Alliancebernstein Institutional Reserves Inc, et al. · 485APOS · On 2/21/06

Filed On 2/21/06 4:27pm ET   ·   SEC Files 33-34001, 811-06068   ·   Accession Number 919574-6-1460

Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 485APOS     Post-Effective Amendment                              75±   237K 

Document Table of Contents

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 As filed with the Securities and Exchange
 Commission on February 21, 2006

                                                              File Nos. 33-34001
                                                                        811-6068

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 FORM N-1A

 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 Pre-Effective Amendment No.

                 Post-Effective Amendment No. 26                 X

and/or

 REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT
 OF 1940

                        Amendment No. 26                         X

ALLIANCEBERNSTEIN INSTITUTIONAL RESERVES, INC.
(Exact Name of Registrant as Specified in Charter)

 1345 Avenue of the Americas, New York, New York 10105
(Address of Principal Executive Office) (Zip Code)

Registrant's Telephone Number, including
 Area Code: (800) 221-5672

MARK R. MANLEY
Alliance Capital Management L.P.
 1345 Avenue of the Americas
New York, New York l0105
 (Name and address of agent for service)

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It is proposed that this filing will become effective (check appropriate box)   

[_]  immediately upon filing pursuant to paragraph (b)                          
[_]  on (date) pursuant to paragraph (b)                                        
[_]  60 days after filing pursuant to paragraph (a)(1)                          
[_]  on (date) pursuant to paragraph (a)(1)                                     
[_]  75 days after filing pursuant to paragraph (a)(2)                          
[X]  on May 8, 2006 pursuant to paragraph (a)(2) of Rule 485                    

If appropriate, check the following box:                                        

[_]  This post-effective amendment designates a new effective date for a        
previously filed post-effective amendment.                            

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AllianceBernstein                                                               

Fixed-Income Shares                                                             

o    Prime STIF Portfolio                                                       

o    Government STIF Portfolio                                                  

Prospectus                                                                      

________________________, 2006                                                  

The Securities and Exchange Commission has not approved or disapproved these    
securities or passed upon the adequacy of this prospectus. Any representation to
the contrary is a criminal offense.                                             

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Table of Contents                                                               

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SUMMARY INFORMATION                                                             

This Prospectus begins with a summary of key information about Portfolios of    
AllianceBernstein Fixed-Income Shares. The Portfolios are offered exclusively to
clients of the Adviser. The Summary describes the Portfolios' objectives,       
investment strategies, principal risks, and fees. You will find additional      
information about the Portfolios and their investments after this summary.      

--------------------------------------------------------------------------------
 PLEASE NOTE

 A Portfolio's past performance, of course, does not
 necessarily indicate how it will perform in the future.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
 ANOTHER IMPORTANT THING FOR YOU TO NOTE

An investment in a Portfolio is not a deposit in a bank and is
not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency. Although a Portfolio
 seeks to preserve the value of your investment at $1.00 per
share, it is possible to lose money by investing in a Portfolio.
--------------------------------------------------------------------------------

Risk                                                                            
----                                                                            

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WHY IS RISK IMPORTANT?

You should consider risk carefully when investing in a Portfolio. As money      
market funds, the Portfolios have very low risk, but typically have a lower     
return than a riskier investment. In other words, you would get a higher return 
if you invest in a fund that has more risk.                                     

We have included a graphic for a Portfolio that shows a Portfolio's risk        
profile. For your information, money market funds generally, but not always, are
less risky than stock and bond funds. The bar chart for a Portfolio also gives  
an indication of a Portfolio's overall risk. A fund whose performance as        
reflected in the bars does not vary significantly from year-to-year is a        
lower-risk investment. Conversely, a fund with a higher variability of returns  
is a riskier investment.                                                        
--------------------------------------------------------------------------------

This summary lists the principal risks for a Portfolio followed by an           
explanation of these risks. Generally, the Portfolios have broad risks that     
apply to all funds, such as market risk, interest rate risk, and credit risk.   

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

 WHAT IS MARKET RISK

Market risk is the risk that factors affecting the securities market generally  
will cause a Portfolio's yield to decline simply because of economic changes or 
other events that impact large portions of the market. These factors include    
real or perceived unfavorable market conditions, increases in the rate of       
inflation, and changes in the general outlook for consumer spending, home sales 
and mortgage rates, or corporate earnings.                                      
--------------------------------------------------------------------------------

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 WHAT IS INTEREST RATE RISK?

Changes in interest rates affect the yield and value of fixed-income securities.
A decline in interest rates will cause a decrease in a Portfolio's yield. An    
increase in interest rates typically results in a decrease in the value of      
fixed-income securities. Because a Portfolio invests only in short-term         
fixed-income securities and seeks to maintain a stable net asset value of $1.00,
it is unlikely that changes in interest rates will affect the value of your     
investment.                                                                     
--------------------------------------------------------------------------------

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WHAT IS CREDIT RISK?

The issuers of fixed-income securities may default by failing to make interest  
payments or to repay principal in a timely manner. This is referred to as credit
risk. To illustrate, credit risk is virtually non-existent for securities issued
by the U.S. government. A Portfolio's exposure to credit risk is low because it 
invests solely in highly-rated fixed-income securities.                         
--------------------------------------------------------------------------------

General                                                                         

o    The Portfolio's investment adviser is AllianceBernstein L.P., or the       
  "Adviser", a global investment manager providing diversified services to
    institutions and individuals through a broad line of investments including
120 mutual funds.                                                     

References to "net assets" mean the assets of a Portfolio after liabilities,    
plus any borrowings used for investment purposes. In other words, net assets    
reflect the value of a Portfolio's investments.                                 

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Objective and Principal Strategies                                              

The investment objective of each Portfolio is maximum current income to the     
extent consistent with safety of principal and liquidity.                       

The Portfolios are "money market funds" that seek to maintain a stable net asset
value of $1.00 per share. Each Portfolio pursues its objective by investing in a
portfolio of high-quality, U.S. dollar-denominated money market securities.     

As money market funds, the Portfolios must meet the requirements of SEC Rule    
2a-7. The Rule imposes strict requirements on the investment quality, maturity  
and diversification of each Portfolio's investments. Currently, under Rule 2a-7,
a Portfolio's investments must have a remaining maturity of no more than 397    
days and a Portfolio must maintain an average weighted maturity that does not   
exceed 90 days.                                                                 

Prime STIF Portfolio                                                            
                                                          --------------------
                                                         GRAPHIC OMITTED
                                                          --------------------

The Prime STIF Portfolio pursues its objective by maintaining a portfolio of    
high-quality money market securities. The Portfolio invests primarily in the    
following securities:                                                           

         o marketable obligations issued or guaranteed by the U.S. Government,
its agencies or instrumentalities;                                              

o certificates of deposit and bankers' acceptances issued or
guaranteed by, or time deposits maintained at, banks or savings and loan        
associations (including foreign branches of U.S. banks and U.S. or foreign      
branches of foreign banks) having total assets of more than $500 million;       

      o high-quality commercial paper (or if not rated, commercial paper
determined by the Adviser to be of comparable quality) issued by U.S. or foreign
companies and participation interests in loans made to companies that issue such
commercial paper;                                                               

o adjustable rate obligations;                              

o asset-backed securities;                                  

 o restricted securities (i.e., securities subject to legal or
contractual restrictions on resale); and                                        

o repurchase agreements that are fully collateralized.      

The Prime STIF Portfolio may invest up to 25% of its net assets in money market 
instruments issued by foreign branches of foreign banks. The Portfolio limits   
its investments in illiquid securities to 10% of its net assets. Illiquid       
securities include restricted securities, except restricted securities          
determined by the Adviser to be liquid in accordance with procedures adopted by 
our Board of Directors.                                                         

Government STIF Portfolio                                                       
                                                          --------------------
                                                         GRAPHIC OMITTED
                                                          --------------------

The Government STIF Portfolio invests at least 80% and normally substantially   
all of its net assets in marketable obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities (which may bear adjustable rates  
of interest). This policy may not be changed without 60 days' prior written     
notice to shareholders. In addition, the Portfolio invests in the following     
securities:                                                                     

       o repurchase agreements related to marketable obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities; and       

o when-issued securities                                    

Certain of the Portfolio's investments, although classified as U.S. Government  
securities, are not guaranteed or insured by the U.S. Treasury. These securities
include securities issued by the Federal Home Loan Banks, the Federal National  
Mortgage Association and the Federal Home Loan Mortgage Corporation.            

Principal Risks of the Portfolios:                                              

-----------------------------------------------         
o     Interest Rate Risk     o     Credit Risk          
-----------------------------------------------         

Please see "Risk Summary" for a description of these and other risks of         
investing in a Portfolio.                                                       

Performance                                                                     

There is no bar chart or performance table for the Portfolios because they have 
not completed a full calendar year of operations.                               

You may obtain current seven-day yield information for a Portfolio by calling   
[__________].                                                                   

Risk Summary                                                                    

INTEREST RATE RISK                                                              

Changes in interest rates will affect the yield and value of a Portfolio's      
investments in short-term securities. A decline in interest rates will affect a 
Portfolio's yield as these securities mature or are sold and a Portfolio        
purchases new short-term securities with lower yields. Generally, an increase in
interest rates causes the value of a debt instrument to decrease. The change in 
value for shorter-term securities is usually smaller than for securities with   
longer maturities. Because a Portfolio invests in securities with short         
maturities and seeks to maintain a stable net asset value of $1.00 per share, it
is possible, though unlikely, that an increase or decrease in interest rates    
would change the value of your investment.                                      

CREDIT RISK                                                                     

Credit risk is the possibility that a security's credit rating will be          
downgraded or that the issuer of the security will default (fail to make        
scheduled interest and principal payments). A Portfolio invests in highly-rated 
securities to minimize credit risk.                                             

FOREIGN RISK                                                                    

The Prime STIF Portfolio's investments in U.S. dollar-denominated obligations   
(or credit and liquidity enhancements) of foreign banks, foreign branches of    
U.S. banks, U.S. branches of foreign banks, and commercial paper of foreign     
companies may be subject to foreign risk. Foreign securities issuers are usually
not subject to the same degree of regulation as U.S. issuers. Reporting,        
accounting, and auditing standards of foreign countries differ, in some cases,  
significantly from U.S. standards. Foreign risk includes nationalization,       
expropriation or confiscatory taxation, political changes or diplomatic         
developments that could adversely affect the Portfolio's investments.           

MANAGEMENT RISK                                                                 

A Portfolio is subject to management risk because it is an actively managed     
investment fund. The Adviser will apply its investment techniques and risk      
analyses in making investment decisions for a Portfolio, but there can be no    
guarantee that its decisions will produce the desired results.                  

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 FEES AND EXPENSES OF THE PORTFOLIOS

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WHY ARE PORTFOLIO FEES AND EXPENSES IMPORTANT?

Fees and expenses reduce the investment performance of a Portfolio. The         
information provided below is intended to help you understand what these fees   
and expenses are and provide examples of the dollar amount of these costs to    
help you make comparisons with other funds. You pay these fees and expenses     
indirectly because they are deducted from a Portfolio's assets and reduce the   
value of your shares. These fees include management fees and operating expenses.
--------------------------------------------------------------------------------

Shareholder Fees (fees paid directly from your investment)                      

None                                                                            

Annual Portfolio Operating Expenses (expenses that are deducted from Portfolio  
assets)                                                                         

                                     ANNUAL PORTFOLIO OPERATING EXPENSES
                                     -----------------------------------

                                  Prime STIF         Government STIF
                                  ----------         ---------------

Management Fees                          0.00%                 0.00%            
Other Expenses*                          [__]%                 [__]%            

Total Portfolio Operating Expenses       [__]%                 [__]%            

----------                                                                      
*    "Other Expenses" are based on estimated amounts for the current fiscal     
year.                                                                 

EXAMPLES**                                                                      

The examples are to help you compare the cost of investing in a Portfolio with  
the cost of investing in other funds. They assume that you invest $10,000 in the
Portfolio for the time periods indicated and then redeem all of your shares at  
the end of those periods. They also assume that your investment has a 5% return 
each year, the Portfolio's operating expenses stay the same, and all dividends  
and distributions are reinvested. Although your actual costs may be higher or   
lower, based on these assumptions your costs as reflected in the Examples would 
be:                                                                             

                                  Prime STIF         Government STIF
                                  ----------         ---------------
1 Year                                     $[_]               $[_]              
3 Years                                    $[_]               $[_]              

----------                                                                      
**   Based on estimated expenses.                                               

Investing in the Portfolios                                                     

How To Buy Shares                                                               

Shares of the Portfolios are offered exclusively to clients of the Adviser.     

Other Purchase Information                                                      

Purchases of a Portfolio's shares will be made only in full shares. Certificates
for shares will not be issued. The Portfolios may refuse any order to purchase  
shares. Each Portfolio reserves the right to suspend the sale of its shares in  
response to conditions in the securities markets or for other reasons.          

How To Sell Shares                                                              

Investors may "redeem" shares on any day the Exchange is open. Redemption       
requests for Portfolio shares are effected at the next-determined NAV, after the
Portfolio receives your sales request in proper form. A redemption request      
received by prior to 5:00 p.m., Eastern time, on a day the Portfolio is open for
business is effected on that day. A redemption request received after that time 
is effected on the next business day.                                           

Each Portfolio may suspend the right of redemption or postpone the payment date 
at times when the Exchange is closed, or during certain other periods as        
permitted under the federal securities laws. Shares of the Portfolios will be   
held only by mutual funds advised by, and certain other institutional clients   
of, the Adviser. Each Portfolio reserves the right to redeem shares of any      
investor at the then-current value of such shares (which will be paid promptly  
to the investor) if the investor ceases to be a qualified investor, as          
determined by the Adviser. Affected investors will receive advance notice of any
such mandatory redemption.                                                      

Under certain circumstances, a Portfolio may determine to pay a redemption      
request wholly or partly by a distribution in kind of securities from its       
portfolio, instead of cash.                                                     

Other                                                                           

Each Portfolio has one transaction time each Portfolio business day, 5:00 p.m., 
Eastern time. Investments receive the full dividend for a day if an order and   
Federal funds or bank wire monies are received by AGIS by those times for the   
respective Portfolios on that day.                                              

FREQUENT PURCHASES AND REDEMPTIONS OF PORTFOLIO SHARES                        

The Fund's Directors have adopted policies and procedures designed to detect and
deter frequent purchases and redemptions of AllianceBernstein Mutual Fund shares
or excessive or short-term trading that may disadvantage long-term fund         
shareholders. These policies are described below. The Fund reserves the right to
restrict, reject or cancel, without any prior notice, any purchase or exchange  
order for any reason.                                                           

Risks Associated With Excessive Or Short-term Trading Generally. Money market   
funds, such as the Fund, are generally not subject to short-term trading        
strategies. However, the AllianceBernstein Mutual Funds will generally try to   
prevent market timing by utilizing the procedures described below. These        
procedures may not be successful in identifying or stopping excessive or        
short-term trading in all circumstances. By realizing profits through short-term
trading, shareholders that engage in rapid purchases and sales or exchanges of  
fund shares dilute the value of shares held by long-term shareholders.          
Volatility resulting from excessive purchases and sales or exchanges of fund    
shares, especially involving large dollar amounts, may disrupt efficient        
portfolio management. In particular, a fund may have difficulty implementing its
long-term investment strategies if it is forced to maintain a higher level of   
its assets in cash to accommodate significant short-term trading activity.      
Excessive purchases and sales or exchanges of fund shares may force a fund to   
sell portfolio securities at inopportune times to raise cash to accommodate     
short-term trading activity. In addition, a fund may incur increased expenses if
one or more shareholders engage in excessive or short-term trading. For example,
a fund may be forced to liquidate investments as a result of short-term trading 
and incur increased brokerage costs and realization of taxable capital gains    
without attaining any investment advantage. Similarly, a fund may bear increased
administrative costs due to asset level and investment volatility that          
accompanies patterns of short-term trading activity. All of these factors may   
adversely affect fund performance.                                              

Investments in foreign securities may be particularly susceptible to short-term 
trading strategies. This is because foreign securities are typically traded on  
markets that close well before the time many of the funds calculate their NAV at
4:00 p.m. Eastern time, which gives rise to the possibility that developments   
may have occurred in the interim that would affect the value of these           
securities. The time zone differences among international stock markets can     
allow a shareholder engaging in a short-term trading strategy to exploit        
differences in fund share prices that are based on closing prices of foreign    
securities established some time before the fund calculates its own share price 
(referred to as "time zone arbitrage"). The AllianceBernstein Mutual Funds have 
procedures, referred to as fair value pricing, designed to adjust closing market
prices of foreign securities to reflect what is believed to be the fair value of
those securities at the time a fund calculates its NAV. While there is no       
assurance, the use of fair value pricing, in addition to the short-term trading 
policies discussed below, is expected to significantly reduce a shareholder's   
ability to engage in time zone arbitrage to the detriment of other fund         
shareholders.                                                                   

A shareholder engaging in a short-term trading strategy may also target a fund  
that does not invest primarily in foreign securities. Any fund that invests in  
securities that are, among other things, thinly traded, traded infrequently, or 
relatively illiquid has the risk that the current market price for the          
securities may not accurately reflect current market values. A shareholder may  
seek to engage in short-term trading to take advantage of these pricing         
differences (referred to as "price arbitrage"). Funds that significantly invest 
in small cap securities, technology securities and other specific industry      
sector securities, and in certain fixed-income securities, such as high yield   
bonds, asset-backed securities, or municipal bonds may be susceptible to price  
arbitrage.                                                                      

Policy Regarding Short-term Trading. Purchases and exchanges of shares of an    
AllianceBernstein Mutual Fund should be made for investment purposes only. The  
AllianceBernstein Mutual Funds seek to prevent patterns of excessive purchases  
and sales or exchanges of fund shares. The AllianceBernstein Mutual Funds will  
seek to prevent such practices to the extent they are detected by the procedures
described below. The AllianceBernstein Mutual Funds reserve the right to modify 
this policy, including any surveillance or account blocking procedures          
established from time to time to effectuate this policy, at any time without    
notice.                                                                         

o    Transaction Surveillance Procedures. The AllianceBernstein Mutual Funds,   
    through their agents, ABIRM and AGIS, maintains surveillance procedures to
  detect excessive or short-term trading in fund shares. This surveillance
   process involves several factors, which include scrutinizing transactions
    in fund shares that exceed certain monetary thresholds or numerical limits
  within a specified period of time. Generally, more than two exchanges of
   fund shares during any 90-day period or purchases of shares followed by a
  sale within 90 days will be identified by these surveillance procedures.
  For purposes of these transaction surveillance procedures, the funds may
consider trading activity in multiple accounts under common ownership,
control, or influence. Trading activity identified by either, or a    
combination, of these factors, or as a result of any other information
     available at the time, will be evaluated to determine whether such activity
might constitute excessive or short-term trading. These surveillance  
   procedures may be modified from time to time, as necessary or appropriate
   to improve the detection of excessive or short-term trading or to address
     specific circumstances, such as for certain retirement plans, to conform to
plan exchange limits or U.S. Department of Labor regulations, or for  
   certain automated or pre-established exchange, asset allocation or dollar
cost averaging programs, or omnibus account arrangements.             

o    Account Blocking Procedures. If a fund determines, in its sole discretion, 
    that a particular transaction or pattern of transactions identified by the
transaction surveillance procedures described above is excessive or   
short-term trading in nature, the relevant fund account(s) will be    
   immediately "blocked" and no future purchase or exchange activity will be
     permitted. However, sales of fund shares back to a fund or redemptions will
   continue to be permitted in accordance with the terms of a fund's current
 Prospectus. In the event an account is blocked, certain account-related
     privileges, such as the ability to place purchase, sale and exchange orders
 over the internet or by phone, may also be suspended. A blocked account
  will generally remain blocked unless and until the account holder or the
     associated broker, dealer or other financial intermediary provides evidence
     or assurance acceptable to the fund that the account holder did not or will
not in the future engage in excessive or short-term trading.          

o    Applications of Surveillance Procedures and Restrictions to Omnibus        
   Accounts. Omnibus account arrangements are common forms of holding shares
    of the AllianceBernstein Mutual Funds, particularly among certain brokers,
dealers, and other financial intermediaries, including sponsors of    
 retirement plans and variable insurance products. The AllianceBernstein
   Mutual Funds seek to apply their surveillance procedures to these omnibus
     account arrangements. If an intermediary does not have the capabilities, or
  declines, to provide individual account level detail to a fund, the fund
     will monitor turnover of assets to purchases and redemptions of the omnibus
account. If excessive turnover, defined as annualized purchases and   
   redemptions exceeding 50% of assets is detected, the fund will notify the
  intermediary and request that the intermediary review individual account
  transactions for excessive or short-term trading activity and confirm to
  the fund that appropriate action has been taken to curtail the activity,
    which may include applying blocks to accounts to prohibit future purchases
    and exchanges of fund shares. For certain retirement plan accounts, a fund
may request that the retirement plan or other intermediary revoke the 
    relevant participant's privilege to effect transactions in fund shares via
the internet or telephone, in which case the relevant participant must
     submit future transaction orders via the U.S. Postal Service (i.e., regular
mail). The AllianceBernstein Mutual Funds will continue to monitor the
    turnover attributable to an intermediary's omnibus account arrangement and
     may consider whether to terminate the relationship if the intermediary does
not demonstrate that appropriate action has been taken.               

Risks to Shareholders Resulting From Imposition of Account Blocks in Response to
Excessive Short-term Trading Activity. A shareholder identified as having       
engaged in excessive or short-term trading activity whose account is "blocked"  
and who may not otherwise wish to redeem his or her shares effectively may be   
"locked" into an investment in an AllianceBernstein Mutual Fund that the        
shareholder did not intend to hold on a long-term basis or that may not be      
appropriate for the shareholder's risk profile. To rectify this situation, a    
shareholder with a "blocked" account may be forced to redeem fund shares, which 
could be costly if, for example, these shares have declined in value, the       
shareholder recently paid a front-end sales charge or the shares are subject to 
a CDSC, or the sale results in adverse tax consequences to the shareholder. To  
avoid this risk, a shareholder should carefully monitor the purchases, sales,   
and exchanges of fund shares and avoid frequent trading in fund shares.         

Limitations on Ability to Detect and Curtail Excessive Trading Practices.       
Shareholders seeking to engage in excessive short-term trading activities may   
deploy a variety of strategies to avoid detection and, despite the efforts of   
the AllianceBernstein Mutual Funds and their agents to detect excessive or short
duration trading in fund shares, there is no guarantee that a fund will be able 
to identify these shareholders or curtail their trading practices. In           
particular, a fund may not be able to detect excessive or short-term trading in 
fund shares attributable to a particular investor who effects purchase and/or   
exchange activity in fund shares through omnibus accounts. Also, multiple tiers 
of these entities may exist, each utilizing an omnibus account arrangement,     
which may further compound the difficulty of detecting excessive or short       
duration trading activity in fund shares.                                       

HOW THE PORTFOLIOS VALUE THEIR SHARES                                           

Each of the Portfolios' net asset value, or NAV, which is the price at which    
shares of the Portfolios are sold and redeemed, is expected to be constant at   
$1.00 per share, although this price is not guaranteed. The NAV is calculated at
5:00 p.m., Eastern time, on each Portfolio business day (i.e., each weekday     
exclusive of days the New York Stock Exchange or banks are closed for business).
To calculate NAV, the Portfolios' assets are valued and totaled, liabilities    
subtracted and the balance, called net assets, is divided by the number of      
shares outstanding. Each Portfolio values its securities at their amortized     
cost. This method involves valuing an instrument at its cost and thereafter     
applying a constant amortization to maturity of any discount or premium,        
regardless of the impact of fluctuating interest rates on the market value of   
the investment.                                                                 

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MANAGEMENT OF THE PORTFOLIOS

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

The Portfolios' investment adviser is AllianceBernstein L.P., 1345 Avenue of the
Americas, New York, New York 10105. The Adviser is a leading international      
investment adviser managing client accounts with assets as of                   
[_________________________], 2006 totaling approximately $[_____] billion (of   
which more than $[_____] billion represented assets of investment companies). As
of [_____________________], 2006, the Adviser managed retirement assets for many
of the largest public and private employee benefit plans (including [_____] of  
the nation's FORTUNE 100 companies), for public employee retirement funds in    
[_____] states, for investment companies, and for foundations, endowments, banks
and insurance companies worldwide. The [_____] registered investment companies  
managed by the Adviser, comprising [_____] separate investment portfolios,      
currently have approximately [_____] million shareholder accounts.              

The Adviser provides investment advisory services and order placement facilities
for the Portfolios. The Portfolios do not pay a management fee for the Adviser's
investment advisory services.                                                   

Legal Proceedings. As has been previously reported, the staff of the Securities 
and Exchange Commission (the "Commission") and the Office of the New York       
Attorney General ("NYAG") have been investigating practices in the mutual fund  
industry identified as "market timing" and "late trading" of mutual fund shares.
Certain other regulatory authorities have also been conducting investigations   
into these practices within the industry and have requested that the Adviser    
provide information to them. The Adviser has been cooperating and will continue 
to cooperate with all of these authorities.                                     

On December 18, 2003, the Adviser confirmed that it had reached terms with the  
Commission and the NYAG for the resolution of regulatory claims relating to the 
practice of "market timing" mutual fund shares in some of the AllianceBernstein 
Mutual Funds. The agreement with the Commission is reflected in an Order of the 
Commission ("Commission Order"). The agreement with the NYAG is memorialized in 
an Assurance of Discontinuance dated September 1, 2004 ("NYAG Order"). Among the
key provisions of these agreements are the following:                           

(i)  The Adviser agreed to establish a $250 million fund (the         
        "Reimbursement Fund") to compensate mutual fund shareholders for the
  adverse effects of market timing attributable to market timing
     relationships described in the Commission Order. According to the
       Commission Order, the Reimbursement Fund is to be paid, in order of
          priority, to fund investors based on (a) their aliquot share of losses
      suffered by the fund due to market timing, and (b) a proportionate
      share of advisory fees paid by such fund during the period of such
market timing;                                              

   (ii) The Adviser agreed to reduce the advisory fees it receives from some
   of the AllianceBernstein long-term, open-end retail funds until
December 31, 2008; and                                      

(iii) The Adviser agreed to implement changes to its governance and     
          compliance procedures. Additionally, the Commission Order and the NYAG
      Order contemplate that the Adviser's registered investment company
         clients, including the Fund, will introduce governance and compliance
changes.                                                    

In anticipation of final, definitive documentation of the NYAG Order and        
effective January 1, 2004, the Adviser began waving a portion of the advisory   
fee it receives for managing the AllianceBernstein Mutual Funds. On September 7,
2004, each Fund's advisory agreement was amended to reflect the reduced advisory
fee.                                                                            

A special committee of the Adviser's Board of Directors, comprised of the       
members of the Adviser's Audit Committee and the other independent member of the
Board, is continuing to direct and oversee an internal investigation and a      
comprehensive review of the facts and circumstances relevant to the Commission's
and the NYAG's investigations. In addition, the Independent Directors of the    
Fund (the "Independent Directors") have initiated an investigation of the       
above-mentioned matters with the advice of an independent economic consultant   
and independent counsel. The Independent Directors have formed a special        
committee to supervise the investigation.                                       

On October 2, 2003, a putative class action complaint entitled Hindo et al. v.  
AllianceBernstein Growth & Income Fund et al. (the "Hindo Complaint") was filed 
against the Adviser; Alliance Capital Management Holding L.P.; Alliance Capital 
Management Corporation; AXA Financial, Inc.; certain of the AllianceBernstein   
Mutual Funds; certain officers of the Adviser ("Alliance defendants"); and      
certain other defendants not affiliated with the Adviser, as well as unnamed Doe
defendants. The Hindo Complaint was filed in the United States District Court   
for the Southern District of New York by alleged shareholders of two of the     
AllianceBernstein Mutual Funds. The Hindo Complaint alleges that certain of the 
Alliance defendants failed to disclose that they improperly allowed certain     
hedge funds and other unidentified parties to engage in "late trading" and      
"market timing" of AllianceBernstein Mutual Fund securities, violating Sections 
11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Securities     
Exchange Act of 1934, and Sections 206 and 215 of the Investment Advisers Act of
1940. Plaintiffs seek an unspecified amount of compensatory damages and         
rescission of their contracts with the Adviser, including recovery of all fees  
paid to the Adviser pursuant to such contracts.                                 

Since October 2, 2003, numerous additional lawsuits making factual allegations  
similar to those in the Hindo Complaint were filed in various federal and state 
courts against the Adviser and certain other defendants, and others may be      
filed. The plaintiffs in such lawsuits have asserted a variety of theories for  
recovery including, but not limited to, violations of the Securities Act, the   
Exchange Act, the Advisers Act, the Investment Company Act, the Employee        
Retirement Income Security Act of 1974, as amended ("ERISA"), certain state     
securities laws, and common law. On February 20, 2004, the Judicial Panel on    
Multidistrict Litigation transferred all federal actions and all removed state  
court actions, to the United States District Court for the District of Maryland 
(the "Mutual Fund MDL"). The plaintiffs in the removed actions have since moved 
for remand, and that motion is pending.                                         

On September 29, 2004, plaintiffs filed consolidated amended complaints with    
respect to four claim types: mutual fund shareholder claims; mutual fund        
derivative claims; derivative claims brought on behalf of Alliance Holding; and 
claims brought under ERISA by participants in the Profit Sharing Plan for       
Employees of the Adviser. All four complaints include substantially identical   
factual allegations, which appear to be based in large part on the Commission   
Order and the NYAG Order. The claims in the mutual fund derivative consolidated 
amended complaint are generally based on the theory that all fund advisory      
agreements, distribution agreements and 12b-1 plans between the Adviser and the 
AllianceBernstein Funds should be invalidated, regardless of whether market     
timing occurred in each individual fund, because each was approved by fund      
trustees on the basis of materially misleading information with respect to the  
level of market timing permitted in funds managed by the Adviser. The claims    
asserted in the other three consolidated amended complaints are similar to those
that the respective plaintiffs asserted in their previous federal lawsuits. All 
of these lawsuits seek an unspecified amount of damages. The Alliance defendants
have moved to dismiss the complaints, and those motions are pending.            

On February 10, 2004, the Adviser received (i) a subpoena duces tecum from the  
Office of the Attorney General of the State of West Virginia and (ii) a request 
for information from West Virginia's Office of the State Auditor, Securities    
Commission (the "West Virginia Securities Commission") (together, the           
"Information Requests"). Both Information Requests require the Adviser to       
produce documents concerning, among other things, any market timing or late     
trading in the Adviser's sponsored mutual funds. The Adviser responded to the   
Information Requests and has been cooperating fully with the investigation.     

On April 11, 2005, a complaint entitled The Attorney General of the State of    
West Virginia v. AIM Advisors, Inc., et al. ("WVAG Complaint") was filed against
the Adviser, Alliance Holding, and various other defendants not affiliated with 
the Adviser. The WVAG Complaint was filed in the Circuit Court of Marshall      
County, West Virginia by the Attorney General of the State of West Virginia. The
WVAG Complaint makes factual allegations generally similar to those in the Hindo
Complaint. On May 31, 2005, defendants removed the WVAG Complaint to the United 
States District Court for the Northern District of West Virginia. On July 12,   
2005, plaintiff moved to remand. That motion is pending.                        

On August 30, 2005, the deputy commissioner of securities of the West Virginia  
Securities Commission signed a "Summary Order to Cease and Desist, and Notice of
Right to Hearing" addressed to the Adviser and Alliance Holding. The Summary    
Order claims that the Adviser and Alliance Holding violated the West Virginia   
Uniform Securities Act, and makes factual allegations generally similar to those
in the Hindo Complaint. The time for the Adviser and Alliance Holding to respond
to the Summary Order has been extended. The Adviser intends to vigorously defend
against the allegations in the WVAG Complaint and the Summary Order.            

On June 22, 2004, a purported class action complaint entitled Aucoin, et al. v. 
Alliance Capital Management L.P., et al. (the "Aucoin Complaint") was filed     
against the Adviser, Alliance Capital Management Holding L.P., Alliance Capital 
Management Corporation, AXA Financial, Inc., AllianceBernstein Investment       
Research & Management, Inc., certain current and former directors of the        
AllianceBernstein Mutual Funds, and unnamed Doe defendants. The Aucoin Complaint
names certain of the AllianceBernstein Mutual Funds as nominal defendants. The  
Aucoin Complaint was filed in the United States District Court for the Southern 
District of New York by an alleged shareholder of an AllianceBernstein mutual   
fund. The Aucoin Complaint alleges, among other things, (i) that certain of the 
defendants improperly authorized the payment of excessive commissions and other 
fees from AllianceBernstein Fund assets to broker-dealers in exchange for       
preferential marketing services, (ii) that certain of the defendants            
misrepresented and omitted from registration statements and other reports       
material facts concerning such payments, and (iii) that certain defendants      
caused such conduct as control persons of other defendants. The Aucoin Complaint
asserts claims for violation of Sections 34(b), 36(b) and 48(a) of the 1940 Act,
Sections 206 and 215 of the Advisers Act, breach of common law fiduciary duties,
and aiding and abetting breaches of common law fiduciary duties. Plaintiffs seek
an unspecified amount of compensatory damages and punitive damages, rescission  
of their contracts with the Adviser, including recovery of all fees paid to the 
Adviser pursuant to such contracts, an accounting of all AllianceBernstein      
Fund-related fees, commissions and soft dollar payments, and restitution of all 
unlawfully or discriminatorily obtained fees and expenses.                      

Since June 22, 2004, numerous additional lawsuits making factual allegations    
substantially similar to those in the Aucoin Complaint were filed against the   
Adviser and certain other defendants. The complaints have been consolidated in  
the Southern District of New York. On October 19, 2005, the District Court      
granted in part, and denied in part, defendants' motion to dismiss the Aucoin   
Complaint and as a result the only claim remaining is plaintiffs' Section 36(b) 
claim. On January 11, 2006 the District Court dismissed the remaining claim.    

It is possible that these matters and/or other developments resulting from these
matters could result in increased redemptions of the Fund's shares or other     
adverse consequences to the Fund. This may require the AllianceBernstein Mutual 
Funds to sell investments held by those funds to provide for sufficient         
liquidity and could also have an adverse effect on the investment performance of
the AllianceBernstein Mutual Funds. However, the Adviser believes that these    
matters are not likely to have a material adverse effect on its ability to      
perform advisory services relating to the Fund.                                 

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

DIVIDENDS, DISTRIBUTIONS AND TAXES

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

The Portfolios' net income is calculated and paid daily as dividends to         
shareholders. The dividends are automatically invested in additional shares in  
your account. These additional shares are entitled to dividends on following    
days resulting in compounding growth of income.                                 

The Portfolios expect that their distributions will primarily consist of net    
income, or, if any, short-term capital gains as opposed to long-term capital    
gains. For Federal income tax purposes, the Portfolios' dividend distributions  
of net income (or short-term capital gains) that are not tax-exempt will be     
taxable to you as ordinary income. Any long-term capital gains distributions may
be taxable to you as long-term capital gains. The Portfolios' distributions also
may be subject to certain state and local taxes.                                

Each year shortly after December 31, a Portfolio will send you tax information  
stating the amount and type of all its distributions for the year. Each         
Portfolio is required to withhold 28% of taxable dividends, capital gains       
distributions, if any, and redemptions paid to shareholders who have not        
provided the Portfolio with their certified taxpayer identification number. To  
avoid this, you must provide your correct Tax Identification Number (Social     
Security Number for most investors).                                            

Consult your tax adviser about the Federal, state and local tax consequences in 
your particular circumstances.                                                  

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

 GENERAL INFORMATION

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

Under unusual circumstances, the Portfolios may suspend redemptions or postpone 
payment for up to seven days or longer as permitted by federal securities law.  
The Fund reserves the right to close small accounts.                            

Transfer Agency Services. Alliance Global Investor Services, Inc. ("AGIS") acts 
as the transfer agent for the Fund. AGIS, an indirect wholly-owned subsidiary of
the Adviser, registers the transfer, issuance and redemption of Fund shares and 
disburses dividends and other distributions to Fund shareholders.               

Householding. Many shareholders of the AllianceBernstein Mutual Funds have      
family members living in the same home who also own shares of the same Funds. In
order to reduce the amount of duplicative mail that is sent to homes with more  
than one Fund account and to reduce expenses of the Fund, all AllianceBernstein 
Mutual Funds will, until notified otherwise, send only one copy of each         
prospectus, shareholder report and proxy statement to each household address.   
This process, known as "householding," does not apply to account statements,    
confirmations, or personal tax information. If you do not wish to participate in
householding, or wish to discontinue householding at any time, call AGIS at     
(800) 824-1916 (option #5). We will resume separate mailings for your account   
within 30 days of your request.                                                 

Portfolio Holdings. The Fund's SAI includes a description of the policies and   
procedures that apply to disclosure of the Portfolios' portfolio holdings.      

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FINANCIAL HIGHLIGHTS

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Financial highlights information is not available because the Portfolios did not
commence operation until [__________].                                          

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Privacy Notice (This information is not part of the Prospectus.)                

The Adviser, the AllianceBernstein Family of Funds and AllianceBernstein        
Investment Research and Management, Inc. (collectively, "AllianceBernstein" or  
"we") understand the importance of maintaining the confidentiality of our       
customers' nonpublic personal information. In order to provide financial        
products and services to our customers efficiently and accurately, we may       
collect nonpublic personal information about our customers from the following   
sources: (1) information we receive from account documentation, including       
applications or other forms (which may include information such as a customer's 
name, address, social security number, assets and income) and (2) information   
about our customers' transactions with us, our affiliates and others (including 
information such as a customer's account balances and account activity).        

It is our policy not to disclose nonpublic personal information about our       
customers (or former customers) except to our affiliates, or to others as       
permitted or required by law. From time to time, AllianceBernstein may disclose 
nonpublic personal information that we collect about our customers (or former   
customers), as described above, to non-affiliated third party providers,        
including those that perform processing or servicing functions and those that   
provide marketing services for us or on our behalf pursuant to a joint marketing
agreement that requires the third party provider to adhere to                   
AllianceBernstein's privacy policy. We have policies and procedures to safeguard
nonpublic personal information about our customers (or former customers) which  
include: (1) restricting access to such nonpublic personal information and (2)  
maintaining physical, electronic and procedural safeguards that comply with     
federal standards to safeguard such nonpublic personal information.             
--------------------------------------------------------------------------------

For more information about the Portfolios, the following documents are available
upon request:                                                                   

o    Annual/Semi-Annual Reports To Shareholders                                 

The Fund's annual and semi-annual reports to shareholders (when available) will 
contain additional information on the Portfolios' investments.                  

o    Statement of Additional Information (SAI)                                  

The Portfolios have an SAI, which contains more detailed information about the  
Portfolios, including their operations and investment policies. The Portfolios' 
SAI is incorporated by reference into (and is legally part of) this prospectus. 

You may request a free copy of the current annual/semi-annual report (when      
available) or SAI, or make inquiries concerning the Portfolios by contacting    
the Adviser:                                                                    

By mail:         c/o Alliance Global Investor Services, Inc.                    
P.O. Box 786003                               
San Antonio, TX 78278-6003                    

By phone:        For Information and Literature:                                
(800) 221-5672                                

Or you may view or obtain these documents from the Securities and Exchange      
Commission:                                                                     

o    Call the Commission at 1-202-551-5850 for information on the operation of  
the Public Reference Room.                                            

o    Reports and other information about the Portfolios are available on the    
 EDGAR Database on the Commission's Internet site at http://www.sec.gov.

o    Copies of the information may be obtained, after paying a duplicating fee, 
     by electronic request at publicinfo@sec.gov, or by writing the Commission's
Public Reference Section, Wash., DC 20549-0102.                       

You may also find these documents and more information about the Adviser and the
Portfolios on the Internet at: www.AllianceBernstein.com.                       

File No. 811-6068                                                               

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[LOGO]                              ALLIANCEBERNSTEIN FIXED-INCOME SHARES, INC. 
                              - Prime STIF Portfolio
                                   - Government STIF Portfolio

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

c/o Alliance Global Investor Services, Inc.                                     
P.O. Box 786003, San Antonio, Texas  78278-6003                                 
Toll Free: (800) 221-5672                                                       

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

 STATEMENT OF ADDITIONAL INFORMATION
[________], 2006

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

        This Statement of Additional Information ("SAI") is not a prospectus
and should be read in conjunction with the prospectus, dated [________], 2006,  
of AllianceBernstein Fixed-Income Shares, Inc. (the "Fund") that describes the  
shares of the Prime STIF and Government STIF Portfolios (the "Portfolios") of   
the Fund (the "Prospectus"). A copy of the Prospectus and (when available) the  
Fund's annual report which contains the Portfolios' financial statements may be 
obtained by contacting Alliance Global Investor Services, Inc. ("AGIS") at the  
address or telephone number shown above.                                        

 TABLE OF CONTENTS

                                                            Page

The Fund...........................................................             
Investment Objectives and Policies.................................             
Investment Restrictions............................................             
Management.........................................................             
Expenses of the Fund...............................................             
Purchase and Redemption of Shares..................................             
Daily Dividends-Determination of Net Asset Value...................             
Taxes..............................................................             
General Information................................................             
Financial Statements and Report of Independent                                  
Registered Public Accounting Firm...............................          
Appendix A - Commercial Paper and Bond Ratings..................... A-1         

----------                                                                      
(R): This mark is used under license from the owner, AllianceBernstein L.P.     

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THE FUND

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

  AllianceBernstein Fixed-Income Shares, Inc. (the "Fund") is an
open-end investment company. The Prime STIF and the Government STIF Portfolios  
(collectively, the "Portfolios") are described by the Prospectus that is        
supplemented by this SAI. The Fund changed its name from Alliance Institutional 
Reserves, Inc. to AllianceBernstein Institutional Reserves, Inc. effective      
August 27, 2003, and from AllianceBernstein Institutional Reserves, Inc. to     
AllianceBernstein Fixed-Income Shares, Inc. effective [___________________].    

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

INVESTMENT OBJECTIVES AND POLICIES

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

        The investment objective of each Portfolio is maximum current income
to the extent consistent with safety of principal and liquidity. Each of the    
Prime STIF Portfolio and the Government STIF Portfolio is a "money market fund" 
that seeks to maintain a stable net asset value of $1.00 per share. Each        
Portfolio pursues its objective by maintaining a portfolio of high-quality U.S. 
dollar-denominated money market securities. In accordance with Rule 2a-7 under  
the Investment Company Act of 1940 as amended (the "Act"), a Portfolio will     
invest in securities which at the time of investment have remaining maturities  
not exceeding 397 days and the average maturity of a Portfolio's investment     
portfolio will not exceed 90 days or such greater length of time as may be      
permitted from time to time pursuant to Rule 2a-7. The Government STIF Portfolio
invests at least 80% and normally substantially all of its net assets in        
marketable obligations issued or guaranteed by the U.S. Government, its agencies
or instrumentalities (which may bear adjustable rates of interest). This policy 
may not be changed without 60 days' prior written notice to shareholders. As is 
true with all investment companies, there can be no assurance that a Portfolio's
objective will be achieved.                                                     

General                                                                         
-------                                                                         

       Each of the Portfolios will comply with Rule 2a-7 under the Act, as
amended from time to time, including the diversification, quality and maturity  
conditions imposed by the Rule. To the extent that a Portfolio's limitations are
more permissive than Rule 2a-7, the Portfolio will comply with the more         
restrictive provisions of the Rule.                                             

       Currently, pursuant to Rule 2a-7, each Portfolio may invest only in
U.S. dollar-denominated "Eligible Securities" (as that term is defined in the   
Rule) that have been determined by the Portfolios' adviser, AllianceBernstein   
L.P. (the "Adviser"), to present minimal credit risks pursuant to procedures    
approved by the Board of Directors. Generally, an eligible security is a        
security that (i) has a remaining maturity of 397 days or less and (ii) is      
rated, or is issued by an issuer with short-term debt outstanding that is rated,
in one of the two highest rating categories by two nationally recognized        
statistical rating organizations ("NRSROS") or, if only one NRSRO has issued a  
rating, by that NRSRO (the "requisite NRSROs"). Unrated securities may also be  
Eligible Securities if the Adviser determines that they are of comparable       
quality to a rated Eligible Security pursuant to guidelines approved by the     
Board of Directors. A description of the ratings of some NRSROs appears in      
Appendix A attached hereto. Securities in which the Portfolios invest may be    
subject to liquidity or credit enhancements. These securities are generally     
considered to be Eligible Securities if the enhancement or the issuer of the    
enhancement has received the appropriate rating from the requisite NRSROs.      

         Eligible securities are classified as either first tier securities or
second tier securities. Generally, a first tier security is an Eligible Security
that has received a short-term rating from the requisite NRSROs in the highest  
short-term rating category for debt obligations, or is an unrated security      
deemed to be of comparable quality. Government securities are also considered to
be first tier securities. A security that has received the second highest rating
by the requisite number of NRSROs, or is an unrated security of comparable      
quality, is a second tier security. Under Rule 2a-7, the Prime STIF and         
Government STIF Portfolios, as applicable, may not invest more than five percent
of their respective assets in the securities of any one issuer other than the   
United States Government, its agencies and instrumentalities.                   

          The Prime STIF Portfolio may not invest in a security that is a second
tier security if immediately after the acquisition thereof the Prime STIF       
Portfolio would have invested more than (A) the greater of one percent of its   
total assets or one million dollars in securities issued by that issuer that are
second tier securities, or (B) five percent of its total assets in second tier  
securities (the "second tier security restriction").                            

Portfolio Policies                                                              
------------------                                                              

          Except as otherwise provided, the investment objective and policies of
the Portfolios are not designated "fundamental policies" within the meaning of  
the Act and may, therefore, be changed by the Board of Directors without a      
shareholder vote. However, the Portfolios will not change their investment      
objective without 60 days' prior written notice to shareholders.                

Prime STIF Portfolio                                                            
--------------------                                                            

     The Prime STIF Portfolio's investments may include the following,
diversified by maturities and issuers:                                          

         1. U.S. Government Securities. The Portfolio may invest in marketable
obligations of, or guarantees by, the United States Government, its agencies or 
instrumentalities. These include issues of the U.S. Treasury, such as bills,    
certificates of indebtedness, notes and bonds, and issues of agencies and       
instrumentalities established under the authority of an act of Congress. The    
latter issues include, but are not limited to, obligations of the bank for      
cooperatives, Federal Financing Bank, Federal Home Loan Bank, Federal           
Intermediate Credit Banks, Federal Land Bank, Federal National Mortgage         
Association and Tennessee Valley Authority. Some of the securities are supported
by the full faith and credit of the U.S. Treasury, others are supported by the  
right of the issuer to borrow from the Treasury, and still others, such as      
securities issued by the Federal Home Loan Bank and the Federal National        
Mortgage Association, are supported only by the credit of the agency or         
instrumentality.                                                                

         2. Money Market Investments. The Portfolio may invest in certificates
of deposit, bankers' acceptances and interest-bearing savings deposits issued or
guaranteed by banks or savings and loan associations (including foreign branches
of U.S. banks or U.S. or foreign branches of foreign banks) having total assets 
of more than $500 million. Certificates of deposit are receipts issued by a     
depository institution in exchange for the deposit of funds. The issuer agrees  
to pay the amount deposited plus interest to the bearer of the receipt on the   
date specified on the certificate. The certificate usually can be traded in the 
secondary market prior to maturity. Bankers' acceptances typically arise from   
short-term credit arrangements designed to enable businesses to obtain funds to 
finance commercial transactions. Generally, an acceptance is a time draft drawn 
on a bank by an exporter or an importer to obtain a stated amount of funds to   
pay for specific merchandise. The draft is then "accepted" by a bank that, in   
effect, unconditionally guarantees to pay the face value of the instrument on   
its maturity date. The acceptance may then be held by the accepting bank as an  
earning asset or it may be sold in the secondary market at the going rate of    
discount for a specific maturity. Although maturities for acceptances can be as 
long as 270 days, most acceptances have maturities of six months or less.       

      3. Commercial Paper. The Portfolio may invest in commercial paper,
including variable amount master demand notes and funding agreements, of high   
quality required by Rule 2a-7 (i.e., rated A-1 or A-2 by Standard & Poor's      
Corporation ("Standard & Poor's"), Prime-1 or Prime-2 by Moody's Investors      
Service, Inc. ("Moody's") or F1 or F2 by Fitch Ratings ("Fitch") or, if not     
rated, issued by U.S. or foreign companies which have an outstanding debt issue 
rated AAA, AA (including AA+ and AA-) or A (including A+ and A-) by Standard &  
Poor's, or Aaa, Aa (including Aa1, Aa2 and Aa3) or A (including A1, A2 and A3)  
by Moody's and participation interests in loans extended by banks to such       
companies). For a description of such ratings see Appendix A. Commercial paper  
consists of short-term (usually from 1 to 270 days) unsecured promissory notes  
issued by corporations in order to finance their current operations. A variable 
amount master demand note represents a direct borrowing arrangement involving   
periodically fluctuating rates of interest under a letter agreement between a   
commercial paper issuer and an institutional lender pursuant to which the lender
may determine to invest varying amounts. For a further description of variable  
amount master demand notes, see "Floating and Variable Rate Obligations" below. 

  The Portfolio may invest in commercial paper issued by foreign
companies meeting the rating criteria specified by Rule 2a-7. To the extent that
the Portfolio invests in such instruments, consideration is given to foreign    
economic factors.                                                               

   4. Securities Issued by Foreign Banks or Foreign Companies. The
Portfolio may invest up to 25% of its total assets in money market instruments  
issued by foreign branches of foreign banks. The Portfolio also may make        
investments in dollar-denominated certificates of deposit and bankers'          
acceptances issued or guaranteed by, or dollar-denominated time deposits        
maintained at, foreign branches of U.S. banks and U.S. and foreign branches of  
foreign banks, and commercial paper issued by foreign companies. To the extent  
that the Portfolio makes such investments, consideration is given to their      
domestic marketability, the lower reserve requirements generally mandated for   
overseas banking operations, the possible impact of interruptions in the flow of
international currency transactions, potential political and social instability 
or expropriation, imposition of foreign taxes, the lower level of government    
supervision of issuers, the difficulty in enforcing contractual obligations and 
the lack of uniform accounting and financial reporting standards.               

          Net income to shareholders is aided both by the Portfolio's ability to
make investments in large denominations and by its efficiencies of scale. Also, 
the Portfolio may seek to improve portfolio income by selling certain portfolio 
securities prior to maturity in order to take advantage of yield disparities    
that occur in money markets.                                                    

        5. Participation Interests. The Portfolio may invest in high quality
(as determined by the requisite number of NRSROs or, if not rated, determined to
be of high quality by Alliance) participation interests in loans extended by    
banks to U.S. and foreign companies having remaining maturities that comply with
Rule 2a-7, which currently requires that maturities not exceed 397 days. In a   
typical corporate loan syndication, a number of institutional lenders lend a    
corporate borrower a specified sum pursuant to the term and conditions of a loan
agreement. One of the co-lenders usually agrees to act as the agent bank with   
respect to the loan. The loan agreement among the corporate borrower and the    
co-lenders identifies the agent bank as well as sets forth the rights and duties
of the parties. The agreement often (but not always) provides for the           
collateralization of the corporate borrower's obligations thereunder and        
includes various types of restrictive covenants which must be met by the        
borrower.                                                                       

        The participation interests acquired by the Portfolio may, depending
on the transaction, take the form of a direct co-lending relationship with the  
corporate borrower, an assignment of an interest in the loan by a co-lender or  
another participant or a participation in the seller's share of the loan.       
Typically, the Portfolio will look to the agent bank to collect principal of and
interest on a participation interest, to monitor compliance with loan covenants,
to enforce all credit remedies, such as foreclosures on collateral, and to      
notify co-lenders of any adverse changes in the borrower's financial condition  
or declarations of insolvency. The agent bank in such cases will be qualified   
under the Act to serve as a custodian for a registered investment company such  
as the Fund. The agent bank is compensated for these services by the borrower   
pursuant to the terms of the loan agreement.                                    

When the Portfolio acts as a co-lender in connection with a 
participation interest, or when the Portfolio acquires a participation interest 
the terms of which provide that the Portfolio will be in privity with the       
corporate borrower, the Portfolio will have direct recourse against the borrower
in the event the borrower fails to pay scheduled principal and interest. In     
cases where the Portfolio lacks such direct recourse, the Portfolio will look to
the agent bank to enforce appropriate credit remedies against the borrower.     

       The Adviser believes that the principal credit risk associated with
acquiring participation interests from a co-lender or another participant is the
credit risk associated with the underlying corporate borrower. The Portfolio may
incur additional credit risk, however, when the Portfolio is in the position of 
participant rather than a co-lender because the Portfolio must assume the risk  
of insolvency of the co-lender from which the participation interest was        
acquired and that of any person interpositioned between the Portfolio and the   
co-lender. However, in acquiring participation interests the Adviser will       
conduct analysis and evaluation of the financial condition of each such         
co-lender and participant to ensure that the participation interest meet the    
Portfolio's high quality standard and will continue to do so as long as it holds
a participation.                                                                

        6. Asset-Backed Securities. The Portfolio may invest in asset-backed
securities that meet its existing diversification, quality and maturity         
criteria. These securities must generally be rated. Asset-backed securities are 
securities issued by special purpose entities whose primary assets consist of a 
pool of loans or accounts receivable. The securities may be in the form of a    
beneficial interest in a special purpose trust, limited partnership interest, or
commercial paper or other debt securities issued by a special purpose entity.   
Although the securities may have some form of credit or liquidity enhancement,  
payments on the securities depend predominately upon collection of the loans and
receivables held by the issuer. Generally, as required by Rule 2a-7, the special
purpose entity is deemed to be the issuer of the asset-backed security. However,
the Portfolio is required to treat any obligor whose obligations constitute ten 
percent or more of the assets of the asset-backed security as the issuer of the 
portion of the asset-backed security such obligations represent.                

         7. Floating and Variable Rate Obligations. The Portfolio may purchase
floating and variable rate demand notes and bonds, which are obligations        
ordinarily having stated maturities in excess of 397 days, but which permit the 
holder to demand payment of principal and accrued interest at any time, or at   
specified intervals not exceeding 397 days, in each case upon not more than 30  
days notice. The Portfolio may also invest in master demand notes (which may    
have put features in excess of 30 days) which are obligations that permit the   
Portfolio to invest fluctuating amounts, at varying rates of interest, pursuant 
to direct arrangements between the Portfolio, as lender, and the borrower. These
obligations permit daily changes in the amounts borrowed. Because these         
obligations are direct lending arrangements between the lender and borrower, it 
is not contemplated that such instruments generally will be traded, and there   
generally is no established secondary market for these obligations, although    
they are redeemable at face value, plus accrued interest. The Portfolio also may
invest in short-term obligations of insurance companies, sometimes referred to  
as funding agreements. These arrangements are direct obligations of insurance   
companies and are not traded. Where these types of obligations are not secured  
by letters of credit or other credit support arrangements, the Portfolio's right
to redeem is dependent on the ability of the borrower or insurance company to   
pay principal and interest on demand.                                           

Government STIF Portfolio                                                       
-------------------------                                                       

       The Government STIF Portfolio normally invests substantially all of
its assets in marketable obligations of, or guaranteed by, the United States    
Government, its agencies or instrumentalities, or repurchase agreements         
pertaining thereto.                                                             

          The Government STIF Portfolio's investments may include the following:

     1. Marketable obligations of, or guaranteed by, the United States
Government, its agencies or instrumentalities. These include issues of the      
United States Treasury, such as bills, certificates of indebtedness, notes and  
bonds, and issues of agencies and instrumentalities established under the       
authority of an act of Congress. The latter issues include, but are not limited 
to, obligations of the Bank for Cooperatives, Federal Financing Bank, Federal   
Home Loan Bank, Federal Intermediate Credit Banks, Federal Land Banks, Federal  
National Mortgage Association and Tennessee Valley Authority. Some of these     
securities are supported by the full faith and credit of the U.S. Treasury,     
others are supported by the right of the issuer to borrow from the Treasury, and
still others, such as securities issued by the Federal Home Loan Bank and the   
Federal National Mortgage Association, are supported only by the credit of the  
agency or instrumentality.                                                      

     2. Floating and Variable Rate Obligations. The Portfolio may also
purchase floating and variable rate obligations, including floating and variable
rate demand notes and bonds. The Portfolio may invest in variable and floating  
rate obligations whose interest rates are adjusted either at predesignated      
periodic intervals or whenever there is a change in the market rate to which the
security's interest rate is tied. The Portfolio may also purchase floating and  
variable rate demand notes and bonds, which are obligations ordinarily having   
stated maturities in excess of 397 days, but which permit the holder to demand  
payment of principal and accrued interest at any time, or at specified intervals
not exceeding 397 days, in each case upon not more than 30 days' notice.        

Additional Investment Policies                                                  
------------------------------                                                  

          The following investment policies supplement those set forth above for
the Portfolios. Except as otherwise indicated below, such additional policies   
apply to both Portfolios.                                                       

Repurchase Agreements                                                           
---------------------                                                           

       A repurchase agreement arises when a buyer purchases a security and
simultaneously agrees to resell it to the vendor on an agreed-upon future date, 
normally one day or a few days later. The resale price is greater than the      
purchase price, reflecting an agreed-upon market rate, which is effective for   
the period of time the buyer's money is invested in the security and which is   
not related to the coupon rate on the purchased security. Repurchase agreements 
are currently entered into with creditworthy counterparties as determined by the
Adviser, including broker-dealers, member banks of the Federal Reserve System or
"primary dealers" (as designated by the Federal Reserve Bank of New York) in    
U.S. Government securities or with the Fund's custodian. For each repurchase    
agreement, a Portfolio requires continual maintenance of the market value of    
underlying collateral in amounts equal to, or in excess of, the agreement       
amount. While the maturities of the underlying collateral may exceed 397 days,  
the term of the repurchase agreement is not greater than 397 days as currently  
required by Rule 2a-7. In the event that a counterparty defaulted on its        
repurchase obligation, a Portfolio might suffer a loss to the extent that the   
proceeds from the sale of the collateral were less than the repurchase price. If
the vendor became bankrupt, a Portfolio might be delayed in selling the         
collateral. Repurchase agreements often are for short periods such as one day or
a week, but may be longer. Pursuant to Rule 2a-7, a repurchase agreement is     
deemed to be an acquisition of the underlying securities, provided that the     
obligation of the seller to repurchase the securities from the money market fund
is collateralized fully (as defined in such Rule). Accordingly, the counterparty
of a fully collateralized repurchase agreement is deemed to be the issuer of the
underlying securities. The Government STIF Portfolio may only invest in         
repurchase agreements pertaining to the marketable obligations of, or marketable
obligations guaranteed by, the United States Government, its agencies or        
instrumentalities.                                                              

Reverse Repurchase Agreements                                                   
-----------------------------                                                   

        A Portfolio may also enter into reverse repurchase agreements, which
involve the sale of money market securities held by a Portfolio with an         
agreement to repurchase the securities at an agreed-upon price, date and        
interest payment. The Portfolios do not currently intend to enter into such     
agreements during the coming year.                                              

When-Issued Securities                                                          
----------------------                                                          

         A Portfolio is permitted to purchase "when-issued" securities related
to the types of securities in which it is permitted to invest. With respect to  
these securities, the price, which is generally expressed in yield terms, is    
fixed at the time the commitment to purchase is made, but delivery and payment  
for the when-issued securities take place at a later date. Normally, the        
settlement date occurs from within ten days to one month after the purchase of  
the issue. During the period between purchase and settlement, no payment is made
by a Portfolio to the issuer and, thus, no interest accrues to a Portfolio from 
the transaction. When-issued securities may be sold prior to the settlement     
date, but a Portfolio makes when-issued commitments only with the intention of  
actually acquiring the securities. To facilitate such acquisitions, the Fund's  
Custodian will maintain, in a separate account of a Portfolio, U.S. Government  
securities or other liquid high grade debt securities having value equal to or  
greater than commitments held by the Portfolio. Similarly, a separate account   
will be maintained to meet obligations in respect of reverse repurchase         
agreements. On delivery dates for such transactions, a Portfolio will meet its  
obligations from maturities or sales of the securities held in the separate     
account and/or from the available cash flow. If a Portfolio, however, chooses to
dispose of the right to acquire a when-issued security prior to its acquisition,
it can incur a gain or loss. At the time a Portfolio makes the commitment to    
purchase a security on a when-issued basis, it records the transaction and      
reflects the value of the security in determining its net asset value. A        
Portfolio's investments in when-issued securities are subject to the risk of    
market fluctuations because the Portfolio agrees to buy the securities at a     
certain price, even though the market price of the securities at the time of    
delivery may be lower than the agreed-upon purchase price.                      

Illiquid Securities and Restricted Securities                                   
---------------------------------------------                                   

         None of the Portfolios will maintain more than 10% of its net assets,
or such other amount permitted by guidance regarding the Act, in illiquid       
securities. Illiquid securities may include securities that are not readily     
marketable, securities subject to legal or contractual restrictions on resale   
(except as described below) and repurchase agreements not terminable within     
seven days. Restricted securities are securities subject to the contractual or  
legal restrictions on resale, such as those arising from an issuer's reliance   
upon certain exemptions from registration under the Securities Act. Restricted  
securities that are determined by the Adviser to be liquid in accordance with   
procedures adopted by the Directors, including securities eligible for resale   
under Rule 144A under the Securities Act and commercial paper issued in reliance
upon the exemption from registration in Section 4(2) of the Securities Act, will
not be treated as illiquid for purposes of the restriction on illiquid          
securities. Investments in illiquid securities may be subject to liquidity risk,
which is the risk that, under certain circumstances, particular investments may 
be difficult to sell at an advantageous price. Illiquid restricted securities   
also are subject to the risk that a Portfolio may be unable to sell the security
due to legal or contractual restrictions on resale. The Directors have delegated
the function of making day-to-day determinations of liquidity to the Adviser,   
pursuant to guidelines approved by the Directors.                               

       Following the purchase of a restricted security by a Portfolio, the
Adviser monitors continuously the liquidity of such security and reports to the 
Directors regarding purchases of liquid restricted securities.                  

Lending of Portfolio Securities                                                 
-------------------------------                                                 

A Portfolio may seek to increase income by lending portfolio
securities. A principal risk in lending portfolio securities, as with other     
extensions of credit, consists of the possible loss of rights in the collateral 
should the borrower fail financially. In addition, a Portfolio may be exposed to
the risk that the sale of any collateral realized upon the borrower's default   
will not yield proceeds sufficient to replace the loaned securities. In         
determining whether to lend securities to a particular borrower, the Adviser    
will consider all relevant facts and circumstances, including the               
creditworthiness of the borrower. The loans would be made only to firms deemed  
by the Adviser to be of good standing, and when, in the judgment of the Adviser,
the consideration that can be earned currently from securities loans of this    
type justifies the attendant risk. A Portfolio may lend portfolio securities to 
the extent permitted under the Act or the rules and regulations thereunder (as  
such statute, rules or regulations may be amended from time to time) or by      
guidance regarding, interpretations of, or exemptive orders under, the Act.     

      Under present regulatory policies, including those of the Board of
Governors of the Federal Reserve System and the Securities and Exchange         
Commission (the "Commission"), such loans may be made only to member firms of   
the New York Stock Exchange (the "Exchange") and will be required to be secured 
continuously by collateral in cash, cash equivalents, or U.S. Treasury Bills    
maintained on a current basis at an amount at least equal to the market value of
the securities loaned. A Portfolio will have the right to call a loan and obtain
the securities loaned at any time on five days' notice. While securities are on 
loan, the borrower will pay a Portfolio any income from the securities. A       
Portfolio may invest any cash collateral in portfolio securities and earn       
additional income or receive an agreed-upon amount of income from a borrower who
has delivered equivalent collateral. Any such investment of cash collateral will
be subject to a Portfolio's investment risks.                                   

        A Portfolio will not, however, have the right to vote any securities
having voting rights during the existence of the loan. A Portfolio will have the
right to regain record ownership of loaned securities or equivalent securities  
in order to exercise ownership rights such as voting rights, subscription rights
and rights to dividends, interest, or distributions.                            

          A Portfolio may pay reasonable finders', administrative, and custodial
fees in connection with a loan.                                                 

Investments in Other Investment Companies                                       
-----------------------------------------                                       

  The Portfolio may invest in the securities of other investment
companies, including exchange-traded funds, to the extent permitted under the   
1940 Act or the rules and regulations thereunder (as such statute, rules or     
regulations may be amended from time to time) or by guidance regarding,         
interpretations of, or exemptive orders under, the 1940 Act or the rules or     
regulations thereunder published by appropriate regulatory authorities.         

General                                                                         
-------                                                                         

     While there are many kinds of short-term securities used by money
market investors, the Portfolios, in keeping with their primary investment      
objective of safety of principal, generally invest in the types summarized      
above. Net income to shareholders is aided both by each Portfolio's ability to  
make investments in large denominations and by efficiencies of scale. Also, each
Portfolio may seek to improve its income by selling certain portfolio securities
prior to maturity in order to take advantage of yield disparities that occur in 
money markets. The market value of each Portfolio's investments may decrease    
during periods of rising interest rates and to increase during intervals of     
falling rates. These changes in value are usually smaller for short-term        
securities than for securities with longer maturities. Because the Portfolios   
invest in securities with short maturities and seek to maintain a stable net    
asset value of $1.00 per share, it is possible, though unlikely, that changes in
interest rates would change the value of your investment.                       

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

 INVESTMENT RESTRICTIONS

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

          Unless otherwise specified to the contrary, the following restrictions
may not be changed with respect to a Portfolio without the affirmative vote of  
(1) 67% or more of the shares represented at a meeting at which more than 50% of
the outstanding shares are present in person or by proxy or (2) more than 50% of
the outstanding shares, whichever is less. If a percentage restriction is       
adhered to at the time of an investment, a later increase or decrease in        
percentage resulting from a change in values of portfolio securities or in the  
amount of a Portfolio's assets will not constitute a violation of that          
restriction.                                                                    

As a matter of fundamental policy, a Portfolio may not:     

      1. concentrate investments in an industry, as concentration may be
defined under the 1940 Act or the rules and regulations thereunder (as such     
statute, rules or regulations may be amended from time to time) or by guidance  
regarding, interpretations of, or exemptive orders under, the 1940 Act or the   
rules or regulations thereunder published by appropriate regulatory authorities;

          2. issue any senior security (as that term is defined in the 1940 Act)
or borrow money, except to the extent permitted by the 1940 Act or the rules and
regulations thereunder (as such statute, rules or regulations may be amended    
from time to time) or by guidance regarding, or interpretations of, or exemptive
orders under, the 1940 Act or the rules or regulations thereunder published by  
appropriate regulatory authorities;                                             

        3. make loans except through (a) the purchase of debt obligations in
accordance with its investment objectives and policies; (b) the lending of      
portfolio securities; (c) the use of repurchase agreements; or (d) the making of
loans to affiliated funds as permitted under the 1940 Act, the rules and        
regulations thereunder (as such statutes, rules or regulations may be amended   
from time to time), or by guidance regarding, and interpretations of, or        
exemptive orders under, the 1940 Act;                                           

        4. purchase or sell real estate except that they may dispose of real
estate acquired as a result of the ownership or securities or other instruments.
This restriction does not prohibit the Portfolios from investing in securities  
or other instruments backed by real estate or in securities of companies engaged
in the real estate business;                                                    

      5. purchase or sell commodities regulated by the Commodity Futures
Trading Commission under the Commodity Exchange Act or commodity contracts      
except for futures contracts and options on futures contracts; or               

          6. act as an underwriter of securities, except that the Portfolios may
acquire restricted securities under circumstances in which, if such securities  
were sold, the Portfolios might be deemed to be an underwriter for purposes of  
the Securities Act of 1933, as amended                                          

        As a matter of fundamental policy, each Portfolio is diversified (as
that term is defined in the 1940 Act). This means that at least 75% of a        
Portfolio's assets consist of (i) cash or cash items; (ii) government           
securities; (iii) securities of other investment companies; and (iv) securities 
of any one issuer that represent not more than 10% of the outstanding voting    
securities of the issuer of the securities and not more than 5% of the total    
assets of a Portfolio.(1)                                                       

----------                                                                      
(1)  As a matter of operating policy, pursuant to Rule 2a-7, a Portfolio will   
    invest no more than 5% of its assets in the first tier (as defined in Rule
2a-7) securities of any one issuer, except that under Rule 2a-7, a    
Portfolio may invest up to 25% of its total assets in the first tier  
  securities of a single issuer for a period of up to three business days.
This policy with respect to diversification would give a Portfolio the
   ability to invest, with respect to 25% of its assets, more than 5% of its
 assets, in any one issuer only in the event rule 2a-7 is amended in the
future.                                                               

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

MANAGEMENT

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

Board of Directors Information                                                  
------------------------------                                                  

        The business and affairs of the Fund are managed under the direction
of the Board of Directors. Certain information concerning the Fund's Directors  
is set forth below.                                                             
                                      PORTFOLIOS
                      PRINCIPAL               IN FUND      OTHER
NAME, ADDRESS,                OCCUPATION(S)           COMPLEX      DIRECTOR-    
DATE OF BIRTH                 DURING PAST             OVERSEEN     SHIPS HELD   
(YEAR ELECTED*)               5 YEARS                 BY DIRECTOR  BY DIRECTOR  
---------------               -------                 -----------  -----------  

DISINTERESTED DIRECTORS                                                         
Chairman of the Board                                                           
William H. Foulk, Jr., +#     Investment Adviser      [108]        None         
2 Sound View Dr.,             and an Independent                                
Suite 100                     Consultant.  Formerly                             
Greenwich, CT 06830           Senior Manager of                                 
9/7/1932                      Barrett Associates,                               
([    ])                      Inc., a registered                                
investment adviser, 
with which he had   
 been associated since
prior to 2001.  He  
was formerly Deputy 
 Comptroller and Chief
 Investment Officer of
 the State of New York
and, prior thereto, 
Chief Investment    
Officer of the New  
  York Bank for Savings.

Ruth Block,***  #             Formerly Executive      [106]        None         
500 S.E. Mizner Blvd.,        Vice President and                                
Boca Raton, FL 33432          Chief Insurance                                   
11/7/1930                     Officer of The                                    
([    ])                      Equitable Life                                    
Assurance Society of
the United States;  
Chairman and Chief  
Executive Officer of
Evlico (insurance); 
Director of Avon, BP
(oil and gas),      
Ecolab, Inc.        
(specialty          
chemicals), Tandem  
Financial Group and 
Donaldson, Lufkin & 
Jenrette Securities 
 Corporation; Governor
at Large, National  
Association of      
Securities Dealers, 
Inc.                

David H. Dievler, #           Independent             [107]        None         
P.O. Box 167,                 Consultant. Until                                 
Spring Lake, NJ 07762         December 1994, Senior                             
10/12/1929                    Vice President of                                 
([    ])                      Alliance Capital                                  
Management          
Corporation ("ACMC")
responsible for     
mutual fund         
administration.     
 Prior to joining ACMC
in 1984, Chief      
Financial Officer of
Eberstadt Asset     
Management since    
 1968.  Prior to that,
Senior Manager at   
Price Waterhouse &  
Co.  Member of      
 American Institute of
Certified Public    
Accountants since   
1953.               

John H. Dobkin, #             Consultant. Formerly    [106]        None         
P.O. Box 12,                  President of Save                                 
Annandale, NY 12504           Venice, Inc.                                      
2/19/1942                     (preservation                                     
([    ])                      organization) from                                
2001-2002; Senior   
Advisor from June   
1999 - June 2000 and
 President of Historic
Hudson Valley       
(historic           
preservation) from  
December 1989 - May 
1999.  Previously,  
Director of the     
National Academy of 
Design and during   
1988-1992, Director 
and Chairman of the 
Audit Committee of  
ACMC.               

Michael J. Downey,#           Consultant since        [106]        Asia         
c/o Alliance Capital          January 2004.                        Pacific      
Management L.P.              Formerly managing                    Fund, Inc.  
Attn: Philip L. Kirstein      partner of Lexington                 and The      
1345 Avenue of the Americas   Capital, LLC                         Merger Fund  
New York, NY 10105            (investment advisory                              
1/26/44                       firm) from December                               
(_____)                       1997 until December                               
 2003.  Prior thereto,
Chairman and CEO of 
Prudential Mutual   
Fund Management from
1987 to 1993.       

D. James Guzy,#               Chairman of the Board   [106]        Intel        
P.O. Box 128                  of PLX Technology                    Corporation; 
Glenbrook, NV 89413           (semi-conductors) and                Cirrus       
3/7/1936                      of SRC Computers                     Logic        
(_____)                       Inc., with which he                  Corporation, 
                         has been associated                  Novellus
                             since prior to 2001.                 Corporation;
                      He is also President                 Micro
                          of the Arbor Company                 Component
                            (private family                      Technology;
                          investments).                        the Davis
                                                              Selected
                                                              Advisers
                                                              Group of
                                                            Mutual
                                                                Funds; and
                                                                 LogicVision

Marshall C. Turner, Jr., #    CEO, Toppan               [106]      Toppan       
220 Montgomery Street         Photomasks,                          Photomasks,  
Penthouse 10                  Inc.,(semi-conductor                 Inc.; the    
San Francisco, CA 94104-3402  manufacturing                        George       
10/10/1941                    services), Austin,                   Lucas        
(_______)                     Texas, 2003 - present,               Educational  
                            and President since                  Foundation;
                         company acquired in                  Chairman
                       2005, and name changed               of the
                         from Dupont                          Board of
                    Photomasks. Prior to                 the
                              the company's sale in                Smithsonian's
                         2005, he was Chairman                National
                          and CEO. He has also                 Museum of
                        been Principal of                    Natural
                        Turner Venture                       History
  Associates since 1993.

INTERESTED DIRECTOR                                                             

Marc O. Mayer,**              Executive Vice            [106]      SCB          
1345 Avenue of the Americas,  President of Alliance                Partners     
New York, NY 10105            Capital Management                   Inc.; SCB,   
10/2/1957                     Corporation ("ACMC")                 Inc.         
(________)                    since 2001 and                                    
 Chairman of the Board
of AllianceBernstein
Investments, Inc.   
since 2000; prior   
thereto, Chief      
Executive Officer of
  Sanford C. Bernstein &
Co., LLC            
(institutional      
  research and brokerage
  arm of Bernstein & Co.
  LLC ("SCB & Co.")) and
 its predecessor since
prior to 2001.      

----------                                                                      
*    There is no stated term of office for the Fund's Directors.                
**   Mr. Mayer is an "interested person," as defined in the Act, due to his     
position as Executive Vice President of ACMC.                         
***  Ms. Block was an "interested person," as defined in the 1940 Act, from July
     22, 1992 until October 21, 2004 by reason of her ownership of securities of
  a control person of Alliance. Ms. Block received shares of The Equitable
    Companies Incorporated ("Equitable") as part of the demutualization of The
    Equitable Life Assurance Society of the United States in 1992. Ms. Block's
 Equitable shares were subsequently converted through a corporate action
   into American Depositary Shares of AXA, which were sold for approximately
$2,400 on October 21, 2004. Equitable and AXA are control persons of  
Alliance.                                                             
+    Member of the Fair Value Pricing Committee.                                
#    Member of the Audit Committee, the Governance and Nominating Committee and 
the Independent Directors Committee.                                  

     The Fund's Board of Directors has four standing committees of the
Board -- an Audit Committee, a Governance and Nominating Committee, a Fair Value
Pricing Committee and an Independent Directors Committee. The members of the    
Audit, Governance and Nominating Committees Fair Value Pricing Committee and an 
Independent Directors Committee are identified above.                           

 The function of the Audit Committee is to assist the Board of
Directors in its oversight of the Fund's financial reporting process. The Audit 
Committee met [_____] times during the Fund's most recently completed fiscal    
year.                                                                           

        The function of the Governance and Nominating Committee includes the
nomination of persons to fill any vacancies or newly created positions on the   
Board of Directors. The Governance and Nominating Committee met [_____] during  
the Fund's most recently completed fiscal year.                                 

          The Governance and Nominating Committee has a charter and, pursuant to
the charter, the Governance and Nominating Committee will consider candidates   
for nomination as a director submitted by a shareholder or group of shareholders
who have owned at least 5% of a Portfolio's common stock for at least two years 
at the time of submission and who timely provide specified information about the
candidates and the nominating shareholder or group. To be timely for            
consideration by the Governance and Nominating Committee, the submission,       
including all required information, must be submitted in writing to the         
attention of the Secretary at the principal executive offices of the Fund not   
less than 120 days before the date of the proxy statement for the previous      
year's annual meeting of shareholders. If the Fund did not hold an annual       
meeting of shareholders in the previous year, the Fund will make a public notice
specifying the deadline for the submission. The Fund will make the public notice
at least 30 days prior to the deadline for the submission, which is expected to 
be approximately 120 days prior to the anticipated date of the proxy statement  
for the annual meeting. The Fund may make the public notice in a shareholder    
report or other mailing to shareholders or by other means deemed by the         
Governance and Nominating Committee or the Board to be reasonably calculated to 
inform shareholders.                                                            

Shareholders submitting a candidate for consideration by the
Governance and Nominating Committee must provide the following information to   
the Governance and Nominating Committee: (i) a statement in writing setting     
forth (A) the name, date of birth, business address and residence address of the
candidate; (B) any position or business relationship of the candidate, currently
or within the preceding five years, with the shareholder or an associated person
of the shareholder as defined below; (C) the class or series and number of all  
shares of a Portfolio owned of record or beneficially by the candidate; (D) any 
other information regarding the candidate that is required to be disclosed about
a nominee in a proxy statement or other filing required to be made in connection
with the solicitation of proxies for election of Directors pursuant to Section  
20 of the Act and the rules and regulations promulgated thereunder; (E) whether 
the shareholder believes that the candidate is or will be an "interested person"
of the Fund (as defined in the Act) and, if believed not to be an "interested   
person," information regarding the candidate that will be sufficient for the    
Fund to make such determination; and (F) information as to the candidate's      
knowledge of the investment company industry, experience as a director or senior
officer of public companies, directorships on the boards of other registered    
investment companies and educational background; (ii) the written and signed    
consent of the candidate to be named as a nominee and to serve as a Director if 
elected; (iii) the written and signed agreement of the candidate to complete a  
directors' and officers' questionnaire if elected; (iv) the shareholder's       
consent to be named as such by the Fund; (v) the class or series and number of  
all shares of a Portfolio of the Fund owned beneficially and of record by the   
shareholder and any associated person of the shareholder and the dates on which 
such shares were acquired, specifying the number of shares owned beneficially   
but not of record by each, and stating the names of each as they appear on the  
Fund's record books and the names of any nominee holders for each; and (vi) a   
description of all arrangements or understandings between the shareholder, the  
candidate and/or any other person or persons (including their names) pursuant to
which the recommendation is being made by the shareholder. "Associated Person of
the shareholder" means any person who is required to be identified under clause 
(vi) of this paragraph and any other person controlling, controlled by or under 
common control with, directly or indirectly, (a) the shareholder or (b) the     
associated person of the shareholder.                                           

          The Governance and Nominating Committee may require the shareholder to
furnish such other information as it may reasonably require or deem necessary to
verify any information furnished pursuant to the nominating procedures described
above or to determine the qualifications and eligibility of the candidate       
proposed by the shareholder to serve on the Board. If the shareholder fails to  
provide such other information in writing within seven days of receipt of       
written request from the Governance and Nominating Committee, the recommendation
of such candidate as a nominee will be deemed not properly submitted for        
consideration, and will not be considered, by the Committee.                    

  The Governance and Nominating Committee will consider only one
candidate submitted by such a shareholder or group for nomination for election  
at an annual meeting of shareholders. The Governance and Nominating Committee   
will not consider self-nominated candidates. The Governance and Nominating      
Committee will consider and evaluate candidates submitted by shareholders on the
basis of the same criteria as those used to consider and evaluate candidates    
submitted from other sources. These criteria include the candidate's relevant   
knowledge, experience, and expertise, the candidate's ability to carry out his  
or her duties in the best interests of the Fund, the candidate's ability to     
qualify as a disinterested Director and such other criteria as the Governance   
and Nominating Committee determines to be relevant in light of the existing     
composition of the Board and any anticipated vacancies or other factors.        

       The function of the Fair Value Pricing Committee is to consider, in
advance if possible, any fair valuation decision of Alliance's Valuation        
Committee relating to a security held by the Fund made under unique or highly   
unusual circumstances not previously addressed by the Valuation Committee that  
would result in a change in the Fund's NAV by more than $0.01 per share. The    
Fair Value Pricing Committee met [______] times during the Fund's most recently 
completed fiscal year.                                                          

          The function of the Independent Directors Committee is to consider and
take action on matters that the Board or Committee believes should be addressed 
in executive session of the disinterested Directors, such as review and approval
of the Advisory and Distribution Services Agreements. The Independent Directors 
Committee met [_______] times during the Fund's most recently completed fiscal  
year.                                                                           

[Discussion of Approval of Advisory Agreement to follow.]   

        The dollar range of the Fund's securities owned by each Director and
the aggregate dollar range of securities owned in all of the registered         
investment companies to which the Adviser provides investment advisory services 
(collectively, the "AllianceBernstein Fund Complex") by each Director are set   
forth below.                                                                    

                                          AGGREGATE DOLLAR
                  DOLLAR RANGE           RANGE OF EQUITY
                    OF EQUITY              SECURITIES IN THE
                    SECURITIES IN          ALLIANCEBERNSTEIN
                     THE FUND AS OF         FUND COMPLEX AS OF
                    DECEMBER 31, 2005      DECEMBER 31, 2005
                    ------------------     -----------------

Ruth Block                    [None]                 Over $100,000              
David H. Dievler              [None]                 Over $100,000              
John H. Dobkin                [None]                 Over $100,000              
Michael J. Downey             [None]                 Over $100,000              
William H. Foulk, Jr.         [None]                 Over $100,000              
D. James Guzy                 [None]                 $50,001-$100,000           
Marshall C. Turner, Jr.       [None]                 Over $100,000              
Marc O. Mayer                 [None]                 Over $100,000              

Officer Information                                                             
-------------------                                                             

Certain information concerning the Fund's officers is set forth below.          

NAME, ADDRESS*             POSITION(S) HELD      PRINCIPAL OCCUPATION           
AND AGE                    WITH FUND             DURING PAST 5 YEARS            
-------                    ---------             -------------------            

Marc O. Mayer, 47          President             See biography above.           

Philip L. Kirstein, 60     Senior Vice           Senior Vice President and      
                  President and         Independent Compliance
          Independent           Officer of the
                         Compliance Officer    AllianceBernstein 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
                                        2001 until March 2003.

Raymond J. Papera, 49      Senior Vice           Senior Vice President of       
                         President             ACMC** with which he has been
                                                associated since prior to 2001

Maria R. Cona, 50          Vice President        Vice President of ACMC** with  
                                               which she has been associated
                                      since prior to 2001.

Emilie D. Wrapp, 50        Secretary             Senior Vice President,         
                                               Assistant General Counsel and
                                        Assistant Secretary of
                                                AllianceBernstein Investments,
                                            Inc.,** with which she has
                                             been associated since prior
                          to 2001.

Mark D. Gersten, 54        Treasurer and         Senior Vice President of       
                         Chief Financial       AGIS** with which he has been
                     Officer               associated since prior to
                       2001.

Thomas R. Manley, 54       Controller            Vice President of ACMC** with  
                                              which he has been associated
                                      since prior to 2001.

----------                                                                      
*    The address for each of the Fund's officers is 1345 Avenue of the Americas,
New York, NY 10105.                                                   

**   ACMC, AllianceBernstein Investments, Inc. and AGIS are affiliates of the   
Fund.                                                                 

   The Fund does not pay any fees to, or reimburse expenses of its
Directors who are considered "interested persons" of the Fund. The aggregate    
compensation paid by the Portfolios to each of the Directors during their fiscal
year ended April 30, 2005, the aggregate compensation paid to each of the       
Directors during calendar year 2005 by the AllianceBernstein Fund Complex, and  
the total number of registered investment companies (and separate investment    
portfolios within those companies) in the AllianceBernstein Fund Complex with   
respect to which each of the Directors serves as a director or trustee, are set 
forth below. Neither the Fund nor any registered investment company in the      
AllianceBernstein Fund Complex provides compensation in the form of pension or  
retirement benefits to any of its directors or trustees. Each of the Directors  
is a director or trustee of one or more other registered investment companies in
the AllianceBernstein Fund Complex.                                             

                                                               Total
                                                                   Number of
                                                                    Investment
                                                     Total          Portfolios
                                                 Number of      within
                                              Registered     the
                                                    Investment     Alliance-
                                                    Companies      Bernstein
                                               within the     Fund
                                                   Alliance-      Complex,
                                     Total          Bernstein      Including
                               Compensation   Fund Complex,  the
                                 from the       Including      Fund,
                                 Alliance-      the Fund,      as to
                       Aggregate     Bernstein      as to which    which the
                         Compensation  Fund Complex,  the Director   Director is
                        from the      Including      is a Director  a Director
Name of Director         Porfolios     the Fund       or Trustee     or Trustee 
----------------         ---------     --------       ----------     ---------- 

Ruth Block                None          $240,916       [40]           [106]     
David H. Dievler          None          $268,371       [41]           [107]     
John H. Dobkin            None          $261,286       [40]           [106]     
Michael J. Downey         None          $239,916       [40]           [106]     
William H. Foulk, Jr.     None          $486,955       [42]           [108]     
D. James Guzy             None          $ 32,000       [40]           [106]     
Marshall C. Turner, Jr.   None          $ 28,500       [40]           [106]     
Marc O. Mayer             None          $      0       [40]           [106]     

       As of [________], 2006, the Directors and officers of the Fund as a
group owned less than 1% of the outstanding shares of each Portfolio.           

The Adviser                                                                     
-----------                                                                     

          AllianceBernstein L.P. (the "Adviser"), a Delaware limited partnership
with principal offices at 1345 Avenue of the Americas, New York, New York,      
10105, has been retained under the Advisory Agreement to provide investment     
advice and, in general, to conduct the management and investment program of the 
Portfolios under the supervision of the Fund's Board of Directors.              

          The Adviser is a leading global investment management firm supervising
client accounts with assets as of [__], 200[_], totaling approximately $[___]   
billion. The Adviser provides management services for many of the largest U.S.  
public and private employee benefit plans, endowments, foundations, public      
employee retirement funds, banks, insurance companies and high net worth        
individuals worldwide. The Adviser is also one of the largest mutual fund       
sponsors, with a diverse family of globally distributed mutual fund portfolios. 
As one of the world's leading global investment management organizations, the   
Adviser is able to compete for virtually any portfolio assignment in any        
developed capital market in the world.                                          

       The Adviser is a registered investment adviser under the Investment
Advisers Act of 1940, as amended. As of [__], 200[_], Alliance Capital          
Management Holding L.P. ("Holding"), a Delaware limited partnership, owned      
approximately [__]% of the issued and outstanding units of limited partnership  
interest in the Adviser ("Alliance Units"). Units representing assignments of   
beneficial ownership of limited partnership interests in Holding ("Holding      
Units") trade publicly on the Exchange under the ticker symbol "AC". Alliance   
Units do not trade publicly and are subject to significant restrictions on      
transfer. Alliance Capital Management Corporation ("ACMC") is the general       
partner of both the Adviser and Holding. ACMC owns 100,000 general partnership  
units in Holding and a 1% general partnership interest in the Adviser. ACMC is  
an indirect wholly-owned subsidiary of AXA Financial, Inc. ("AXA Financial"), a 
Delaware corporation.                                                           

        As of [__], 200[_], AXA, AXA Financial, AXA Equitable Life Insurance
Company ("AXA Equitable") and certain subsidiaries of AXA Equitable beneficially
owned approximately [__]% of the issued and outstanding Alliance Units and      
approximately [__]% of the issued and outstanding Holding Units which, including
the general partnership interests in the Adviser and Holding, represent an      
economic interest of approximately [__]% in the Adviser. As of [__], 200[_], SCB
Partners Inc., a wholly-owned subsidiary of SCB Inc., beneficially owned        
approximately [__]% of the issued and outstanding Alliance Units.               

      AXA, a French company, is the holding company for an international
group of companies and a worldwide leader in financial protection and wealth    
management. AXA operates primarily in Western Europe, North America and the     
Asia/Pacific region and, to a lesser extent, in other regions including the     
Middle East, Africa and South America. AXA has five operating business segments:
life and savings, property and casualty insurance, international insurance      
(including reinsurance), asset management and other financial services. AXA     
Financial is a wholly-owned subsidiary of AXA. AXA Equitable is an indirect     
wholly-owned subsidiary of AXA Financial.                                       

 Based on information provided by AXA, as of January 31, 2005,
approximately 17.6% of the issued ordinary shares (representing 27.99%% of the  
voting power) of AXA were owned directly and indirectly by Finaxa, a French     
holding company. As of January 31, 2005, 65.72% of the shares (representing     
75.42% of the voting power) of Finaxa were owned by three French mutual         
insurance companies (the "Mutuelles AXA") and 20.90% of the shares of Finaxa    
(representing 12.89% of the voting power) were owned by BNP Paribas, a French   
bank. As of January 31, 2005, the Mutuelles AXA owned directly or indirectly    
through intermediate holding companies (including Finaxa) approximately 20.35 % 
of the issued ordinary shares (representing 32.36% of the voting power) of AXA. 

          Under the Advisory Agreement, the Adviser provides investment advisory
services and order placement facilities for each Portfolio of the Fund and pays 
all compensation of Directors of the Fund who are affiliated persons of the     
Adviser. The Adviser or its affiliates also furnish the Fund without charge with
management supervision and assistance and office facilities. Under the Advisory 
Agreement, the Portfolios do not pay advisory fees.                             

The Adviser may make payments from time to time from its own
resources, which may include the management fees paid by the Portfolios of the  
Fund, to compensate broker-dealers, including Sanford C. Bernstein & Co., LLC   
("Bernstein") an affiliate of the Adviser, depository institutions and other    
financial intermediaries that engage in or support the distribution of shares of
the Fund, for shareholder servicing and to pay for the preparation, printing and
distribution of prospectuses and other literature or other promotional          
activities.                                                                     

        The Advisory Agreement remains in effect from year to year, provided
that such continuance is specifically approved at least annually by a vote of a 
majority of each Portfolio's outstanding voting securities or by the Fund's     
Board of Directors, including in either case approval by a majority of the      
Directors who are not parties to the Advisory Agreement or interested persons as
defined in the Act.                                                             

          The Advisory Agreement may be terminated with respect to any Portfolio
without penalty on 60 days' written notice at the option of either party or by  
vote of a majority of the outstanding voting securities of such Portfolio; it   
will automatically terminate in the event of assignment. The Adviser is not     
liable for any action or inaction with regard to its obligations under the      
Advisory Agreement as long as it does not exhibit willful misfeasance, bad      
faith, gross negligence, or reckless disregard of its obligations.              

Investment Professional Conflict of Interest Disclosure                         
-------------------------------------------------------                         

        As an investment adviser and fiduciary, the Adviser owes its clients
and shareholders an undivided duty of loyalty. We recognize that conflicts of   
interest are inherent in our business and accordingly have developed policies   
and procedures (including oversight monitoring) reasonably designed to detect,  
manage and mitigate the effects of actual or potential conflicts of interest in 
the area of employee personal trading, managing multiple accounts for multiple  
clients, including AllianceBernstein Mutual Funds, and allocating investment    
opportunities. Investment professionals, including portfolio managers and       
research analysts, are subject to the above-mentioned policies and oversight    
monitoring to ensure that all clients are treated equitably. We place the       
interests of our clients first and expect all of our employees to meet their    
fiduciary duties.                                                               

         Employee Personal Trading. The Adviser has adopted a Code of Business
Conduct and Ethics that is designed to detect and prevent conflicts of interest 
when investment professionals and other personnel of the Adviser own, buy or    
sell securities which may be owned by, or bought or sold for, clients. Personal 
securities transactions by an employee may raise a potential conflict of        
interest when an employee owns or trades in a security that is owned or         
considered for purchase or sale by a client, or recommended for purchase or sale
by an employee to a client. Subject to the reporting requirements and other     
limitations of its Code of Business Conduct and Ethics, the Adviser permits its 
employees to engage in personal securities transactions, and also allows them to
acquire investments in the AllianceBernstein Mutual Funds through direct        
purchase, 401K/profit sharing plan investment and/or notionally in connection   
with deferred incentive compensation awards. The Adviser's Code of Ethics and   
Business Conduct requires disclosure of all personal accounts and maintenance of
brokerage accounts with designated broker-dealers approved by the Adviser. The  
Code also requires preclearance of all securities transactions and imposes a    
one-year holding period for securities purchased by employees to discourage     
short-term trading.                                                             

    Managing Multiple Accounts for Multiple Clients. The Adviser has
compliance policies and oversight monitoring in place to address conflicts of   
interest relating to the management of multiple accounts for multiple clients.  
Conflicts of interest may arise when an investment professional has             
responsibilities for the investments of more than one account because the       
investment professional may be unable to devote equal time and attention to each
account. The investment professional or investment professional teams for each  
client may have responsibilities for managing all or a portion of the           
investments of multiple accounts with a common investment strategy, including   
other registered investment companies, unregistered investment vehicles, such as
hedge funds, pension plans, separate accounts, collective trusts and charitable 
foundations. Among other things, the Adviser's policies and procedures provide  
for the prompt dissemination to investment professionals of initial or changed  
investment recommendations by analysts so that investment professionals are     
better able to develop investment strategies for all accounts they manage. In   
addition, investment decisions by investment professionals are reviewed for the 
purpose of maintaining uniformity among similar accounts and ensuring that      
accounts are treated equitably. No investment professional that manages client  
accounts carrying performance fees is compensated directly or specifically for  
the performance of those accounts. Investment professional compensation reflects
a broad contribution in multiple dimensions to long-term investment success for 
our clients and is not tied specifically to the performance of any particular   
client's account, nor is it directly tied to the level or change in level of    
assets under management.                                                        

     Allocating Investment Opportunities. The Adviser has policies and
procedures intended to address conflicts of interest relating to the allocation 
of investment opportunities. These policies and procedures are designed to      
ensure that information relevant to investment decisions is disseminated        
promptly within its portfolio management teams and investment opportunities are 
allocated equitably among different clients. The investment professionals at the
Adviser routinely are required to select and allocate investment opportunities  
among accounts. Portfolio holdings, position sizes, and industry and sector     
exposures tend to be similar across similar accounts, which minimizes the       
potential for conflicts of interest relating to the allocation of investment    
opportunities. Nevertheless, investment opportunities may be allocated          
differently among accounts due to the particular characteristics of an account, 
such as size of the account, cash position, tax status, risk tolerance and      
investment restrictions or for other reasons.                                   

   The Adviser's procedures are also designed to prevent potential
conflicts of interest that may arise when the Adviser has a particular financial
incentive, such as a performance-based management fee, relating to an account.  
An investment professional may perceive that he or she has an incentive to      
devote more time to developing and analyzing investment strategies and          
opportunities or allocating securities preferentially to accounts for which the 
Adviser could share in investment gains.                                        

      To address these conflicts of interest, the Adviser's policies and
procedures require, among other things, the prompt dissemination to investment  
professionals of any initial or changed investment recommendations by analysts; 
the aggregation of orders to facilitate best execution for all accounts; price  
averaging for all aggregated orders; objective allocation for limited investment
opportunities (e.g., on a rotational basis) to ensure fair and equitable        
allocation among accounts; and limitations on short sales of securities. These  
procedures also require documentation and review of justifications for any      
decisions to make investments only for select accounts or in a manner           
disproportionate to the size of the account.                                    

Portfolio Manager Compensation                                                  
------------------------------                                                  

      The Adviser's compensation program for investment professionals is
designed to be competitive and effective in order to attract and retain the     
highest caliber employees. The compensation program for investment professionals
is designed to reflect their ability to generate long-term investment success   
for our clients, including shareholders of the AllianceBernstein Mutual Funds.  
Investment professionals do not receive any direct compensation based upon the  
investment returns of any individual client account, nor is compensation tied   
directly to the level or change in level of assets under management. Investment 
professionals' annual compensation is comprised of the following:               

    (i) Fixed base salary: This is generally the smallest portion of
compensation. The base salary is a relatively low, fixed salary within a similar
range for all investment professionals. The base salary is determined at the    
outset of employment based on level of experience, does not change significantly
from year-to-year and hence, is not particularly sensitive to performance.      

      (ii) Discretionary incentive compensation in the form of an annual
cash bonus: the Adviser's overall profitability determines the total amount of  
incentive compensation available to investment professionals. This portion of   
compensation is determined subjectively based on qualitative and quantitative   
factors. In evaluating this component of an investment professional's           
compensation, the Adviser considers the contribution to his/her team or         
discipline as it relates to that team's overall contribution to the long-term   
investment success, business results and strategy of the Adviser. Quantitative  
factors considered include, among other things, relative investment performance 
(e.g., by comparison to competitor or peer group funds or similar styles of     
investments, and appropriate, broad-based or specific market indices), and      
consistency of performance. There are no specific formulas used to determine    
this part of an investment professional's compensation and the compensation is  
not tied to any pre-determined or specified level of performance. The Adviser   
also considers qualitative factors such as the complexity and risk of investment
strategies involved in the style or type of assets managed by the investment    
professional; success of marketing/business development efforts and client      
servicing; seniority/length of service with the firm; management and supervisory
responsibilities; and fulfillment of the Adviser's leadership criteria.         

          (iii) Discretionary incentive compensation in the form of awards under
the Adviser's Partners Compensation Plan ("deferred awards"): the Adviser's     
overall profitability determines the total amount of deferred awards available  
to investment professionals. The deferred awards are allocated among investment 
professionals based on criteria similar to those used to determine the annual   
cash bonus. There is no fixed formula for determining these amounts. Deferred   
awards, for which there are various investment options, vest over a four-year   
period and are generally forfeited if the employee resigns or the Adviser       
terminates his/her employment. Investment options under the deferred awards plan
include many of the same AllianceBernstein Mutual Funds offered to mutual fund  
investors, thereby creating a close alignment between the financial interests of
the investment professionals and those of the Adviser's clients and mutual fund 
shareholders with respect to the performance of those mutual funds. The Adviser 
also permits deferred award recipients to allocate up to 50% of their award to  
investments in the Adviser's publicly traded equity securities.(2)              

----------                                                                      
(2)  Prior to 2002, investment professional compensation also included          
discretionary long-term incentive in the form of restricted grants of 
Alliance Capital's Master Limited Partnership Units.                  

          (iv) Contributions under the Adviser's Profit Sharing/401(k) Plan: The
contributions are based on the Adviser's overall profitability. The amount and  
allocation of the contributions are determined at the sole discretion of        
the Adviser.                                                                    

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

EXPENSES OF THE FUND

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

Distribution Agreement                                                          
----------------------                                                          

        The Fund has entered into a Distribution Agreement (the "Agreement")
with AllianceBernstein Investment, Inc. the Fund's principal underwriter (the   
"Principal Underwriter"), which has its principal offices at 1345 Avenue of the 
Americas, New York, New York, 10105. The Agreement provides that the selection  
and nomination of Directors who are not interested persons of the Fund (as      
defined in the Act) are committed to the discretion of such disinterested       
Directors then in office.                                                       

         In approving the Agreement, the Directors of the Fund determined that
there was a reasonable likelihood that the Agreement would benefit the Fund and 
its shareholders. Information with respect to distribution services fees and    
other revenues and expenses of the Principal Underwriter will be presented to   
the Directors each year for their consideration in connection with their        
deliberations as to the continuance of the Agreement. In their review of the    
Agreement, the Directors will be asked to take into consideration separately    
with respect to each Portfolio the distribution expenses (if any) incurred with 
respect to such Portfolio.                                                      

          Shares of the Portfolios were not offered until [______] and under the
Distribution Agreement with respect to the Portfolios, the Principal Underwriter
does not receives fees in connection distribution of the Portfolios;            
consequently, the Fund did not pay distribution fees for the Portfolios during  
the Fund's fiscal year ended April 30, 2005. The Agreement became effective on  
_______, 2006, for an initial two-year period with respect to shares in the     
Portfolios. The Agreement remains in effect from year to year with respect to   
shares of a Portfolio, provided, however, that such continuance with respect to 
that class is specifically approved annually by the Directors of the Fund or by 
vote of the holders of a majority of the outstanding voting securities (as      
defined in the Act) of a Portfolio, and in either case, by a majority of the    
Directors of the Fund who are not parties to the Agreement or interested        
persons, as defined in the Act, of any such party (other than as directors of   
the Fund).                                                                      

       All material amendments to the Agreement will become effective only
upon approval as provided in the preceding paragraph; and the Agreement may not 
be amended in order to increase materially the costs that the Fund may bear     
pursuant to the Agreement without the approval of a majority of the holders of  
the outstanding voting shares of the Fund or the class or classes of the Fund   
affected. The Agreement may be terminated (a) by the Fund without penalty at any
time by a majority vote of the holders of the Fund's outstanding voting         
securities, voting separately by class, or by a majority vote of the            
disinterested Directors or (b) by the Principal Underwriter. To terminate the   
Agreement, any party must give the other parties 60 days' written notice. The   
Fund is not required to give prior notice to the Principal Underwriter. The     
Agreement will terminate automatically in the event of its assignment           

Transfer Agency Agreement                                                       
-------------------------                                                       

    AGIS, P.O. Box 786003, San Antonio, TX 78278-6003, is the Fund's
Transfer Agent. AGIS, an indirect wholly-owned subsidiary of the Adviser,       
receives a minimum transfer agency fee per month for shares of the Fund, plus   
reimbursement for out-of-pocket expenses.                                       

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

 PURCHASE AND REDEMPTION OF SHARES

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

Shares of the Portfolios are offered exclusively to certain 
institutional clients of the Adviser. The Fund may refuse any order for the     
purchase of shares. The Fund reserves the right to suspend the sale of a        
Portfolio's shares in response to conditions in the securities markets or for   
other reasons.                                                                  

         In order to open your account, the Fund is required to obtain certain
information from you for identification purposes. This information may include  
name, date of birth, permanent residential address and social security/taxpayer 
identification number. It will not be possible to establish your account without
this information. If the Fund is unable to verify the information provided, your
account may be closed and other appropriate action may be taken as permitted by 
law.                                                                            

  An order for the purchase of shares of a Portfolio will become
effective, and the shares purchased will receive the dividend on shares declared
on that day, if such order is received by 5:00 p.m. (Eastern time) and Federal  
Funds or bank wire monies are received by 5:00 p.m. (Eastern time) on such day. 
Federal Funds are a bank's deposits in a Federal Reserve Bank. These funds can  
be transferred by Federal Reserve wire from the account of one member bank to   
that of another member bank on the same day and are considered to be immediately
available funds; similar immediate availability is accorded monies received by  
bank wire. Money transmitted by a check drawn on a member of the Federal Reserve
System is converted to Federal Funds in one business day following receipt.     
Checks drawn on banks which are not members of the Federal Reserve System may   
take longer. All payments (including checks from individual investors) must be  
in United States dollars.                                                       

          All shares purchased are confirmed monthly to each shareholder and are
credited to his or her account at net asset value. To avoid unnecessary expense 
to the Fund and to facilitate the immediate redemption of shares, stock         
certificates, for which no charge is made, are not issued except upon the       
written request of the shareholder. Certificates are not issued for fractional  
shares. Shares for which certificates have been issued are not eligible for any 
of the optional methods of withdrawal. The Fund reserves the right to reject any
purchase order.                                                                 

    A "business day," during which purchases and redemptions of Fund
shares can become effective and the transmittal of redemption proceeds can      
occur, is considered for Fund purposes as any weekday on which the Exchange is  
open for trading and which is not a bank holiday. The Exchange is generally     
closed on national holidays and on Good Friday and Martin Luther King, Jr. Day; 
if one of these holidays falls on a Saturday or Sunday, purchases and           
redemptions will likewise not be processed on the preceding Friday or the       
following Monday, respectively. On any such day that is an official bank        
holiday, neither purchases nor wired redemptions can become effective because   
Federal Funds cannot be received or sent. The right of redemption may be        
suspended or the date of a redemption payment postponed for any period during   
which the Exchange is closed (other than customary weekend and holiday          
closings), when trading on the Exchange is restricted, or an emergency (as      
determined by the Commission) exists, or the Commission has ordered such a      
suspension for the protection of shareholders. The value of a shareholder's     
investment at the time of redemption may be more or less than his cost,         
depending on the market value of the securities held by the Fund at such time   
and the income earned. No interest will accrue on amounts represented by        
uncashed redemption checks.                                                     

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

DAILY DIVIDENDS - DETERMINATION OF NET ASSET VALUE

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

     All net income of a Portfolio is determined at 5:00 p.m. (Eastern
time) and is paid immediately thereafter pro rata to shareholders of record of  
that Portfolio via automatic investment in additional full and fractional shares
in each shareholder's account at the rate of one share for each dollar          
distributed.                                                                    

       A Portfolio's net income consists of all accrued interest income on
assets less expenses allocable to that Portfolio (including accrued expenses and
fees payable to the Adviser) applicable to that dividend period. Realized gains 
and losses of each Portfolio are reflected in its net asset value and are not   
included in net income. Net asset value per share of each Portfolio is expected 
to remain constant at $1.00 since all net income of each Portfolio is declared  
as a dividend each time net income is determined and net realized gains and     
losses, if any, are expected to be relatively small.                            

        The valuation of each Portfolio's portfolio securities is based upon
their amortized cost which does not take into account unrealized securities     
gains or losses as measured by market valuations. The amortized cost method     
involves valuing an instrument at its cost and thereafter applying a constant   
amortization to maturity of any discount or premium, regardless of the impact of
fluctuating interest rates on the market value of the instrument. During periods
of declining interest rates, the daily yield on shares of a Portfolio may be    
higher than that of a fund with identical investments utilizing a method of     
valuation based upon market prices for its portfolio instruments; the converse  
would apply in a period of rising interest rates.                               

     The Fund maintains procedures designed to maintain, to the extent
reasonably possible, the price per share of each Portfolio as computed for the  
purpose of sales and redemptions at $1.00. Such procedures include review of a  
Portfolio's portfolio holdings by the Directors at such intervals as they deem  
appropriate to determine whether and to what extent the net asset value of each 
Portfolio calculated by using available market quotations or market equivalents 
deviates from net asset value based on amortized cost. There can be no          
assurance, however, that the Fund's net asset value per share will remain       
constant at $1.00.                                                              

       The net asset value of the shares of a Portfolio is determined each
Fund business day (and on such other days as the Directors deem necessary) at   
5:00 p.m. (Eastern time). The net asset value per share of a Portfolio is       
calculated by taking the sum of the value of the Portfolio's investments and any
cash or other assets, subtracting liabilities, and dividing by the total number 
of shares of that Portfolio outstanding. All expenses, including the fees       
payable to the Adviser, are accrued daily.                                      

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

 TAXES

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

    Each of the Prime STIF and Government STIF Portfolios intends to
qualify for each taxable year as a "regulated investment company" under the     
Internal Revenue Code of 1986, as amended (the "Code"), and, as such, will not  
be liable for Federal income and excise taxes on the investment company taxable 
income and net capital gains distributed to its shareholders. Since each        
Portfolio of the Fund distributes all of its investment company taxable income  
and net capital gains, each Portfolio should thereby avoid all Federal income   
and excise taxes.                                                               

          Distributions out of taxable interest income, other investment income,
and short-term capital gains are taxable to shareholders as ordinary income.    
Since each Portfolio's investment income is derived from interest rather than   
dividends, no portion of such distributions is eligible for the                 
dividends-received deduction available to corporations. Furthermore, since each 
Portfolio's investment income is derived from interest rather than dividends, it
is expected that for individual shareholders no portion of such distributions   
will be treated as "qualified dividend income" taxable at a minimum rate of 15% 
(5% for individuals in lower tax brackets). Long-term capital gains, if any,    
distributed by a Portfolio to a shareholder are taxable to the shareholder as   
long-term capital gain, irrespective of the length of time he may have held his 
shares. Any loss realized on shares held for six months or less will be treated 
as a long-term capital loss for Federal income tax purposes to the extent of any
long-term capital gain distributions received on such shares. Distributions of  
short and long-term capital gains, if any, are normally made once each year     
shortly before the close of the Portfolio's fiscal year, although such          
distributions may be made more frequently if necessary in order to maintain the 
Portfolio's net asset value at $1.00 per share.                                 

          Shareholders may be subject to state and local taxes on distributions.
Each investor should consult his own tax adviser to determine the status of     
distributions in his particular state or locality.                              

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

PORTFOLIO TRANSACTIONS

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

Portfolio Transactions                                                          
----------------------                                                          

    Subject to the general supervision of the Directors of the Fund,
the Adviser is responsible for the investment decisions and the placing of the  
orders for portfolio transactions for the Portfolios. Because the Portfolios    
invest in securities with short maturities, there is a relatively high portfolio
turnover rate. However, the turnover rate does not have an adverse effect upon  
the net yield and net asset value of the Portfolio's shares since the portfolio 
transactions occur primarily with issuers, underwriters or major dealers in     
money market instruments acting as principals. Such transactions are normally on
a net basis which do not involve payment of brokerage commissions. The cost of  
securities purchased from an underwriter usually includes a commission paid by  
the issuer to the underwriters; transactions with dealers normally reflect the  
spread between bid and asked prices.                                            

   The Portfolios have no obligation to enter into transactions in
portfolio securities with any dealer, issuer, underwriter or other entity. In   
placing orders, it is the policy of each Portfolio to obtain the best price and 
execution for its transactions. Where best price and execution may be obtained  
from more than one dealer, the Adviser may, in its discretion, purchase and sell
securities through dealers who provide research, statistical and other          
information to the Adviser. Such services may be used by the Adviser for all of 
its investment advisory accounts and, accordingly, not all such services may be 
used by the Adviser in connection with a Portfolio. The supplemental information
received from a dealer is in addition to the services required to be performed  
by the Adviser under the Advisory Agreement, and the expenses of the Adviser    
will not necessarily be reduced as a result of the receipt of such information. 

Disclosure of Portfolio Holdings                                                
--------------------------------                                                

      The Fund believes that the ideas of the Adviser's investment staff
should benefit the Fund and its shareholders, and does not want to afford       
speculators an opportunity to profit by anticipating Fund trading strategies or 
using Fund information for stock picking. However, the Fund also believes that  
knowledge of its portfolio holdings can assist shareholders in monitoring their 
investment, making asset allocation decisions, and evaluating portfolio         
management techniques.                                                          

The Adviser has adopted, on behalf of the Fund, policies and
procedures relating to disclosure of the Fund's portfolio securities. The       
policies and procedures relating to disclosure of the Fund's portfolio          
securities are designed to allow disclosure of portfolio holdings information   
where necessary to the Fund's operation or useful to the Fund's shareholders    
without compromising the integrity or performance of the Fund. Except when there
are legitimate business purposes for selective disclosure and other conditions  
(designed to protect the Fund and its shareholders) are met, the Fund does not  
provide or permit others to provide information about its portfolio holdings on 
a selective basis.                                                              

   The Fund includes portfolio holdings information as required in
regulatory filings and shareholder reports, discloses portfolio holdings        
information as required by federal or state securities laws and may disclose    
portfolio holdings information in response to requests by governmental          
authorities. In addition, the Adviser may post portfolio holdings information on
the Adviser's website (www.AllianceBernstein.com). For each portfolio security, 
the posted information includes its name, the number of shares held by the Fund,
the market value of the Fund's holdings, and the percentage of the Fund's assets
represented by the Fund's holdings. The day after portfolio holdings information
is publicly available on the website, it may be mailed, e-mailed or otherwise   
transmitted to any person.                                                      

The Adviser may distribute or authorize the distribution of 
information about the Fund's portfolio holdings that is not publicly available, 
on the website or otherwise, to the Adviser's employees and affiliates that     
provide services to the Fund. In addition, the Adviser may distribute or        
authorize distribution of information about the Fund's portfolio holdings that  
is not publicly available, on the website or otherwise, to the Fund's service   
providers who require access to the information in order to fulfill their       
contractual duties relating to the Fund, to facilitate the review of the Fund by
rating agencies, for the purpose of due diligence regarding a merger or         
acquisition, or for the purpose of effecting in-kind redemption of securities to
facilitate orderly redemption of portfolio assets and minimal impact on         
remaining Fund shareholders. The Adviser does not expect to disclose information
about the Fund's portfolio holdings that is not publicly available to the Fund's
individual or institutional investors or to intermediaries that distribute the  
Fund's shares. Information may be disclosed with any frequency and any lag, as  
appropriate.                                                                    

    Before any non-public disclosure of information about the Fund's
portfolio holdings is permitted, however, Alliance's Mutual Fund Compliance     
Director must determine that the Fund has a legitimate business purpose for     
providing the portfolio holdings information, that the disclosure is in the best
interests of the Fund's shareholders, and that the recipient agrees or has a    
duty to keep the information confidential and agrees not to trade directly or   
indirectly based on the information or to use the information to form a specific
recommendation about whether to invest in the Fund or any other security. Under 
no circumstances may the Adviser or its affiliates receive any consideration or 
compensation for disclosing the information.                                    

    The Adviser has established procedures to ensure that the Fund's
portfolio holdings information is only disclosed in accordance with these       
policies. Only the Adviser's Mutual Fund Compliance Director (or his designee)  
may approve the disclosure, and then only if he or she and a designated senior  
officer in the Adviser's product management group determines that the disclosure
serves a legitimate business purpose of the Fund and is in the best interest of 
the Fund's shareholders. The Adviser's Mutual Fund Compliance Director (or his  
designee) approves disclosure only after considering the anticipated benefits   
and costs to the Fund and its shareholders, the purpose of the disclosure, any  
conflicts of interest between the interests of the Fund and its shareholders and
the interests of the Adviser or any of its affiliates, and whether the          
disclosure is consistent with the policies and procedures governing disclosure. 
Only someone approved by the Adviser's Mutual Fund Compliance Director (or his  
designee) may make approved disclosures of portfolio holdings information to    
authorized recipients. The Adviser reserves the right to request certifications 
from senior officers of authorized recipients that the recipient is using the   
portfolio holdings information only in a manner consistent with the Adviser's   
policy and any applicable confidentiality agreement. The Adviser's Mutual Fund  
Compliance Director or another member of the compliance team reports all        
arrangements to disclose portfolio holdings information to the Fund's Board of  
Directors on a quarterly basis. If the Board determines that disclosure was     
inappropriate, the Adviser will promptly terminate the disclosure arrangement.  

    In accordance with these procedures, each of the following third
parties have been approved to receive information concerning the Fund's         
portfolio holdings: (i) the Fund's independent registered public accounting     
firm, for use in providing audit opinions; (ii) Data Communique International   
and, from time to time, other financial printers, for the purpose of preparing  
Fund regulatory filings; (iii) the Fund's custodian in connection with its      
custody of the Fund's assets; (iv) Institutional Shareholder Services, Inc. for 
proxy voting services; and (v) data aggregators, such as Vestek. Information may
be provided to these parties at any time with no time lag. Each of these parties
is contractually and ethically prohibited from sharing the Fund's portfolio     
holdings information unless specifically authorized.                            

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

 GENERAL INFORMATION

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

Capitalization                                                                  
--------------                                                                  

        Each of the Portfolios is a series of AllianceBernstein Fixed-Income
Shares, Inc., an open-end management investment company registered under the Act
and organized as a Maryland corporation on March 21, 1990. Maryland law does not
require annual meetings of shareholders and it is anticipated that shareholder  
meetings will be held only when required by federal or Maryland law.            

     All shares of each Portfolio participate equally in dividends and
distributions from that Portfolio, including any distributions in the event of a
liquidation. Each share of a Portfolio is entitled to one vote for all purposes.
Shares of all classes vote for the election of Directors and on any other matter
that affects all Portfolios in substantially the same manner as a single class, 
except as otherwise required by law. As to matters affecting each Portfolio     
differently, such as approval of the Advisory Agreement, shares of each         
Portfolio vote as a separate class. There are no conversion or preemptive rights
in connection with any shares of the Fund. Since voting rights are              
noncumulative, holders of more than 50% of the shares voting for the election of
Directors can elect all of the Directors. Shareholders have available certain   
procedures for the removal of directors. All shares of each Portfolio when duly 
issued will be fully paid and non-assessable. The rights of the holders of      
shares of a class may not be modified except by the vote of a majority of the   
outstanding shares of such class.                                               

    The Board of Directors is authorized to reclassify and issue any
unissued shares to any number of additional series without shareholder approval.
Accordingly, the Directors in the future, for reasons such as the desire to     
establish one or more additional portfolios with different investment           
objectives, policies or restrictions, may create additional series of shares.   
Any issuance of shares of another class would be governed by the Act and        
Maryland law.                                                                   

          As of the close of business on [___], 2006, the Portfolios outstanding
shares were: [_______] shares of the Prime STIF Portfolio and [________] shares 
of the Government STIF Portfolio. Set forth and discussed below is certain      
information as to all persons who owned of record or beneficially 5% or more of 
the outstanding shares of a Portfolio at [______], 2006:                        

                        No. of              % of
Name and Address                        Shares              Series              
----------------                        ------              ------              

Prime Portfolio                                                                 
---------------                                                                 

Alliance Capital Management             [________]          100.00%             
Attn: Sarah Powell                                                              
1345 Avenue of the Americas                                                     
New York, NY  10105                                                             

Government STIF Portfolio                                                       
-------------------------                                                       

Alliance Capital Management             [________]          100.00%             
Attn: Sarah Powell                                                              
1345 Avenue of the Americas                                                     
New York, NY  10105                                                             

        Custodian. State Street Bank and Trust Company, 225 Franklin Street,
Boston, Massachusetts 02110, acts as custodian for the securities and cash of   
the Portfolios but plays no part in deciding the purchase or sale of portfolio  
securities.                                                                     

     Legal Matters. The legality of the shares offered hereby has been
passed upon by Seward & Kissel LLP, New York, New York, counsel for the Fund and
the Adviser.                                                                    

       Independent Registered Public Accounting Firm. Ernst & Young LLP, 5
Times Square, New York, New York, 10036 has been appointed as the independent   
registered public accounting firm for the Fund                                  

Yield Quotations and Performance Information. Advertisements
containing yield quotations for one or more Portfolios for the Fund may from    
time to time be sent to investors or placed in newspapers, magazines or other   
media on behalf of the Fund. These advertisements may quote performance         
rankings, ratings or data from independent organizations or financial           
publications such as Lipper Inc., Morningstar, Inc., IBC's Money Fund Report,   
IBC's Money Market Insight or Bank Rate Monitor or compare the Fund's           
performance to bank money market deposit accounts, certificates of deposit or   
various indices. Yield quotations are calculated in accordance with the         
standardized method referred to in Rule 482 under the Securities Act.           

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

FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT
 REGISTERED PUBLIC ACCOUNTING FIRM

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

Ernst & Young LLP is the Fund's independent registered public accounting firm.  
The Fund's annual reports for the Portfolios (when available) will be available 
without charge upon request by calling AGIS at (800) 221-5672. The Fund's       
financial statements include the financial statements of each of the Fund's     
Portfolios.                                                                     

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

 APPENDIX A:
 COMMERCIAL PAPER AND BOND RATINGS

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

"Prime-1" is the highest commercial paper rating assigned by Moody's Investors  
Service, Inc. ("Moody's"), and indicates superior ability for repayment of      
senior short-term debt obligations. "Prime-2" is the second highest, and denotes
a strong, but somewhat lesser degree of assurance. Commercial paper issuers     
rated "Prime" have the following characteristics: their short-term debt         
obligations carry the smallest degree of investment risk; margins of support for
current indebtedness are large or stable with cash flow and asset protection    
well assured; current liquidity provides ample coverage of near-term liabilities
and unused alternative financing arrangements are generally available; and while
protective elements may change over the intermediate or longer term, such       
changes are most unlikely to impair the fundamentally strong position of        
short-term obligations.                                                         

Commercial paper issuers rate "A" by Standard & Poor's Rating Services          
("Standard & Poor's") have the following characteristics: liquidity ratios are  
better than industry average; long term debt is "A" or better; the issuer has   
access to at least two additional channels of borrowing; basic earnings and cash
flow are in an upward trend; and typically, the issuer is a strong company in a 
well-established industry with superior management. Standard & Poor's uses the  
numbers 1+, 1, 2 and 3 to denote relative strength within its highest           
classification of "A". The numbers 1 and 2 indicate the relative degree of      
safety regarding timely payment with "A-1" paper being somewhat higher than     
"A-3".                                                                          

Commercial paper rated "F1" by Fitch Ratings is considered to be the highest    
grade paper and is regarded as having the strongest degree of assurance for     
timely payment, with "F1+" denoting an exceptionally strong assurance. "F2" is  
considered very good grade paper and reflects an assurance of timely payment    
only slightly less in degree than the strongest issue.                          

Bonds rated "AAA" and "Aaa" have the highest ratings assigned to debt           
obligations by Standard & Poor's and Moody's, respectively. Standard & Poor's   
"AAA" rating indicates an extremely strong capacity to pay principal and        
interest. Bonds rated "AA" by Standard & Poor's also qualify as high-quality    
debt obligations. Capacity to pay principal and interest is very strong, and in 
the majority of instances they differ from "AAA" issues only in small degree.   
Standard & Poor's "A" rated bonds have a strong capacity to pay interest and    
repay principal but are somewhat more susceptible to the adverse effects of     
change in circumstances and economic conditions than are higher rated bonds.    

Moody's "Aaa" rating indicates the ultimate degree of protection as to principal
and interest. Moody's "Aa" rated bonds, though also high-grade issues, are rated
lower than "Aaa" bonds because margins of protection may not be as large,       
fluctuations of protective elements may be of greater amplitude or there may be 
other elements present which make the long term risks appeal somewhat larger.   
Moody's "A" rated bonds are considered upper medium grade obligations possessing
many favorable investment attributes. Although factors giving security to       
principal and interest are considered adequate, elements may exist which suggest
that the bonds may be susceptible to impairment sometime in the future.         

00250.0132 # #618517v5                                                          

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PART C
 OTHER INFORMATION

ITEM 23.  Exhibits                                                              

         (a)  (1)  Articles of Incorporation of the Registrant dated March 22,
           1990 - Incorporated by reference to Exhibit 1(a) to
                    Post-Effective Amendment No. 13 to Registrant's Registration
             Statement on Form N-1A, filed with the Securities and
Exchange Commission on August 28, 1997. 

            (2)  Certificate of Correction to Articles of Incorporation of
            the Registrant dated June 21, 1990 - Incorporated by
                    reference to Exhibit 1(a) to Post-Effective Amendment No. 13
                  to Registrant's Registration Statement on Form N-1A, filed
                 with the Securities and Exchange Commission on August 28,
1997.                                   

               (3)  Articles Supplementary of the Registrant dated July 17, 1992
      - Incorporated by reference to Exhibit 1(b) to
                    Post-Effective Amendment No. 13 to Registrant's Registration
             Statement on Form N-1A, filed with the Securities and
Exchange Commission on August 28, 1997. 

               (4)  Articles of Amendment of the Registrant dated June 2, 1998 -
                   Incorporated by reference to Exhibit 1(d) to Post-Effective
                  Amendment No. 15 to Registrant's Registration Statement on
                    Form N-1A, filed with the Securities and Exchange Commission
on June 26, 1998.                       

              (5)  Articles Supplementary of the Registrant dated June 2, 1998
      - Incorporated by reference to Exhibit 1(e) to
                    Post-Effective Amendment No. 15 to Registrant's Registration
             Statement on Form N-1A, filed with the Securities and
Exchange Commission on June 26, 1998.   

              (6)  Articles of Amendment of the Registrant dated June 25, 1998
      - Incorporated by reference to Exhibit 1(f) to
                    Post-Effective Amendment No. 15 to Registrant's Registration
             Statement on Form N-1A, filed with the Securities and
Exchange Commission on June 26, 1998.   

             (7)  Articles Supplementary of the Registrant dated December 6,
             1999 - Incorporated by reference to Exhibit (a)(7) to
                    Post-Effective Amendment No. 22 to Registrant's Registration
             Statement on Form N-1A, filed with the Securities and
Exchange Commission on August 30, 2001. 

            (8)  Articles of Amendment of the Registrant dated December 6,
             1999 - Incorporated by reference to Exhibit (a)(8) to
                    Post-Effective Amendment No. 22 to Registrant's Registration
             Statement on Form N-1A, filed with the Securities and
Exchange Commission on August 30, 2001. 

               (9)  Articles Supplementary of the Registrant dated July 19, 2000
        - Incorporated by reference to Exhibit (a)(9) to
                    Post-Effective Amendment No. 22 to Registrant's Registration
             Statement on Form N-1A, filed with the Securities and
Exchange Commission on August 30, 2001. 

             (10) Articles Supplementary of the Registrant dated November 6,
             2000 - Incorporated by reference to Exhibit (a)(7) to
                    Post-Effective Amendment No. 20 to Registrant's Registration
             Statement on Form N-1A, filed with the Securities and
 Exchange Commission on November 22, 2000.

            (11) Certificate of Correction to Articles of Incorporation of
                the Registrant dated November 29, 2000 - Incorporated by
                   reference to Exhibit (a)(8) to Post-Effective Amendment No.
               21 to Registrant's Registration Statement on Form N-1A,
            filed with the Securities and Exchange Commission on
February 2, 2001.                       

             (12) Articles Supplementary of the Registrant dated February 1,
             2001 - Incorporated by reference to Exhibit (a)(9) to
                  Post-Effective Amendment No. 21 to Registrant's Registrant
             Statement on Form N-1A, filed with the Securities and
Exchange Commission on February 2, 2001.

           (13) Articles of Amendment of the Registrant dated August 26,
              2003 - Incorporated by reference to Exhibit (a)(13) to
           Post-Effective Amendment No. 24 of the Registrant's
           Registration Statement on Form N-1A, filed with the
              Securities and Exchange Commission on August 29, 2003.

           (14) Articles of Amendment of the Registrant - To be filed by
amendment                               

            (15) Articles Supplementary of the Registrant - To be filed by
amendment.                              

        (16) Amended and Restated Articles of Incorporation of the
Registrant - To be filed by amendment.  

   (b)  By-Laws - Amended and Restated - To be filed by amendment.

(c)  Not Applicable.                                        

    (d)  (1)  Advisory Agreement between the Registrant and Alliance
           Capital Management L.P., amended February 1, 2001 -
                  Incorporated by reference to Exhibit (d) to Post-Effective
                  Amendment No. 21 to Registrant's Registration Statement on
                    Form N-1A, filed with the Securities and Exchange Commission
on February 2, 2001.                    

               (2)  Advisory Agreement between the Registrant(for the Prime STIF
             Portfolio and Government STIF Portfolio) and Alliance
           Capital Management L.P. - To be filed by amendment.

(e)  (1)  Distribution Agreement between the Registrant and 
                   AllianceBernstein Investment Research and Management, Inc.,
               amended February 1, 2001 - Incorporated by reference to
             Exhibit (e) to Post-Effective Amendment No. 21 of the
               Registrant's Registration Statement on Form N-1A, filed
February 2, 2001.                       

    (2)  Distribution Agreement between the Registrant and
                    AllianceBernstein Investment Research and Management, Inc. -
To be filed by amendment.               

(f)  Not applicable.                                        

          (g)  Custody Agreement between the Registrant and The Bank of New York
           - Incorporated by reference to Exhibit g(2) to Post-Effective
             Amendment No. 23 to Registrant's Registration Statement on Form
               N-1A, filed with the Securities and Exchange Commission on August
29, 2002.                                         

      (h)  Transfer Agency Agreement between the Registrant and Alliance
             Fund Services, Inc. - Incorporated by reference to Exhibit 9 to
          Post-Effective Amendment No. 13 to Registrant's Registration
            Statement on Form N-1A, filed with the Securities and Exchange
Commission on August 28, 1997.                    

    (i)  Opinion and Consent of Seward & Kissel LLP - To be filed by
amendment.                                        

          (j)  Consent of the Independent Registered Public Accounting Firm - To
be filed by amendment.                            

(k)  Not applicable.                                        

(l)  Not applicable.                                        

(m)  See Exhibit (e).                                       

         (n)  Amended and Restated Rule 18f-3 Plan on behalf of the Registrant
        - Incorporated by reference to Exhibit n to Post-Effective
             Amendment No. 25 to Registrant's Registration Statement on Form
               N-1A, filed with the Securities and Exchange Commission on August
31, 2004.                                         

(o)  Reserved.                                              

(p)  Not applicable (Money Market Fund).                    

Other Exhibits:                                             

          Powers of Attorney for Ruth Block, David H. Dievler, John H.
        Dobkin, William H. Foulk, Marc O. Mayer, - Incorporated by
          reference to Exhibit n to Post-Effective Amendment No. 25 to
              Registrant's Registration Statement on Form N-1A, filed with the
    Securities and Exchange Commission on August 31, 2004.

          Powers of Attorney for: Michael J. Downey, D. James Guzy and
 Marshall C. Turner, Jr. - To be filed by amendment.

ITEM 24.       Persons Controlled by or under Common Control with the Fund.     

               Registrant does not control any person. Information regarding the
              persons under common control with the Registrant is contained in
            Exhibit 22 to the Registration Statement on Form S-1 under the
       Securities Act of 1933 of The Equitable Holding Companies
Incorporated (Registration No. 33-48115).         

ITEM 25.       Indemnification                                                  

          It is the Registrant's policy to indemnify its directors and
        officers, employees and other agents to the maximum extent
              permitted by Section 2-418 of the General Corporation Law of the
     State of Maryland and as set forth in Article EIGHTH of
              Registrant's Articles of Incorporation, filed as Exhibit (a)(1),
           and Section 7 of the Distribution Services Agreement filed as
          Exhibit (e)(1), all as set forth below. The liability of the
          Registrant's directors and officers is dealt with in Article
            EIGHTH of Registrant's Articles of Incorporation, as set forth
         below. The Adviser's liability for any loss suffered by the
             Registrant or its shareholders is set forth in Section 4 of the
          Advisory Agreement filed as Exhibit (d) to this Registration
Statement, as set forth below.                    

            Section 2-418 of the Maryland General Corporation Law reads as
follows:                                          

          "2-418 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
               AGENTS.--(a) In this section the following words have the meaning
indicated.                                        

                   (1) "Director" means any person who is or was a director of
     a corporation and any person who, while a director of a
              corporation, is or was serving at the request of the corporation
             as a director, officer, partner, trustee, employee, or agent of
         another foreign or domestic corporation, partnership, joint
         venture, trust, other enterprise, or employee benefit plan.

          (2) "Corporation" includes any domestic or foreign
             predecessor entity of a corporation in a merger, consolidation,
              or other transaction in which the predecessor's existence ceased
upon consummation of the transaction.             

(3) "Expenses" include attorney's fees. 

    (4) "Official capacity" means the following:

                         (i) When used with respect to a director, the
  office of director in the corporation; and

                              (ii) When used with respect to a person other than
                  a director as contemplated in subsection (j), the elective
                    or appointive office in the corporation held by the officer,
                  or the employment or agency relationship undertaken by the
       employee or agent in behalf of the corporation.

                              (iii) "Official capacity" does not include service
            for any other foreign or domestic corporation or any
                 partnership, a person who was, is, or is threatened to be
             made a named defendant or respondent in a proceeding.

                   (5) "Proceeding" means any threatened, pending or completed
  action, suit or proceeding, whether civil, criminal,
administrative, or investigative.                 

              (b) (1) A corporation may indemnify any director made a party to
               any proceeding by reason of service in that capacity unless it is
established that:                                 

                       (i) The act or omission of the director was
                 material to the matter giving rise to the proceeding; and

              1.  Was committed in bad faith; or

                       2.  Was the result of active and deliberate
  dishonesty; or

                           (ii) The director actually received an improper
            personal benefit in money, property, or services; or

                             (iii) In the case of any criminal proceeding, the
                director had reasonable cause to believe that the act or
omission was unlawful.                  

                    (2) (i) Indemnification may be against judgments, penalties,
              fines, settlements, and reasonable expenses actually incurred by
the director in connection with the proceeding.   

                            (ii) However, if the proceeding was one by or in
                the right of the corporation, indemnification may not be
               made in respect of any proceeding in which the director
                 shall have been adjudged to be liable to the corporation.

                    (3) (i) The termination of any proceeding by judgment, order
               or settlement does not create a presumption that the director did
          not meet the requisite standard of conduct set forth in this
subsection.                                       

                     (ii) The termination of any proceeding by
                   conviction, or a plea of nolo contendere or its equivalent,
               or an entry of an order of probation prior to judgment,
                  creates a rebuttable presumption that the director did not
meet that standard of conduct.          

                 (4) A corporation may not indemnify a director or advance
          expenses under this section for a proceeding brought by that
director against the corporation, except:         

                     (i)   For a proceeding brought to enforce
                              indemnification under this section; or

                 (ii)  If the charter or bylaws of the
                              corporation, a resolution of the board
                              of directors of the corporation, or an
                          agreement approved by the board of
                             directors of the corporation to which
                            the corporation is a party expressly
          provide otherwise.

           (c) A director may not be indemnified under subsection (b) of
         this section in respect of any proceeding charging improper
               personal benefit to the director, whether or not involving action
            in the director's official capacity, in which the director was
          adjudged to be liable on the basis that personal benefit was
improperly received.                              

(d) Unless limited by the charter:                

                (1) A director who has been successful, on the merits or
        otherwise, in the defense of any proceeding referred to in
         subsection (b) of this section shall be indemnified against
             reasonable expenses incurred by the director in connection with
the proceeding.                                   

                   (2) A court of appropriate jurisdiction upon application of
              a director and such notice as the court shall require, may order
indemnification in the following circumstances:   

                         (i)   If it determines a director is entitled
                               to reimbursement under paragraph (1) of
                              this subsection, the court shall order
                          indemnification, in which case the
                             director shall be entitled to recover
                     the expenses of securing such
         reimbursement; or

                       (ii)  If it determines that the director is
                         fairly and reasonably entitled to
                          indemnification in view of all the
                              relevant circumstances, whether or not
                             the director has met the standards of
                              conduct set forth in subsection (b) of
                                this section or has been adjudged liable
                            under the circumstances described in
                           subsection (c) of this section, the
                               court may order such indemnification as
                             the court shall deem proper. However,
                           indemnification with respect to any
                            proceeding by or in the right of the
                               corporation or in which liability shall
                               have been adjudged in the circumstances
                            described in subsection (c) shall be
            limited to expenses.

               (3) A court of appropriate jurisdiction may be the same
              court in which the proceeding involving the director's liability
took place.                                       

              (e) (1) Indemnification under subsection (b) of this section may
             not be made by the corporation unless authorized for a specific
 proceeding after a determination has been made that
   indemnification of the director is permissible in the
        circumstances because the director has met the standard of
  conduct set forth in subsection (b) of this section.

(2) Such determination shall be made:   

                         (i)   By the board of directors by a majority
                                vote of a quorum consisting of directors
                        not, at the time, parties to the
                               proceeding, or, if such a quorum cannot
                               be obtained, then by a majority vote of
                           a committee of the board consisting
                               solely of two or more directors not, at
                                the time, parties to such proceeding and
                              who were duly designated to act in the
                             matter by a majority vote of the full
                               board in which the designated directors
                        who are parties may participate;

                          (ii)  By special legal counsel selected by the
                            board or a committee of the board by
                                vote as set forth in subparagraph (I) of
                            this paragraph, or, if the requisite
                          quorum of the full board cannot be
                           obtained therefor and the committee
                            cannot be established, by a majority
                                vote of the full board in which director
                           who are parties may participate; or

      (iii) By the stockholders.

                    (3) Authorization of indemnification and determination as to
            reasonableness of expenses shall be made in the same manner as
             the determination that indemnification is permissible. However,
              if the determination that indemnification is permissible is made
            by special legal counsel, authorization of indemnification and
             determination as to reasonableness of expenses shall be made in
           the manner specified in subparagraph (ii) of paragraph (2) of
this subsection for selection of such counsel.    

           (4) Shares held by directors who are parties to the
          proceeding may not be voted on the subject matter under this
subsection.                                       

               (f) (1) Reasonable expenses incurred by a director who is a party
             to a proceeding may be paid or reimbursed by the corporation in
              advance of the final disposition of the proceeding, upon receipt
by the corporation of:                            

                             (i)    A written affirmation by the director of the
                             director's good faith belief that the
                         standard of conduct necessary for
                             indemnification by the corporation as
                                    authorized in this section has been met; and

                             (ii)   A written undertaking by or on behalf of the
                                director to repay the amount if it shall
                                  ultimately be determined that the standard
                    of conduct has not been met.

            (2) The undertaking required by subparagraph (ii) of
            paragraph (1) of this subsection shall be an unlimited general
           obligation of the director but need not be secured and may be
         accepted without reference to financial ability to make the
repayment.                                        

                    (3) Payments under this subsection shall be made as provided
               by the charter, bylaws, or contract or as specified in subsection
(e) of this section.                              

             (g) The indemnification and advancement of expenses provided or
           authorized by this section may not be deemed exclusive of any
       other rights, by indemnification or otherwise, to which a
       director may be entitled under the charter, the bylaws, a
      resolution of stockholders or directors, an agreement or
            otherwise, both as to action in an official capacity and as to
   action in another capacity while holding such office.

               (h) This section does not limit the corporation's power to pay or
             reimburse expenses incurred by a director in connection with an
        appearance as a witness in a proceeding at a time when the
               director has not been made a named defendant or respondent in the
proceeding.                                       

(i) For purposes of this section:                 

               (1) The corporation shall be deemed to have requested a
              director to serve an employee benefit plan where the performance
             of the director's duties to the corporation also imposes duties
             on, or otherwise involves services by, the director to the plan
or participants or beneficiaries of the plan:     

                  (2) Excise taxes assessed on a director with respect to an
              employee benefit plan pursuant to applicable law shall be deemed
fines; and                                        

                   (3) Action taken or omitted by the director with respect to
           an employee benefit plan in the performance of the director's
               duties for a purpose reasonably believed by the director to be in
            the interest of the participants and beneficiaries of the plan
             shall be deemed to be for a purpose which is not opposed to the
best interests of the corporation.                

(j) Unless limited by the charter:                

                 (1) An officer of the corporation shall be indemnified as
              and to the extent provided in subsection (d) of this section for
       a director and shall be entitled, to the same extent as a
             director, to seek indemnification pursuant to the provisions of
subsection (d);                                   

                  (2) A corporation may indemnify and advance expenses to an
               officer, employee, or agent of the corporation to the same extent
     that it may indemnify directors under this section; and

                 (3) A corporation, in addition, may indemnify and advance
              expenses to an officer, employee, or agent who is not a director
             to such further extent, consistent with law, as may be provided
             by its charter, bylaws, general or specific action of its board
of directors or contract.                         

          (k) (1) A corporation may purchase and maintain insurance on
               behalf of any person who is or was a director, officer, employee,
             or agent of the corporation, or who, while a director, officer,
             employee, or agent of the corporation, is or was serving at the
          request, of the corporation as a director, officer, partner,
        trustee, employee, or agent of another foreign or domestic
               corporation, partnership, joint venture, trust, other enterprise,
             or employee benefit plan against any liability asserted against
             and incurred by such person in any such capacity or arising out
             of such person's position, whether or not the corporation would
     have the power to indemnify against liability under the
provisions of this section.                       

                   (2) A corporation may provide similar protection, including
              a trust fund, letter of credit, or surety bond, not inconsistent
with this section.                                

                    (3) The insurance or similar protection may be provided by a
subsidiary or an affiliate of the corporation.    

               (l) Any indemnification of, or advance of expenses to, a director
             in accordance with this section, if arising out of a proceeding
         by or in the right of the corporation, shall be reported in
     writing to the stockholders with the notice of the next
stockholders' meeting or prior to the meeting."   

          Article EIGHTH of the Registrant's Articles of Incorporation
provide as follows:                               

              EIGHTH: (1) To the full extent that limitations on the liability
             of directors and officers are permitted by the Maryland General
              Corporation Law, no director or officer of the Corporation shall
           have any liability to the Corporation or its stockholders for
               damages. This limitation on liability applies to events occurring
         at the time a person serves as a director or officer of the
             Corporation whether or not such person is a director or officer
           at the time of any proceeding in which liability is asserted.

             (2) The Corporation shall indemnify and advance expenses to its
               currently acting and its former directors to the full extent that
               indemnification of directors is permitted by the Maryland General
          Corporation Law. The Corporation shall indemnify and advance
              expenses to its officers to the same extent as its directors and
            to such further extent as is consistent with law. The Board of
           Directors may by By-Law, resolution or agreement make further
              provisions for indemnification of directors, officers, employees
             and agents to the full extent permitted by the Maryland General
Corporation Law.                                  

               (3) No provision of this Article shall be effective to protect or
           purport to protect any director or officer of the Corporation
             against any liability to the Corporation or its stockholders to
      which he would otherwise be subject by reason of willful
               misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of his office. 

            (4) References to the Maryland General Corporation Law in this
      Article are to that law as from time to time amended. No
          amendment to the Charter of the Corporation shall affect any
        right of any person under this Article based on any event,
omission or proceeding prior to the amendment.    

      The Advisory Agreement between the Registrant and Alliance Capital
Management L.P. provides that Alliance Capital Management L.P. will not be      
liable under such agreement for any mistake of judgment or in any event         
whatsoever except for lack of good faith and that nothing therein shall be      
deemed to protect Alliance Capital Management L.P. against any liability to the 
Registrant or its security holders to which it would otherwise be subject by    
reason of willful misfeasance, bad faith or gross negligence in the performance 
of its duties thereunder, or by reason of reckless disregard of its duties and  
obligations thereunder.                                                         

The Distribution Agreement between the Registrant and       
AllianceBernstein Investment Research and Management, Inc. provides that the    
Registrant will indemnify, defend and hold AllianceBernstein Investment Research
and Management, Inc., and any person who controls it within the meaning of      
Section 15 of the Securities Act of 1933 (the "Securities Act"), free and       
harmless from and against any and all claims, demands, liabilities and expenses 
which AllianceBernstein Investment Research and Management, Inc. or any         
controlling person may incur arising out of or based upon any alleged untrue    
statement of a material fact contained in Registrant's Registration Statement,  
Prospectus or Statement of Additional Information or arising out of, or based   
upon any alleged omission to state a material fact required to be stated in any 
one of the foregoing or necessary to make the statements in any one of the      
foregoing not misleading.                                                       

The foregoing summaries are qualified by the entire text of 
Registrant's Articles of Incorporation, the Advisory Agreement between          
Registrant and Alliance Capital Management L.P. and the Distribution Agreement  
between Registrant and AllianceBernstein Investment Research and Management,    
Inc. which are filed herewith as Exhibits (a)(1), (d) and (e), respectively, in 
response to Item 23 and each of which are incorporated by reference herein.     

Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officer and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the          
Registrant has been advised that, in the opinion of the Securities and Exchange 
Commission, such indemnification is against public policy as expressed in the   
Securities Act and is, therefore, unenforceable. In the event that a claim for  
indemnification against such liabilities (other than the payment by the         
Registrant of expenses incurred or paid by a director, officer or the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being 
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate     
jurisdiction the question of whether such indemnification by it is against      
public policy as expressed in the Securities Act and will be governed by the    
final adjudication of such issue.                                               

 The Registrant participates in a joint directors and officers
liability insurance policy issued by the ICI Mutual Insurance Company. Coverage 
under this policy has been extended to directors, trustees and officers of the  
investment companies managed by Alliance Capital Management L.P. Under this     
policy, outside trustees and directors would be covered up to the limits        
specified for any claim against them for acts committed in their capacities as  
trustee or director. A pro rata share of the premium for this coverage is       
charged to each investment company and to the Adviser.                          

ITEM 26.       Business and Other Connections of Investment                     
Adviser.                                          

                  The descriptions of Alliance Capital Management L.P. under
            the caption "The Adviser" in the Prospectus and "Management of
            the Fund" in the Prospectus and in the Statement of Additional
           Information constituting Parts A and B, respectively, of this
          Registration Statement are incorporated by reference herein.

                  The information as to the directors and executive officers
             of Alliance Capital Management Corporation, the general partner
        of Alliance Capital Management L.P., set forth in Alliance
              Capital Management L.P.'s Form ADV filed with the Securities and
            Exchange Commission on April 21, 1988 (File No. 801-32361) and
            amended through the date hereof, is incorporated by reference.

Item 27.       Principal Underwriters                                           

            (a) AllianceBernstein Investment Research and Management, Inc.
          is the Registrant's Principal Underwriter in connection with
     the sale of shares of the Registrant. AllianceBernstein
             Investment Research and Management, Inc. also acts as Principal
     Underwriter or Distributor for the following investment
companies:                                        

AllianceBernstein Balanced Shares, Inc.           
AllianceBernstein Blended Style Series, Inc.      
AllianceBernstein Bond Fund, Inc.                 
AllianceBernstein Cap Fund, Inc.                  
AllianceBernstein Emerging Market Debt Fund, Inc. 
AllianceBernstein Exchange Reserves               
  AllianceBernstein Focused Growth & Income Fund, Inc.
    AllianceBernstein Global Government Income Trust, Inc.
AllianceBernstein Global Health Care Fund, Inc.   
 AllianceBernstein Global Research Growth Fund, Inc.
   AllianceBernstein Global Strategic Income Trust, Inc.
AllianceBernstein Global Technology Fund, Inc.    
AllianceBernstein Greater China '97 Fund, Inc.    
AllianceBernstein Growth and Income Fund, Inc.    
AllianceBernstein High Yield Fund, Inc.           
AllianceBernstein Institutional Funds, Inc.       
              AllianceBernstein Intermediate California Municipal Portfolio(1)
               AllianceBernstein Intermediate Diversified Municipal Portfolio(1)
            AllianceBernstein Intermediate New York Municipal Portfolio(1)
AllianceBernstein International Portfolio(1)      
AllianceBernstein International Growth Fund, Inc. 
        AllianceBernstein International Research Growth Fund, Inc.
AllianceBernstein Large-Cap Growth Fund, Inc.     
AllianceBernstein Mid-Cap Growth Fund, Inc.       
 AllianceBernstein Multi-Market Strategy Trust, Inc.
AllianceBernstein Municipal Income Fund, Inc.     
AllianceBernstein Municipal Income Fund II        
 AllianceBernstein Real Estate Investment Fund, Inc.
AllianceBernstein Short Duration Portfolio(1)     
      AllianceBernstein Tax-Managed International Portfolio(1)
AllianceBernstein Trust                           
AllianceBernstein Utility Income Fund, Inc.       
   AllianceBernstein Variable Products Series Fund, Inc.
Sanford C. Bernstein Fund II, Inc.                
The AllianceBernstein Pooling Portfolios          
The AllianceBernstein Portfolios                  

----------                                                                      
(1)  This is a retail Portfolio of Sanford C. Bernstein Fund, Inc.              

 (b) The following are the Directors and Officers of
             AllianceBernstein Investment Research and Management, Inc., the
        principal place of business of which is 1345 Avenue of the
Americas, New York, New York, 10105.              

POSITIONS AND         
POSITIONS AND                OFFICES WITH                   OFFICES WITH        
NAME                         UNDERWRITER                    REGISTRANT          
----                         -----------                    ----------          

Directors                                                                       
---------                                                                       

Marc O. Mayer                Chairman of the Board                              
and Director          

Mark R. Manley               Director                                           

Ranjani Nagaswami            Vice Chairman and Director                         

Officers                                                                        
--------                                                                        

Marc O. Mayer                Chairman of the Board          President and       
                                                       Chief Executive
                                               Officer

Ranjani Nagaswami            Vice Chairman                                      

Frederic L. Bloch            Executive Vice President and                       
President, U.S. Sales 

Richard A. Davies            Executive Vice President and                       
Managing Director     

Gerald M. Lieberman          Executive Vice President                           
     and Chief Operating Officer

Kurt H. Schoknecht           Executive Vice President                           

Frank Speno                  Executive Vice President                           

Andrew L. Gangolf            Senior Vice President and      Assistant Secretary 
   Assistant General Counsel

Emilie D. Wrapp              Senior Vice President,                             
   Assistant General Counsel

 and Assistant Secretary

Daniel A. Notto              Senior Vice President,                             
Counsel and Assistant 
Secretary             

Christopher S. Alpaugh       Senior Vice President                              

Audie G. Apple               Senior Vice President                              

Colin C. Aymond              Senior Vice President                              

Steven R. Barr               Senior Vice President and                          
Assistant Secretary   

Adam J. Beaudry              Senior Vice President                              

Matthew F. Beaudry           Senior Vice President                              

Amy I. Belew                 Senior Vice President                              

Susan H. Burton              Senior Vice President                              

Peter G. Callahan            Senior Vice President                              

Russell R. Corby             Senior Vice President                              

John W. Cronin               Senior Vice President                              

Robert J. Cruz               Senior Vice President                              

Jennifer M. DeLong           Senior Vice President                              

David B. Edlin               Senior Vice President                              

John C. Endahl               Senior Vice President                              

Adam E. Engelhardt           Senior Vice President                              

John Edward English          Senior Vice President                              

Edward J. Farrell            Senior Vice President and                          
Controller            

Eric W. Frasier              Senior Vice President                              

Donald N. Fritts             Senior Vice President                              

Kenneth L. Haman             Senior Vice President                              

Joseph P. Healy              Senior Vice President                              

Mary V. Kralis Hoppe         Senior Vice President                              

Scott Hutton                 Senior Vice President                              

Geoffrey L. Hyde             Senior Vice President                              

Robert H. Joseph, Jr.        Senior Vice President and                          
Assistant Treasurer   

Victor Kopelakis             Senior Vice President                              

Henry Michael Lesmeister     Senior Vice President                              

Eric L. Levinson             Senior Vice President                              

James F. Lyons               Senior Vice President and                          
Regional/Regent       

Matthew P. Mintzer           Senior Vice President                              

Thomas F. Monnerat           Senior Vice President                              

Joanna D. Murray             Senior Vice President                              

Jeffrey A. Nye               Senior Vice President                              

John J. O'Connor             Senior Vice President                              

Danielle Pagano              Senior Vice President                              

Catherine N. Peterson        Senior Vice President                              

Mark A. Pletts               Senior Vice President                              

James J. Posch               Senior Vice President and                          
Assistant Secretary   

Robert E. Powers             Senior Vice President                              

Stephen C. Scanlon           Senior Vice President                              

John P. Schmidt              Senior Vice President                              

Eileen B. Sebold             Senior Vice President                              

Gregory K. Shannahan         Senior Vice President                              

Richard J. Sidell            Senior Vice President                              

Andrew D. Strauss            Senior Vice President                              

Peter J. Szabo               Senior Vice President                              

Joseph T. Tocyloski          Senior Vice President                              

David R. Turnbough           Senior Vice President                              

Craig E. Welch               Senior Vice President                              

Scott Whitehouse             Senior Vice President                              

Mark D. Gersten              Vice President and             Treasurer and       
                        Treasurer                      Chief Financial
                                               Officer

Patrick E. Ryan              Vice President and                                 
 Chief Financial Officer

Jane E. Ackerman             Vice President                                     

Margaret M. Bagley           Vice President                                     

Mark H.W. Baltimore          Vice President                                     

Kenneth F. Barkoff           Vice President                                     

Peter J. Barron              Vice President                                     

Laura J. Beedy               Vice President                                     

Gregory P. Best              Vice President                                     

Robert G. Bjorge             Vice President                                     

Michael J. Bodnar            Vice President                                     

Richard A. Brink             Vice President                                     

Brian Buehring               Vice President                                     

Thomas E. Callahan           Vice President                                     

Kevin T. Cannon              Vice President                                     

Christopher C. Cavanagh      Vice President                                     

Alice L. Chan                Vice President                                     

Kyle E. Clapp                Vice President                                     

Michael F. Connell           Vice President                                     

Joseph D. Connell, Jr.       Vice President                                     

Kenneth J. Connors           Vice President                                     

Dwight P. Cornell            Vice President                                     

Michael R. Crimmins          Vice President                                     

Brett E. Dearing             Vice President                                     

Raymond A. Decker            Vice President                                     

Stephen J. Dedyo             Vice President                                     

Darren K. DeSimone           Vice President                                     

Janet B. DiBrita             Vice President                                     

Ronald G. Dietrich           Vice President                                     

Carmela Di Meo               Vice President                                     

Joseph T. Dominguez          Vice President                                     

Paul D. Eck                  Vice President                                     

Bernard J. Eng               Vice President                                     

Michael J. Eustic            Vice President                                     

Joao P. Flor                 Vice President                                     

Kevin T. Gang                Vice President                                     

Daniel P. Gangemi            Vice President                                     

Christine E. Gaze            Vice President                                     

Mark A. Gessner              Vice President                                     

Thomas R. Graffeo            Vice President                                     

Matthew M. Green             Vice President                                     

John G. Hansen               Vice President                                     

Michael S. Hart              Vice President                                     

George R. Hrabovsky          Vice President                                     

David A. Hunt                Vice President                                     

Dinah J. Huntoon             Vice President                                     

Anthony D. Ialeggio          Vice President                                     

Theresa Iosca                Vice President                                     

Oscar J. Isoba               Vice President                                     

Kumar Jagdeo II              Vice President                                     

Christopher W. Kilroy        Vice President                                     

Joseph B. Kolman             Vice President                                     

Ted R. Kosinski              Vice President                                     

Gary M. Lang                 Vice President                                     

Christopher J. Larkin        Vice President                                     

Laurel E. Lindner            Vice President                                     

James M. Liptrot             Vice President and                                 
Assistant Controller  

Armando C. Llanes            Vice President                                     

Jason N. Longo               Vice President                                     

Montana W. Low               Vice President                                     

James P. Luisi               Vice President                                     

Todd M. Mann                 Vice President                                     

Silvia Manz                  Vice President                                     

Osama Mari                   Vice President                                     

Shannon M. Massey            Vice President                                     

Kathryn Austin Masters       Vice President                                     

Daniel K. McGouran           Vice President                                     

Craig S. McKenna             Vice President                                     

Steven M. Miller             Vice President                                     

Troy E. Mosconi              Vice President                                     

Paul S. Moyer                Vice President                                     

John F. Multhauf             Vice President                                     

Andrew C. Murphy             Vice President, Chief                              
Compliance Officer and
Assistant Secretary   

Jamie A. Nieradka            Vice President                                     

Nicole Nolan-Koester         Vice President                                     

Suzanne E. Norman            Vice President                                     

Timothy J. O'Connell         Vice President                                     

Joseph D. Ochoa              Vice President                                     

John J. Onofrio              Vice President and                                 
Assistant Treasurer   

David D. Paich               Vice President                                     

Todd P. Patton               Vice President                                     

Leo J. Peters IV             Vice President                                     

John D. Prosperi             Vice President                                     

Carol H. Rappa               Vice President                                     

Juhi Rathee                  Vice President                                     

Michelle T. Rawlick          Vice President                                     

Heidi A. Richardson          Vice President                                     

James A. Rie                 Vice President                                     

Joseph P. Rodriguez          Vice President                                     

Miguel A. Rozensztroch       Vice President                                     

Thomas E. Sawyer             Vice President                                     

Gordon R. Schonfeld          Vice President                                     

Stuart L. Shaw               Vice President                                     

Daniel S. Shikes             Vice President                                     

Karen Sirett                 Vice President                                     

Rayandra E. Slonina          Vice President                                     

Elizabeth M. Smith           Vice President                                     

Ben H. Stairs                Vice President                                     

Eileen Stauber               Vice President                                     

Brian D. Stokes              Vice President                                     

Michael B. Thayer            Vice President                                     

Elizabeth K. Tramo           Vice President                                     

Benjamin H. Travers          Vice President                                     

James R. Van Deventer        Vice President                                     

Elsia M. Vasquez             Vice President                                     

Thomas M. Vitale             Vice President                                     

Marie R. Vogel               Vice President                 Assistant Secretary 

Wayne W. Wagner              Vice President                                     

Mark E. Westmoreland         Vice President                                     

Paul C. Wharf                Vice President                                     

Christian G. Wilson          Vice President                                     

Kevin M. Winters             Vice President                                     

Alissa M. Worley             Vice President                                     

Jennifer M. Yi               Vice President                                     

Moshe Aronov                 Assistant Vice                                     
President             

Jire J. Baran                Assistant Vice                                     
President             

Gian D. Bernardi             Assistant Vice                                     
President             

Susan J. Bieber              Assistant Vice                                     
President             

Mark S. Burns                Assistant Vice                                     
President             

Daniel W. Carey              Assistant Vice                                     
President             

Maria Carreras               Assistant Vice                                     
President             

Judith A. Chin               Assistant Vice                                     
President             

Robyn L. Cohen               Assistant Vice                                     
President             

Michael C. Conrath           Assistant Vice                                     
President             

Robert A. Craft              Assistant Vice                                     
President             

Raymond L. DeGrazia          Assistant Vice                                     
President             

Marc DiFilippo               Assistant Vice                                     
President             

Ralph A. DiMeglio            Assistant Vice                                     
President             

Daniel Ennis                 Assistant Vice                                     
President             

Robert A. Fiorentino         Assistant Vice                                     
President             

Lydia A. Fisher              Assistant Vice                                     
President             

Stephanie Y. Giaramita       Assistant Vice                                     
President             

Michael F. Greco             Assistant Vice                                     
President             

Kelly P. Guter               Assistant Vice                                     
President             

Terry L. Harris              Assistant Vice                                     
President             

Junko Hisamatsu              Assistant Vice                                     
President             

Melanie M. Hoppe             Assistant Vice                                     
President             

Luis Martin Hoyos            Assistant Vice                                     
President             

Arthur F. Hoyt, Jr.          Assistant Vice                                     
President             

Grace Huaman                 Assistant Vice                                     
President             

Dwayne A. Javier             Assistant Vice                                     
President             

Joseph D. Kearney            Assistant Vice                                     
President             

Elizabeth E. Keefe           Assistant Vice                                     
President             

Edward W. Kelly              Assistant Vice                                     
President             

Jung M. Kim                  Assistant Vice                                     
President             

Junko Kimura                 Assistant Vice                                     
President             

Stephen J. Laffey            Assistant Vice                 Assistant Secretary 
President and Counsel 

Gina L. Lemon                Assistant Vice                                     
President             

Evamarie C. Lombardo         Assistant Vice                                     
President             

Andrew J. Magnus             Assistant Vice                                     
President             

Matthew J. Malvey            Assistant Vice                                     
President             

Danielle F. Marx             Assistant Vice                                     
President             

Christine M. McQuinlan       Assistant Vice                                     
President             

Assimina Morales             Assistant Vice                                     
President             

Christina A. Morse           Assistant Vice                 Assistant Secretary 
President and Counsel 

Jennifer A. Mulhall          Assistant Vice                                     
President             

Jason S. Munter              Assistant Vice                                     
President             

Sharon E. Murphy             Assistant Vice                                     
President             

Alex E. Pady                 Assistant Vice                                     
President             

Brian W. Paulson             Assistant Vice                                     
President             

Wandra M. Perry-Hartsfield   Assistant Vice                                     
President             

Mark A. Quarno               Assistant Vice                                     
President             

Peter V. Romeo               Assistant Vice                                     
President             

Randi E. Rothstein           Assistant Vice                                     
President             

Jessica M. Rozman            Assistant Vice                                     
President             

Daniel A. Rudnitsky          Assistant Vice                                     
President             

Shane M. Sanders             Assistant Vice                                     
President             

Jennifer E. Scherz           Assistant Vice                                     
President             

Praveen Singh                Assistant Vice                                     
President             

Orlando Soler                Assistant Vice                                     
President             

Kurt W. Stam                 Assistant Vice                                     
President             

Nancy D. Testa               Assistant Vice                                     
President             

Jay D. Tini                  Assistant Vice                                     
President             

Kari-Anna Towle              Assistant Vice                                     
President             

Kayoko Umino                 Assistant Vice                                     
President             

Joanna Wong                  Assistant Vice                                     
President             

Eric J. Wright               Assistant Vice                                     
President             

Thomas M. Zottner            Assistant Vice                                     
President             

Mark R. Manley               Secretary                      Secretary           

Colin T. Burke               Assistant Secretary                                

Adam R. Spilka               Assistant Secretary                                

(c)  Not applicable.                                        

ITEM 28. Location of Accounts and Records.                                      

        The accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the Rules thereunder are
maintained as follows: journals, ledgers, securities records and other original 
records are maintained principally at the offices of Alliance Global Investor   
Services, Inc. P.O. Box 786003, San Antonio, Texas 78278-6003 and at the offices
of The Bank of New York, the Registrant's Custodian, One Wall Street, New York, 
New York 10286. All other records so required to be maintained are maintained at
the offices of Alliance Capital Management L.P., 1345 Avenue of the Americas,   
New York, New York 10105.                                                       

ITEM 29.       Management Services.                                             

Not applicable.                                   

ITEM 30.       Undertakings.                                                    

Not applicable.                                   

485APOS
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SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended, the Registrant has 
duly caused this Amendment to its Registration Statement to be signed on its    
behalf by the undersigned, thereunto duly authorized, in The City of New York   
and the State of New York, on the 21st day of February, 2006.                   

                        ALLIANCEBERNSTEIN INSTITUTIONAL RESERVES, INC.

                                    By: /s/ Marc O. Mayer*
                                             -----------------------
                                           Marc O. Mayer
                                       President

  Pursuant to the requirements of the Securities Act of l933, as
amended, this Post-Effective Amendment to the Registration Statement has been   
signed below by the following persons in the capacities and on the date         
indicated:                                                                      

Signature                          Title                Date                    
---------                          -----                ----                    

1)  Principal                                                                   
Executive Officer                                                       

/s/  Marc O. Mayer*            President            February 21, 2006   
-----------------------                                                   
Marc O. Mayer                                                 

2)  Principal Financial and                                                     
Accounting Officer                                                      

/s/ Mark D. Gersten            Treasurer            February 21, 2006   
----------------------         and Chief                                
Mark D. Gersten            Financial Officer                    

Directors:                                                                      

Marc O. Mayer*                                                          
Ruth Block*                                                             
David H. Dievler*                                                       
John H. Dobkin*                                                         
William H. Foulk, Jr.*                                                  

*By: /s/ Emilie D. Wrapp                                February 21, 2006       
----------------------------                                          
Emilie D. Wrapp                                               
(Attorney-in-Fact)                                              

00250.0132 642428                                                               

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 485APOS Filing		Date		First		Last			Other Filings
		7/17/92		13
		7/22/92		10
		8/28/97		13					485BPOS
		6/2/98		13
		6/25/98		13
		6/26/98		13					485BPOS
		12/6/99		13
		7/19/00		13
		11/6/00		13
		11/22/00		13					485BPOS
		11/29/00		13
		2/1/01		13
		2/2/01		13					485APOS
		8/30/01		13
		8/29/02		13					485BPOS
		8/26/03		13
		8/27/03		10
		8/29/03		13					485BPOS
		10/2/03		6
		12/18/03		6
		1/1/04		6
		2/10/04		6					497
		2/20/04		6					497
		6/22/04		6
		8/31/04		13					485BPOS
		9/1/04		6
		9/7/04		6
		9/29/04		6					N-Q
		10/21/04		10
		1/31/05		10					N-Q
		4/11/05		6
		4/30/05		10					N-CSR, NSAR-B, 24F-2NT
		5/31/05		6
		7/12/05		6
		8/30/05		6					N-PX
		10/19/05		6
		12/31/05		10
		1/11/06		6
Filed On / Filed As Of		2/21/06		1		14
		5/8/06		2
		12/31/08		6
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