AB Large Cap Growth Fund Inc – ‘PRER14A’ on 9/10/10

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Revised Preliminary Proxy Solicitation Material   —   Sch. 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRER14A     Revised Preliminary Proxy Solicitation Material       75±   312K 
 2: CORRESP   ¶ Comment-Response or Other Letter to the SEC            1      2K 

‘PRER14A’   —   Revised Preliminary Proxy Solicitation Material
Document Table of Contents

PRER14A
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UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities 
Exchange Act of 1934 (Amendment No. ) 

Filed by the Registrant |X|                                                     

Filed by a Party other than the Registrant |_|                                  

Check the appropriate box:                                                      

|X|   Preliminary Proxy Statement                                               

|_|   Confidential, for Use of the Commission Only (as permitted by Rule        
14a-6(e)(2))                                                        

|_|   Definitive Proxy Statement                                                

|_|   Definitive Additional Materials                                           

|_|   Soliciting Material Pursuant to Section 240.14a-12                        

AllianceBernstein Large Cap Growth Fund, Inc. 
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

N/A 
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):                              

|X|   No fee required                                                           

|_|   Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.  

 1)    Title of each class of securities to which transaction applies:

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2)    Aggregate number of securities to which transaction applies:  

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  3)    Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11 (set forth the amount on which
      the filing fee is calculated and state how it was determined):

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4)    Proposed maximum aggregate value of transaction:              

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5)    Total fee paid:                                               

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|_|   Fee paid previously with preliminary materials.                           

|_|   Check box if any part of the fee is offset as provided by Exchange Act    
    Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
   paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.         

1)    Amount Previously Paid:                                       

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2)    Form, Schedule or Registration Statement No.:                 

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3)    Filing Party:                                                 

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4)    Date Filed:                                                   

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SK 00250 0451 1126823                                                           

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THE ALLIANCEBERNSTEIN FUNDS 
1345 Avenue of the Americas, New York, New York 10105 
Toll Free (800) 221-5672

                                                          September 15, 2010

Dear Stockholders:                                                              

The  Boards  of  Directors/Trustees  (the  "Directors") of the AllianceBernstein
Funds  listed in the accompanying Notice of Joint Annual Meeting of Stockholders
(each, a "Fund" and, collectively, the "Funds") are pleased to invite you to the
Joint  Annual  Meeting of Stockholders (the "Meeting") to be held on November 5,
2010.  The accompanying Notice of Joint Annual Meeting of Stockholders and Proxy
Statement present several proposals to be considered at the Meeting.            

At  the  Meeting, stockholders or shareholders (the "stockholders") of each Fund
will be asked to elect Directors of that Fund. The stockholders of certain Funds
are  also  being asked to approve one or more proposals specific to these Funds,
as explained in the attached Proxy Statement. These proposals include amendments
to   the   investment   advisory  agreements  of  certain  Funds,  updating  and
standardizing  the  governing  documents  of certain Funds, amending fundamental
commodities   policies  of  certain  Funds,  and  reclassifying  the  investment
objectives of certain Funds as non-fundamental. We believe that these amendments
will benefit each Fund and its stockholders.                                    

The  Directors  have  concluded  that the proposals are in the best interests of
each  Fund  and  unanimously recommend that you vote "FOR" each of the proposals
that apply to the Fund or Funds in which you hold shares.                       

We  welcome  your  attendance  at  the  Meeting. If you are unable to attend, we
encourage   you   to   vote  by  proxy.  Broadridge  Financial  Solutions,  Inc.
("Broadridge"),   a  proxy  solicitation  firm,  has  been  selected  to  assist
stockholders  in  the  proxy  solicitation process. If we have not received your
proxy  as  the  date of the Meeting approaches, you may receive a telephone call
from Broadridge reminding you to authorize the proxy holders to cast your votes.
No matter how many shares you own, your vote is important.                      

Sincerely,                                                                      

Robert M. Keith                                                                 
President                                                                       

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QUESTIONS AND ANSWERS 
THE ALLIANCEBERNSTEIN FUNDS 

PROXY 

Q.    WHY DID YOU SEND ME THIS BOOKLET?                                         

A.    This  booklet  contains the Notice of Joint Annual Meeting of Stockholders
      (the  "Notice") and Proxy Statement that provides you with information you
      should review before voting on the proposals that will be presented at the
      Annual  Meeting  of Stockholders (the "Meeting") for the AllianceBernstein
      Funds listed in the accompanying notice (each, a "Fund" and, collectively,
      the  "Funds").  You are receiving these proxy materials because you either
      own  shares  of  a Fund's stock or shares of beneficial interest in a Fund
      (we   refer  to  both  as  "shares"  and  to  the  holders  of  shares  as
      "stockholders").  As  a  stockholder,  you  have the right to vote for the
      election  of  Directors or Trustees of a Fund and on the various proposals
concerning your investment in a Fund.                               

Q.    WHO IS ASKING FOR MY VOTE?                                                

A.    The   Board  of  Directors/Trustees  of  a  Fund  (each,  a  "Board"  and,
      collectively  the  "Boards") is asking you to vote at the Meeting. In this
      Proxy   Statement,   we   will  refer  to  both  Directors  and  Trustees,
      individually,  as  a  "Director"  or,  collectively,  as  the "Directors."
      Details  regarding  the  proposals  are  further  explained  in  the Proxy
Statement. A summary of the proposals is as follows:                

      The  first  proposal  is  to  elect  Directors  for  each  Fund.  All Fund
      stockholders  will be asked to vote on this proposal and stockholders of a
Fund will be asked to separately elect Directors of that Fund.      

      We  are  also asking for your approval of several other proposals. As more
      fully  explained  in the Proxy Statement, not all of these proposals apply
to each Fund. These proposals include the approval of:              

      o     Amendment  of  the investment advisory agreements for certain of the
Funds;                                                  
      o     Amendment of the Declarations of Trust for certain of the Funds that
are  organized  as  Massachusetts  Business  Trusts;    
      o     Amendment  and  Restatement of the Charters for certain of the Funds
that  are  organized  as  Maryland  Corporations;       
      o     Amendment  of  the  fundamental  policies  regarding  commodities of
certain  of  the  Funds;  and                           
      o     Reclassification  of  certain  of  the Funds' fundamental investment
objectives as non-fundamental.                          

Q.    HOW DO THE BOARDS RECOMMEND I VOTE?                                       

A.    The  Boards  recommend  that you vote FOR each of the nominees and FOR all
proposals.                                                          

Q.    WHO IS ELIGIBLE TO VOTE?                                                  

A.    Stockholders  of record at the close of business on September 9, 2010 (the
      "Record  Date")  are entitled to vote at the Meeting or any adjournment or
      postponement  of  the  Meeting. You will be entitled to vote only on those
      proposals  that  apply  to the Fund of which you were a stockholder on the
      Record Date. If you owned shares on the Record Date, you have the right to
vote even if you later redeemed the shares.                         

Q.    WHAT ROLE DO THE BOARDS PLAY?                                             

A.    The  business  and affairs of each Fund are managed under the direction of
      that  Fund's Board. Each of the Directors has an obligation to act in what
      he or she believes to be the best interests of a Fund, including approving
      and  recommending  the proposals in the Proxy Statement. The background of
each nominee for Director is described in the Proxy Statement.      

Q.    WHY  ARE  THE BOARDS PROPOSING TO AMEND THE INVESTMENT ADVISORY AGREEMENTS
OF CERTAIN FUNDS?                                                   

A.    The  first proposed amendments relate to the calculation of the investment
      advisory   fees  for  certain  Funds.  The  standard  investment  advisory
      agreements   between  the  Funds'  adviser,  AllianceBernstein  L.P.  (the
      "Adviser")  and  most  of  the Funds provide that the advisory fee rate is
      calculated  as  a  percentage  of average daily net assets. Certain of the
      Funds' agreements vary from this standard and provide that the fee rate is
      calculated  as  a  percentage  of  net  assets at the end of the preceding
      calendar  quarter. We are proposing to amend the agreements that vary from
      the  standard  so  that  the agreements provide that the advisory fee rate
      will  be  calculated  as  a  percentage  of average daily net assets. This
      amendment would eliminate disparities between the contractual fee rate and
      the effective fee rate that result from the calculation of the fee rate as
of the end of each preceding calendar quarter.                      

      The  second proposed amendment relates to the reimbursement to the Adviser
      of its costs of providing certain administrative services to a Fund at the
      request  of  the  Fund. The standard investment advisory agreement for the
      Funds  provides  for  the reimbursement to the Adviser of these costs. One
      Fund's  agreement  does  not  include  this provision. We are proposing to
      amend  the  agreement  that varies from the standard agreements to provide
for the reimbursement to the Adviser of these costs.                

Q.    WHY ARE THE BOARDS PROPOSING THE AMENDMENT OF THE DECLARATIONS OF TRUST OF
CERTAIN FUNDS THAT ARE ORGANIZED AS MASSACHUSETTS BUSINESS TRUSTS?  

A.    Several   of   the   Funds   are  organized  under  Massachusetts  law  as
      Massachusetts  Business  Trusts.  Currently,  the declarations of trust of
      certain   of   these  Funds  require  a  stockholder  vote  to  amend  the
      declarations,  except  in  certain limited situations. We are proposing to
      amend  the  declarations  to provide the Directors with broad authority to
      amend  the declarations without a vote of stockholders. By allowing future
      amendments  of  a  declaration without stockholder approval, this proposal
      removes  limits  on  the  Directors'  authority to take actions that would
      benefit  the  Funds  and  their  stockholders.  In  connection  with  this
      proposal, the Directors approved certain amendments to the declarations to
      take  effect  if stockholders approve the proposal. These amendments would
      eliminate  stockholder votes on reorganization or merger, termination of a
      trust,  and  liquidation  of  a  class  or  series,  as  applicable. These
      amendments are intended to enable the Directors to take actions that would
      be  in  the  best  interests of stockholders without the cost and delay of
      obtaining  a  stockholder  vote.  In  connection with these proposals, the
      Directors  approved  certain  other  amendments  to  the  declarations  as
      described  in the Proxy Statement. These other amendments will take effect
if stockholders approve the proposal.                               

Q.    WHY  ARE THE BOARDS PROPOSING THE AMENDMENT AND RESTATEMENT OF THE CHARTER
OF CERTAIN OF THE FUNDS THAT ARE ORGANIZED AS MARYLAND CORPORATIONS?

A.    Most  of  the Funds are organized under Maryland law. We are proposing the
      amendment  and  restatement  of  the  charters  of  certain Funds that are
      Maryland  corporations  for  your  approval  in  order  to  modernize  and
      standardize these documents and to facilitate more efficient management of
      the  Funds  by giving them greater flexibility as permitted under Maryland
law.                                                                

Q.    WHY  ARE  THE  BOARDS PROPOSING TO AMEND CERTAIN OF THE FUNDS' FUNDAMENTAL
POLICIES REGARDING COMMODITIES?                                     

A.    Certain  policies  are  required  by  the federal law applicable to mutual
      funds  to  be  fundamental,  meaning  they  cannot  be  changed  without a
      stockholder  vote.  We  are  proposing  to  amend  the  Funds' fundamental
      policies  regarding commodities and adopt a more flexible policy that will
      reference  applicable  law  and  the  Funds'  prospectus  and statement of
      additional information. The proposed amendment is intended to clarify that
      the  Funds  may  continue  to  be  able  to  engage  in current investment
      practices   as  approved  by  the  Directors,  regardless  of  changes  in
      applicable  law,  including changes as a result of recent financial reform
      legislation.  The  revised  policy  will  not change the way the Funds are
managed.                                                            

Q.    WHY  ARE  THE  BOARDS  PROPOSING  TO  RECLASSIFY  CERTAIN  OF  THE  FUNDS'
FUNDAMENTAL INVESTMENT OBJECTIVES?                                  

      A  Fund's  investment  objective  is  not required to be fundamental under
      applicable   law.  We  propose  the  reclassification  of  certain  Funds'
      fundamental  investment  objectives as non-fundamental, similar to most of
      the  other  Funds, to provide each Fund with the flexibility to respond to
      market  changes by changing its investment objective without incurring the
      expense  and  delay  of  seeking  a stockholder vote. The reclassification
      would  permit  a  Fund to revise its investment objective in the event the
      Board  determines that such a change would be in the best interests of the
      Fund  in  light of the facts and circumstances including market conditions
      or trends. Any subsequent change in a Fund's investment objective would be
      subject  to prior approval by the Board of that Fund. Stockholders will be
      given  at  least  60 days notice prior to the implementation of a material
change in an investment objective.                                  

Q.    WHY ARE THERE SO MANY PROPOSALS FOR MULTIPLE FUNDS IN ONE PROXY STATEMENT?

A.    The  Funds are intended to offer a broad range of investment opportunities
      to  investors  and  the  Funds have [over 5 million] stockholders. We have
      included all of our proposals in one Proxy Statement to reduce costs. More
      tailored  Proxy  Statements  would increase printing and mailing costs. We
      recognize  that the Proxy Statement is lengthy and have endeavored to make
      it as simple and understandable as possible. One way to approach it is for
      you  to identify your Fund below and, when reviewing Part I and Part II of
      the  Proxy  Statement,  only  read  the proposals applicable to your Fund.
      Another  way  is  for  you to use the Proxy Card, which is included in the
      materials  being sent to you, to identify the proposals applicable to your
Fund and only read those parts of the Proxy Statement.              

Q.    HOW CAN I AUTHORIZE PROXIES TO CAST MY VOTE?                              

A.    Please follow the instructions included on the enclosed Proxy Card.       

Q.    WHAT IF I WANT TO REVOKE MY PROXY?                                        

A.    You  can revoke your proxy at any time prior to its exercise (i) by giving
      written  notice to the Secretary of a Fund at 1345 Avenue of the Americas,
      New  York, New York 10105, (ii) by authorizing a later-dated proxy (either
      by  signing and submitting another proxy card or by calling (866) 451-3783
or (iii) by personally voting at the Meeting.                       

Q.    WHOM DO I CALL IF I HAVE QUESTIONS REGARDING THE PROXY?                   

A.    Please call (866) 451-3783 if you have questions.                         

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[LOGO]                                                                
ALLIANCEBERNSTEIN (R)                                                           

THE ALLIANCEBERNSTEIN FUNDS 
--------------------------------------------------------------------------------

1345 Avenue of the Americas, New York, New York 10105                           
Toll Free (800) 221-5672                                                        

--------------------------------------------------------------------------------

NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS
SCHEDULED FOR NOVEMBER 5, 2010

To the Stockholders of the AllianceBernstein Funds:                             

Notice  is  hereby  given  that  a  Joint  Annual  Meeting  of Stockholders (the
"Meeting")  of  the  AllianceBernstein  Funds listed on the reverse side of this
notice (individually, a "Fund", and, collectively, the "Funds"), will be held at
the offices of the Funds, 1345 Avenue of the Americas, 41st Floor, New York, New
York  10105,  on  November  5, 2010, at 3:00 p.m., Eastern Time, to consider and
vote  on  the  following proposals, all of which are more fully described in the
accompanying Proxy Statement dated September 15, 2010:                          

1.    The  election  of  Directors  or  Trustees  (both  referred  to  herein as
      "Directors")  for  a  Fund,  each  such  Director  to  serve for a term of
      indefinite  duration  and  until  his or her successor is duly elected and
qualifies.                                                          

2.    The  amendment  of  the  Investment Advisory Agreements for certain of the
Funds.                                                              

3.    The  amendment of the Declarations of Trusts for certain of the Funds that
are organized as Massachusetts Business Trusts.                     

4.    The  amendment  and  restatement  of the charters for certain of the Funds
      that  are  organized  as Maryland corporations, which will repeal in their
      entirety  all  of the currently existing charter provisions and substitute
      in  lieu  thereof  the new provisions set forth in the Form of Articles of
      Amendment  and Restatement attached to the accompanying Proxy statement as
Appendix [D].                                                       

5.    The  amendment  of  certain  of  the Funds' fundamental policies regarding
commodities.                                                        

6.    The  reclassification  of  certain  of  the  Funds' fundamental investment
objectives as non-fundamental.                                      

7.    To  transact  such  other business as may properly come before the Meeting
and any adjournments or postponements thereof.                      

Any  stockholder  of  record  of a Fund at the close of business on September 9,
2010  is  entitled to notice of, and to vote at, the Meeting or any postponement
or  adjournment  thereof. THE ENCLOSED PROXY IS BEING SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF EACH FUND.                                                

                                    By Order of the Boards of Directors,

                                    ------------------------------------
            Emilie Wrapp
         Secretary

New York, New York                                                              

September 15, 2010                                                              
--------------------------------------------------------------------------------

YOUR VOTE IS IMPORTANT

PLEASE  INDICATE  YOUR  VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, SIGN AND
DATE  IT,  AND  RETURN  IT  IN  THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF
MAILED IN THE UNITED STATES. YOU MAY ALSO, BY TELEPHONE OR THROUGH THE INTERNET,
AUTHORIZE PROXIES TO CAST YOUR VOTE. TO DO SO, PLEASE FOLLOW THE INSTRUCTIONS ON
THE  ENCLOSED  PROXY CARD. YOUR VOTE IS VERY IMPORTANT NO MATTER HOW MANY SHARES
YOU OWN. PLEASE MARK AND MAIL YOUR PROXY PROMPTLY IN ORDER TO SAVE THE FUNDS ANY
ADDITIONAL COST OF FURTHER PROXY SOLICITATION AND IN ORDER FOR THE MEETING TO BE
HELD AS SCHEDULED.                                                              

--------------------------------------------------------------------------------
AllianceBernstein  (R)  and  the  AB  Logo are registered trademarks and service
marks used by permission of the owner, AllianceBernstein L.P.                   

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ALLIANCEBERNSTEIN BALANCED SHARES, INC. ("ABS")                                 

ALLIANCEBERNSTEIN BLENDED STYLE SERIES, INC. ("ABSS")                           
-    U.S. Large Cap Portfolio                                                   
-    AllianceBernstein 2000 Retirement Strategy                                 
-    AllianceBernstein 2005 Retirement Strategy                                 
-    AllianceBernstein 2010 Retirement Strategy                                 
-    AllianceBernstein 2015 Retirement Strategy                                 
-    AllianceBernstein 2020 Retirement Strategy                                 
-    AllianceBernstein 2025 Retirement Strategy                                 
-    AllianceBernstein 2030 Retirement Strategy                                 
-    AllianceBernstein 2035 Retirement Strategy                                 
-    AllianceBernstein 2040 Retirement Strategy                                 
-    AllianceBernstein 2045 Retirement Strategy                                 
-    AllianceBernstein 2050 Retirement Strategy                                 
-    AllianceBernstein 2055 Retirement Strategy                                 

ALLIANCEBERNSTEIN BOND FUND, INC. ("ABF")                                       
-    AllianceBernstein Intermediate Bond Portfolio                              
-    AllianceBernstein Bond Inflation Strategy                                  
-    AllianceBernstein Multi-Asset Inflation Strategy                           
-    AllianceBernstein Municipal Bond Inflation Strategy                        

ALLIANCEBERNSTEIN CAP FUND, INC. ("ACF")                                        
-    AllianceBernstein Small Cap Growth Portfolio                               
-    AllianceBernstein U.S. Strategic Research Portfolio                        
-    AllianceBernstein Market Neutral Strategy - U.S.                           
-    AllianceBernstein Market Neutral Strategy - Global                         

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND, INC. ("ACOF")                        

ALLIANCEBERNSTEIN CORPORATE SHARES ("ACS")                                      
-    AllianceBernstein Corporate Income Shares                                  
-    AllianceBernstein Municipal Income Shares                                  
-    AllianceBernstein Taxable Multi-Sector Income Shares                       

ALLIANCEBERNSTEIN DIVERSIFIED YIELD FUND, INC. ("ADYF")                         

ALLIANCEBERNSTEIN EQUITY INCOME FUND, INC. ("AEIF")                             

ALLIANCEBERNSTEIN EXCHANGE RESERVES ("AEXR")                                    

ALLIANCEBERNSTEIN FIXED-INCOME SHARES, INC. ("AFIS")                            
-    Government STIF Portfolio                                                  

ALLIANCEBERNSTEIN GLOBAL BOND FUND, INC. ("AGBF")                               

ALLIANCEBERNSTEIN GLOBAL GROWTH FUND, INC. ("AGGF")                             

ALLIANCEBERNSTEIN GLOBAL REAL ESTATE INVESTMENT FUND, INC. ("AGREIF")           

ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND, INC. ("AGTGF")                   

ALLIANCEBERNSTEIN GREATER CHINA '97 FUND, INC. ("AGCF")                         

ALLIANCEBERNSTEIN GROWTH AND INCOME FUND, INC. ("AGIF")                         

ALLIANCEBERNSTEIN HIGH INCOME FUND, INC. ("AHIF")                               

ALLIANCEBERNSTEIN INTERNATIONAL GROWTH FUND, INC. ("AIGF")                      

ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND, INC. ("ALCGF")                         

ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND, INC. ("AMIF")                          
-    California Portfolio                                                       
-    AllianceBernstein High Income Municipal Portfolio                          
-    National Portfolio                                                         
-    New York Portfolio                                                         

ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND II ("AMIF II")                          
-    Arizona Portfolio                                                          
-    Massachusetts Portfolio                                                    
-    Michigan Portfolio                                                         
-    Minnesota Portfolio                                                        
-    New Jersey Portfolio                                                       
-    Ohio Portfolio                                                             
-    Pennsylvania Portfolio                                                     
-    Virginia Portfolio                                                         

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND, INC. ("ASMCGF")                    

ALLIANCEBERNSTEIN TRUST ("ABT")                                                 
-    AllianceBernstein Value Fund                                               
-    AllianceBernstein Small/Mid Cap Value Fund                                 
-    AllianceBernstein International Value Fund                                 
-    AllianceBernstein Global Value Fund                                        

THE ALLIANCEBERNSTEIN PORTFOLIOS ("TAP")                                        
-    AllianceBernstein Growth Fund                                              
-    AllianceBernstein Conservative Wealth Strategy                             
-    AllianceBernstein Tax-Managed Conservative Wealth Strategy                 
-    AllianceBernstein Balanced Wealth Strategy                                 
-    AllianceBernstein Tax-Managed Balanced Wealth Strategy                     
-    AllianceBernstein Wealth Appreciation Strategy                             
-    AllianceBernstein Tax-Managed Wealth Appreciation Strategy                 

(THE "ALLIANCEBERNSTEIN FUNDS") 

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PROXY STATEMENT 
THE ALLIANCEBERNSTEIN FUNDS 

1345 AVENUE OF THE Americas 
New York, New York 10105

----------------- 

JOINT ANNUAL MEETING OF STOCKHOLDERS

NOVEMBER 5, 2010

------------------

INTRODUCTION

This is a combined Proxy Statement for the AllianceBernstein Funds listed in the
accompanying  Notice of Joint Annual Meeting of Stockholders (each a "Fund", and
collectively, the "Funds"). The Boards of Directors/Trustees (each a "Board" and
collectively, the "Boards") are soliciting proxies for a Joint Annual Meeting of
Stockholders of each Fund (the "Meeting") to consider and vote on proposals that
are  being  recommended  by  the Boards of their Funds. We refer to Directors or
Trustees as, individually, a "Director" or collectively, the "Directors" for the
purposes of this Proxy Statement.                                               

The  Boards are sending you this Proxy Statement to ask for your vote on several
proposals affecting your Fund. The Funds will hold the Meeting at the offices of
the Funds, 1345 Avenue of the Americas, 41st Floor, New York, New York 10105, on
November  5,  2010  at  3:00  p.m.,  Eastern Time. The solicitation will be made
primarily  by mail and may also be made by telephone. The solicitation cost will
be  borne  by the Funds. AllianceBernstein L.P. is the investment adviser to the
Funds (the "Adviser"). The Notice of Joint Annual Meeting of Stockholders, Proxy
Statement, and Proxy Card are being mailed to stockholders on or about September
15, 2010.                                                                       

Any stockholder who owned shares of a Fund at the close of business on September
9,  2010  (the  "Record  Date")  is  entitled  to notice of, and to vote at, the
Meeting  and  any postponement or adjournment thereof. Each share is entitled to
one vote.                                                                       

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS'
MEETING TO BE HELD ON FRIDAY, NOVEMBER 5, 2010. THE PROXY STATEMENT IS AVAILABLE
ON THE INTERNET AT WWW.ALLIANCEBERNSTEIN.COM/ABFUNDSPROXY.                      

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We have divided the Proxy Statement into five main parts:                       

Part  I   -  Overview of the Boards' proposals.                     

      Part  II  -  Discussion  of each proposal and an explanation of why we are
requesting that you approve each proposal.

     Part III  -  Information about the Funds' Audit Committee Reports and the
            Funds' independent registered public accounting firms.

Part IV   -  Additional information on proxy voting and stockholder 
meetings.                                 

Part V    -  Other information about the Funds.                     

PART I - OVERVIEW OF PROPOSALS                                                  
------------------------------                                                  

      As  a  stockholder  of  one  or  more of the Funds, you are being asked to
consider  and  vote  on a number of proposals. Not all of the proposals apply to
each Fund.                                                                      

         Proposal                               Fund(s) Affected
1. The election of the Directors, each such                                     
Director to serve a term of an indefinite                   All Funds           
duration and until his or her successor is duly                                 
elected and qualifies.                                                          

2. The amendment of the Investment Advisory                                     
Agreements for certain of the Funds.                                            

     2.A.  Amendments to Investment               ACF - Small Cap Growth
  Advisory Agreements of Certain Funds            Portfolio, AGTGF
to Conform Fee Measurement Periods.                           

2.B.  Amendment to Investment Advisory                TAP     
Agreement to Permit Reimbursement to                          
the Adviser of Certain Administrative                         
Expenses.                                                     

3. The amendment of the Declarations of Trusts          AEXR, AMIF II, ABT      
for certain of the Funds.                                                       

4. The amendment and restatement of the             ABS, ABSS, ACF, ACOF, AEIF, 
charters for certain of the Funds that are          AGREIF, AGTGF, AGCF, AGIF,  
organized as Maryland corporations, which will          AHIF, AIGF, ALCGF       
repeal in their entirety all of the currently                                   
existing charter provisions and substitute in                                   
lieu thereof the new provisions set forth in                                    
the Form of Articles of Amendment and                                           
Restatement attached to the accompanying Proxy                                  
statement as Appendix [C].                                                      

5. The amendment of certain of the Funds'         All Funds (except ABF - Multi-
fundamental policies regarding commodities.         -Asset Inflation Strategy,  
                                                   ACF-Market Neutral Strategy -
                                                  U.S., ACF - Market Neutral
                                                  Strategy - Global)

6. The reclassification of certain of the          ABSS-U.S. Large Cap Portfolio
Funds' fundamental investment objectives as                    AGCF             
non-fundamental.                                                                

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PART II - DISCUSSION OF EACH PROPOSAL                                           
-------------------------------------                                           

PROPOSAL ONE
ELECTION OF DIRECTORS 

At  the  Meeting,  stockholders  will vote on the election of Directors of their
Funds.  Each Director elected at the Meeting will serve for a term of indefinite
duration  and  until  his  or  her  successor is duly elected and qualifies. The
following  individuals  have been nominated for election as a Director of all of
the  Funds.  It  is  the  intention  of  the  persons  named  as  proxies in the
accompanying  Proxy  Card  to  vote  in  favor  of  the nominees named below for
election as a Director of all of the Funds.                                     

Mr. John H. Dobkin
Mr. Michael J. Downey 
Mr. William H. Foulk, Jr. 
Mr. D. James Guzy 
Ms. Nancy P. Jacklin
Mr. Robert M. Keith 
Mr. Garry L. Moody
Mr. Marshall C. Turner, Jr. 
Mr. Earl D. Weiner

Each  nominee has consented to serve as a Director. The Boards know of no reason
why  any  of the nominees would be unable to serve, but in the event any nominee
is  unable  to  serve  or  for  good  cause will not serve, the proxies received
indicating  a  vote  in  favor  of  such  nominee will be voted for a substitute
nominee as the Boards may recommend.                                            

Certain  information  concerning  the  Funds' nominees for Director is set forth
below.                                                                          

                                                        [Enlarge/Download Table]


                                                                            Number of         Other Public       
                                                                            Portfolios in     Company            
                                                                            AllianceBernstein Directorships      
                                               Principal                    Fund Complex      Held by Director   
Name, Address*                                 Occupation(s),               Overseen by       During the Past 5  
and Age                   Years of Service **  During Past 5 Years          Director          Years              
-------                  -------------------- --------------------         ---------------    -------------------

DISINTERESTED                                                                                                    
DIRECTORS                                                                                                        

                                                                                                                 
Chairman of the Board                                                                                            
William H. Foulk, Jr.,    ABF: 12              Investment Adviser and an    94                None               
#, ##                     ABS: 18              Independent Consultant                                            
78                        ABSS: 8              since prior to 2005.                                              
                          ABT: 9               Previously, he was Senior                                         
                          ACF: 18              Manager of Barrett                                                
                          ACOF: 11             Associates, Inc., a                                               
                          ADYF: 14             registered investment                                             
                          AEIF: 17             adviser.  He was formerly                                         
                          AEXR: 16             Deputy Comptroller and                                            
                          AFIS: 20             Chief Investment Officer of                                       
                          AGBF: 18             the State of New York and,                                        
                          AGCF:13              prior thereto, Chief                                              
                          AGGF: 8              Investment Officer of the                                         
                          AGIF: 12             New York Bank for Savings.                                        
                          AGREIF: 14           He has served as a director                                       
                          AGTGF: 18            or trustee of various                                             
                          AHIF: 17             AllianceBernstein Funds                                           
                          AIGF: 16             since 1983 and has been                                           
                          ALCGF: 18            Chairman of the                                                   
                          AMIF: 12             AllianceBernstein Funds and                                       
                          AMIF II: 12          of the Independent                                                
                          ASMCGF: 18           Directors Committee of such                                       
                          TAP: 12              Funds since 2003.                                                 

John H. Dobkin, #         ABF: 12              Independent Consultant       92                None               
68                        ABS: 18              since prior to 2005.                                              
                          ABSS: 8              Formerly President of Save                                        
                          ABT: 9               Venice, Inc. (preservation                                        
                          ACF: 16              organization) from                                                
                          ACOF: 11             2001-2002, Senior Advisor                                         
                          ADYF: 13             from June 1999-June 2000                                          
                          AEIF: 17             and President of Historic                                         
                          AEXR: 16             Hudson Valley (historic                                           
                          AFIS: 17             preservation) from December                                       
                          AGBF: 18             1989 - May 1999.                                                  
                          AGGF: 8              Previously, Director of the                                       
                          AGIF: 12             National Academy of Design.                                       
                          AGREIF: 14           He has served as a director                                       
                          AGTGF: 5             or trustee of various                                             
                          AHIF: 17             AllianceBernstein Funds                                           
                          AIGF: 16             since 1992.                                                       
                          ALCGF: 18                                                                              
                          AMIF: 12                                                                               
                          AMIF II: 12                                                                            
                          ASMCGF: 18                                                                             
                          TAP: 11                                                                                

Michael J. Downey, #      ABF: 5               Private Investor since       92                Asia Pacific       
66                        ABS: 5               prior to 2005.  Formerly,                      Fund, Inc., and    
                          ABSS: 5              managing partner of                            The Merger Fund    
                          ABT: 5               Lexington Capital, LLC                         since prior to     
                          ACF: 5               (investment advisory firm)                     2005 and Prospect  
                          ACOF: 5              from December 1997 until                       Acquisition Corp.  
                          ADYF: 5              December 2003.  From 1987                      (financial         
                          AEIF: 5              until 1993, Chairman and                       services) since    
                          AEXR: 5              CEO of Prudential Mutual                       2007 until 2009    
                          AFIS: 4              Fund Management, director                                         
                          AGBF: 5              of the Prudential Mutual                                          
                          AGGF: 5              Funds, and member of the                                          
                          AGIF: 5              Executive Committee of                                            
                          AGREIF: 5            Prudential Securities Inc.                                        
                          AGTGF: 5             He has served as a director                                       
                          AHIF: 5              or trustee of the                                                 
                          AIGF: 5              AllianceBernstein Funds                                           
                          ALCGF: 5             since 2005.                                                       
                          AMIF: 5                                                                                
                          AMIF II: 5                                                                             
                          ASMCGF: 5                                                                              
                          TAP: 5                                                                                 

D. James Guzy, #          ABF: 5               Chairman of the Board of     92                Cirrus Logic       
74                        ABS: 5               PLX Technology                                 Corporation        
                          ABSS: 8              (semi-conductors) and of                       (semi-conductors)  
                          ABT: 5               SRC Computers Inc., with                       and PLX            
                          ACF: 5               which he has been                              Technology, Inc.   
                          ACOF: 7              associated since prior to                      (semi-conductors)  
                          ADYF: 5              2005.  He was a Director of                    since prior to     
                          AEIF: 5              the Intel Corporation                          2005 and Intel     
                          AEXR: 5              (semi-conductors) from 1969                    Corporation        
                          AFIS: 4              until 2008, and served as                      (semi-conductors)  
                          AGBF: 5              Chairman of the Finance                        since prior to     
                          AGGF: 5              Committee of such company                      2005 until 2008    
                          AGIF: 7              for several years until May                                       
                          AGREIF: 5            2008. He has served as a                                          
                          AGTGF: 28            Director for one or more of                                       
                          AHIF: 5              the AllianceBernstein Funds                                       
                          AIGF: 5              since 1982.                                                       
                          ALCGF: 5                                                                               
                          AMIF: 5                                                                                
                          AMIF II: 5                                                                             
                          ASMCGF: 5                                                                              
                          TAP: 5                                                                                 

Nancy P. Jacklin, #       ABF: 4               Professorial Lecturer at     92                None               
62                        ABS: 4               the Johns Hopkins School of                                       
                          ABSS: 4              Advanced International                                            
                          ABT: 4               Studies since 2008.                                               
                          ACF: 4               Formerly, U.S. Executive                                          
                          ACOF: 4              Director of the                                                   
                          ADYF: 4              International Monetary Fund                                       
                          AEIF: 4              (December 2002-May 2006);                                         
                          AEXR: 4              Partner, Clifford Chance                                          
                          AFIS: 4              (1992-2002); Sector                                               
                          AGBF: 4              Counsel, International                                            
                          AGGF: 4              Banking and Finance, and                                          
                          AGIF: 4              Associate General Counsel,                                        
                          AGREIF: 4            Citigroup (1985-1992);                                            
                          AGTGF: 4             Assistant General Counsel                                         
                          AHIF: 4              (International), Federal                                          
                          AIGF: 4              Reserve Board of Governors                                        
                          ALCGF: 4             (1982-1985); and Attorney                                         
                          AMIF: 4              Advisor, U.S. Department of                                       
                          AMIF II: 4           the Treasury (1973-1982).                                         
                          ASMCGF: 4            Member of the Bar of the                                          
                          TAP: 4               District of Columbia and of                                       
                                               New York; and member of the                                       
                                               Council on Foreign                                                
                                               Relations. She has served                                         
                                               as a director or trustee of                                       
                                               the AllianceBernstein Funds                                       
                                               since 2006.                                                       

Garry L. Moody, #         ABF: 2               Independent Consultant.      91                None               
58                        ABS: 2               Formerly, Partner, Deloitte                                       
                          ABSS: 2              & Touche LLP (1995-2008)                                          
                          ABT: 2               where he held a number of                                         
                          ACF: 2               senior positions, including                                       
                          ACOF: 3              Vice-Chairman, and U.S. and                                       
                          ADYF: 2              Global Investment                                                 
                          AEIF: 2              Management Practice                                               
                          AEXR: 2              Managing Partner;                                                 
                          AGBF: 2              President, Fidelity                                               
                          AGCF: 2              Accounting and Custody                                            
                          AGGF: 2              Services Company                                                  
                          AGIF:  2             (1993-1995); and Partner,                                         
                          AGREIF: 2            Ernst & Young LLP                                                 
                          AGTGF: 2             (1975-1993), where he                                             
                          AHIF: 2              served as the National                                            
                          AIGF: 2              Director of Mutual Fund Tax                                       
                          ALCGF: 3             Services.  He has served as                                       
                          AMIF: 2              a director or trustee, and                                        
                          AMIF II: 3           as Chairman of the Audit                                          
                          ASMCGF: 2            Committee, of most of the                                         
                          TAP: 3               AllianceBernstein Funds                                           
                                               since 2008.                                                       

Marshall C. Turner, Jr.,  ABF: 5               Private investor since       92                Xilinx, Inc.       
#                         ABS: 5               prior to 2005, Interim CEO                     (programmable      
68                        ABSS: 5              of MEMC Electronic                             logic              
                          ABT: 5               Materials, Inc.                                semi-conductors)   
                          ACF: 5               (semi-conductor and solar                      and MEMC           
                          ACOF: 5              cell substrates) from                          Electronic         
                          ADYF: 5              November 2008 until March                      Materials, Inc.    
                          AEIF: 5              2009.  He was Chairman and                     (semi-conductor    
                          AEXR: 5              CEO of Dupont Photomasks,                      and solar cell     
                          AFIS: 4              Inc. (components of                            substrates) since  
                          AGBF: 5              semi-conductor                                 prior to 2005      
                          AGGF: 5              manufacturing), 2003-2005,                                        
                          AGIF: 5              and President and CEO,                                            
                          AGTGF: 5             2005-2006, after the                                              
                          AHIF: 5              company was acquired and                                          
                          ALCGF: 5             renamed Toppan Photomasks,                                        
                          AIGF: 5              Inc. He has served as a                                           
                          AMIF: 5              director or trustee of one                                        
                          AMIF II: 5           or more of the                                                    
                          AREIF: 5             AllianceBernstein Funds                                           
                          ASMCGF: 5            since 1992.                                                       
                          TAP: 5                                                                                 

Earl D. Weiner, #         ABF: 3               Of Counsel, and Partner      92                None               
71                        ABS: 3               prior to January 2007, of                                         
                          ABSS: 3              the law firm Sullivan &                                           
                          ABT: 3               Cromwell LLP and member of                                        
                          ACF: 3               ABA Federal Regulation of                                         
                          ACOF: 3              Securities Committee Task                                         
                          ADYF: 3              Force to draft editions of                                        
                          AEIF: 3              the Fund Director's                                               
                          AEXR: 3              Guidebook. He also serves                                         
                          AFIS: 4              as a director or trustee of                                       
                          AGBF: 3              various non-profit                                                
                          AGGF: 3              organizations and has                                             
                          AGIF: 3              served as Chairman or Vice                                        
                          AGREIF: 3            Chairman of a number of                                           
                          AGTGF: 3             them.  He has served as a                                         
                          AHIF: 3              director or trustee of the                                        
                          AIGF: 3              AllianceBernstein Funds                                           
                          ALCGF: 3             since 2007 and is Chairman                                        
                          AMIF: 3              of the Governance and                                             
                          AMIF II: 3           Nominating Committees of                                          
                          ASMCGF: 3            most of the Funds.                                                
                          TAP: 3                                                                                 

Robert M. Keith, +, ++    None                  Senior Vice President of        5           None                 
1345 Avenue of the                              AllianceBernstein L.P. (the                                      
Americas                                        "Adviser")*** and the head of                                    
New York, NY 10105                              AllianceBernstein Investments                                    
50                                              Inc. ("ABI")*** since July                                       
                                                2008; Director of ABI and                                        
                                                President of the                                                 
                                                AllianceBernstein Mutual                                         
                                                Funds.  Previously, he served                                    
                                                as Executive Managing Director                                   
                                                of ABI from December 2006 to                                     
                                                June 2008.  Prior to joining                                     
                                                ABI in 2006, Executive                                           
                                                Managing Director of Bernstein                                   
                                                Global Wealth Management, and                                    
                                                prior thereto, Senior Managing                                   
                                                Director and Global Head of                                      
                                                Client Service and Sales of                                      
                                                the Adviser's institutional                                      
                                                investment management business                                   
                                                since 2004.  Prior thereto,                                      
                                                Managing Director and Head of                                    
                                                North American Client Service                                    
                                                and Sales in the Adviser's                                       
                                                institutional investment                                         
                                                management business, with                                        
                                                which he has been associated                                     
                                                since prior to 2004.                                             


*     The  address  for  each  of  the  Fund's  disinterested  Directors  is c/o
      AllianceBernstein  L.P., Attention: Philip L. Kirstein, 1345 Avenue of the
Americas, New York, NY 10105.                                       

**    "Years  of  Service"  refers  to  the  total  number  of years served as a
Director.                                                           

***   The Adviser and ABI are affiliates of each Fund.                          

#     Member  of  the  Audit Committee, the Governance and Nominating Committee,
and the Independent Directors Committee of a Fund.                  

##    Member of the Fair Value Pricing Committee.                               

+     Mr.  Keith  will  become a Director of a Fund if elected at the Meeting by
that Fund.                                                          

++    Mr. Keith is an "interested person," as defined in Section 2(a)(19) of the
      Investment  Company  Act  of  1940, of each Fund due to his position as an
Executive Vice President of the Adviser.                            

The  business  and  affairs of each Fund are managed under the direction of that
Fund's Board. Directors who are not "interested persons" of a Fund as defined in
the Investment Company Act of 1940, as amended (the "1940 Act"), are referred to
as "Independent Directors", and Directors who are "interested persons" of a Fund
are  referred  to  as "Interested Directors". Certain information concerning the
Funds' governance structure and each Director is set forth below.               

Experience,  Skills, Attributes, and Qualifications of the Funds' Directors. The
Governance  and  Nominating Committee of each Fund's Board, which is composed of
Independent  Directors,  reviews  the experience, qualifications, attributes and
skills  of  potential  candidates  for  nomination or election by the Board, and
conducts  a similar review in connection with the proposed nomination of current
Directors  for  re-election  by stockholders at any annual or special meeting of
stockholders.  In  evaluating  a  candidate  for  nomination  or  election  as a
Director,  the  Governance  and  Nominating  Committee  takes  into  account the
contribution  that the candidate would be expected to make to the diverse mix of
experience,  qualifications,  attributes  and  skills  that  the  Governance and
Nominating  Committee  believes  contributes  to  good  governance for the Fund.
Additional  information  concerning  the  Governance  and Nominating Committee's
consideration of nominees appears in the description of the Committee below.    

Each  Fund's  Board believes that, collectively, the Directors have balanced and
diverse  experience,  qualifications,  attributes,  and  skills, which allow the
Board  to operate effectively in governing the Fund and protecting the interests
of  stockholders.  The  Board  of  each  Fund  has concluded that, based on each
Director's  experience,  qualifications,  attributes  or skills on an individual
basis  and  in  combination  with those of the other Directors, each Director is
qualified and should continue to serve as such.                                 

In  determining  that a particular Director was and continues to be qualified to
serve  as  a  Director, each Board has considered a variety of criteria, none of
which,  in  isolation,  was  controlling. In addition, each Board has taken into
account  the  actual  service  and commitment of each Director during his or her
tenure  (including  the  Director's  commitment  and  participation in Board and
committee  meetings,  as  well  as  his  or  her current and prior leadership of
standing  and  ad  hoc  committees)  in  concluding that each should continue to
serve.  Additional information about the specific experience, skills, attributes
and  qualifications  of  each  Director,  which  in each case led to the Board's
conclusion  that  the Director should serve (or continue to serve) as trustee or
director of the Fund, is provided in the table above and in the next paragraph. 

Among  other  attributes  and  qualifications  common to all Directors are their
ability  to  review  critically,  evaluate,  question  and  discuss  information
provided to them (including information requested by the Directors), to interact
effectively  with  the  Adviser, other service providers, counsel and the Fund's
independent  registered  public  accounting  firm,  and  to  exercise  effective
business  judgment  in the performance of their duties as Directors. In addition
to  his  or  her  service  as a Director of the Fund and other AllianceBernstein
Funds  as noted in the table above: Mr. Dobkin has experience as an executive of
a  number of organizations and served as Chairman of the Audit Committee of many
of  the  AllianceBernstein Funds from 2001 to 2008; Mr. Downey has experience in
the  investment  advisory  business  including  as  Chairman and Chief Executive
Officer   of   a   large   fund   complex   and  as  director  of  a  number  of
non-AllianceBernstein   funds   and   as  Chairman  of  a  non-AllianceBernstein
closed-end  fund;  Mr.  Foulk  has  experience  in  the  investment advisory and
securities  businesses,  including  as  Deputy  Controller  and Chief Investment
Officer  of  the  State  of  New  York (where his responsibilities included bond
issuances,  cash  management  and  oversight  of  the New York Common Retirement
Fund),  has  served  as  Chairman  of  the  AllianceBernstein  Funds  and of the
Independent  Directors Committee since 2003, and is active in a number of mutual
fund  related  organizations  and  committees;  Mr.  Guzy  has  experience  as a
corporate director including as Chairman of a public company and Chairman of the
Finance  Committee  of  a  large  public  technology  company;  Ms.  Jacklin has
experience  as  a  financial  services  regulator  including  as  U.S. Executive
Director  of  the International Monetary Fund, which is responsible for ensuring
the  stability of the international monetary system, and as a financial services
lawyer  in  private  practice;  Mr.  Keith has experience as an executive of the
Adviser  with  responsibility  for,  among  other  things, the AllianceBernstein
Funds;  Mr.  Moody  has  experience  as  a certified public accountant including
experience  as  Vice Chairman and U.S. and Global Investment Management Practice
Partner  for a major accounting firm, is a member of the governing council of an
organization  of  independent  directors  of  mutual  funds,  and  has served as
Chairman  of  the  Audit  Committee of most of the AllianceBernstein Funds since
2008;  Mr.  Turner  has  experience  as a director (including Chairman and Chief
Executive  officer  of  a number of companies) and as a venture capital investor
including  prior  service  as  general  partner  of  three institutional venture
capital partnerships; and Mr. Weiner has experience as a securities lawyer whose
practice  includes  registered investment companies and as Chairman, director or
trustee  of a number of boards, and has served as Chairman of the Governance and
Nominating  Committee  of  most  of  the AllianceBernstein Funds. The disclosure
herein  of  a  director's experience, qualifications, attributes and skills does
not  impose  on  such  director  any  duties, obligations, or liability that are
greater  than the duties, obligations, and liability imposed on such director as
a  member  of the board of directors and any committee thereof in the absence of
such experience, qualifications, attributes and skills.                         

Board  Structure  and  Oversight  Function. Each Fund's Board is responsible for
oversight  of that Fund. Each Fund has engaged the Adviser to manage the Fund on
a day-to-day basis. Each Board is responsible for overseeing the Adviser and the
Fund's other service providers in the operations of that Fund in accordance with
the  Fund's  investment  objective and policies and otherwise in accordance with
its  prospectus,  the requirements of the 1940 Act and other applicable Federal,
state  and  other  securities and other laws, and the Fund's charter and bylaws.
Each   Board  meets  in-person  at  regularly  scheduled  meetings  eight  times
throughout  the  year.  In  addition,  the  Directors  may  meet in-person or by
telephone  at  special  meetings  or  on  an  informal basis at other times. The
Independent   Directors   also  regularly  meet  without  the  presence  of  any
representatives  of  management.  As described below, each Board has established
four  standing  committees  -  the Audit, Governance and Nominating, Independent
Directors,  and  Fair Valuation Committees - and may establish ad hoc committees
or  working  groups  from  time  to  time, to assist the Board in fulfilling its
oversight   responsibilities.   Each   committee   is  composed  exclusively  of
Independent  Directors.  The  responsibilities  of each committee, including its
oversight   responsibilities,  are  described  further  below.  The  Independent
Directors have also engaged independent legal counsel, and may from time to time
engage  consultants  and  other  advisors,  to  assist  them in performing their
oversight responsibilities.                                                     

An  Independent Director serves as Chairman of each Board. The Chairman's duties
include  setting  the  agenda  for  each  Board  meeting  in  consultation  with
management,  presiding  at  each  Board meeting, meeting with management between
Board  meetings,  and  facilitating  communication  and coordination between the
Independent  Directors  and  management.  The  Directors  have determined that a
Board's  leadership  by  an  Independent  Director  and  its committees composed
exclusively of Independent Directors is appropriate because they believe it sets
the  proper tone to the relationships between the Fund, on the one hand, and the
Adviser  and other service providers, on the other, and facilitates the exercise
of   the   Board's   independent   judgment   in  evaluating  and  managing  the
relationships.  In  addition,  each  Fund  is  required  to  have an Independent
Director  as  Chairman pursuant to certain 2003 regulatory settlements involving
the Adviser.                                                                    

Risk Oversight. Each Fund is subject to a number of risks, including investment,
compliance  and  operational risks. Day-to-day risk management with respect to a
Fund  resides  with  the  Adviser  or  other service providers (depending on the
nature  of  the  risk),  subject  to  supervision by the Adviser. Each Board has
charged   the  Adviser  and  its  affiliates  with  (i)  identifying  events  or
circumstances,  the  occurrence  of  which  could have demonstrable and material
adverse  effects  on  the  Fund;  (ii)  to the extent appropriate, reasonable or
practicable,  implementing  processes and controls reasonably designed to lessen
the  possibility  that  such  events  or  circumstances occur or to mitigate the
effects of such events or circumstances if they do occur; and (iii) creating and
maintaining  a  system  designed  to  evaluate  continuously,  and  to revise as
appropriate, the processes and controls described in (i) and (ii) above.        

Risk  oversight forms part of a Board's general oversight of a Fund's investment
program  and  operations  and  is addressed as part of various regular Board and
committee activities. Each Fund's investment management and business affairs are
carried out by or through the Adviser and other service providers. Each of these
persons  has an independent interest in risk management but the policies and the
methods  by  which  one  or  more  risk management functions are carried out may
differ  from  the  Fund's  and  each  other's  in the setting of priorities, the
resources available or the effectiveness of relevant controls. Oversight of risk
management  is  provided  by  the  Board  and the Audit Committee. The Directors
regularly  receive  reports from, among others, management (including the Global
Heads  of  Investment  Risk  and  Trading  Risk of the Adviser), a Fund's Senior
Office  (who  is  also  a  Fund's  chief  compliance  officer),  its independent
registered  public  accounting  firm,  counsel,  and  internal  auditors for the
Adviser,  as  appropriate,  regarding  risks faced by the Fund and the Adviser's
risk management programs.                                                       

Not  all  risks  that  may  affect a Fund can be identified, nor can controls be
developed  to  eliminate  or mitigate their occurrence or effects. It may not be
practical  or  cost-effective  to  eliminate  or  mitigate  certain  risks,  the
processes and controls employed to address certain risks may be limited in their
effectiveness,  and  some  risks are simply beyond the reasonable control of the
Fund  or the Adviser, its affiliates or other service providers. Moreover, it is
necessary  to bear certain risks (such as investment-related risks) to achieve a
Fund's goals. As a result of the foregoing and other factors a Fund's ability to
manage risk is subject to substantial limitations.                              

As  of  September  3,  2010,  to  the knowledge of management, the Directors and
officers  of  each Fund, both individually and as a group, owned less than 1% of
the  shares  of any Fund. Additional information related to the equity ownership
of  the  Directors  in each of the Funds and the compensation they received from
the  Funds  is  presented  in  Appendix  [B].  During  each Fund's most recently
completed  fiscal  year,  the  Fund's Directors as a group did not engage in the
purchase or sale of more than 1% of any class of securities of the Adviser or of
any of its parents or subsidiaries.                                             

During  the  Fund's  most recent fiscal year ended in 2009 or 2010, the Board of
ABS met 7 times; of ABSS met 6 times; of ABF met 6 times; of ACF met 6 times; of
ACOF  met 7 times; of ACS met 8 times; of ADYF met 6 times; of AEIF met 7 times;
of  AEXR  met  5  times; of AFIS met 6 times; of AGBF met 7 times; of AGGF met 7
times; of AGREIF met 7 times; of AGTGF met 6 times; of AGCF met 8 times; of AGIF
met  7 times; of AHIF met 9 times; of AIGF met 6 times; of ALCGF met 7 times; of
AMIF  met  8  times; of AMIF II met 7 times; of ASMCGF met 6 times; of ABT met 8
times;  and  of  TAP met 8 times. The Funds do not have a policy that requires a
Director to attend annual meetings of stockholders.                             

Each Fund's Board has four standing committees: an Audit Committee, a Governance
and  Nominating  Committee, an Independent Directors Committee, and a Fair Value
Pricing  Committee.  The  members  of the Committees are identified above in the
table  listing  the  Directors. The function of the Audit Committee is to assist
the  Board  in its oversight of a Fund's financial reporting process. During the
Fund's  fiscal  year  ended  in  2009  or 2010, the Audit Committee of ABS met 2
times;  of ABSS met 2 times; of ABF met 2 times; of ACF met 2 times; of ACOF met
2  times;  of ACS met 4 times; of ADYF met 2 times; of AEIF met 2 times; of AEXR
met  2  times; of AFIS met 3 times; of AGBF met 4 times; of AGGF met 2 times; of
AGREIF  met  2  times;  of AGTGF met 2 times; of AGCF met 3 times; of AGIF met 2
times;  of  AHIF met 2 times; of AIGF met 2 times; of ALCGF met 2 times; of AMIF
met  2 times; of AMIF II met 2 times; of ASMCGF met 2 times; of ABT met 2 times;
and of TAP met 2 times.                                                         

Each  Fund's  Board  has  adopted  a  charter  for its Governance and Nominating
Committee.  Pursuant  to the charter of the Governance and Nominating Committee,
the  Committee  assists  each  Board  in  carrying out its responsibilities with
respect  to  governance  of  a  Fund  and  identifies, evaluates and selects and
nominates  candidates  for  that  Board. The Committee also may set standards or
qualifications  for  Directors  and reviews at least annually the performance of
each  Director,  taking  into  account  factors  such as attendance at meetings,
adherence  to  Board  policies,  preparation  for and participation at meetings,
commitment and contribution to overall work of the Board and its committees, and
whether  there  are  health  or  other  reasons that might affect the Director's
ability  to  perform his or her duties. The Committee may consider candidates as
Directors  submitted  by  a  Fund's  current Board members, officers, investment
adviser, stockholders and other appropriate sources.                            

The  Governance and Nominating Committee will consider candidates submitted by a
stockholder  or group of stockholders who have beneficially owned at least 5% of
a  Fund's outstanding common stock or shares of beneficial interest for at least
two  years  prior  to  the  time  of submission and who timely provide specified
information  about the candidates and the nominating stockholder or group. To be
timely  for  consideration  by  the  Committee,  the  submission,  including all
required  information,  must  be  submitted  in  writing to the attention of the
Secretary  at  the  principal executive offices of a Fund not less than 120 days
before the date of the proxy statement for the previous year's annual meeting of
stockholders  or,  if  an  annual meeting was not held in the previous year, all
required  information must be received within a reasonable amount of time before
the  Fund  begins  to  print  and  mail  its proxy materials. The Committee will
consider  only  one  candidate  submitted  by  such  a  stockholder or group for
nomination for election at an annual meeting of stockholders. The Committee will
not consider self-nominated candidates.                                         

The  Governance  and  Nominating Committee will consider and evaluate candidates
submitted  by  stockholders  on  the basis of the same criteria as those used to
consider  and  evaluate  candidates submitted from other sources. These criteria
include  the  candidate's  relevant  knowledge,  experience,  and expertise, the
candidate's  ability to carry out his or her duties in the best interests of the
Fund  and  the  candidate's ability to qualify as a disinterested Director. When
assessing  a  candidate  for  nomination,  the  Committee  considers whether the
individual's  background, skills, and experience will complement the background,
skills, and experience of other nominees and will contribute to the diversity of
the Board.                                                                      

During  the Fund's most recent fiscal year ended in 2009 or 2010, the Governance
and  Nominating  Committee of ABS met 4 times; of ABSS met 5 times; of ABF met 4
times;  of ACF met 4 times; of ACOF met 4 times; of ACS met 4 times; of ADYF met
4  times; of AEIF met 4 times; of AEXR met 4 times; of AFIS met 4 times; of AGBF
met  4  times; of AGGF met 4 times; of AGREIF met 4 times; of AGTGF met 4 times;
of  AGCF  met  4  times; of AGIF met 4 times; of AHIF met 4 times; of AIGF met 4
times;  of  ALCGF  met  4 times; of AMIF met 4 times; of AMIF II met 4 times; of
ASMCGF met 4 times; of ABT met 4 times; and of TAP met 4 times.                 

The  function  of  each  Fund's  Fair Value Pricing Committee is to consider, in
advance  if  possible,  any  fair  valuation decision of the Adviser's Valuation
Committee  relating  to  a  security  held by a Fund made under unique or highly
unusual  circumstances  not  previously  addressed  by  the  Adviser's Valuation
Committee that would result in a change in the Fund's net asset value ("NAV") by
more  than $0.01 per share. The Fair Value Pricing Committee did not meet during
any Fund's most recently completed fiscal year.                                 

The  function  of each Fund's Independent Directors Committee is to consider and
take  action on matters that the Board or Committee believes should be addressed
in executive session of the disinterested Directors, such as review and approval
of  the  Advisory,  Distribution Services and Transfer Agency Agreements. During
the  Fund's  fiscal  year  ended  in  2009  or  2010,  the Independent Directors
Committee  of  ABS  met 7 times; of ABSS met 6 times; of ABF met 6 times; of ACF
met  6  times;  of ACOF met 7 times; of ACS met 7 times; of ADYF met 6 times; of
AEIF met 7 times; of AEXR met 5 times; of AFIS met 6 times; of AGBF met 6 times;
of  AGGF met 6 times; of AGREIF met 7 times; of AGTGF met 6 times; of AGCF met 7
times;  of  AGIF met 7 times; of AHIF met 6 times; of AIGF met 7 times; of ALCGF
met 6 times; of AMIF met 7 times; of AMIF II met 7 times; of ASMCGF met 6 times;
of ABT met 7 times; and of TAP met 7 times.                                     

Each  Board has adopted a process for stockholders to send communications to the
Board  of their Fund. To communicate with a Board or an individual Director of a
Fund,  a  stockholder must send a written communication to that Fund's principal
office  at  the  address  listed  in  the  Notice  of  Joint  Annual  Meeting of
Stockholders  accompanying  this Proxy Statement, addressed to the Board of that
Fund  or  the  individual  Director.  All stockholder communications received in
accordance  with  this  process will be forwarded to the Board or the individual
Director to whom or to which the communication is addressed.                    

EACH  BOARD  UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" EACH OF THE
NOMINEES  TO  SERVE  AS  A DIRECTOR OF THE APPLICABLE FUND. THE ELECTION OF EACH
NOMINEE REQUIRES THE AFFIRMATIVE VOTE OF A PLURALITY OF THE VOTES CAST.         

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PROPOSAL TWO
AMENDMENTS TO INVESTMENT ADVISORY AGREEMENTS FOR CERTAIN FUNDS

A. AMENDMENTS TO INVESTMENT ADVISORY AGREEMENTS OF CERTAIN FUNDS TO 
CONFORM FEE MEASUREMENT PERIODS 

ACF - ALLIANCEBERNSTEIN SMALL CAP GROWTH PORTFOLIO ("ACF-SCG")
AGTGF 

      The  Board  considered  and approved the Adviser's recommendation to amend
each  of the investment advisory agreements for ACF-SCG and AGTGF (together, the
"Measurement  Advisory  Agreements"). The ACF-SCG Measurement Advisory Agreement
was  initially  approved  by the Directors on September 27, 1971, but an amended
and  restated  Agreement, effective July 22, 1992, was approved by the Directors
on  October 22, 1991 and by stockholders on June 11, 1992. The AGTGF Measurement
Advisory Agreement was initially approved by the Directors on December 22, 1981,
but  an amended and restated Agreement, effective July 22, 1992, was approved by
the  Directors  on  October  22,  1991 and by stockholders on June 11, 1992. The
standard  investment  advisory  agreement  between  the  Adviser and other Funds
provides  that  the  advisory  fee rate is calculated as a percentage of average
daily  net  assets.  The Measurement Advisory Agreements vary from this standard
and provide that the fee rate is calculated as a percentage of net assets at the
end  of  the  preceding  calendar  quarter. We are proposing an amendment to the
Measurement  Advisory  Agreements  to provide that the advisory fee rate will be
calculated  as a percentage of average daily net assets to eliminate disparities
between the contractual fee rate and the effective fee rate that result from the
calculation of the fee rate as of the end of each preceding calendar quarter.   

      The fee calculation in the Measurement Advisory Agreements varies from the
current standard for historical reasons related to the initial approval dates of
the  Measurement  Advisory  Agreements. The fee calculation was not changed when
the  Measurement  Advisory Agreements were subsequently amended and restated. We
are  recommending  that the stockholders approve a change in the fee calculation
methodology  at  this  time  because  it has become apparent due to, among other
things,  recent  fluctuations  in  Fund  asset  levels  that  variations  in the
effective  fee  resulting  solely from the method of calculating the fee are not
justified.  The  change will also standardize the fee calculations for the Funds
and conform to current industry practice.                                       

      The  standard  fee  rate  currently  in  place  for  other  Funds averages
variations  in  the net assets of a Fund so that a Fund's effective advisory fee
is  generally  equal  to the contractual rate. In the case of ACF-SCG and AGTGF,
however,  the  calendar  quarter  measurement  of  the  advisory  fee results in
effective  fee  rates  that  may  be  higher  or  lower  than,  or equal to, the
contractual  fee  rate due solely to variations in net assets at the end of each
calendar  quarter.  For  example,  the  contractual  fee  rate for both Funds is
currently  0.75% but the effective fee rate at the end of each of the last three
fiscal   years  ending  July  31,  2008,  July  31,  2009  and  July  31,  2010,
respectively,  was 0.76%, 0.78% and 0.75% for ACF-SCG and 0.73%, 0.73% and 0.74%
for  AGTGF. This historical information illustrates differences in the fee rates
resulting  from  the calendar quarter measurement period. The effective fee rate
for  ACF-SCG  was higher than the contractual fee rate for the fiscal years 2008
and 2009 and the effective fee rate for AGTGF was lower than the contractual fee
rate  for  the last three fiscal years. In addition, the effective fee rates may
vary significantly from calendar quarter end to calendar quarter as shown in the
table below.                                                                    

ACF-SCG                                                                         

As  of          As  of           As  of          As  of     
      end of 1st      end of 2nd      end of 3rd      end of 4th         FYE
Period  Quarter (3/30)  Quarter (6/30)  Quarter (9/30)  Quarter (12/30)  (7/31) 
------ --------------- --------------- --------------- ---------------- ------- 
2008     0.72%           0.66%           0.52%             0.83%         0.76%
2009     0.88%           0.79%           0.80%             0.84%         0.78%
2010     0.87%           0.62%            N/A               N/A          0.75%

AGTGF                                                                           

As  of          As  of           As  of          As  of     
      end of 1st      end of 2nd      end of 3rd      end of 4th         FYE
Period  Quarter (3/30)  Quarter (6/30)  Quarter (9/30)  Quarter (12/30)  (7/31) 
------ --------------- --------------- --------------- ---------------- ------- 
2008     0.71%           0.63%           0.46%             0.80%         0.73%
2009     0.86%           0.74%           0.80%             0.78%         0.73%
2010     0.82%           0.68%            N/A               N/A          0.74%

      These  differences  are  primarily  due  to  changes in a Fund's net asset
levels. In the case of declining net assets, the effective fee rate would likely
be  lower  than  the  contractual  fee  rate, as is the case for AGTGF recently.
ACF-SCG  has  also  experienced  periods  of  declining  net  assets over recent
periods,  but  not  as  significantly  as AGTGF, and has recently seen net asset
levels  increase,  resulting  in  its  effective fee rate exceeding 0.75% in the
fiscal  years  2008 and 2009. If a Fund had a fairly stable level of net assets,
it  is likely that the effective fee rate would be approximately the same as the
contractual rate.                                                               

      If  the  proposed  advisory  fee  rate had been in effect as of the Funds'
recent fiscal year end of July 31, 2010, the expense ratio for ACF-SCG's Class A
shares  (and  other Classes) would have been the same, but the expense ratio for
AGTGF's   Class  A  shares  would  have  increased  from  1.55%  to  1.56%  with
corresponding changes for other Classes of AGTGF's shares.                      

      Since  the  change  to  the  measuring period could result in an effective
advisory  fee  that  is  higher  than the current contractual advisory fee under
certain  circumstances,  we  are  requesting  that  the stockholders approve the
proposed  amendments  to  the  Measurement  Advisory  Agreements.  The  proposed
amendments  would  not  affect  any  other  terms  of  the  Measurement Advisory
Agreements.                                                                     

APPROVAL  OF  PROPOSAL  2.A.  REQUIRES  THE AFFIRMATIVE VOTE OF THE HOLDERS OF A
"MAJORITY OF THE OUTSTANDING VOTING SECURITIES," OF EACH FUND, AS DEFINED IN THE
1940  ACT, WHICH MEANS THE LESSER OF (I) 67% OR MORE OF THE VOTING SECURITIES OF
THE  FUND PRESENT OR REPRESENTED BY PROXY IF THE HOLDERS OF MORE THAN 50% OF THE
FUND'S  OUTSTANDING  VOTING  SECURITIES  ARE PRESENT OR REPRESENTED BY PROXY, OR
(II)  MORE  THAN 50% OF THE OUTSTANDING VOTING SECURITIES OF THE FUND ("1940 ACT
MAJORITY  VOTE").  THE  BOARD, INCLUDING THE INDEPENDENT DIRECTORS, OF EACH FUND
UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS OF EACH FUND VOTE FOR PROPOSAL 2.A.

      B.    AMENDMENT   TO   INVESTMENT  ADVISORY  AGREEMENT  OF  TAP  REGARDING
REIMBURSEMENT OF ADMINISTRATIVE EXPENSES                

      The  Board  considered  and approved the Adviser's recommendation that the
investment  advisory agreement of TAP (the "TAP Advisory Agreement") be amended.
The  standard  investment advisory agreement between the Adviser and other Funds
includes  an  investment advisory fee and also provides for the reimbursement to
the  Adviser  of  the  costs  of  certain non-advisory services that the Adviser
provides  to  the  Fund at the request of the Fund. These reimbursable costs are
for   personnel  performing  certain  administrative  services  for  the  Funds,
including  clerical,  accounting,  legal  and  other  services  ("administrative
services   expenses").   The   TAP  Advisory  Agreement  does  not  provide  for
reimbursement  of  the administrative services expenses that are provided to the
Portfolios  of  TAP  as  do the standard investment advisory agreements. The TAP
Advisory  Agreement was initially approved by the Directors on February 16, 1993
and  March  31,  1993.  The  TAP Advisory Agreement is different from most other
Funds'  investment  advisory agreements because the TAP Portfolios were acquired
from another fund complex without changes to the TAP Advisory Agreement upon the
acquisition.  Implementation of the reimbursement provision for a Portfolio will
be subject to the approval of the Directors of TAP.                             

      The proposed amendment would add a provision to the TAP Advisory Agreement
authorizing   reimbursement  to  the  Adviser  of  the  administrative  services
expenses.  The  Adviser's  employees  provide  the  same  type of administrative
services  to  the  TAP  Portfolios as they do for other Funds but, under the TAP
Advisory   Agreement,   the   Adviser   receives   no  reimbursement  for  these
administrative  services  expenses. Reimbursement of expenses for administrative
services  is  a  common  arrangement  in  the  fund  industry. The reimbursement
obligation  may be included in an investment advisory agreement or in a separate
agreement.  The  Directors  concurred  with  the  Adviser  that the same type of
reimbursement  arrangement  for administrative services expenses should apply to
TAP as applies to the other Funds.                                              

      The  following  table  shows for the fiscal year to date period ended July
31,  2010  each TAP Portfolio's current expense ratio for Class A shares and the
effect  of  the  proposed  amendment,  if  approved  by  stockholders,  on  each
Portfolio's expense ratio to three decimal points:                              

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                                                   EXPENSE RATIO   EXPENSE RATIO
                                                     WITHOUT         INCLUDING
                    PORTFOLIO                      REIMBURSEMENT   REIMBURSEMENT
                   -------------                   -------------   -------------
TAP Portfolios                                                                  
AllianceBernstein Growth Fund                     1.543%           1.551% 
AllianceBernstein Balanced Wealth Strategy        0.996%           0.999% 
AllianceBernstein Wealth Appreciation Strategy    1.114%           1.117% 
AllianceBernstein Conservative Wealth Strategy    1.003%           1.010% 
AllianceBernstein Tax-Managed Balanced Wealth     1.113%           1.136% 
Strategy                                                              
AllianceBernstein Tax-Managed Wealth              1.049%           1.056% 
Appreciation Strategy                                                 
AllianceBernstein Tax-Managed Conservative        1.211%           1.256% 
Wealth Strategy                                                     

      As  the  table  indicates, the effect of the proposed amendment on the TAP
Portfolios' expense ratios is modest at current asset levels.                   

      The  Directors  agreed  with the Adviser's recommendation that it would be
appropriate  for  the  TAP  Advisory Agreement to be amended to include the same
provisions relating to administrative services expenses as those in the advisory
agreements  for  most  other  Funds.  All  other  provisions of the TAP Advisory
Agreement  would remain the same except for certain minor conforming amendments.
We  are  requesting that you approve the amendment to the TAP Advisory Agreement
because  it would result in an increase, as reflected above, in the compensation
paid to the Adviser under the TAP Advisory Agreement.                           

APPROVAL OF PROPOSAL 2.B. REQUIRES THE AFFIRMATIVE VOTE OF THE STOCKHOLDERS OF A
1940 ACT MAJORITY WITH RESPECT TO THE FUND. THE BOARD, INCLUDING THE INDEPENDENT
DIRECTORS,  OF THE FUND UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS OF THE FUND
VOTE FOR PROPOSAL 2.B.                                                          

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PROPOSAL THREE

AMENDMENTS TO DECLARATIONS OF TRUST FOR CERTAIN FUNDS ORGANIZED AS
Massachusetts BUSINESS TRUSTS 

AEXR, AMIF II, ABT

A.    AMENDMENT OF DECLARATIONS                                     

      The  Board  considered  and approved the Adviser's recommendation to amend
the Declarations of Trust (the "Declarations") of each of the Funds listed above
that are organized as Massachusetts Business Trusts ("MBTs"). A stockholder vote
is  required  to  amend  the existing Declarations (the "Existing Declarations")
under   certain   circumstances.   The   proposed  amendments  to  the  Existing
Declarations (the "Amendments") would provide the Directors with broad authority
to amend the Declarations without a vote of stockholders. The proposed Amendment
to each Declaration is set forth below:                                         

The  Trustees  may  by  vote  of  a majority            
of the Trustees then in office  amend  or               
otherwise supplement the Declaration by making an       
amendment,  a  Declaration  supplemental  hereto        
or  an amended and restated Declaration.                

      The   Amendment  would  replace  Article  VIII,  Section  8  for  the  ABT
Declaration  in  its  entirety and would replace certain portions of Section 9.3
for  the  AEXR  and  AMIF II Declarations. The Declarations for AEXR and AMIF II
will  continue  to  require  the  express consent of any affected stockholder or
director for the repeal of limitations on personal liability and prohibitions of
assessment  on stockholders and will also continue to specify certain procedural
requirements relating to amendments to the Declarations.                        

      By  allowing  future  amendments  of  a  Declaration  without  stockholder
approval, the Amendments would remove limits on the Directors' authority to take
actions  that they believe would be in the best interests of the Funds and their
stockholders.  The  Amendments  give  the  Directors the necessary authority and
flexibility  to  react  quickly  to  changes  in legal and regulatory conditions
without the cost and delay of a stockholder meeting when the Directors determine
that the action is in the best interests of stockholders.                       

      The  Funds  are subject to comprehensive regulation under the 1940 Act and
Massachusetts  law  and  a  Board  would  still  be  required to submit a future
amendment  to a Declaration to a vote of a Fund's stockholders if applicable law
were  to  require  such  a vote. Currently, Massachusetts law does not require a
stockholder  vote on amendments to a declaration of trust unless the declaration
otherwise provides.                                                             

B.    OTHER AMENDMENTS TO DECLARATIONS                              

      In  connection  with  approval of the Amendments, the Board considered and
approved  the  Adviser's recommendation to adopt certain other amendments to the
AEXR,  AMIF II and ABT Declarations. These amendments will become effective only
if stockholders approve Proposal 3. The Directors could approve these amendments
after  the Meetings if stockholders approve Proposal 3, but we want stockholders
to  understand  the  other  proposed amendments approved by the Directors. These
amendments are intended to enable the Directors to take actions that would be in
the  best  interests  of  stockholders without the cost and delay of obtaining a
stockholder  vote and to improve efficient administration of the Funds under the
Declarations.                                                                   

      Provisions  of  the  Existing  Declarations  for  these  Funds  require  a
stockholder   vote   to   approve   a   reorganization   or  merger  of  a  Fund
("Reorganization  Provision") and, with respect to AEXR and AMIF II, termination
of  the  trust  ("Termination  Provision")  and liquidation of a series or class
("Liquidation   Provision").   The   Directors   approved   amendments   to  the
Reorganization   Provision,   the  Termination  Provision  and  the  Liquidation
Provision  that  would  eliminate  the  stockholder  vote  requirement  unless a
stockholder  vote  is  required  by  the  1940  Act or other applicable law. The
stockholder  vote  requirement  in  the  Reorganization  Provision,  Termination
Provision   and   Liquidation   Provision   was  historically  included  in  the
declarations  of  MBTs  and is now uncommon. Conforming amendments would also be
made to sections of the relevant Declarations that set forth the items for which
stockholders  have the power to vote. These sections are Section 7.1 of the AEXR
and AMIF II Declarations and Article V, Section 1 of the ABT Declaration.       

      The  Board  also considered and approved the Adviser's recommendation that
they  approve  certain  other  administrative  amendments to the Declarations as
follows:                                                                        

           1.  Quorum  Requirements.  The  AEXR,  AMIF  II  and ABT Declarations
establish  higher  quorum  requirements  for a stockholder meeting than those of
many  of  the  other  Funds.  For  AEXR and AMIF II, the quorum requirement is a
majority  of the shares entitled to vote and, for ABT, the quorum requirement is
40%  of  the  shares entitled to vote. The higher quorum requirements may impede
the  conduct  of  a  stockholder meeting because action cannot be taken unless a
quorum   is   present.   The   Board   considered  and  approved  the  Adviser's
recommendation to amend the quorum requirement to reduce it to 30% of the shares
entitled  to  vote. A lower quorum will reduce the likelihood of the expense and
delay  of  adjourning a meeting or resoliciting stockholders should a quorum not
be  present  in person or by proxy. The revised quorum requirement is similar to
the  quorum  requirements  applicable  to  a  majority  of other Funds, which is
one-third  of  the  shares entitled to vote. The Directors have also approved an
amendment  to  the  Bylaws  of  AEXR  and AMIF II in order to conform the quorum
requirements to their amended Declarations.                                     

           2.  Record  Date.  The AEXR and AMIF II Declarations provide that the
Directors  may  set a record date not more than 60 days prior to the date of any
stockholder  meeting.  This record date period is shorter than the 90-day period
applicable to other Funds and may make it more difficult for the Funds to timely
deliver  proxies  to  stockholders  and solicit stockholder votes. The Directors
considered  and  approved  the Adviser's recommendation for the amendment of the
record date requirement to authorize the Directors to set a record date not more
than 90 days prior to the date of a stockholder meeting.                        

           3.  Director  Meetings.  The AEXR and AMIF II Declarations require an
annual  meeting  of  the Directors to be held not later than the last day of the
fourth  month after the end of a Fund's fiscal year end. These provisions impose
unnecessary  requirements  upon  the  holding  of  Director  meetings. The Board
considered  and  approved  the Adviser's recommendation to approve amendments to
the Declarations to eliminate these provisions.                                 

APPROVAL  OF  PROPOSAL 3 WITH RESPECT TO EACH FUND REQUIRES THE AFFIRMATIVE VOTE
OF  A  MAJORITY  OF  THE  SHARES  ENTITLED  TO  VOTE.  THE  BOARD, INCLUDING THE
INDEPENDENT DIRECTORS, OF EACH FUND UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS
OF EACH FUND VOTE FOR PROPOSAL 3.                                               

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PROPOSAL FOUR 

AMENDMENT AND RESTATEMENT OF CHARTERS FOR CERTAIN FUNDS ORGANIZED AS
MARYLAND CORPORATIONS 

ABS, ABSS, ACF, ACOF, AEIF, AGREIF, AGTGF, AGCF, AGIF, AHIF, AIGF, ALCGF

      Each  Fund subject to this Proposal is organized as a Maryland corporation
and is subject to the Maryland General Corporation Law ("MGCL"). Under the MGCL,
a  Fund  is  formed  pursuant  to  a  charter (each a "Charter") that sets forth
various  provisions relating primarily to the governance of that Fund and powers
of  the  Fund  to conduct business. Each Fund's Board has declared advisable and
recommends  to  the  Fund's  stockholders  the  amendment and restatement of the
Charter  of  that  Fund.  The  Adviser  advised  the Board of each Fund that the
proposed  amendments  have  two primary objectives. First, the Adviser believes,
and  the  Director  agree,  that  it  is  important  to modernize and update the
Charters to take full advantage of the flexibility afforded by the provisions of
the  MGCL,  as  they  currently  exist  or may be changed in the future. Second,
stockholders  of  many of the other Funds approved the amendment and restatement
of their Charters in 2005 and the Adviser believes that it is beneficial for all
of the Funds' Charters to be standardized so that there are no differences among
the  Funds.  In  the  past,  the  existence  of different Charter provisions has
imposed  burdens  in  administering  the  Funds  and, in some cases, limited the
Board's  authority  to  take  actions  that  would  benefit  that  Fund  and its
stockholders.                                                                   

      Many of the amendments are technical amendments that are designed to allow
a Fund's Board to take full advantage of the provisions of the MGCL. Some of the
Funds  are  older  Funds.  Since their formation, law and industry practice have
changed  significantly,  and  the  Charters  for these Funds contain significant
variations  form  the Charters of more recently organized Funds. Some provisions
of these Charters are now obsolete because they are regulated by the 1940 Act or
the  MGCL  and are no longer required in the Charters. Other provisions conflict
with,  or  permit  activities prohibited by, law. For these reasons, the Adviser
recommended  to  the  Boards  the  amendment  and restatement of the Charters as
discussed  below  in  order  to  modernize  and  standardize  them,  which  will
facilitate  a  Board's  ability  to  direct  the  management of the business and
affairs  of  a Fund as it deems advisable and in accordance with the Fund's best
interests.  Each  Board  recommends  that stockholders approve the amendment and
restatement  of  the Charter for their Fund.(1) The amendment and restatement of
each  Charter  will  be  accomplished  by repealing in their entirety all of the
existing  Charter provisions and substituting in lieu thereof the new provisions
set  forth  in  the  Form  of Articles of Amendment and Restatement (each a "New
Charter" and, together, the "New Charters") attached as Appendix [C]. A detailed
summary of the amendments is set forth below. If a stockholder of any Fund would
like  a  copy  of  the  current  Charter for that Fund, please write to Kristine
Antoja  at  AllianceBernstein  L.P.,  1345 Avenue of the Americas, New York, New
York 10105.                                                                     

---------------                                                                 

(1)   Some  Funds  are  organized  as  series  funds  and they may have separate
      portfolios  that  are  regarded as separate investment companies under the
      1940  Act.  However,  all  portfolios  of  a Fund are governed by the same
      Charter  and stockholders of each series will vote on the proposed charter
      amendments.  Therefore,  if  approved  by  the stockholders, a New Charter
   (defined below) will govern all of the portfolios operated by its Fund.

      If  approved,  the  New  Charters  will  give a Board more flexibility and
broader  authority  to  act  than  do  the  existing  charters.  This  increased
flexibility  is intended to allow the Directors to react more quickly to changes
in  competitive  and  regulatory  conditions and allow the Funds to operate in a
more efficient and economical manner.                                           

      While each of the New Charters of the Funds are generally the same (except
for  variations  with  respect to authorization and classification of stock), as
explained  above,  some  of  the  Funds'  existing  Charters  are  significantly
different.  So,  the  actual provisions being repealed or amended will vary from
Fund  to Fund. The proposed amendments to the Charters fall generally under four
broad  categories:  (i)  series and class structure and related provisions; (ii)
stockholder  voting provisions; (iii) mandatory and other redemption provisions;
and  (iv) indemnification provisions. Certain of the older Funds have additional
categories.  The  following  discusses the material changes for the Funds within
these  broad  categories  and  the  additional categories, discusses the Boards'
recommendations  as  to  each  amendment,  and identifies each Fund for which an
amendment is applicable.                                                        

A.    SERIES AND CLASS STRUCTURE AND RELATED PROVISIONS             

      The  Adviser  recommended, and the Boards declared advisable, the proposed
amendments concerning the establishment and administration of series and classes
(2)  of the Funds' stock to update the Charters and to provide the Funds' Boards
with  the broadest flexibility to act with respect to series or classes of stock
under the MGCL subject to the 1940 Act. The proposed amendments are as follows: 

---------------------                                                           

(2)   If  a Fund is a series fund, the stockholders of each portfolio own shares
      of  a  specific series of stock. Stock of a specific series (or portfolio)
may be divided into more than one class of shares.                  

      o     Provide  for  the automatic readjustment of the number of authorized
            shares  of  a  class  or  series  of  a  Fund that are classified or
            reclassified  into  shares  of  another class or series of the Fund.
            This   change   is   administrative   and   provides  for  automatic
            readjustment  in  the  number of shares in the charter where changes
are made to one series or class.                        

All Funds.                                              

      o     Clarify  that  the  Directors  have  sole discretion to allocate the
            Fund's  general  assets not otherwise identifiable as belonging to a
            particular  series  or  class  to  and  among  one or more series or
            classes and to provide that any general assets allocated to a series
 or class will irrevocably belong to that series or class.

All Funds.                                              

      o     Provide  that  debts,  liabilities,  obligations  and  expenses of a
            series  or class are enforceable only with respect to that series or
class and not against the assets of a Fund generally.   

All Funds.                                              

      o     Provide  that the Directors may establish a specified holding period
            prior  to  the  record  date  for  stockholders  to  be  entitled to
            dividends  (deleting  for some Funds a requirement that such holding
            period  may  not  exceed  72 hours) and to provide that dividends or
distributions may be paid in-kind.                      

All Funds.                                              

      o     Clarify  that  (i) debts, liabilities, obligations and expenses of a
            series  or  class  shall  be charged to the assets of the particular
            series  or  class and (ii) the Directors' determination with respect
            to  the  allocation  of  all  debts,  liabilities,  obligations  and
expenses is conclusive.                                 

            (i)  All  Funds except ABS and AGIF. (ii) Applicable only to ACF and
AGTGF.                                                  

      o     Permit  the Board discretion to provide for the automatic conversion
            of  any  share  class  into  any  other  share  class  to the extent
            disclosed  in  the  Fund's  registration  statement and permitted by
            applicable   law   and   regulations  and  replace,  to  the  extent
            applicable,  specific  conversion provisions with respect to a class
or series.                                              

All Funds except ABSS, ACOF, AGREIF and AGCF.           

      o     Clarify  that  redeemed  or  otherwise acquired shares of stock of a
            series  or  class shall constitute authorized but unissued shares of
            stock  of that series or class and, in connection with a liquidation
            or  reorganization  of  a  series  or  class  of  a  Fund  in  which
            outstanding shares of such class or series are redeemed by the Fund,
            that  all  authorized  but  unissued  shares of such class or series
            shall  automatically  be  returned  to  the status of authorized but
            unissued  shares  of common stock, without further designation as to
series or class.                                        

All Funds.                                              

B.    STOCKHOLDER VOTING PROVISIONS                                 

      The  Adviser recommended, and the Board declared advisable, proposed minor
changes to each Fund's voting provisions. These changes are intended to give the
Directors  more  flexibility  in  setting  voting  requirements  consistent with
current  MGCL provisions and the best interests of the Funds. These changes also
clarify quorum requirements at meetings for specific classes or series and for a
Fund as a whole. The proposed amendments are as follows:                        

      o     Permit,  if  approved by the Directors as to any matter submitted to
            stockholders,  a  Fund  to  calculate  the  number of votes to which
            stockholders are entitled to cast on such matter on the basis of the
            net  asset  value of shares rather than on the basis of one vote for
            each share outstanding. A Fund would be required to obtain exemptive
            relief from the SEC in order to calculate stockholder votes entitled
            to  be cast in this manner. This amendment would permit the Funds to
            address  circumstances  in  which there are large disparities in net
            asset  value  per  share  among  the  series  of a Fund resulting in
            inequitable  voting  rights  among  the  stockholders of the various
            series in relation to the value of a stockholder's investment. While
            the  Funds  do not currently intend to seek exemptive relief, if the
            proposed  amendment  to  the charter is approved, the Funds would be
            able  to  rely  upon such relief if it is ever requested and granted
            without   any  need  to  seek  stockholder  approval  of  a  charter
amendment.                                              

All Funds.                                              

      o     Permit  the  Directors to determine that certain matters are subject
            to  vote only by a specific series or class of the Fund, rather than
            by  all stockholders of the Fund as a single class, for matters that
            are  not otherwise prescribed under the 1940 Act or other applicable
            law.  The charters currently provide that stockholders of a specific
            class  will  vote  on  issues  pertaining  only  to that class. This
            amendment  is  intended  to clarify that the Directors may make this
            determination  of  whether  an  issue pertains to a particular class
            when it is not otherwise specified by law. In addition, the proposed
            amendments would clarify that, where a separate class or series vote
            is  required, a quorum would be determined by the presence in person
            or  by  proxy  of  the  holders  of  shares  of that series or class
entitled to vote at the meeting.                        

All Funds.                                              

C.    MANDATORY AND OTHER REDEMPTION PROPOSALS                      

      The  Adviser  recommended, and the Boards declared advisable, the proposed
changes to give the Directors greater flexibility to determine when it is in the
best interests of a Fund to redeem shares or to impose fees upon redemption. For
example,  small  accounts  are  costly  for  the  Fund to maintain, often at the
expense  of  larger stockholders. Although the Directors have the ability to set
mandatory  redemption  amounts  within  the  limits  currently  set forth in the
charters,   the  proposed  change  would  provide  the  Directors  with  maximum
flexibility  to  set  mandatory  redemption  amounts  that are appropriate for a
Fund's  circumstances as well as to determine the method and timing of notice to
stockholders. In addition, these amendments would permit a Board to cause a Fund
to effect mandatory redemptions for other purposes, such as for a reorganization
or  liquidation  of  a  Fund  or one or more of its series or classes, which are
generally  permitted  by the MGCL to be undertaken without stockholder approval.
If  these  changes  are  adopted,  upon  approval  by  the  Board,  the  typical
reorganization  or  liquidation  will  require  only  the  stockholder  approval
required under the 1940 Act, if any. The proposed amendments are as follows:    

      o     Eliminate   the  specified  dollar  amount  included  for  mandatory
redemptions included in the charters.                   

All Funds.                                              

      o     Provide  the  Board  with  the  sole  discretion  to set a mandatory
redemption threshold for small accounts.                

ABS, AGTGF and AGIF.                                    

o     Eliminate the current stockholder notice requirement.         

All Funds except ABS and AGIF.                          

      o     Eliminate  a  cap  on  the  minimum  account  amount  for  mandatory
redemptions amount.                                     

All Funds.                                              

      o     Amend mandatory redemption provision to give the Board the authority
            to  redeem  shares for other purposes permitted under the MGCL, such
            as  liquidations  or reorganizations, subject to the requirements of
the 1940 Act.                                           

All Funds except ABS and AGIF.                          

      For  all  Funds except ABS, ACOF, AGCF and AGREIF, the proposed amendments
would  broaden  the  range  of  fees, which may currently include deferred sales
charges  and/or redemption fees that may be imposed at the time of redemption if
approved by the Board and consistent with applicable law. The amended provisions
would  refer  to "deferred sales charges, redemption fees or other amounts" that
may be imposed upon the redemption of shares. The Directors could determine that
a redemption fee to discourage market timing could be appropriate for a Fund and
the  proposed  amendments would give the Directors maximum flexibility to impose
such  fees.  Other  amounts  could include, for example, stockholder transaction
fees.  This  amendment  would  be  made applicable to all classes of shares. The
proposed  amendments would provide the Funds with the flexibility to impose such
fees,  although  the  Adviser  has  no current intention to recommend additional
stockholder fees.                                                               

D.    INDEMNIFICATION PROVISIONS                                    

      The charters of the Funds provide that, to the maximum extent permitted by
Maryland  law  and the 1940 Act, Directors and officers shall not be liable to a
Fund  for  money  damages. Moreover, the charters or Bylaws of the Funds provide
that,  to  the  maximum  extent  permitted  by  Maryland  law  and the 1940 Act,
Directors  and officers shall be indemnified by the Fund and shall have expenses
advanced  by  the Fund. The proposed amendments to certain of the charters would
specifically provide that a Fund has the power to indemnify and advance expenses
to  its  Directors  and officers to the maximum extent permitted by the 1940 Act
and the MGCL. The proposed amendments would also, among other things:           

      o     Clarify or provide that, to the maximum amount permitted by Maryland
            law  and  the  1940  Act, a Fund has the power to obligate itself to
indemnify and advance expenses to a director or officer.

All Funds (New provision for ABS and AGIF).             

      o     Allow  a  Fund,  with  approval  of  the Directors, to indemnify and
            advance  expenses  to  any  person  who  served  as a director for a
            predecessor  of the Fund in a capacity that may be indemnified under
the Fund's charter.                                     

All Funds.                                              

      o     Prohibit  retroactive changes to the indemnification provisions in a
            Fund's  Bylaws.  (Similar non-retroactivity provisions already cover
charter provisions.)                                    

All Funds except ABS and AGIF.                          

      o     Prohibit  retroactive changes to the indemnification provisions in a
Fund's Charter or By-laws.                              

ABS and AGIF.                                           

      o     Vest  in  the Funds the power to indemnify and advance expenses to a
            Fund's Directors and officers who, while serving as such for a Fund,
            also  serve  at  a  Fund's  request  in  a  like position of another
            enterprise  and  are subject to liability by reason of their service
in such capacity.                                       

All Funds except AGTGF.                                 

      o     Replace  the  specific  1940  Act limitations on indemnification and
            advance  of  expenses  in  cases  of willful misfeasance, bad faith,
            negligence,   or  reckless  disregard  for  duties  with  a  general
            reference  to  limitations on indemnification imposed under the 1940
Act.                                                    

All Funds except ABS, AGIF and AGTGF.                   

      We are recommending these amendments because it is important for a Fund to
be able to indemnify and advance expenses to the maximum extent permitted by law
in  order  to  promote  efficient  and  effective  management  of the Fund. More
restrictive  indemnification  provisions  may  make  it difficult to attract and
retain   qualified   Directors   and  officers  notwithstanding  the  protective
provisions in the Funds' Bylaws and the fact that the Directors have the benefit
of insurance.                                                                   

E.    OTHER REVISIONS FOR SPECIFIC FUNDS                            

1.    Corporate Purpose                                 

      The existing Charters of certain Funds enumerate a list of specific powers
of the Fund. Proposed changes would delete these provisions and each such Fund's
charter  would  provide instead that the Fund shall have all powers permitted by
the MGCL. A Fund is not required to list specific powers in its charter and this
specificity  may  hinder  a  Fund's operations and the Directors' flexibility in
determining  appropriate  actions for a Fund to undertake. The specific list may
restrict  the  Fund's  ability to be competitive in the market without incurring
the  cost  and  delay of a stockholder vote and to respond quickly to regulatory
developments  to  the  detriment  of  the Fund. By providing a Fund with all the
powers  permitted  under  the MGCL, the proposed amendments will give a Fund and
its Directors broader flexibility to administer and operate the Funds.          

      o     Delete  specific  powers  of a Fund, and provide instead that a Fund
         shall have all powers conferred upon it or permitted by the MGCL.

2.    Dividends and Distributions                       

      Two  of  the  Funds,  ABIS  and  AGIF, have various provisions relating to
dividends   and   distributions.  Such  provisions  were  presumably  considered
customary  and  desirable when these Funds were formed in 1932, but they are now
obsolete  or  unnecessary.  The  proposed  amendments  would eliminate these and
related  unnecessary  provisions  because the Funds' method and manner of making
dividends and distributions is regulated by the 1940 Act and federal tax law, as
well as applicable limitations on distributions under the MGCL.                 

      o     Delete   provision  that,  in  each  fiscal  year,  the  Fund  shall
            distribute  approximately  the amount of net cash income received by
the Fund during the fiscal year.                        

      o     Delete  a  provision  giving  the Directors discretion to distribute
            additional dividends from any assets of a Fund legally available for
payment thereof.                                        

      o     Delete  a  provision that requires a Board to sell all dividends and
            distributions  that  are not cash dividends, such as shares of stock
            of  a  company,  received by a Fund on its investments and to credit
            the  net cash proceeds of such sale to cash income and distribute it
to stockholders.                                        

3.    Class Provisions                                  

           Certain of the Funds have outdated provisions related to matters that
are  now governed by the 1940 Act or exemptions thereto. The proposed amendments
would:                                                                          

      o     Delete  a  provision  giving  the Board the authority to exclude the
            designation  of  the shares of a class or series from the definition
of a "senior security" under the 1940 Act.              

ACF.                                                    

      o     Delete  a  provision, as unnecessary, that permitted distribution to
            vary  from  class  to  class  for  the  purposes  of  complying with
regulatory or legislative requirements.                 

ACF and AGTGF.                                          

4.    Stockholder Voting Provision                      

      Certain  of the Funds charters are silent on the requirements for a quorum
for  transaction of business at stockholders meeting. Recent changes to the MGCL
generally permit, when a charter is silent on the requirements for a quorum at a
stockholders meeting, the Bylaws of a Fund to establish the quorum requirements.
The Bylaws of each of AGS, AGIF and AGTGF generally provide that, at any meeting
of  stockholders, the presence in person or by proxy of stockholders entitled to
cast  one-third  of  all  the  votes  entitled to be cast at such meeting on any
matter  shall  constitute a quorum. The New Charters establish quorum provisions
that  are  consistent  with  the  Bylaws  of  ABS,  AGIF, and AGTGF. The Adviser
proposed,  and  the Board deemed advisable that this quorum requirement be added
to  these  Funds' Charters. This is the same quorum requirement included in most
other Funds' Charters. The New Charters:                                        

      o     Provide  that  the  presence in person or by proxy of the holders of
            shares  entitled  to cast one-third of the votes entitled to be cast
would constitute a quorum for a stockholder meeting.    

ABS, AGIF and AGTGF.                                    

5.    Redemption Provisions                             

      The  proposed  amendments  would  delete  certain  provisions  relating to
redemptions  of shares. These provisions are now unnecessary because the matters
covered  by  them  are  governed  by  Maryland law or the 1940 Act. The proposed
amendments would:                                                               

      o     Delete  a provision terminating a stockholder's rights at the time a
     redemption price has been determined with certain exceptions.

ABS, ACF, AGIF and AGTGF.                               

      o     Delete  a  provision that authorizes a Fund, upon Board approval, to
            buy  back  shares  at  a  price  not exceeding net asset value by an
agreement with stockholders.                            

ABS, ACF, AGIF and AGTGF.                               

6.    Board of Directors                                

      The proposed amendments would provide that the minimum number of Directors
for  a  Fund  shall  be  one  and eliminate the maximum number of Directors. The
minimum  number is currently specified as two or three Directors and the maximum
as  twenty  (applies  to  ACF and AGTGF). The proposed amendments would give the
Directors  the  flexibility  to  determine  the  number  of  Directors  that are
appropriate for a Fund's Board based on the specific circumstances of the Fund. 

      The  proposed amendments would also revise the general powers of the Board
and  explicitly  permit  the  Board to authorize the issuance of stock and other
securities  without stockholder approval unless otherwise required by applicable
law. These amendments provide greater flexibility for the Directors to determine
appropriate  actions  for  a  Fund,  especially  to  issue  shares to the extent
permitted by the MGCL. The New Charters:                                        

      o     Provide that the minimum number of Directors for a Fund shall be one
            and  that  the  number  of  Directors  may  be fixed pursuant to the
Bylaws.                                                 

ABS, ACF, AGIF and AGTGF.                               

      o     Expand  or clarify that the general powers of a Board and explicitly
            permit  the  Board  to  authorize  the  issuance  of stock and other
securities without stockholder approval.                

ABS, ACF, AGIF and AGTGF.                               

7.    Interested Persons Provisions                     

      The  Charters  for  certain  Funds  currently  permit contracts to provide
services  between  the  Fund  and  interested persons of the Fund, including the
Adviser.  Affiliated  transactions  are regulated under the 1940 Act rather than
the MGCL. The proposed amendments would eliminate the following provisions:     

      o     Procedures  that a Fund must follow to enter into a contract with an
affiliate.                                              

ACF and AGTGF.                                          

      o     Provision  that  permits  interested  persons to contract to provide
            services  for  a  Fund  and  provide indemnification with respect to
those provisions.                                       

AGIF.                                                   

      o     Provisions  that  state  that contracts with interested persons will
            not  be  void  if  such  interest is disclosed to the Board and that
            permit  an  interested  person  to be counted towards a quorum for a
vote to authorize that contract.                        

ABS and AGIF.                                           

APPROVAL  OF  PROPOSAL 4 WITH RESPECT TO EACH FUND REQUIRES THE AFFIRMATIVE VOTE
OF THE HOLDERS OF SHARES ENTITLED TO CAST A MAJORITY OF THE VOTES ENTITLED TO BE
CAST.  THE  BOARD, INCLUDING THE INDEPENDENT DIRECTORS, OF EACH FUND UNANIMOUSLY
RECOMMENDS THAT THE STOCKHOLDERS OF EACH FUND VOTE FOR PROPOSAL 4.              

PROPOSAL FIVE 

CHANGES TO FUNDAMENTAL POLICIES REGARDING COMMODITIES 

ALL FUNDS (EXCEPT ABF-MULTI-ASSET INFLATION STRATEGY, 
ACF-MARKET NEUTRAL STRATEGY-U.S.
AND ACF-MARKET NEUTRAL STRATEGY-GLOBAL) 

      Section  8(b) of the 1940 Act requires a fund to disclose whether it has a
policy  to  engage in certain activities. Under the 1940 Act, these policies are
"fundamental"  and  may not be changed without a stockholder vote ("Section 8(b)
Policies").  The  Board considered and approved the Adviser's recommendation for
the modification of the fundamental commodities policies of the Funds.          

      The  Funds' current fundamental commodities policies prohibit the purchase
or  sale  of commodities regulated by the Commodities Futures Trading Commission
("CFTC") under the Commodity Exchange Act ("CEA") except for futures and options
on  futures contracts. The Funds' fundamental commodities policy reflected legal
requirements  in  effect  at  the  time  the  current  policy  was  adopted. The
derivatives transactions regulated as commodities by the CFTC under the CEA were
futures  and  options  on  futures  and  options on physical commodities. Swaps,
including  forward  currency exchange contracts, were specifically excluded from
regulation by the CFTC.                                                         

      As  part  of  its  recent  financial  reform initiative, Congress recently
enacted  legislation  that, among other things, amends the CEA to subject swaps,
including  forward currency exchange contracts, to CFTC regulation. As a result,
the  current  commodities  policy,  which  specifically  refers  to  commodities
regulated  by the CFTC, could potentially limit the Funds' flexibility to engage
in  certain swaps and forward currency exchange contracts following the adoption
of  regulations implementing the legislation. In order to clarify that the Funds
may  continue  to  engage  in  the  same  derivatives transactions that they are
permitted  to  engage  in today, regardless of whether a governmental agency may
regulate  these  instruments  in  the  future,  the Adviser recommended, and the
Directors approved, the following fundamental policy:                           

           The  Fund  may  not purchase or sell commodities except to the extent
           that  the  Fund  may  do so in accordance with applicable law and the
           Fund's  Prospectus  and  Statement of Additional Information, as they
may be amended from time to time.                         

      The  proposed  fundamental  policy  would make it clear that the Funds may
continue  to  engage  in  swaps, forward currency exchange contracts, as well as
futures,  options  on  futures, and any other commodity or commodities contracts
under  investment  policies  approved by the Directors and disclosed in a Fund's
Prospectuses  and  SAIs. The Adviser will continue to manage the Funds under the
policies  previously approved by the Directors and the proposed amendments would
not  result  in  a  change  to  a Fund's risk exposure. The amended policy would
permit Directors to modify the Funds' investment policies in response to changes
in  statutory and regulatory requirements without incurring the time and expense
of obtaining stockholder approval to change the policy and avoid issues relating
to any future changes in the regulation of commodities.                         

APPROVAL  OF  PROPOSAL  5 REQUIRES THE AFFIRMATIVE VOTE OF THE STOCKHOLDERS OF A
1940  ACT  MAJORITY  WITH  RESPECT  TO  EACH  FUND.  THE  BOARD,  INCLUDING  THE
INDEPENDENT DIRECTORS, OF EACH FUND UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS
OF EACH FUND VOTE FOR PROPOSAL 5.                                               

PROPOSAL SIX

RECLASSIFICATION OF FUNDAMENTAL INVESTMENT OBJECTIVES OF CERTAIN
FUNDS 

ABSS - U.S. LARGE CAP PORTFOLIO ("USLC")
AGCF

      The  Board  considered  and  approved the Adviser's recommendation for the
reclassification  of  the  investment  objectives  of  the Funds listed above as
non-fundamental.  The 1940 Act does not require the Funds' investment objectives
to  be  a fundamental policy that is changeable only by a stockholder vote. This
proposal  would  give  the  Directors  the  flexibility  to  revise  the  Funds'
investment   objective   to  respond  to  changed  market  conditions  or  other
circumstances  in  a  timely manner without the delay and expense of obtaining a
stockholder  vote.  We  are  not  proposing to change the investment objectives.
USLC's  investment  objective  is  the  same as the other AB Growth Funds, whose
investment   objectives  are  not  fundamental.  AGCF's  fundamental  investment
objective  requires  it  to  invest  at least 80% of its total assets in Greater
China  companies.  However,  ACGF is subject to Rule 35d-1, the so-called "Names
Rule",  which  also  requires  it to have a policy to invest at least 80% of its
assets  in securities of Greater China companies. While the Directors would have
the  flexibility  to  change the 80% requirement in its investment objective, it
would  still  be required to have an 80% policy as long as its name included the
reference to Greater China.                                                     

      As  with  other  investment  objectives, we intend to provide stockholders
with  advance  notice of not less than 60 days of any subsequent material change
to a Fund's investment objective.                                               

APPROVAL  OF  PROPOSAL  6 REQUIRES THE AFFIRMATIVE VOTE OF THE STOCKHOLDERS OF A
1940  ACT  MAJORITY  WITH  RESPECT  TO  EACH  FUND.  THE  BOARD,  INCLUDING  THE
INDEPENDENT DIRECTORS, OF EACH FUND UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS
OF EACH FUND VOTE FOR PROPOSAL 6.                                               

PART  III  - AUDIT COMMITTEE REPORT AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRMS                                                                           

AUDIT COMMITTEE REPORT

      The following Audit Committee Report was adopted by the Audit Committee of
each Fund.                                                                      

      The  Audit  Committee  operates  pursuant  to a written charter, a copy of
which  may  be found on the Adviser's website, https://www.alliancebernstein.com
(click   on   US   Investors  &  Financial  Advisors/Investment  Products/Mutual
Funds/Open-End). The purposes of the Audit Committee are to (1) assist the Board
in  its  oversight  of  the  accounting  and  financial  reporting  policies and
practices  of  the  Fund,  including:  (i)  quality  and integrity of the Fund's
financial  statements  and  the  independent  audit  thereof;  (ii)  the  Fund's
compliance  with  legal  and  regulatory  requirements,  particularly those that
relate  to  the  Fund's  accounting, financial reporting, internal controls over
financial  reporting, and independent audits; (iii) the retention, independence,
qualifications,  and  performance  of  the independent accountants; (iv) meeting
with  representatives  of the internal audit department of the Adviser regarding
such  department's  activities  relating  to  the  Funds;  and  (v)  the  Fund's
compliance  with  applicable  laws by receiving reports from counsel who believe
they  have  credible  evidence  of a material violation of law by the Fund or by
someone  owing  a  fiduciary  or other duty to the Fund; and (2) to prepare this
report.  As  set forth in the Audit Committee Charter, management of the Fund is
responsible  for  the  preparation,  presentation  and  integrity  of the Fund's
financial  statements,  the Fund's accounting and financial reporting principles
and  internal  controls  and  procedures  designed  to  assure  compliance  with
accounting  standards  and  applicable  laws  and  regulations.  The independent
registered  public  accounting  firm  is  responsible  for  auditing  the Fund's
financial  statements  and  expressing  an  opinion  as to their conformity with
generally accepted accounting principles.                                       

      In  the  performance  of  its  oversight function, the Audit Committee has
considered  and  discussed  the audited financial statements with management and
the  independent  registered  public  accounting  firm  of  the  Fund. The Audit
Committee  has  also discussed with the independent registered public accounting
firm the matters required to be discussed by Statement on Auditing Standards No.
61,  Communication  with  Audit  Committees,  as  currently in effect. The Audit
Committee  has  also  considered whether the provision of any non-audit services
not  pre-approved  by  the  Audit  Committee  provided by the Fund's independent
registered  public accounting firm to the Adviser and to any entity controlling,
controlled  by  or  under  common control with the Adviser that provides ongoing
services  to  the Fund is compatible with maintaining the independent registered
public accounting firm's independence. Finally, the Audit Committee has received
the  written  disclosures  and the letter from the independent registered public
accounting firm required by Public Company Accounting Oversight Board Rule 3526,
Communications  with  Audit  Committees Concerning Independence, as currently in
effect,  and  has  discussed  the  independent  registered public account firm's
independence with such firm.                                                    

        The  members  of each Fund's Audit Committee are not full-time employees
of  the Fund and are not performing the functions of auditors or accountants. As
such, it is not the duty or responsibility of the Audit Committee or its members
to  conduct  "field  work"  or  other types of auditing or accounting reviews or
procedures  or  to  set  auditor  independence  standards.  Members of the Audit
Committee necessarily rely on the information provided to them by management and
the  independent  registered  public  accounting  firm.  Accordingly,  the Audit
Committee's  considerations and discussions referred to above do not assure that
the  audit of the Fund's financial statements has been carried out in accordance
with  generally  accepted  auditing standards, that the financial statements are
presented  in  accordance  with generally accepted accounting principles or that
the   Fund's   independent   registered   public  accounting  firm  is  in  fact
"independent".                                                                  

        Based  upon  the  reports  and discussions described in this report, and
subject  to  the  limitations  on  the  role  and  responsibilities of the Audit
Committee  referred  to  above  and  in  the  Audit Committee Charter, the Audit
Committee  recommended to the Board that the audited financial statements of the
Fund be included in the Fund's annual report to stockholders for the most recent
fiscal year.                                                                    

Submitted by the Audit Committee of each Fund's Board of Directors:             

John H. Dobkin                            Nancy P. Jacklin                      
Michael J. Downey                         Garry L. Moody - Chairman (Funds other
William H. Foulk, Jr. - Chairman (ACS,                     than ACS, AFIS and   
        AFIS and AGCF)                     AGCF)
D. James Guzy                             Marshall C. Turner, Jr.               
                  Earl D. Weiner

APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS BY BOARD 

      The  Audit  Committee  of  each  Fund  is responsible for the appointment,
compensation,  retention  and  oversight  of  the work of the Fund's independent
registered public accounting firms. In addition, the Board of each Fund approved
the  independent  registered public accounting firms of each Fund as required by
the  1940 Act on the dates specified below. At meetings held on [_________], the
Board  of  each  of  [____________]  approved  by the vote, cast in person, of a
majority  of  the  Directors of each Fund, including a majority of the Directors
who are not "interested persons" of each Fund [________], independent registered
public accounting firm to audit the accounts of [__________] for the fiscal year
ending [_________]. [Insert Meeting Dates for Approval of Accounting Firms]     

      [_____________]  has  audited  the  accounts  of  [___________]  since the
respective  dates  of the commencement of each of the Fund's operations, and has
represented  that it does not have any direct financial interest or any material
indirect   financial   interest   in   any  of  the  Funds.  Representatives  of
[____________]  are  expected  to attend the Meeting, to have the opportunity to
make a statement and to respond to appropriate questions from the stockholders. 

INDEPENDENT REGISTERED ACCOUNTING FIRM'S FEES 

      The   following  table  sets  forth  the  aggregate  fees  billed  by  the
independent  registered  public accounting firms for each Fund's last two fiscal
years for professional services rendered for: (i) the audit of the Fund's annual
financial  statements included in the Fund's annual report to stockholders; (ii)
assurance and related services that are reasonably related to the performance of
the  audit  of  the  Fund's financial statements and are not reported under (i),
which  include  advice  and education on accounting and auditing issues, consent
letters,  and  in  the  case  of  certain  of  the  Funds,  include  multi-class
distribution  testing  and;  (iii)  tax  compliance,  tax  advice and tax return
preparation;  and  (iv)  aggregate  non-audit services provided to the Fund, the
Adviser  and  entities  that  control, are controlled by or under common control
with   the   Adviser  that  provide  ongoing  services  to  the  Fund  ("Service
Affiliates"),  which  include  conducting  an  annual  internal  control  report
pursuant  to  Statement  on  Auditing  Standards  No. 70. No other services were
provided  to  any Fund during this period. [NOTE INFORMATION BELOW WOULD HAVE TO
BE  UPDATED  TO  REFLECT  FISCAL  2010 INFORMATION IF ANY OF THE FUNDS WILL HAVE
UPDATED N-CSR INFORMATION AVAILABLE PRIOR TO THE FILING OF THIS PROXY.]         

                                                        [Enlarge/Download Table]

                                                        TABLE 1                                            
                                                        -------                                            

                                                                                           All Fees for    
                                                                                        Non-Audit Services 
                                                                        All Other Fees    Provided to the  
                                                                         for Services     Fund, Alliance   
                                                 Audit                    Provided to       and Service    
Name of Fund                    Audit Fees   Related Fees     Tax Fees       Fund           Affiliates*    
--------------                 ------------  ------------     --------   -------------    -----------------
                                                                                                           
ABF -                    2008      $ 0            $ 0           $ 0           n/a               $ 0        
Bond Inflation Strategy  2009      $ 0            $ 0           $ 0           n/a               $ 0        
ABF -                    2008    $ 60,400       $ 7,711       $ 30,707        n/a            $ 998,263     
Intermediate Bond        2009    $ 44,837       $ 7,764       $ 5,564         n/a            $ 787,985     
     Portfolio                                                                                             
ABF - Multi-Asset        2008      $ 0            $ 0           $ 0           n/a               $ 0        
     Inflation Strategy  2009      $ 0            $ 0           $ 0           n/a               $ 0        
ABF - Municipal Bond     2008      $ 0            $ 0           $ 0           n/a               $ 0        
     Inflation Strategy  2009      $ 0            $ 0           $ 0           n/a               $ 0        
ABS                      2008    $ 38,000       $ 3,329       $ 6,988         n/a            $ 387,022     
                         2009    $ 33,132         $ 0         $18,025         n/a            $ 177,274     
ABSS - U.S. Large Cap    2008    $ 23,000         $ 0         $16,863         n/a            $ 323,413     
     Portfolio           2009    $ 22,172         $ 0         $ 7,500         n/a            $ 256,549     

ABSS - 2000 Retirement   2008    $ 22,750         $ 0         $16,633         n/a            $ 323,213     
     Strategy            2009    $ 22,731         $ 0         $ 6,700         n/a            $ 255,749     
ABSS - 2005 Retirement   2008    $ 22,750         $ 0         $16,633         n/a            $ 323,213     
     Strategy            2009    $ 22,731         $ 0         $ 6,700         n/a            $ 255,749     
ABSS - 2010 Retirement   2008    $ 22,750         $ 0         $16,633         n/a            $ 323,213     
     Strategy            2009    $ 22,731         $ 0         $ 6,700         n/a            $ 255,749     
ABSS - 2015 Retirement   2008    $ 22,750         $ 0         $16,633         n/a            $ 323,213     
     Strategy            2009    $ 22,731         $ 0         $ 6,700         n/a            $ 255,749     
ABSS - 2020 Retirement   2008    $ 22,750         $ 0         $16,633         n/a            $ 323,213     
     Strategy            2009    $ 22,731         $ 0         $ 6,700         n/a            $ 255,749     
ABSS - 2025 Retirement   2008    $ 22,750         $ 0         $16,633         n/a            $ 323,213     
     Strategy            2009    $ 22,731         $ 0         $ 6,700         n/a            $ 255,749     
ABSS - 2030 Retirement   2008    $ 22,750         $ 0         $16,633         n/a            $ 323,213     
     Strategy            2009    $ 22,731         $ 0         $ 6,700         n/a            $ 255,749     
ABSS - 2035 Retirement   2008    $ 22,750         $ 0         $16,633         n/a            $ 323,213     
     Strategy            2009    $ 22,731         $ 0         $ 6,700         n/a            $ 255,749     
ABSS - 2040 Retirement   2008    $ 22,750         $ 0         $16,633         n/a            $ 323,213     
     Strategy            2009    $ 22,731         $ 0         $ 6,700         n/a            $ 255,749     
ABSS - 2045 Retirement   2008    $ 22,750         $ 0         $16,633         n/a            $ 323,213     
     Strategy            2009    $ 22,731         $ 0         $ 6,700         n/a            $ 255,749     
ABSS - 2050 Retirement   2008    $ 22,750         $ 0         $16,633         n/a            $ 323,213     
     Strategy            2009    $ 22,681         $ 0         $ 6,700         n/a            $ 255,749     
ABSS - 2055 Retirement   2008    $ 22,750         $ 0         $16,633         n/a            $ 323,213     
     Strategy            2009    $ 22,681         $ 0         $ 6,700         n/a            $ 255,749     
ABT - AllianceBernstein  2008    $ 37,800       $ 5,184       $16,636         n/a            $ 482,165     
     Value Fund          2009    $ 33,240         $ 0         $ 7,784         n/a            $ 782,440     

ABT - AllianceBernstein  2008    $ 37,800       $ 5,184       $16,650         n/a            $ 982,179     
     Small/Mid Cap Value 2009    $ 34,120         $ 0         $ 7,784          n/a            $ 782,440    
     Fund                                                                                                  
ABT - AllianceBernstein  2008    $ 45,200       $ 5,443       $20,484         n/a            $ 486,272     
     International Value 2009    $ 41,720         $ 0         $ 8,384         n/a            $ 783,040     
     Fund                                                                                                  
ABT - AllianceBernstein  2008    $ 37,800       $ 5,184       $19,537         n/a            $ 985,066     
     Global Value Fund   2009    $ 36,665         $ 0         $ 8,384         n/a            $ 783,040     
ACF - Market Neutral     2008      $ 0            $ 0           $ 0           n/a               $ 0        
     Strategy - Global   2009      $ 0            $ 0           $ 0           n/a               $ 0        

ACF - Market Neutral     2008      $ 0            $ 0           $ 0           n/a               $ 0        
     Strategy - U.S.     2009      $ 0            $ 0           $ 0           n/a               $ 0        
ACF - Small Cap Growth   2008    $ 43,000       $ 3,155        $16,323        n/a           $1,215,726     
     Portfolio           2009    $ 33,680       $ 1,650        $ 8,308        n/a            $711,673      
ACF - U.S. Strategic     2008      $ 0            $ 0           $ 0           n/a               $ 0        
     Research Portfolio  2009      $ 0            $ 0           $ 0           n/a               $ 0        
AEIF                     2008    $ 35,250         $ 0          $ 8,038        n/a            $ 386,388     
                         2009    $ 33,231         $ 0          $15,525        n/a            $ 174,774     
ACOF                     2008                                                 n/a                          
                         2009                                                 n/a                          
AEXR                     2008    $ 27,300         $ 0          $ 6,576        n/a            $ 377,926     
                         2009    $ 26,566         $ 0          $ 3,000        n/a            $ 187,249     
AFIS - Government STIF   2008    $ 34,100       $ 1,195        $14,100        n/a           $1,167,546     
     Portfolio           2009    $ 35,800       $ 1,816        $19,100        n/a            $ 460,445     
AGBF                     2008    $ 70,587       $ 3,211        $21,907        n/a           $ 1,031,365    
                         2009    $ 55,320       $ 4,732        $10,400        n/a            $ 746,586     
AGCF                     2008    $ 32,600       $ 2,785        $15,716        n/a           $ 1,214,749    
                         2009    $ 32,240       $ 1,650        $10,084        n/a            $ 713,449     
AGGF                     2008    $ 38,400         $ 0          $20,113        n/a            $ 422,713     
                         2009    $ 36,818         $ 0          $13,600        n/a            $ 284,799     
AGIF                     2008    $ 36,500         $ 0          $12,517        n/a            $383,867      
                         2009    $ 31,686         $ 0          $16,025        n/a            $175,270      
AGREIF                   2008    $ 58,300       $5,961         $28,375        n/a            $ 994,621     
                         2009    $ 45,800         $ 0          $13,884        n/a            $ 788,540     
AGTGF                    2008    $ 44,600       $ 3,205        $18,923        n/a           $ 1,218,377    
                         2009    $ 36,320       $ 3,300        $12,684        n/a            $ 717,699     
ADYF                     2008    $ 66,600       $ 5,542        $21,106        n/a            $ 986,993     
                         2009    $ 53,739       $ 1,650        $10,900        n/a            $ 787,207     
AHIF                     2008    $ 67,650       $ 8,711        $63,407        n/a           $ 1,032,463    
                         2009    $ 60,416       $ 5,668        $10,400        n/a            $ 790,725     
AIGF                     2008    $ 40,500         $ 0          $25,730        n/a            $428,350      
                         2009    $ 38,842         $ 0          $13,200        n/a            $284,399      
ALCGF                    2008    $ 35,500         $ 0          $12,125        n/a            $ 418,225     
                         2009    $ 30,722         $ 0          $12,725        n/a            $ 298,924     
AMIF - California        2008    $ 35,110       $ 3,440        $13,625        n/a            $ 977,410     
     Portfolio           2009    $ 31,920       $ 4,699        $ 6,440        n/a            $ 785,796     

AMIF - High Income       2008                     $ 0           $ 0           n/a               $ 0        
     Municipal Portfolio 2009                     $ 0           $ 0           n/a               $ 0        
AMIF - National          2008    $ 35,110       $ 3,440       $13,625         n/a            $977,410      
     Portfolio           2009    $ 31,920       $ 4,389       $ 5,790         n/a            $ 784,835     
AMIF - New York          2008    $ 35,110       $ 3,440       $13,625         n/a            $ 977,410     
     Portfolio           2009    $ 31,920       $ 2,422       $ 5,790         n/a            $ 782,868     
AMIF II - Arizona        2008    $ 26,767       $ 3,148       $14,758         n/a           $1,024,154     
     Portfolio           2009    $ 26,879       $ 4,732       $ 6,983         n/a            $ 743,169     

AMIF II - Massachusetts  2008    $ 26,767       $ 3,148       $ 14,758        n/a           $1,024,154     
     Portfolio           2009    $ 26,879       $ 4,732       $ 6,983         n/a            $ 743,169     
AMIF II - Michigan       2008    $ 26,767       $ 3,148       $ 14,758        n/a           $ 1,024,154    
     Portfolio           2009    $ 26,879       $ 4,732       $ 6,983         n/a            $ 743,169     
AMIF II - Minnesota      2008    $ 26,767       $ 3,148       $ 14,758        n/a           $ 1,024,154    
     Portfolio           2009    $ 26,880       $ 4,732       $ 6,983         n/a            $ 743,169     
AMIF II - New Jersey     2008    $ 26,767       $ 3,148       $ 14,758        n/a           $ 1,024,154    
     Portfolio           2009    $ 26,880       $ 4,732       $ 6,983         n/a            $ 743,169     
AMIF II - Ohio Portfolio 2008    $ 26,767       $ 3,148       $ 14,758        n/a           $ 1,024,154    
                         2009    $ 26,880       $ 4,732       $ 6,983         n/a            $ 743,169     
AMIF II - Pennsylvania   2008    $ 26,767       $ 3,148       $ 14,758        n/a           $ 1,024,154    
     Portfolio           2009    $ 26,880       $ 4,732       $ 6,983         n/a            $ 743,169     
AMIF II - Virginia       2008    $ 26,767       $ 3,148       $ 14,758        n/a           $ 1,024,154    
     Portfolio           2009    $ 26,880       $ 4,732       $ 6,983         n/a            $ 743,169     
ASMCGF                   2008    $ 35,500         $ 0         $ 13,175        n/a            $ 419,275     
                         2009    $ 30,722         $ 0         $ 4,200         n/a            $ 286,199     
TAP -                    2008                                                 n/a                          
  AllianceBernstein      2009                                                 n/a                          
    Growth Fund                                                                                            
TAP -                    2008    $ 22,750         $ 0         $ 16,863        n/a            $ 323,413     
   Conservative Wealth   2009    $ 22,681         $ 0         $ 7,500         n/a            $ 256,549     
   Strategy                                                                                                
TAP -                    2008    $ 40,200         $ 0         $ 18,825        n/a            $ 325,375     
   Tax-Managed           2009    $ 36,753         $ 0         $ 8,600         n/a            $ 257,649     
   Conservative Wealth                                                                                     
   Strategy                                                                                                
TAP -                    2008    $ 22,750         $ 0         $ 16,863        n/a            $ 323,413     
Balanced Wealth Strategy 2009    $ 22,681         $ 0         $ 7,500         n/a            $ 256,549     
TAP-                     2008    $ 40,200         $ 0         $ 21,325        n/a            $ 327,875     
   Tax-Managed Balanced  2009    $ 36,753         $ 0         $ 8,600         n/a            $ 257,649     
   Wealth Strategy                                                                                         
TAP-                     2008    $ 22,750         $ 0         $ 18,363        n/a            $ 324,913     
   Wealth Appreciation   2009    $ 20,681         $ 0         $ 7,500         n/a            $ 256,549     
   Strategy                                                                                                
TAP -                    2008    $ 40,200         $ 0         $ 20,275        n/a            $ 326,825     
   Tax-Managed Wealth    2009    $ 36,753         $ 0         $ 7,500         n/a            $ 256,549     
   Appreciation Strategy                                                                                   

      Beginning  with  audit  and non-audit service contracts entered into on or
after  May  6,  2003, the Funds' Audit Committee policies and procedures require
the  pre-approval  of all audit and non-audit services provided to a Fund by the
Fund's  independent  auditors.  A Fund's Audit Committee policies and procedures
also  require  pre-approval  of all audit and non-audit services provided to the
Adviser  and  Service  Affiliates to the extent that these services are directly
related  to  the operations or financial reporting of the Fund. Accordingly, all
of  the  amounts  for Audit Fees, Audit-Related Fees and Tax Fees in Table 1 are
for services pre-approved by the Audit Committee.                               

      The  amounts  of the Fees for Non-Audit Services provided to the Fund, the
Adviser  and  Service  Affiliates  in Table 1 for each Fund that were subject to
pre-approval  by  the  Audit  Committee for 2008 and 2009 are presented below in
Table  2  (includes  conducting  an  annual  internal control report pursuant to
Statement  on Accounting Standards No. 70). The Audit Committee of each Fund has
considered  whether  the provision of any non-audit services not pre-approved by
the  Audit  Committee provided by the Fund's independent auditors to the Adviser
and   Service   Affiliates   is   compatible   with  maintaining  the  auditors'
independence.                                                                   

                                                        [Enlarge/Download Table]

                                                TABLE 2                                                 
                                                -------                                                 

                              Fees for Non-Audit Services                                               
                               Provided to the Fund, the                                                
                                  Adviser and Service                                                   
                                 Affiliates Subject to                                                  
                                 Pre-Approval by Audit       Portion Comprised        Portion Comprised 
                                       Committee           of Audit Related Fees         of Tax Fees    
                                ------------------------   ----------------------  ---------------------
                                                                                                        
ABF -                   2008              $ 0                       $ 0                      $ 0        
Bond Inflation Strategy 2009              $ 0                       $ 0                      $ 0        
ABF -                   2008           $ 181,037                 $ 150,830                 $ 30,207     
Intermediate Bond       2009           $ 257,174                 $ 251,610                 $  5,564     
     Portfolio                                                                                          
ABF - Multi-Asset       2008                                                                            
     Inflation Strategy 2009                                                                            
ABF - Municipal Bond    2008                                                                            
     Inflation Strategy 2009                                                                            
ABS                     2008           $   8,672                   $ 1,680                 $  6,988     
                        2009           $  18,025                    $ 0                    $ 18,025     
ABSS - U.S. Large Cap   2008           $ 323,413                    $ 0                    $ 16,863     
     Portfolio          2009           $ 256,549                    $ 0                    $  7,500     

ABSS - 2000 Retirement  2008           $ 323,213                                           $ 16,663     
     Strategy           2009           $ 255,749                                           $  6,700     
ABSS - 2005 Retirement  2008           $ 323,213                                           $ 16,663     
     Strategy           2009           $ 255,749                                           $  6,700     
ABSS - 2010 Retirement  2008           $ 323,213                                           $ 16,663     
     Strategy           2009           $ 255,749                                           $  6,700     
ABSS - 2015 Retirement  2008           $ 323,213                                           $ 16,663     
     Strategy           2009           $ 255,749                                           $  6,700     
ABSS - 2020 Retirement  2008           $ 323,213                                           $ 16,663     
     Strategy           2009           $ 255,749                                           $  6,700     
ABSS - 2025 Retirement  2008           $ 323,213                                           $ 16,663     
     Strategy           2009           $ 255,749                                           $  6,700     
ABSS - 2030 Retirement  2008           $ 323,213                                           $ 16,663     
     Strategy           2009           $ 255,749                                           $  6,700     
ABSS - 2035 Retirement  2008           $ 323,213                                           $ 16,663     
     Strategy           2009           $ 255,749                                           $  6,700     
ABSS - 2040 Retirement  2008           $ 323,213                                           $ 16,663     
     Strategy           2009           $ 255,749                                           $  6,700     
ABSS - 2045 Retirement  2008           $ 323,213                                           $ 16,663     
     Strategy           2009           $ 255,749                                           $  6,700     
ABSS - 2050 Retirement  2008           $ 323,213                                           $ 16,663     
     Strategy           2009           $ 255,749                                           $  6,700     
ABSS - 2055 Retirement  2008           $ 323,213                                           $ 16,663     
     Strategy           2009           $ 255,749                                           $  6,700     
ABT - AllianceBernstein 2008           $ 482,165                  $ 5,184                  $ 16,636     
     Value Fund         2009           $ 782,440                    $ 0                    $  7,784     

ABT - AllianceBernstein 2008           $ 982,179                  $ 5,184                  $ 16,650     
     Small/Mid Cap      2009           $ 782,440                    $ 0                    $  7,784     
     Value Fund                                                                                         
ABT - AllianceBernstein 2008           $ 986,272                  $ 5,443                  $ 20,484     
     International      2009           $ 783,040                    $ 0                    $  8,384     
     Value Fund                                                                                         
ABT - AllianceBernstein 2008           $ 985,066                  $ 5,184                  $ 19,537     
     Global Value Fund  2009           $ 783,040                    $ 0                    $  8,384     
ACF - Market Neutral    2008              $ 0                       $ 0                      $ 0        
     Strategy - Global  2009              $ 0                       $ 0                      $ 0        

ACF - Market Neutral    2008              $ 0                       $ 0                      $ 0        
     Strategy - U.S.    2009              $ 0                       $ 0                      $ 0        
ACF - Small Cap Growth  2008           $ 162,597                 $ 145,279                 $ 16,323     
     Portfolio          2009           $ 253,804                 $ 245,996                  $  8,308    
ACF - U.S. Strategic    2008                                                                            
     Research Portfolio 2009                                                                            
ACOF                    2008                                                                            
                        2009                                                                            
AEIF                    2008           $ 386,388                    $ 0                    $  8,038     
                        2009           $ 174,774                    $ 0                    $ 15,525     
AEXR                    2008           $ 377,926                    $ 0                    $  6,576     
                        2009           $ 187,249                    $ 0                    $  3,000     
AFIS - Government STIF  2008           $ 960,059                 $ 145,959                 $ 14,100     
     Portfolio          2009            $ 20,916                  $ 1,816                  $ 19,100     
AHIF                    2008          $ 1,032,463                 $ 8,711                  $ 63,407     
                        2009           $ 790,725                  $ 5,608                  $ 10,400     
AGBF                    2008           $1,031,365                 $ 3,211                  $ 21,907     
                        2009           $ 746,586                  $ 4,732                  $ 10,400     
AGCF                    2008           $1,214,749                 $ 2,785                  $ 15,716     
                        2009           $ 713,449                  $ 1,650                  $ 10,084     
AGGF                    2008                                                                            
                        2009                                                                            
AGREIF                  2008           $ 177,595                 $ 142,020                 $ 28,375     
                        2009           $ 257,730                 $ 243,846                 $ 13,884     
AGTGF                   2008           $ 165,248                 $ 146,325                 $ 18,923     
                        2009           $ 259,830                 $ 247,146                 $ 12,684     
ADYF                    2008           $ 986,993                  $ 5,542                 $ 21,106      
                        2009           $ 787,207                  $ 1,650                  $ 10,900     
AHIF                    2008                                                                            
                        2009                                                                            
AIGF                    2008            $ 25,730                    $ 0                    $ 25,930     
                        2009            $ 13,200                    $ 0                    $ 13,200     
ALCGF                   2008            $ 12,125                    $ 0                    $ 12,125     
                        2009            $ 16,925                    $ 0                    $ 16,925     
AMIF - California       2008           $ 977,410                  $ 3,440                  $ 13,625     
     Portfolio          2009           $ 785,796                  $ 4,699                  $ 6,440      

AMIF - High Income      2008           $1,032,463                 $ 8,711                  $ 63,407     
     Municipal          2009           $ 790,725                  $ 5,668                  $ 10,400     
     Portfolio                                                                                          
AMIF - National         2008           $ 977,410                  $ 3,440                  $ 13,625     
     Portfolio          2009           $ 784,835                  $ 4,389                  $ 5,790      
AMIF - New York         2008           $ 977,410                  $ 3,440                  $ 13,625     
     Portfolio          2009           $ 782,868                  $ 2,422                  $ 5,790      
AMIF II - Arizona       2008           $1,024,154                 $ 3,148                  $ 14,758     
     Portfolio          2009           $ 743,169                  $ 4,732                  $ 6,983      

AMIF II - Massachusetts 2008           $ 761,225                 $ 746,209                 $ 14,758     
     Portfolio          2009           $ 252,479                 $ 245,496                 $ 6,983      

AMIF II - Michigan      2008           $1,024,154                $ 161,025                $ 146,267     
     Portfolio          2009           $ 743,169                 $ 252,479                $ 245,496     
AMIF II - Minnesota     2008          $ 1,024,154                 $ 3,148                  $ 14,758     
     Portfolio          2009           $ 743,169                  $ 4,732                  $ 6,983      
AMIF II - New Jersey    2008           $1,024,154                 $ 3,148                  $ 14,758     
     Portfolio          2009           $ 743,169                  $ 4,732                  $ 6,983      
AMIF II - Ohio          2008           $ 161,025                 $ 146,267                 $ 14,758     
     Portfolio          2009           $ 252,479                 $ 245,996                 $ 6,983      
AMIF II - Pennsylvania  2008           $1,024,154                 $ 3,148                  $ 14,758     
     Portfolio          2009           $ 743,169                  $ 4,732                  $ 6,983      
AMIF II - Virginia      2008            $ 61,025                 $ 146,267                 $ 14,758     
     Portfolio          2009            $ 52,479                 $ 245,496                 $ 6,983      
ASMCGF                  2008           $ 419,275                    $ 0                    $ 13,175     
                        2009           $ 286,199                    $ 0                    $ 4,200      
TAP -                   2008           $ 417,425                    $ 0                    $ 11,325     
  AllianceBernstein     2009           $ 286,999                    $ 0                    $ 5,000      
    Growth Fund                                                                                         
TAP -                   2008           $ 323,413                    $ 0                    $ 16,863     
   Conservative Wealth  2009           $ 256,549                    $ 0                    $ 7,500      
   Strategy                                                                                             
TAP -                   2008           $ 325,375                    $ 0                    $ 18,825     
   Tax-Managed          2009           $ 257,649                    $ 0                    $ 8,600      
   Conservative Wealth                                                                                  
   Strategy                                                                                             
TAP -                   2008           $ 323,413                    $ 0                    $ 16,863     
Balanced Wealth         2009           $ 256,549                    $ 0                    $ 7,500      
     Strategy                                                                                           
TAP-                    2008           $ 327,875                    $ 0                    $ 21,325     
   Tax-Managed Balanced 2009           $ 257,649                    $ 0                    $ 8,600      
   Wealth Strategy                                                                                      
TAP-                    2008           $ 324,913                    $ 0                    $ 18,363     
   Wealth Appreciation  2009           $ 256,549                    $ 0                    $ 7,500      
   Strategy                                                                                             
TAP -                   2008           $ 326,825                    $ 0                    $ 20,275     
   Tax-Managed Wealth   2009           $ 256,549                    $ 0                    $ 7,500      
   Appreciation                                                                                         
   Strategy                                                                                             

PART IV - PROXY VOTING AND STOCKHOLDER MEETINGS                                 
-----------------------------------------------                                 

      All  properly  executed  and  timely received proxies will be voted at the
Meeting in accordance with the instructions marked thereon or otherwise provided
therein.  Accordingly,  unless  instructions  to  the contrary are marked on the
proxies,  the votes will be cast (i) for the election of each of the nominees as
a  Director  for a Fund (Proposal One), (ii) for the amendment of the Investment
Advisory  Agreements  for  certain of the Funds (Proposals Two A. and B.), (iii)
for the amendment of the Declarations of Trust for certain of the Funds that are
organized  as  Massachusetts  Business  Trusts  (Proposal  Three)  (iv)  for the
amendment  and  restatement  of  the  Charters for certain of the Funds that are
organized  as  Maryland  Corporations  (Proposal  Four) (v) for the amendment of
certain of the Funds' fundamental policies regarding commodities (Proposal Five)
and  (vi)  for  the  reclassification  of  certain  of  the  Funds'  fundamental
investment objectives as non-fundamental (Proposal Six).                        

      Those  stockholders  who  hold shares directly and not through a broker or
nominee  (that  is, a stockholder of record) may authorize their proxies to cast
their  votes by completing a Proxy Card and returning it by mail in the enclosed
postage-paid envelope as well as by telephoning toll free (866) 451-3783. Owners
of  shares  held through a broker or nominee (who is a stockholder of record for
those shares) should follow directions provided to the stockholder by the broker
or  nominee  to  submit  voting  instructions.  Instructions to be followed by a
stockholder  of  record  to  submit  a  proxy  via telephone or on the Internet,
including  use  of  the  Control  Number  on  the  stockholder's Proxy Card, are
designed  to verify stockholder identities, to allow stockholders to give voting
instructions  and  to  confirm  that stockholder instructions have been recorded
properly. Stockholders who authorize proxies by telephone should not also return
a  Proxy Card. A stockholder of record may revoke the stockholder's proxy at any
time  prior to exercise thereof by giving written notice to the Secretary of the
Funds at 1345 Avenue of the Americas, New York, New York 10105, by authorizing a
later-dated  proxy  (either  by  signing  and  mailing  another Proxy Card or by
telephone  or  on  the Internet, as indicated above), or by personally attending
and voting at the Meeting.                                                      

      Properly  executed  proxies  may  be returned with instructions to abstain
from  voting  or  to withhold authority to vote (an "abstention") or represent a
broker "non-vote" (which is a proxy from a broker or nominee indicating that the
broker  or  nominee  has  not received instructions from the beneficial owner or
other  person  entitled  to  vote  shares on a particular matter with respect to
which the broker or nominee does not have discretionary power to vote).         

      For  all Funds, the approval of Proposal One requires the affirmative vote
of  a  plurality  of  the  votes  cast. The approvals of Proposals Two A. and B.
require the affirmative vote of the stockholders of a 1940 Act Majority for each
of  ACF-SCG,  AGTGF,  and  TAP.  The  approval  of  Proposal  Three requires the
affirmative  vote of a majority of the shares entitled to vote for each of AEXR,
AMIF  II, and ABT. The approval of Proposal Four requires an affirmative vote of
a  majority  of  the votes entitled to be cast for each of ABS, ABSS, ACF, ACOF,
AEIF, AGCF, AGIF, AGTGF, AGREIF, AHIF, AIGF, and ALCGF. The approval of Proposal
Five  requires  the  affirmative vote of the stockholders of a 1940 Act Majority
for  each  of  the  Funds. The approval of Proposal Six requires the affirmative
vote  of  the  stockholders  of  a 1940 Act Majority for each of ABSS - USLC and
AGCF.  Abstentions and broker non-votes, if any, not being votes cast, will have
no  effect  on  the  outcome of Proposal One and Proposal Three. The approval of
Proposal Two, Proposal Five and Proposal Six requires a 1940 Act Majority or the
affirmative  vote  of  the  holders  of  a  "majority  of the outstanding voting
securities"  of a Fund as defined in the 1940 Act, which means the lesser of (i)
67%  or  more  of  the  voting  securities of the Fund present or represented by
proxy,  or  (ii) more than 50% of the outstanding voting securities of the Fund.
With  respect to Proposal Two, Proposal Four, Proposal Five and Proposal Six, an
abstention  or  broker non-vote, if any, will be considered present for purposes
of  determining  the  existence  of  a quorum but will have the effect of a vote
against  those  proposals. If any matter other than the proposals properly comes
before  the Meeting, the shares represented by proxies will be voted on all such
other  proposals  in the discretion of the person or persons voting the proxies.
The Funds have not received notice of, and are not otherwise aware of, any other
matter to be presented at the Meeting.                                          

      For  most Funds, a quorum for the Meetings will consist of the presence in
person  or  by  proxy of the holders of one-third of a Fund's shares entitled to
vote  at  the  Meetings.  With  respect  to  AEXR  and AMIF II, a quorum for the
Meetings  will consist of the presence in person or by proxy of the holders of a
majority  of  a Fund's shares issued and outstanding and entitled to vote at the
Meetings.  With  respect  to  ABT, a quorum for the Meetings will consist of the
presence  in  person  or  by  proxy  of  the holders of 40% of the Fund's shares
entitled  to vote at the Meetings. With respect to ACS and TAP, a quorum for the
Meetings  will  consist  of the presence in person or by proxy of the holders of
30%  of  a Fund's shares entitled to vote at the Meetings. In the event a quorum
is not present at the Meeting, or, even if a quorum is so present, if sufficient
votes  in  favor  of  the  position  recommended  by  the  Board on any Proposal
described  in  the  Proxy  Statement  are not timely received, the Chairman of a
Board  may  authorize,  or the persons named as proxies may propose and vote for
one  or more adjournments of the Meeting up to 120 days after the record date to
permit  further  solicitation  of  proxies.  The  Meeting  may be adjourned with
respect to fewer than all the Proposals in the Proxy Statement and a stockholder
vote  may  be taken on any one or more of the Proposals prior to any adjournment
if  sufficient votes have been received for approval thereof. Shares represented
by  proxies indicating a vote contrary to the position recommended by a majority
of  the  Board  on  a  Proposal  will  be  voted  against adjournment as to that
Proposal.                                                                       

      The  Meeting  is  scheduled  as a joint meeting of the stockholders of the
Funds  because the stockholders of all the Funds are to consider and vote on the
election  of  Directors.  Stockholders  of each Fund will vote separately on the
election  of  Directors for their Fund and on any other matter that may properly
come  before  the meeting for that Fund. An unfavorable vote by the stockholders
of  one  Fund will not affect the vote on the election of Directors or any other
matter by the stockholders of another Fund.                                     

      Each Fund has engaged Broadridge Financial Solutions, Inc. ("Broadridge"),
60  Research  Road,  Hingham,  MA 02043, to assist in soliciting proxies for the
Meeting.  Broadridge  will  receive  a total fee of $1 million for its services,
which will be borne by the Funds.                                               

PART V - OTHER INFORMATION                                                      
--------------------------                                                      

OFFICERS OF THE FUNDS 

      Certain information concerning the Funds' officers is set forth below. The
Funds'  officers are elected annually by the respective Board of Directors until
his or her successor is duly elected and qualifies.                             

                                                        [Enlarge/Download Table]


                       Position(s)                     Principal Occupation           
Name,                 (Month and Year                     during the                  
Address* and Age     Year First Elected)                  past 5 years                
----------------    --------------------                 -------------                
                                                                                      

Robert M. Keith     President and Chief Executive    See biography above.             
50                  Officer, All Funds (09/08)                                        

Philip L. Kirstein  Senior Vice President and        Senior Vice President and        
65                  Independent Compliance Officer,  Independent Compliance Officer of
                    All Funds  (10/04)               the AllianceBernstein Mutual     
                                                     Funds, with which he has been    
                                                     associated since October 2004.   
                                                     Prior thereto, he was Of Counsel 
                                                     to Kirkpatrick & Lockhart, LLP   
                                                     from October 2003 to October     
                                                     2004, and General Counsel of     
                                                     Merrill Lynch Investment         
                                                     Managers, L.P. since prior to    
                                                     2005.                            

Emilie Wrapp        Secretary,                       Senior Vice President, Assistant 
54                  All Funds (10/05)                General Counsel and Assistant    
                                                     Secretary of ABI**, with which   
                                                     she has been associated since    
                                                     prior to 2005.                   

Joseph J. Mantineo  Treasurer and                    Senior Vice President of         
50                  Chief Financial Officer,         AllianceBernstein Investor       
                      All Funds (8/06)               Services, Inc. ("ABIS")**, with  
                                                     which he has been associated     
                                                     since prior to 2005.             

Phyllis J. Clarke   Controller,                      Vice President of ABIS**, with   
49                  All Funds, (5/09)                which she has been associated    
                                                     since prior to 2005.             

-------------------------                                                       

*     The  address  for  the Funds' officers is 1345 Avenue of the Americas, New
York, New York 10105.                                               

**    An affiliate of each of the Funds.                                        

INFORMATION AS TO THE INVESTMENT ADVISER, 
ADMINISTRATOR, AND DISTRIBUTOR OF THE FUNDS 

      Each  Fund's  investment  adviser  and  administrator is AllianceBernstein
L.P.,  1345  Avenue  of  the  Americas,  New  York,  New York 10105. Each Fund's
distributor is AllianceBernstein Investments, Inc., 1345 Avenue of the Americas,
New York, New York 10105.                                                       

OTHER MATTERS 

      Management  of  each  Fund  does  not  know  of any matters properly to be
presented  at the Meeting other than those mentioned in this Proxy Statement. If
any  other  matters  properly come before the Meeting, the shares represented by
proxies  will  be  voted with respect thereto in the discretion of the person or
persons voting the proxies.                                                     

STOCK OWNERSHIP 

      Information  regarding  person(s)  who  owned of record or were known by a
Fund  to  beneficially  own 5% or more of a Fund's share (or class of shares, if
applicable) on August 1, 2010 is provided in Appendix [D].                      

SUBMISSION OF PROPOSALS 
FOR NEXT MEETING OF STOCKHOLDERS

      The  Funds  do not hold stockholder meetings annually. Any stockholder who
wishes  to  submit  a  proposal to be included in the Fund's proxy statement and
form  of  proxy  card  for a Fund's next meeting of stockholders should send the
proposal to the Fund so as to be received within a reasonable time before a Fund
begins to print and mail its proxy materials relating to such meeting.          

      A  stockholder  who  wishes  (a)  to  submit  a proposal at a stockholders
meeting  but  does not want the proposal to appear in the Fund's proxy statement
or  proxy  card, or (b) to submit a nomination for director at an annual meeting
of  stockholders,  should consult the Fund's Bylaws for timing and informational
requirements.  The  Bylaws  of  each Fund currently provide that, in any year in
which  an  annual  meeting  of  stockholders  is  to  be  held,  to be timely, a
stockholder's  notice  of nomination or proposal shall set forth all information
required under the Bylaws and shall be delivered to the Secretary of the Fund at
the  principal executive office of the Fund not earlier than the 150th day prior
to the anniversary of the date of mailing of the notice for the preceding annual
meeting  nor  later  than 5:00 p.m., Eastern Time, on the 120th day prior to the
anniversary  of  the  date  of  mailing  of  the notice for the preceding annual
meeting. In the event that the date of the annual meeting is advanced or delayed
by  more  than  30 days from the anniversary of the date of the preceding annual
meeting,  notice  by  the stockholder to be timely must be delivered not earlier
than  the  150th day prior to the date of such annual meeting and not later than
5:00 p.m., Eastern Time, on the later of the 120th day prior to the date of such
annual  meeting  or the tenth day following the day on which public announcement
of the date of such meeting is first made.                                      

REPORTS TO STOCKHOLDERS 

      Each  Fund  will  furnish  each  person  to  whom  this Proxy Statement is
delivered  with  a  copy  of  its  latest  annual report to stockholders and its
subsequent  semi-annual report to stockholders, if any, upon request and without
charge.  To  request  a copy, please call AllianceBernstein Investments, Inc. at
(800) 227-4618 or contact Kristine Antoja at AllianceBernstein L.P., 1345 Avenue
of the Americas, New York, New York 10105.                                      

                                          By Order of the Boards of Directors,

                                          ------------------------------------
                  Emilie Wrapp
               Secretary

September 15, 2010                                                              

New York, New York                                                              

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APPENDIX A - OUTSTANDING VOTING SHARES

A  list  of the outstanding voting shares for each of the Funds as of the record
date is presented below:                                                        

 Maryland Corporations

ABF                                                                             

ABS                                                                             

ABSS                                                                            

ACF                                                                             

ACOF                                                                            

AEIF                                                                            

AFIS                                                                            

AGBF                                                                            

AGCF                                                                            

AGGF                                                                            

AGIF                                                                            

AGREIF                                                                          

AGSIT                                                                           

AGTGF                                                                           

AHIF                                                                            

AIGF                                                                            

ALCGF                                                                           

AMIF                                                                            

ASMCGF                                                                          

 Massachusetts Business Trusts

ACS                                                                             

AEXR                                                                            

AMIF II                                                                         

TAP                                                                             

ABT                                                                             

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APPENDIX B - ADDITIONAL INFORMATION REGARDING DIRECTORS 

Ownership in the Funds                                                          

      It  is  the policy of the Boards of Directors of all registered investment
companies  to which the Adviser provides investment advisory services, including
the  Funds  (collectively,  the  "AllianceBernstein  Fund  Complex"),  that each
Independent  Director will invest specified minimum amounts, and (in the case of
most of the Independent Directors of the Funds) a minimum of $250,000, in shares
of  investment  companies in the AllianceBernstein Fund Complex within 12 months
of becoming an Independent Director.                                            

      The  dollar  range of the Funds' securities owned by each Director and the
aggregate dollar range of securities owned in the AllianceBernstein Fund Complex
are set forth below.                                                            

                                                          Aggregate Dollar Range
                                                          of Equity Securities
                                                         in the Funds in the
                            Dollar Range of              AllianceBernstein
                     Equity Securities in a             Fund Complex
                        Fund as of August 1, 2010       as of August 1, 2010

John H. Dobkin            ABS                None              Over $100,000    
                      ABSS               None              Over $100,000
                      ABF                None              Over $100,000
                      ACF          $10,001-$50,000         Over $100,000
                      ACOF               None              Over $100,000
                      ACS                None              Over $100,000
                      ADYF               None              Over $100,000
                      AEIF               None              Over $100,000
                      AEXR               None              Over $100,000
                      AFIS               None              Over $100,000
                      AGBF               None              Over $100,000
                      AGGF               None              Over $100,000
                      AGREIF             None              Over $100,000
                      AGTGF       $50,001-$100,000         Over $100,000
                      AGIF        $50,001-$100,000         Over $100,000
                      AHIF               None              Over $100,000
                      AIGF         $10,001-$50,000         Over $100,000
                      ALCGF         Over $100,000          Over $100,000
                      AMIF               None              Over $100,000
                      AMIF II            None              Over $100,000
                      ASMCGF       $10,001-$50,000         Over $100,000
                      ABT         $50,001-$100,000         Over $100,000
                      TAP           Over $100,000          Over $100,000

Michael J. Downey         ABS                None              Over $100,000    
                      ABSS         $10,001-$50,000         Over $100,000
                      ABF                None              Over $100,000
                      ACF                None              Over $100,000
                      ACOF         $10,001-$50,000         Over $100,000
                      ACS                None              Over $100,000
                      ADYF               None              Over $100,000
                      AEIF               None              Over $100,000
                      AEXR               None              Over $100,000
                      AFIS               None              Over $100,000
                      AGBF               None              Over $100,000
                      AGGF               None              Over $100,000
                      AGREIF             None              Over $100,000
                      AGTGF              None              Over $100,000
                      AGCF               None              Over $100,000
                      AGIF               None              Over $100,000
                      AHIF         $10,001-$50,000         Over $100,000
                      AIGF               None              Over $100,000
                      ALCGF              None              Over $100,000
                      AMIF               None              Over $100,000
                      AMIF II            None              Over $100,000
                      ASMCGF       $10,001-$50,000         Over $100,000
                      ABT          $10,001-$50,000         Over $100,000
                      TAP           [___________]          Over $100,000

William H. Foulk, Jr.     ABS                None              Over $100,000    
                      ABSS               None              Over $100,000
                      ABF                None              Over $100,000
                      ACF          $10,001-$50,000         Over $100,000
                      ACOF               None              Over $100,000
                      ACS                None              Over $100,000
                      ADYF               None              Over $100,000
                      AEIF               None              Over $100,000
                      AEXR        $50,001-$100,000         Over $100,000
                      AFIS               None              Over $100,000
                      AGBF               None              Over $100,000
                      AGGF               None              Over $100,000
                      AGREIF             None              Over $100,000
                      AGTGF        $10,001-$50,000         Over $100,000
                      AGCF               None              Over $100,000
                      AGIF               None              Over $100,000
                      AHIF               None              Over $100,000
                      AIGF         $10,001-$50,000         Over $100,000
                      ALCGF        $10,001-$50,000         Over $100,000
                      AMIF               None              Over $100,000
                      AMIF II            None              Over $100,000
                      ASMCGF          $1-$10,000           Over $100,000
                      ABT             $1-$10,000           Over $100,000
                      TAP          $10,001-$50,000         Over $100,000

D. James Guzy             ABS                None              Over $100,000    
                      ABSS               None              Over $100,000
                      ABF                None              Over $100,000
                      ACF                None              Over $100,000
                      ACOF               None              Over $100,000
                      ACS                None              Over $100,000
                      ADYF               None              Over $100,000
                      AEIF               None              Over $100,000
                      AEXR               None              Over $100,000
                      AFIS               None              Over $100,000
                      AGBF               None              Over $100,000
                      AGGF               None              Over $100,000
                      AGREIF             None              Over $100,000
                      AGTGF       $50,001-$100,000         Over $100,000
                      AGCF               None              Over $100,000
                      AGIF               None              Over $100,000
                      AHIF               None              Over $100,000
                      AIGF               None              Over $100,000
                      ALCGF              None              Over $100,000
                      AMIF               None              Over $100,000
                      AMIF II            None              Over $100,000
                      ASMCGF             None              Over $100,000
                      ABT                None              Over $100,000
                      TAP           Over $100,000          Over $100,000

Nancy P. Jacklin          ABS                None              Over $100,000    
                      ABSS        $50,001-$100,000         Over $100,000
                      ABF                None              Over $100,000
                      ACF                None              Over $100,000
                      ACOF               None              Over $100,000
                      ACS                None              Over $100,000
                      ADYF               None              Over $100,000
                      AEIF           $1-$10,0000           Over $100,000
                      AEXR         $10,001-$50,000         Over $100,000
                      AFIS               None              Over $100,000
                      AGBF               None              Over $100,000
                      AGGF               None              Over $100,000
                      AGREIF             None              Over $100,000
                      AGTGF              None              Over $100,000
                      AGCF               None              Over $100,000
                      AGIF               None              Over $100,000
                      AHIF               None              Over $100,000
                      AIGF               None              Over $100,000
                      ALCGF        $10,001-$50,000         Over $100,000
                      AMIF         $10,001-$50,000         Over $100,000
                      AMIF II            None              Over $100,000
                      ASMCGF             None              Over $100,000
                      ABT                None              Over $100,000
                      TAP         $50,001-$100,000         Over $100,000

Robert M. Keith           ABS           [___________]          [___________]    
                      ABSS          [___________]          [___________]
                      ABF           [___________]          [___________]
                      ACF           [___________]          [___________]
                      ACOF          [___________]          [___________]
                      ACS           [___________]          [___________]
                      ADYF          [___________]          [___________]
                      AEIF          [___________]          [___________]
                      AEXR          [___________]          [___________]
                      AFIS          [___________]          [___________]
                      AGBF          [___________]          [___________]
                      AGGF          [___________]          [___________]
                      AGREIF        [___________]          [___________]
                      AGTGF         [___________]          [___________]
                      AGCF          [___________]          [___________]
                      AGIF          [___________]          [___________]
                      AHIF          [___________]          [___________]
                      AIGF          [___________]          [___________]
                      ALCGF         [___________]          [___________]
                      AMIF          [___________]          [___________]
                      AMIF II       [___________]          [___________]
                      ASMCGF        [___________]          [___________]
                      ABT           [___________]          [___________]
                      TAP           [___________]          [___________]

Garry L. Moody            ABS                None              Over $100,000    
                      ABSS               None              Over $100,000
                      ABF                None              Over $100,000
                      ACF                None              Over $100,000
                      ACOF               None              Over $100,000
                      ADYF               None              Over $100,000
                      AEIF         $10,001-$50,000         Over $100,000
                      AEXR          Over $100,000          Over $100,000
                      AGBF               None              Over $100,000
                      AGGF               None              Over $100,000
                      AGREIF             None              Over $100,000
                      AGTGF        $10,001-$50,000         Over $100,000
                      AGCF         $10,001-$50,000         Over $100,000
                      AGIF               None              Over $100,000
                      AHIF               None              Over $100,000
                      AIGF               None              Over $100,000
                      ALCGF        $10,001-$50,000         Over $100,000
                      AMIF               None              Over $100,000
                      AMIF II            None              Over $100,000
                      ASMCGF       $10,001-$50,000         Over $100,000
                      ABT                None              Over $100,000
                      TAP          $10,001-$50,000         Over $100,000

Marshall C. Turner, Jr.   ABS                None              Over $100,000    
                      ABSS               None              Over $100,000
                      ABF                None              Over $100,000
                      ACF                None              Over $100,000
                      ACOF               None              Over $100,000
                      ACS                None              Over $100,000
                      ADYF        $50,001-$100,000         Over $100,000
                      AEIF         $10,001-$50,000         Over $100,000
                      AEXR               None              Over $100,000
                      AFIS               None              Over $100,000
                      AGBF               None              Over $100,000
                      AGGF               None              Over $100,000
                      AGREIF             None              Over $100,000
                      AGTGF       $50,001-$100,000         Over $100,000
                      AGCF               None              Over $100,000
                      AGIF               None              Over $100,000
                      AHIF               None              Over $100,000
                      AIGF               None              Over $100,000
                      ALCGF              None              Over $100,000
                      AMIF         $10,001-$50,000         Over $100,000
                      AMIF II            None              Over $100,000
                      ASMCGF      $50,001-$100,000         Over $100,000
                      ABT          Over $100,000           Over $100,000
                      TAP         $50,001-$100,000         Over $100,000

Earl D. Weiner            ABS                None              Over $100,000    
                      ABSS          Over $100,000          Over $100,000
                      ABF                None              Over $100,000
                      ACF                None              Over $100,000
                      ACOF               None              Over $100,000
                      ACS                None              Over $100,000
                      ADYF               None              Over $100,000
                      AEIF               None              Over $100,000
                      AEXR               None              Over $100,000
                      AFIS               None              Over $100,000
                      AGBF               None              Over $100,000
                      AGGF               None              Over $100,000
                      AGREIF             None              Over $100,000
                      AGTGF              None              Over $100,000
                      AGCF               None              Over $100,000
                      AGIF               None              Over $100,000
                      AIGF         $10,001-$50,000         Over $100,000
                      AHIF               None              Over $100,000
                      AIGF         [_____________]         Over $100,000
                      ALCGF            $1-$10,000          Over $100,000
                      AMIF               None              Over $100,000
                      AMIF II            None              Over $100,000
                      ASMCGF           $1-$10,000          Over $100,000
                      ABT          $10,001-$50,000         Over $100,000
                      TAP                None              Over $100,000

Compensation From the Funds                                                     
---------------------------                                                     

      None  of  the  Funds  pays  any  fees  to,  or reimburses expenses of, any
Director during a time when the Director is considered an "interested person" of
the  Fund. The aggregate compensation paid by a Fund to the Directors during the
Fund's  respective  fiscal  year  ended  in  either  2009 or 2010, the aggregate
compensation  paid  to  the  Directors  during  calendar year 2009 by all of the
investment companies in the AllianceBernstein Fund Complex, and the total number
of  investment  companies  in the AllianceBernstein Fund Complex as to which the
Directors  are  a director or trustee and the number of investment portfolios as
to  which  the Directors are directors or trustees, are set forth below. Neither
the Funds nor any other investment company in the AllianceBernstein Fund Complex
provides  compensation  in  the form of pension or retirement benefits to any of
its Directors.                                                                  

                                                        [Enlarge/Download Table]

                                                                       Number of             Number of      
                                                                       Investment            Investment     
                                                                       Companies         Portfolios within  
                                                                         in the                 the         
                                                Compensation       AllianceBernstein     AllianceBernstein  
                         Compensation from        from the           Fund Complex,         Fund Complex,    
                           a Fund during     AllianceBernstein       including the         including the    
                          its Fiscal Year      Fund Complex,       Funds, as to which    Funds, as to which 
                         ended in 2009 or      including the       the Director is a     the Director is a  
Name of Director                2010         Funds, during 2009   Director or Trustee   Director or Trustee 
------------------      ------------------  -------------------  --------------------- ---------------------
                                                                                                            

John H. Dobkin             $ 5,538 ABS            $242,200                 32                    88         
                           $ 5,520 ABSS           $245,470                 32                    85         
                           $ 5,594 ABF            $242,200                 32                    88         
                           $ 5,460 ACF            $245,470                 32                    84         
                           $ 5,538 ACOF           $242,200                 32                    88         
                           $[______] ACS     $[_______________]    [_______________]     [_______________]  
                           $ 5,508 ADYF           $242,200                 32                    88         
                           $ 5,538 AEIF           $242,200                 32                    88         
                           $ 5,596 AEXR           $242,200                 32            [_______________]  
                           $ 5,585 AFIS      $[_______________]    [_______________]             88         
                           $ 5,482 AGBF           $242,200                 32                    88         
                           $ 5,460 AGGF           $245,470                 32                    84         
                           $ 5,538 AGREIF         $242,200                 32                    88         
                           $ 5,460 AGTGF          $245,470                 32                    84         
                           $[______] AGCF    $[_______________]    [_______________]     [_______________]  
                           $ 5,508 AGIF           $242,200                 32                    88         
                           $ 5,594 AHIF           $242,200                 32                    88         
                           $ 5,460 AIGF           $245,470                 32                    84         
                           $ 5,460 ALCGF          $245,470                 32                    84         
                           $ 5,962 AMIF           $242,200                 32                    88         
                           $ 4,934 AMIF II        $242,200                 32                    88         
                           $ 5,460 ASMCGF         $242,470                 32                    84         
                           $ 5,538 ABT            $242,200                 32                    88         
                           $ 5,460 TAP            $242,470                 32                    84         

Michael J. Downey          $ 5,538 ABS            $241,000                 32                    88         
                           $ 5,520 ABSS           $243,300                 32                    85         
                           $ 5,594 ABF            $241,000                 32                    88         
                           $ 5,460 ACF            $243,300                 32                    84         
                           $ 5,538 ACOF           $241,000                 32                    88         
                           $[______] ACS     $[_______________]    [_______________]     [_______________]  
                           $ 5,508 ADYF           $241,000                 32                    88         
                           $ 5,538 AEIF           $241,000                 32                    88         
                           $ 5,596 AEXR           $241,000                 32                    88         
                           $ 5,585 AFIS      $[_______________]    [_______________]     [_______________]  
                           $ 5,482 AGBF           $241,000                 32                    88         
                           $ 5,460 AGGF           $243,300                 32                    84         
                           $ 5,538 AGREIF         $241,000                 32                    88         
                           $ 5,460 AGTGF          $243,300                 32                    84         
                           $[______] AGCF    $[_______________]    [_______________]     [_______________]  
                           $ 5,508 AGIF           $241,000                 32                    84         
                           $ 5,594 AHIF           $241,000                 32                    88         
                           $ 5,460 AIGF           $243,300                 32                    84         
                           $ 5,460 ALCGF          $243,300                 32                    84         
                           $ 5,962 AMIF           $241,000                 32                    88         
                           $ 4,934 AMIF II        $241,000                 32                    88         
                           $ 5,460 ASMCGF         $245,704                 32                    84         
                           $ 5,538 ABT            $241,000                 32                    88         
                           $ 5,460 TAP            $243,300                 32                    84         

William H. Foulk, Jr.      $10,439 ABS            $484,400                 34                    90         
                           $10,395 ABSS           $486,700                 34                    87         
                           $10,467 ABF            $484,400                 34                    90         
                           $10,282 ACF            $486,700                 34                    86         
                           $10,439 ACOF           $484,400                 34                    90         
                           $[______] ACS     $[_______________]    [_______________]     [_______________]  
                           $10,381 ADYF           $484,400                 34                    90         
                           $10,439 AEIF           $484,400                 34                    90         
                           $10,492 AEXR           $484,400                 34                    90         
                           $10,513 AFIS      $[_______________]    [_______________]             90         
                           $10,358 AGBF           $484,400                 34                    90         
                           $10,282 AGGF           $486,700                 34                    86         
                           $10,439 AGREIF         $484,400                 34                    90         
                           $10,282 AGTGF          $486,700                 34                    86         
                           $10,282 AGCF           $486,700                 34                    86         
                           $10,381 AGIF           $484,400                 34                    90         
                           $10,467 AHIF           $484,400                 34                    90         
                           $10,282 AIGF           $486,700                 34                    86         
                           $10,282 ALCGF          $486,700                 34                    86         
                           $10,841 AMIF           $484,400                 34                    90         
                           $ 9,408 AMIF II        $484,400                 34                    90         
                           $10,240 ASMCGF         $486,700                 34                    86         
                           $10,439 ABT            $484,400                 34                    90         
                           $10,282 TAP            $486,700                 34                    86         

D. James Guzy              $ 5,538 ABS            $241,000                 32                    88         
                           $ 5,520 ABSS           $243,300                 32                    85         
                           $ 5,594 ABF            $241,000                 32                    88         
                           $ 5,460 ACF            $243,300                 32                    84         
                           $ 5,538 ACOF           $241,000                 32                    88         
                           $[______] ACS     $[_______________]    [_______________]     [_______________]  
                           $ 5,508 ADYF           $241,000                 32                    88         
                           $ 5,538 AEIF           $241,000                 32                    88         
                           $ 5,596 AEXR           $241,000                 32                    88         
                           $ 5,585 AFIS      $[_______________]    [_______________]     [_______________]  
                           $ 5,482 AGBF           $241,000                 32                    88         
                           $ 5,460 AGGF           $243,300                 32                    84         
                           $ 5,538 AGREIF         $241,000                 32                    88         
                           $ 5,460 AGTGF          $243,300                 32                    84         
                           $[______] AGCF    $[_______________]    [_______________]     [_______________]  
                           $ 5,508 AGIF           $241,000                 32                    88         
                           $ 5,594 AHIF           $241,000                 32                    88         
                           $ 5,460 AIGF           $243,300                 32                    84         
                           $ 5,460 ALCGF          $243,300                 32                    84         
                           $ 5,962 AMIF           $241,000                 32                    88         
                           $ 4,934 AMIF II        $241,000                 32                    88         
                           $ 5,460 ASMCGF         $243,300                 32                    84         
                           $ 5,538 ABT       $[_______________]    [_______________]     [_______________]  
                           $ 5,460 TAP            $243,300         [_______________]             84         

Nancy P. Jacklin           $ 5,538 ABS            $242,200                 32                    88         
                           $ 5,520 ABSS           $244,500                 32                    85         
                           $ 5,594 ABF            $242,200                 32                    88         
                           $ 5,460 ACF            $244,500                 32                    84         
                           $ 5,538 ACOF           $242,200                 32                    88         
                           $[______] ACS     $[_______________]    [_______________]     [_______________]  
                           $ 5,508 ADYF           $242,200                 32                    88         
                           $ 5,538 AEIF           $242,200                 32                    88         
                           $ 5,596 AEXR           $242,200                 32                    88         
                           $ 5,585 AFIS      $[_______________]    [_______________]     [_______________]  
                           $ 5,482 AGBF           $242,200                 32                    88         
                           $ 5,460 AGGF           $244,500                 32                    84         
                           $ 5,538 AGREIF         $242,200                 32                    88         
                           $ 5,460 AGTGF          $244,500                 32                    84         
                           $ 5,460 AGCF           $244,500         [_______________]     [_______________]  
                           $ 5,508 AGIF           $242,200                 32                    88         
                           $ 5,594 AHIF           $242,200                 32                    88         
                           $ 5,460 AIGF           $244,500                 32                    84         
                           $ 5,460 ALCGF          $244,500                 32                    84         
                           $ 5,962 AMIF           $242,200                 32                    88         
                           $ 4,934 AMIF II        $242,200                 32                    88         
                           $ 5,460 ASMCGF         $244,500                 32                    84         
                           $ 5,538 ABT            $242,200                 32                    88         
                           $ 5,460 TAP            $244,500                 32                    84         

Garry L. Moody             $ 6,341 ABS            $270,200                 31                    87         
                           $ 6,309 ABSS           $269,230                 31                    84         
                           $ 6,391 ABF            $270,200                 31                    87         
                           $ 6,247 ACF            $269,230                 31                    83         
                           $ 6,341 ACOF           $270,200                 31                    87         
                           $[______] ACS     $[_______________]    [_______________]     [_______________]  
                           $ 6,305 ADYF           $270,200                 31                    87         
                           $ 6,341 AEIF           $270,200                 31                    87         
                           $ 6,391 AEXR           $270,200                 31                    87         
                           $     0 AFIS      $[_______________]    [_______________]     [_______________]  
                           $ 6,276 AGBF           $270,200                 31                    87         
                           $ 6,247 AGGF           $269,230                 31                    83         
                           $ 6,391 AGREIF         $270,200                 31                    87         
                           $ 6,247 AGTGF          $269,230                 31                    83         
                           $ 6,247 AGCF           $269,230                 31                    83         
                           $ 6,305 AGIF           $270,200                 31                    87         
                           $ 6,391 AHIF           $270,200                 31                    87         
                           $ 6,247 AIGF           $269,230                 31                    83         
                           $ 6,247 ALCGF          $269,230                 31                    83         
                           $ 6,832 AMIF           $270,200                 31                    87         
                           $ 5,664 AMIF II        $270,200                 31                    87         
                           $ 6,247 ASMCGF         $269,230                 31                    83         
                           $ 6,341 ABT            $270,200                 31                    87         
                           $ 6,247 TAP            $269,230                 31                    83         

Marshall C. Turner, Jr.    $ 5,538 ABS            $242,200                 32                    88         
                           $ 5,520 ABSS           $243,300                 32                    85         
                           $ 5,594 ABF            $242,200                 32                    88         
                           $ 5,460 ACF            $243,300                 32                    84         
                           $ 5,538 ACOF           $242,200                 32                    88         
                           $[______] ACS     $[_______________]    [_______________]     [_______________]  
                           $ 5,508 ADYF           $242,200                 32                    88         
                           $ 5,538 AEIF           $242,200                 32                    88         
                           $ 5,596 AEXR           $242,200                 32                    84         
                           $ 5,585 AFIS      $[_______________]    [_______________]     [_______________]  
                           $ 5,482 AGBF           $242,200                 32                    88         
                           $ 5,460 AGGF           $243,300                 32                    88         
                           $ 5,538 AGREIF         $242,200                 32                    88         
                           $ 5,460 AGTGF          $243,300                 32                    84         
                           $[______] AGCF    $[_______________]    [_______________]     [_______________]  
                           $ 5,508 AGIF           $242,200                 32                    88         
                           $ 5,594 AHIF           $242,200                 32                    88         
                           $ 5,460 AIGF           $243,300                 32                    84         
                           $ 5,460 ALCGF          $243,300                 32                    84         
                           $ 5,962 AMIF           $242,200                 32                    88         
                           $ 4,934 AMIF II        $242,200                 32                    88         
                           $ 5,460 ASMCGF         $243,300                 32                    84         
                           $ 5,538 ABT            $242,200                 32                    88         
                           $ 5,460 TAP            $243,300                 32                    84         

Earl D. Weiner             $ 5,960 ABS            $260,200                 32                    88         
                           $ 5,932 ABSS           $261,300                 32                    85         
                           $ 6,013 ABF            $260,200                 32                    88         
                           $ 5,874 ACF            $261,300                 32                    84         
                           $ 5,960 ACOF           $260,200                 32                    88         
                           $[______] ACS     $[_______________]    [_______________]     [_______________]  
                           $ 5,927 ADYF           $260,200                 32                    88         
                           $ 5,960 AEIF           $260,200                 32                    88         
                           $ 6,015 AEXR           $260,200                 32                    88         
                           $ 6,009 AFIS      $[_______________]    [_______________]     [_______________]  
                           $ 5,901 AGBF           $260,200                 32                    88         
                           $ 5,874 AGGF           $261,300                 32                    84         
                           $ 5,960 AGREIF         $260,200                 32                    88         
                           $ 5,874 AGTGF          $261,300                 32                    84         
                           $[______] AGCF    $[_______________]    [_______________]     [_______________]  
                           $ 5,927 AGIF           $260,200                 32                    88         
                           $ 6,013 AHIF           $260,200                 32                    88         
                           $ 5,874 AIGF           $261,300                 32                    84         
                           $ 5,874 ALCGF          $261,300                 32                    84         
                           $ 6,418 AMIF           $260,200                 32                    88         
                           $ 5,316 AMIF II        $260,200                 32                    88         
                           $ 5,874 ASMCGF         $261,300                 32                    84         
                           $ 5,960 ABT            $260,200                 32                    88         
                           $ 5,874 TAP            $261,300                 32                    84         


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APPENDIX C - COPY OF MODEL CHARTER

FORM OF ARTICLES OF AMENDMENT AND RESTATEMENT 

[______________________________________]

      1. [________________], a Maryland corporation (the "Corporation"), desires
to  amend  and  restate  its  charter  as currently in effect and as hereinafter
amended.                                                                        

      2.  The  following  provisions  are  all  the  provisions  of  the charter
currently in effect and as hereinafter amended:                                 

       FIRST: (1) The name of the incorporator is [_________________].

   (2) The incorporator's post office address is
[_____________].                  

         (3) The incorporator is over eighteen years of age.

              (4) The incorporator is forming the corporation named in
these Articles of Incorporation under the general laws of the State of Maryland.

    SECOND:  The name of the corporation (hereinafter called the
"Corporation") is [__________________________________________________________]. 

           THIRD: (1)  The purposes for which the Corporation is formed are to
conduct, operate and carry on the business of an investment company.            

              (2) The Corporation may engage in any other business and
shall  have  all  powers  conferred  upon  or  permitted  to corporations by the
Maryland General Corporation Law.                                               

            FOURTH:  The  post  office  address  of  the principal office of the
Corporation  within the State of Maryland is 300 East Lombard Street, Baltimore,
Maryland  21202  in  care  of  The Corporation Trust, Incorporated. The resident
agent  of  the  Corporation  in  the State of Maryland is The Corporation Trust,
Incorporated,  300  East  Lombard  Street, Baltimore, Maryland 21202, a Maryland
corporation.                                                                    

         FIFTH: (1)    The    Corporation    is    authorized   to   issue
[__________]([____________]) shares, all of which shall be Common Stock, $[____]
par  value  per share (the "Common Stock"), and having an aggregate par value of
[_______________] dollars ($[____________]), classified and designated as       
follows:                                                                        

NAME OF SERIES    CLASS [__]      CLASS [__]      CLASS [__]      CLASS [__]    
               COMMON STOCK    COMMON STOCK     COMMON STOCK    COMMON STOCK
[____________]  [__________]    [__________]     [__________]     [__________]  

[Portfolio] and any other portfolio hereafter established are each referred to  
herein as a "Series." The Class [________] Common Stock of a Series, the Class  
[________] Common Stock of a Series, the Class[________] Common Stock of a      
Series, the Class [________] Common Stock of a Series and any Class of a Series 
hereafter established are each referred herein as a "Class." If shares of one   
Series or Class of stock are classified or reclassified into shares of another  
Series or Class of stock pursuant to this Article FIFTH, paragraph (2), the     
number of authorized shares of the former Series or Class shall be automatically
decreased and the number of shares of the latter Series or Class shall be       
automatically increased, in each case by the number of shares so classified or  
reclassified, so that the aggregate number of shares of stock of all Series and 
Classes that the Corporation has authority to issue shall not be more than the  
total number of shares of stock set forth in the first sentence of this Article 
FIFTH, paragraph (1).                                                           

               (2)  The  Board  of  Directors  may classify any unissued
shares of Common Stock from time to time in one or more Series or Classes of    
stock. The Board of Directors may reclassify any previously classified but      
unissued shares of any Series or Class of stock from time to time in one or more
Series or Class of stock. Prior to issuance of classified or reclassified shares
of any Series or Class, the Board of Directors by resolution shall: (a)         
designate that Series or Class to distinguish it from all other Series or       
Classes of stock of the Corporation; (b) specify the number of shares to be     
included in the Series or Class; (c) set or change, subject to the express terms
of any Series or Class of stock of the Corporation outstanding at the time, the 
preferences, conversion or other rights, voting powers, restrictions,           
limitations as to dividends or other distributions, qualifications and terms and
conditions of redemption for each Series or Class; and (d) cause the Corporation
to file articles supplementary with the State Department of Assessments and     
Taxation of Maryland ("SDAT"). Any of the terms of any Series or Class of stock 
set or changed pursuant to clause (c) of this paragraph (2) may be made         
dependent upon facts or events ascertainable outside the charter of the         
Corporation (the "Charter"), including determinations by the Board of Directors 
or other facts or events within the control of the Corporation, and may vary    
among holders thereof, provided that the manner in which such facts, events or  
variations shall operate upon the terms of such Series or Class of stock is     
clearly and expressly set forth in the articles supplementary or other charter  
document filed with the SDAT.                                                   

            (3)  As more fully set forth hereafter, the assets and
liabilities and the income and expenses of each Series or Class of the          
Corporation's stock shall be determined separately from those of each other     
Series or Class of the Corporation's stock and, accordingly, the net asset      
value, the dividends and distributions payable to holders, and the amounts      
distributable in the event of liquidation or dissolution of the Corporation to  
holders of shares of the Corporation's stock may vary from Series to Series or  
Class to Class. In the event that there are any assets, income, earnings,       
profits or proceeds which are not readily identifiable as belonging to any      
particular series (collectively, "General Assets"), such General Assets shall be
allocated by or under the direction of the Board of Directors to and among one  
or more Series and Classes in such a manner and on such basis as the Board of   
Directors in its sole discretion shall determine.                               

                 (4)  Except as otherwise provided herein, all consideration
received by the Corporation for the issuance or sale of shares of a Series or   
Class of the Corporation's stock, together with all funds derived from any      
investment and reinvestment thereof and any General Assets allocated to such    
Series or Class, shall irrevocably belong to that Series or Class for all       
purposes, subject only to any automatic conversion of one Series or Class of    
stock into another, as hereinafter provided for, and to the rights of creditors 
of such Series or Class, and shall be so recorded upon the books of account of  
the Corporation, and are herein referred to as "assets belonging to" such Series
or Class.                                                                       

                (5)  The assets belonging to each Series or Class shall be
charged with the debts, liabilities, obligations and expenses incurred or       
contracted for or otherwise existing with respect to such Series or Class and   
with such Series' or Class' share of the general liabilities of the Corporation,
in the latter case in the proportion that the net asset value of such Series or 
Class bears to the net asset value of all Series and Classes or as otherwise    
determined by the Board of Directors in accordance with applicable law. The     
determination of the Board of Directors shall be conclusive as to the allocation
of debts, liabilities, obligations and expenses, including accrued expenses and 
reserves, to a Series or Class. The debts, liabilities, obligations and expenses
incurred or contracted for or otherwise existing with respect to a Series or    
Class are enforceable with respect to that Series or Class only and not against 
the assets of the Corporation generally or any other Series or Class of stock of
the Corporation.                                                                

             (6)  The assets attributable to the Classes of a Series
shall be invested in the same investment portfolio of the Corporation, and      
notwithstanding the foregoing provisions of paragraphs (4) and (5) of this      
Article FIFTH, the allocation of investment income and realized and unrealized  
capital gains and losses and expenses and liabilities of the Corporation and of 
any Series among the Classes of Common Stock of each Series shall be determined 
by the Board of Directors in a manner that is consistent with the Investment    
Company Act of 1940, the rules and regulations thereunder, and the              
interpretations thereof, in each case as from time to time amended, modified or 
superseded (the "Investment Company Act"). The determination of the Board of    
Directors shall be conclusive as to the allocation of investment income and     
realized and unrealized capital gains and losses, expenses and liabilities,     
including accrued expenses and reserves, and assets to one or more particular   
Series or Classes.                                                              

             (7)  Shares of each Class of stock shall be entitled to
such dividends or distributions, in cash, property or additional shares of stock
or the same or another Series or Class, as may be authorized from time to time  
by the Board of Directors (by resolution adopted from time to time, or pursuant 
to a standing resolution or resolutions adopted only once or with such frequency
as the Board of Directors may determine, after providing that such dividend or  
distribution shall not violate Section 2-311 of the Maryland General Corporation
Law) and declared by the Corporation with respect to such Class. The nature of  
in-kind property distributions may vary among the holders of a Class or Series, 
provided that the amount of the distribution per share, as determined by the    
Board of Directors, shall be equivalent for all holders of such Class or Series.
Specifically, and without limiting the generality of the foregoing, the         
dividends and distributions of investment income and capital gains with respect 
to the different Series and with respect to the Class may vary with respect to  
each such Series and Class to reflect differing allocations of the expenses of  
the Corporation and the Series among the holders of such Classes and any        
resultant differences between the net asset values per share of such Classes, to
such extent and for such purposes as the Board of Directors may deem            
appropriate. The Board of Directors may determine that dividends may be payable 
only with respect to those shares of stock that have been held of record        
continuously by the stockholder for a specified period prior to the record date 
of the date of the distribution.                                                

             (8)  Except as provided below, on each matter submitted
to a vote of the stockholders, each holder of stock shall be entitled to one    
vote (1) for each share standing in such stockholder's name on the books of the 
Corporation or (2) if approved by the Board of Directors and pursuant to the    
issuance of an exemptive order from the Securities and Exchange Commission, for 
each dollar of net asset value per share of a Class or Series, as applicable.   
Subject to any applicable requirements of the Investment Company Act, or other  
applicable law, all holders of shares of stock shall vote as a single class     
except with respect to any matter which the Board of Directors shall have       
determined affects only one or more (but less than all) Series or Classes of    
stock, in which case only the holders of shares of the Series or Classes        
affected shall be entitled to vote. Without limiting the generality of the      
foregoing, and subject to any applicable requirements of the Investment Company 
Act, or other applicable law, the holders of each of the Classes of each Series 
shall have, respectively, with respect to any matter submitted to a vote of     
stockholders (i) exclusive voting rights with respect to any such matter that   
only affects the Series or Class of Common Stock of which they are holders,     
including, without limitation, the provisions of any distribution plan adopted  
by the Corporation pursuant to Rule 12b-1 under the Investment Company Act (a   
"Plan") with respect to the Class of which they are holders and (ii) no voting  
rights with respect to the provisions of any Plan that affects one or more of   
such other Classes of Common Stock, but not the Class of which they are holders,
or with respect to any other matter that does not affect the Class of Common    
Stock of which they are holders.                                                

           (9) In the event of the liquidation or dissolution of
the Corporation, stockholders of each Class of the Corporation's stock shall be 
entitled to receive, as a Class, out of the assets of the Corporation available 
for distribution to stockholders, but other than General Assets not attributable
to any particular Class of stock, the assets attributable to the Class less the 
liabilities allocated to that Class; and the assets so distributable to the     
stockholders of any Class of stock shall be distributed among such stockholders 
in proportion to the number of shares of the Class held by them and recorded on 
the books of the Corporation. In the event that there are any General Assets not
attributable to any particular Class of stock, and such assets are available for
distribution, the distribution shall be made to the holders of all Classes of a 
Series in proportion to the net asset value of the respective Classes or as     
otherwise determined by the Board of Directors.                                 

                   (10)(a) Each holder of stock may require the Corporation to
redeem all or any shares of the stock owned by that holder, upon request to the 
Corporation or its designated agent, at the net asset value of the shares of    
stock next determined following receipt of the request in a form approved by the
Corporation and accompanied by surrender of the certificate or certificates for 
the shares, if any, less the amount of any applicable redemption charge,        
deferred sales charge, redemption fee or other amount imposed by the Board of   
Directors (to the extent consistent with applicable law). The Board of Directors
may establish procedures for redemption of stock.                               

              (b) The proceeds of the redemption of a share (including
a fractional share) of any Class of capital stock of the Corporation shall be   
reduced by the amount of any contingent deferred sales charge, redemption fee or
other amount payable on such redemption pursuant to the terms of issuance of    
such share.                                                                     

               (c) Subject to the requirements of the Investment Company
Act, the Board of Directors may cause the Corporation to redeem at net asset    
value all or any proportion of the outstanding shares of any Series or Class    
from a holder (1) upon such conditions with respect to the maintenance of       
stockholder accounts of a minimum amount as may from time to time be established
by the Board of Directors in its sole discretion or (2) upon such conditions    
established by the Board of Directors in its sole discretion, for any other     
purpose, including, without limitation, a reorganization pursuant to the        
Investment Company Act.                                                         

           (d) Payment by the Corporation for shares of stock of
the Corporation surrendered to it for redemption shall be made by the           
Corporation within seven days of such surrender out of the funds legally        
available therefor, provided that the Corporation may suspend the right of the  
stockholders to redeem shares of stock and may postpone the right of those      
holders to receive payment for any shares when permitted or required to do so by
applicable statutes or regulations. Payment of the aggregate price of shares    
surrendered for redemption may be made in cash or, at the option of the         
Corporation, wholly or partly in such portfolio securities of the Corporation as
the Corporation shall select.                                                   

            (e) Subject to the following sentence, shares of stock
of any Series and Class of the Corporation which have been redeemed or otherwise
acquired by the Corporation shall constitute authorized but unissued shares of  
stock of such Series and Class. In connection with a liquidation or             
reorganization of any Series or Class in which all of the outstanding shares of 
such Series or Class are redeemed by the Corporation, upon any such redemption  
all such shares and all authorized but unissued shares of the applicable Series 
or Class shall automatically be returned to the status of authorized but        
unissued shares of Common Stock, without further designation as to Series or    
Class.                                                                          

             (11) At such times as may be determined by the Board of
Directors (or with the authorization of the Board of Directors, by the officers 
of the Corporation) in accordance with the Investment Company Act and applicable
rules and regulations of the National Association of Securities Dealers, Inc.   
and from time to time reflected in the registration statement of the Corporation
(the "Corporation's Registration Statement"), shares of a particular Series or  
Class of stock of the Corporation or certain shares of a particular Class of    
stock of any Series of the Corporation may be automatically converted into      
shares of another Class of stock of such Series of the Corporation based on the 
relative net asset values of such Classes at the time of conversion, subject,   
however, to any conditions of conversion that may be imposed by the Board of    
Directors (or with the authorization of the Board of Directors, by the officers 
of the Corporation) and reflected in the Corporation's Registration Statement.  
The terms and conditions of such conversion may vary within and among the       
Classes to the extent determined by the Board of Directors (or with the         
authorization of the Board of Directors, by the officers of the Corporation) and
set forth in the Corporation's Registration Statement.                          

              (12) Pursuant to Article SEVENTH, paragraph (1)(d), upon
a determination of the Board of Directors that the net asset value per share of 
a Class shall remain constant, the Corporation shall be entitled to declare and 
pay and/or credit as dividends daily the net income (which may include or give  
effect to realized and unrealized gains and losses, as determined in accordance 
with the Corporation's accounting and portfolio valuation policies) of the      
Corporation attributable to the assets attributable to that Class. If the amount
so determined for any day is negative, the Corporation shall be entitled,       
without the payment of monetary compensation but in consideration of the        
interest of the Corporation and its stockholders in maintaining a constant net  
asset value per share of that Class, to redeem pro rata from all the holders of 
record of shares of that class at the time of such redemption (in proportion to 
their respective holdings thereof) sufficient outstanding shares of that Class, 
or fractions thereof, as shall permit the net asset value per share of that     
Class to remain constant.                                                       

       (13) The Corporation may issue shares of stock in
fractional denominations to the same extent as its whole shares, and shares in  
fractional denominations shall be shares of stock having proportionately to the 
respective fractions represented thereby all the rights of whole shares,        
including, without limitation, the right to vote, the right to receive dividends
and distributions, and the right to participate upon liquidation of the         
Corporation, but excluding any right to receive a stock certificate representing
fractional shares.                                                              

             (14) No stockholder shall be entitled to any preemptive
right other than as the Board of Directors may establish.                       

              (15) The rights of all stockholders and the terms of all
stock are subject to the provisions of the Charter and the Bylaws.              

   SIXTH: The number of directors of the Corporation shall be [_________].
The number of directors of the Corporation may be changed pursuant to the Bylaws
of the Corporation. The names of the individuals who shall serve as directors of
the Corporation until the next annual meeting of stockholders and until their   
successors are duly elected and qualify are:                                    

[__________________]. 

SEVENTH: The following provisions are inserted for the purpose of   
defining, limiting and regulating the powers of the Corporation and of the Board
of Directors and stockholders.                                                  

                  (1) In addition to its other powers explicitly or implicitly
granted under the Charter, by law or otherwise, the Board of Directors of the   
Corporation:                                                                    

                 (a) has the exclusive power to make, alter, amend or repeal
the Bylaws of the Corporation;                                                  

          (b) subject to applicable law, may from time to time
determine whether, to what extent, at what times and places, and under what     
conditions and regulations the accounts and books of the Corporation, or any of 
them, shall be open to the inspection of the stockholders, and no stockholder   
shall have any right to inspect any account, book or document of the Corporation
except as conferred by statute or as authorized by the Board of Directors of the
Corporation;                                                                    

                  (c) is empowered to authorize, without stockholder approval,
the issuance and sale from time to time of shares of stock of any Series or     
Class of the Corporation whether now or hereafter authorized and securities     
convertible into shares of stock of the Corporation of any Series or Class,     
whether now or hereafter authorized, for such consideration as the Board of     
Directors may deem advisable;                                                   

                (d) is authorized to adopt procedures for determination of
and to maintain constant the net asset value of shares of any Class or Series of
the Corporation's stock.                                                        

               (2) Notwithstanding any provision of the Maryland General
Corporation Law requiring a greater proportion than a majority of the votes     
entitled to be cast by holders of shares of all Series or Classes, or any Series
or Class, of the Corporation's stock in order to take or authorize any action,  
any such action may be taken or authorized upon the concurrence of holders of   
shares entitled to cast a majority of the aggregate number of votes entitled to 
be cast thereon, subject to any applicable requirements of the Investment       
Company Act.                                                                    

              (3) The presence in person or by proxy of the holders of
shares entitled to cast one-third of the votes entitled to be cast (without     
regard to Series or Class) shall constitute a quorum at any meeting of the      
stockholders, except with respect to any matter which, under applicable         
statutes, regulatory requirements or the Charter, requires approval by a        
separate vote of one or more Series or Classes of stock, in which case the      
presence in person or by proxy of the holders of shares entitled to cast        
one-third of the votes entitled to be cast by holders of shares of each Series  
or Class entitled to vote as a Series or Class on the matter shall constitute a 
quorum.                                                                         

                (4) Any determination made in good faith by or pursuant to
the direction of the Board of Directors, as to the amount of the assets, debts, 
obligations, or liabilities of the Corporation, as to the amount of any reserves
or charges set up and the propriety thereof, as to the time of or purpose for   
creating such reserves or charges, as to the use, alteration or cancellation of 
any reserves or charges (whether or not any debt, obligation, or liability for  
which such reserves or charges shall have been created shall be then or         
thereafter required to be paid or discharged), as to the value of or the method 
of valuing any investment owned or held by the Corporation, as to market value  
or fair value of any investment or fair value of any other asset of the         
Corporation, as to the allocation of any asset of the Corporation to a          
particular Class or Classes of the Corporation's stock, as to the charging of   
any liability of the Corporation to a particular Class or Classes of the        
Corporation's stock, as to the number of shares of the Corporation outstanding, 
as to the estimated expense to the Corporation in connection with purchases of  
its shares, as to the ability to liquidate investments in orderly fashion, or as
to any other matters relating to the issue, sale, redemption or other           
acquisition or disposition of investments or shares of the Corporation, shall be
final and conclusive and shall be binding upon the Corporation and all holders  
of its shares, past, present and future, and shares of the Corporation are      
issued and sold on the condition and understanding that any and all such        
determinations shall be binding as aforesaid.                                   

      EIGHTH: (1) To the maximum extent that Maryland law in effect from time to
time permits limitation of the liability of directors and officers of a         
corporation, no present or former director or officer of the Corporation shall  
be liable to the Corporation or its stockholders for money damages.             

              (2) The Corporation shall have the power, to the maximum
extent permitted by Maryland law in effect from time to time, to obligate itself
to indemnify, and to pay or reimburse reasonable expenses in advance of final   
disposition of a proceeding to, (a) any individual who is a present or former   
director or officer of the Corporation or (b) any individual who, while a       
director or officer of the Corporation and at the request of the Corporation,   
serves or has served as a director, officer, partner or trustee of another      
corporation, real estate investment trust, partnership, joint venture, trust,   
employee benefit plan or any other enterprise from and against any claim or     
liability to which such person may become subject or which such person may incur
by reason of his status as a present or former director or officer of the       
Corporation. The Corporation shall have the power, with the approval of the     
Board of Directors, to provide such indemnification and advancement of expenses 
to a person who served a predecessor of the Corporation in any of the capacities
described in (a) or (b) above and to any employee or agent of the Corporation or
a predecessor of the Corporation.                                               

                   (3) The provisions of this Article EIGHTH shall be subject to
the limitations of the Investment Company Act.                                  

                  (4) Neither the amendment nor repeal of this Article EIGHTH,
nor the adoption or amendment of any other provision of the Charter or Bylaws   
inconsistent with this Article EIGHTH, shall apply to or affect in any respect  
the applicability of the preceding sections of this Article EIGHTH with respect 
to any act or failure to act which occurred prior to such amendment, repeal or  
adoption.                                                                       

NINTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in its Charter in the manner now or hereafter    
prescribed by the laws of the State of Maryland, including any amendment which  
alters the contract rights, as expressly set forth in the Charter, of any       
outstanding stock, and all rights conferred upon stockholders herein are granted
subject to this reservation.                                                    

         (1) The amendment and restatement of the Charter as
hereinabove set forth have been duly advised by the Board of Directors and      
approved by the stockholders of the Corporation as required by law.             

            (2) The current address of the principal office of the
Corporation within the State of Maryland is as set forth in Article FOURTH of   
the foregoing amendment and restatement of the Charter.                         

           (3) The name and address of the Corporation's current
resident agent is as set forth in Article FOURTH of the foregoing amendment and 
restatement of the Charter.                                                     

                  (4) The number of directors of the Corporation and the names
of those currently in office are as set forth in Article SIXTH of the foregoing 
amendment and restatement of the Charter.                                       

                   (5) The total number of shares of stock which the Corporation
has authority to issue is not changed by the foregoing amendment and restatement
of the Charter.                                                                 

  The undersigned President acknowledges these Articles of Amendment and
Restatement to be the corporate act of the Corporation and, as to all matters or
facts required to be verified under oath, the undersigned President acknowledges
that, to the best of his knowledge, information and belief, these matters and   
facts are true in all material respects and that this statement is made under   
the penalties for perjury.                                                      

      IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment
and Restatement to be signed in its name and on its behalf by its President and 
attested to by its Secretary on this ________ day of ____________, 20__.        

ATTEST:            [________________________________]                           

_________          By: ________________________ (SEAL)                          
Secretary              President                                                

[date]                                                                          

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APPENDIX D - STOCK OWNERSHIP

      The  following  person(s)  owned  of  record  or  were  known by a Fund to
beneficially  own  5%  or  more  of  the  Fund's  shares  (or class of shares if
applicable) as of [_________], 2010.                                            

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TABLE OF CONTENTS 

TABLE OF CONTENTS                                                         PAGE  
----------------------------------------------------------------------   -------

Introduction..........................................................   [_____]

Proposal One: Election of Directors...................................   [_____]

Proposal Two: Amendments of Investment Advisory Agreements                      
   of Certain Funds...................................................   [_____]

Proposal Three: Amendments of Declarations of Trust of Certain                  
   Funds Organized as Massachusetts Business Trusts...................   [_____]

Proposal Four: Amendment and Restatement of Charters of Certain                 
   Funds Organized as Maryland Corporations...........................   [_____]

Proposal Five: Amendment of Fundamental Policies of Certain                     
   Funds Regarding Commodities .......................................   [_____]

Proposal Six: Reclassification of Fundamental Investment                        
   Objectives of Certain Funds .......................................   [_____]

Audit Committee Report and Independent Registered Public Account                
   Firms..............................................................   [_____]

Proxy Voting and Stockholder Meeting..................................   [_____]

Officers of the Funds.................................................   [_____]

Stock Ownership.......................................................   [_____]

Information as to the Investment Adviser and Distributor of the                 
   Funds .............................................................   [_____]

Other Matters.........................................................   [_____]

Submission of Proposals for the Next Annual Meeting of Stockholders ..   [_____]

Appendix A: Outstanding Voting Shares.................................   [_____]

Appendix B: Additional Information Regarding Directors................   [_____]

Appendix C: Copy of Model Charter.....................................   [_____]

Appendix D: Stock Ownership...........................................   [_____]

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THE ALLIANCEBERNSTEIN FUNDS 

[LOGO]
AllianceBernstein L.P.

_____________________________________________________________________________   
NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT              
SEPTEMBER 5, 2010                                                               

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FORM OF PROXY                                                      FORM OF PROXY

ALLIANCEBERNSTEIN FUNDS 

PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON NOVEMBER 5, 2010 

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARDS OF
DIRECTORS AND BOARDS OF TRUSTEES OF THE ALLIANCEBERNSTEIN FUNDS 

            The undersigned hereby appoints [___________] and [____________], or
either of them, as proxies for the undersigned, with full power of substitution 
in each of them, to attend the Joint Annual Meeting of Stockholders (the        
"Meeting") of the AllianceBernstein Funds listed below (each a "Fund", and      
collectively, the "Funds") to be held at 3:00 p.m., Eastern Time, on November 5,
2010 at the offices of the AllianceBernstein Funds, 1345 Avenue of the Americas,
41st Floor, New York, New York 10105, and any postponements or adjournments     
thereof, to cast on behalf of the undersigned all votes that the undersigned is 
entitled to cast at the Meeting and otherwise to represent the undersigned with 
all powers possessed by the undersigned if personally present at such Meeting.  
The undersigned hereby acknowledges receipt of the Notice of Joint Annual       
Meeting of Stockholders and accompanying Proxy Statement, revokes any proxy     
heretofore given with respect to such Meeting and hereby instructs said proxies 
to vote said shares as indicated on the reverse side hereof.                    

            IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY
THE UNDERSIGNED WILL BE CAST AS INSTRUCTED ON THE REVERSE SIDE HEREOF. IF THIS  
PROXY IS PROPERLY EXECUTED BUT NO INSTRUCTION IS GIVEN, THE VOTES ENTITLED TO BE
CAST BY THE UNDERSIGNED WILL BE CAST "FOR" EACH OF THE NOMINEES FOR DIRECTOR AND
"FOR" EACH OF THE OTHER PROPOSALS AS DESCRIBED IN THE PROXY STATEMENT.          
ADDITIONALLY, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN  
THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY    
COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.             

VOTE VIA THE INTERNET: www.proxyweb.com                                         
VOTE BY TELEPHONE: 1-888-221-0697                                               

Please refer to the Proxy Statement for a discussion
of each Proposal. 

PLEASE VOTE, DATE AND SIGN AND
RETURN THIS PROXY CARD PROMPTLY. YOU MAY USE THE ENCLOSED ENVELOPE. 

Please sign this proxy exactly as your name(s) appear(s) on the records of a    
Fund. Joint owners should each sign personally. Trustees and other              
representative should indicate the capacity in which they sign, and where more  
than one name appears, a majority must sign. If a corporation or another entity,
the signature should be that of an authorized officer who should state his or   
her full title.                                                                 

                                                        [Enlarge/Download Table]
                                             THE ALLIANCEBERNSTEIN FUNDS                                            

--------------------------------------------------------------------------------------------------------------------
                                                                                                                    
AllianceBernstein Balanced Shares, Inc. ("ABS")         AllianceBernstein International Growth Fund, Inc. ("AIGF")  

AllianceBernstein Blended Style Series, Inc. ("ABSS")   AllianceBernstein Large Cap Growth Fund, Inc. ("ALCGF")     
-    U.S. Large Cap Portfolio                                                                                       
-    AllianceBernstein 2000 Retirement Strategy         AllianceBernstein Municipal Income Fund, Inc. ("AMIF")      
-    AllianceBernstein 2005 Retirement Strategy         -    California Portfolio                                   
-    AllianceBernstein 2010 Retirement Strategy         -    AllianceBernstein High Income Municipal Portfolio      
-    AllianceBernstein 2015 Retirement Strategy         -    National Portfolio                                     
-    AllianceBernstein 2020 Retirement Strategy         -    New York Portfolio                                     
-    AllianceBernstein 2025 Retirement Strategy                                                                     
-    AllianceBernstein 2030 Retirement Strategy         AllianceBernstein Municipal Income Fund II                  
-    AllianceBernstein 2035 Retirement Strategy         ("AMIF II")                                                 
-    AllianceBernstein 2040 Retirement Strategy         -    Arizona Portfolio                                      
-    AllianceBernstein 2045 Retirement Strategy         -    Massachusetts Portfolio                                
-    AllianceBernstein 2050 Retirement Strategy         -    Michigan Portfolio                                     
-    AllianceBernstein 2055 Retirement Strategy         -    Minnesota Portfolio                                    
                                                        -    New Jersey Portfolio                                   
AllianceBernstein Bond Fund, Inc. ("ABF")               -    Ohio Portfolio                                         
-    AllianceBernstein Intermediate Bond Portfolio      -    Pennsylvania Portfolio                                 
-    AllianceBernstein Bond Inflation Strategy          -    Virginia Portfolio                                     
-    AllianceBernstein Multi-Asset Inflation Strategy                                                               
-    AllianceBernstein Municipal Bond Inflation         AllianceBernstein Small/Mid Cap Growth Fund, Inc. ("ASMCGF")
     Strategy                                                                                                       
                                                        AllianceBernstein Trust ("ABT")                             
AllianceBernstein Cap Fund, Inc. ("ACF")                -    AllianceBernstein Value Fund                           
-    AllianceBernstein Small Cap Growth Portfolio       -    AllianceBernstein Small/Mid Cap Value Fund             
-    AllianceBernstein U.S. Strategic Research          -    AllianceBernstein International Value Fund             
     Portfolio                                          -    AllianceBernstein Global Value Fund                    
-    AllianceBernstein Market Neutral Strategy - U.S.                                                               
-    AllianceBernstein Market Neutral Strategy -        The AllianceBernstein Portfolios ("TAP")                    
     Global                                             -    AllianceBernstein Growth Fund                          
                                                        -    AllianceBernstein Conservative Wealth Strategy         
AllianceBernstein Core Opportunities Fund, Inc.         -    AllianceBernstein Tax-Managed Conservative Wealth      
("ACOF")                                                     Strategy                                               
                                                        -    AllianceBernstein Balanced Wealth Strategy             
AllianceBernstein Corporate Shares ("ACS")              -    AllianceBernstein Tax-Managed Balanced Wealth Strategy 
-    AllianceBernstein Corporate Income Shares          -    AllianceBernstein Wealth Appreciation Strategy         
-    AllianceBernstein Municipal Income Shares          -    AllianceBernstein Tax-Managed Wealth Appreciation      
-    AllianceBernstein Taxable Multi-Sector Income           Strategy                                               
     Shares                                                                                                         

AllianceBernstein Diversified Yield Fund, Inc.                                                                      
("ADYF")                                                                                                            

AllianceBernstein Equity Income Fund, Inc. ("AEIF")                                                                 

AllianceBernstein Exchange Reserves ("AEXR")                                                                        

AllianceBernstein Fixed-Income Shares, Inc. ("AFIS")                                                                
-    Government STIF Portfolio                                                                                      

AllianceBernstein Global Bond Fund, Inc. ("AGBF")                                                                   

AllianceBernstein Global Growth Fund, Inc. ("AGGF")                                                                 

AllianceBernstein Global Real Estate Investment Fund,                                                               
Inc. ("AGREIF")                                                                                                     

AllianceBernstein Global Thematic Growth Fund, Inc.                                                                 
("AGTGF")                                                                                                           

AllianceBernstein Greater China '97 Fund, Inc.                                                                      
("AGCF")                                                                                                            

AllianceBernstein Growth and Income Fund, Inc.                                                                      
("AGIF")                                                                                                            

AllianceBernstein High Income Fund, Inc. ("AHIF")                                                                   

--------------------------------------------------------------------------------------------------------------------

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Please fill in boxes as shown using black or blue ink or number 2 pencil. Please
mark votes as in this example: /X/                                              

                                                             For All
                                      For All   Withhold From  Except As
                                        Nominees  All Nominees   Noted Below

1.    To elect Directors for All Funds:   /_/       /_/            /_/          

01. John H. Dobkin                  06. Robert M. Keith             
02. Michael J. Downey               07. Garry L. Moody              
03. William H Foulk, Jr.            08. Marshall C. Turner, Jr.     
04. D. James Guzy                   09. Earl D. Weiner              
05. Nancy P. Jacklin                                                

   To withhold authority to vote for any individual, mark the box "FOR ALL
EXCEPT" and write the nominee's number on the line provided.        
__________________________                                          

                                    For       Against        Abstain

2.    To approve amendments to the        /_/       /_/            /_/          
Investment Advisory Agreements                                      
for certain funds                                                   

                                    For       Against        Abstain

2.a. To approve amendments to       /_/       /_/            /_/    
Investment Advisory Agreements                                      
for Certain Funds to Conform Fee                                    
Measurement Periods                                                 

 AllianceBernstein Cap Fund, Inc. - AllianceBernstein Small Cap Growth
Portfolio and AllianceBernstein Global Thematic Growth Fund, Inc.   

                                    For       Against        Abstain

2.b. To approve amendments to       /_/       /_/            /_/    
Investment Advisory Agreements                                      
of TAP Regarding                                                    
Reimbursement of Administrative                                     
Expenses                                                            

The AllianceBernstein Portfolios                                    

                                    For       Against        Abstain

3.    The amendment of the                /_/       /_/            /_/          
Declarations of Trust for                                           
certain of the Funds.                                               

   AllianceBernstein Exchange Reserves, AllianceBernstein Municipal Income
Fund II and AllianceBernstein Trust                                 

                                    For       Against        Abstain

4.    The amendment and restatement       /_/       /_/            /_/          
of the Charters for certain of                                      
the Funds that are organized as                                     
a Maryland corporation which will                                   
repeal in their entirety all of                                     
the currently existing charter                                      
provisions and substitute in lieu                                   
thereof the new provisions set                                      
forth in the Form of Articles of                                    
Amendment and Restatement                                           
attached to the accompany Proxy                                     
statement as Appendix [C].                                          

    AllianceBernstein Balanced Shares, Inc., AllianceBernstein Blended Style
  Series, Inc., AllianceBernstein Cap Fund, Inc., AllianceBernstein Core
 Opportunities Fund, Inc., AllianceBernstein Equity Income Fund, Inc.,
AllianceBernstein Global Real Estate Investment Fund, Inc.,         
  AllianceBernstein Global Thematic Growth Fund, Inc., AllianceBernstein
   Greater China '97 Fund, Inc., AllianceBernstein Growth and Income Fund,
Inc., AllianceBernstein High Income Fund, Inc., AllianceBernstein   
   International Growth Fund, Inc., and AllianceBernstein Large Cap Growth
Fund, Inc.                                                          

                                    For       Against        Abstain

5.    The amendment of certain of the     /_/       /_/            /_/          
Funds' fundamental policies                                         
regarding commodities.                                              

    All Funds (except ABF Multi-Asset Inflation Strategy, ACF-Market Neutral
Strategy - U.S. and ACF - Market Neutral Strategy-Global            

                                    For       Against        Abstain

6.    The reclassification of certain     /_/       /_/            /_/          
of the Funds' fundamental                                           
investment objectives as                                            
non-fundamental.                                                    

   AllianceBernstein Blended Style Series, Inc. - U.S. Large Cap Portfolio
and AllianceBernstein Greater China '97 Fund, Inc.                  

7.    To transact such other business as                                        
may properly come before the                                        
Meeting and any adjournments or                                     
postponements thereof.                                              

                                         Mark here for address change and note
                                          at left.                           /_/

                                    Please be sure to sign, date and
                                       return this Proxy promptly. You may
                              use the enclosed envelope.

                                          --------------------------------------
                              (Signature of Stockholder)

                                          --------------------------------------
                                      (Signature of joint owner, if any)

                         Date __________, 2010

SK 00250 0209 1073130                                                           

Dates Referenced Herein   and   Documents Incorporated by Reference

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