AllianceBernstein Bond Fund, Inc.

N-CSR 1 d815950dncsr.htm ALLIANCEBERNSTEIN BOND FUND, INC. AllianceBernstein Bond Fund, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-02383

ALLIANCEBERNSTEIN BOND FUND, INC.

(Exact name of registrant as specified in charter)

1345 Avenue of the Americas, New York, New York 10105

(Address of principal executive offices) (Zip code)

Joseph J. Mantineo

AllianceBernstein L.P.

1345 Avenue of the Americas

New York, New York 10105

(Name and address of agent for service)

Registrant’s telephone number, including area code: (800) 221-5672

Date of fiscal year end: October 31, 2014

Date of reporting period: October 31, 2014

ITEM 1. REPORTS TO STOCKHOLDERS.

ANNUAL REPORT

AllianceBernstein

Bond Inflation Strategy

October 31, 2014

Annual Report

LOGO

Investment Products Offered

• Are Not FDIC Insured

• May Lose Value

• Are Not Bank Guaranteed

Investors should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit us online at www.alliancebernstein.com or contact your AllianceBernstein Investments representative. Please read the prospectus and/or summary prospectus carefully before investing.

This shareholder report must be preceded or accompanied by the Fund’s prospectus for individuals who are not current shareholders of the Fund.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s website at www.alliancebernstein.com, or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330. AllianceBernstein publishes full portfolio holdings for the Fund monthly at www.alliancebernstein.com.

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AllianceBernstein family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the manager of the funds.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

December 11, 2014

Annual Report

This report provides management’s discussion of fund performance for AllianceBernstein Bond Inflation Strategy (the “Strategy”) for the annual reporting period ended October 31, 2014.

Investment Objectives and Policies

The Strategy seeks to maximize real return without assuming what AllianceBernstein L.P. (the “Adviser”) considers to be undue risk. Real return is the rate of return after adjusting for inflation.

The Strategy pursues its objective by investing principally in inflation-indexed securities (such as Treasury Inflation-Protected Securities or “TIPS”, or inflation-indexed securities from issuers other than the U.S. Treasury) or by gaining inflation protection through derivatives transactions, such as inflation (“CPI”) swaps or total return swaps linked to TIPS. In deciding whether to purchase inflation-indexed securities or use inflation-linked derivatives transactions, the Adviser will consider the relative costs and efficiency of each method. In addition, in seeking to maximize real return, the Strategy may invest in other fixed-income investments such as U.S. and non-U.S. government securities, corporate fixed-income securities and mortgage-related securities, as well as derivatives linked to such securities.

Under normal circumstances, the Strategy invests at least 80% of its net assets in fixed-income securities. While the Strategy expects to invest principally in investment-grade securities, it may invest up to 15% of its total assets in

fixed-income securities rated BB or B or the equivalent by at least one national rating agency (or deemed by the Adviser to be of comparable credit quality), which are not investment-grade (“junk bonds”).

Inflation-indexed securities are fixed-income securities structured to provide protection against inflation. Their principal value and/or the interest paid on them are adjusted to reflect official inflation measures. The inflation measure for TIPS is the Consumer Price Index for Urban Consumers. The Strategy may also invest in other inflation-indexed securities, issued by both U.S. and non-U.S. issuers, and in derivative instruments linked to these securities.

The Strategy may invest to the extent permitted by applicable law in derivatives, such as options, futures, forwards, or swaps. The Strategy intends to use leverage for investment purposes. To do this, the Strategy expects to enter into (i) reverse repurchase agreement transactions and use the cash made available from these transactions to make additional investments in fixed-income securities in accordance with the Strategy’s investment policies and (ii) total return swaps. In determining when and to what extent to employ leverage or enter into derivatives transactions, the Adviser will consider factors such as the relative risks and returns expected of potential investments and the costs of such transactions. The Adviser will consider the impact of reverse repurchase agreements, swaps and other derivatives in making its assessments of the Strategy’s risks. The resulting exposures to markets, sectors, issuers or specific securities will be continuously monitored by the Adviser.


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			1

The Adviser selects securities for purchase or sale based on its assessment of the securities’ risk and return characteristics as well as the securities’ impact on the overall risk and return characteristics of the Strategy. In making this assessment, the Adviser takes into account various factors, including the credit quality and sensitivity to interest rates of the securities under consideration and of the Strategy’s other holdings.

The Strategy may also invest in loan participations, structured securities, asset-backed securities, variable, floating, and inverse floating-rate instruments, and preferred stock, and may use other investment techniques. The Strategy may invest in fixed-income securities of any maturity and duration. If the rating of a fixed-income security falls below investment grade, the Strategy will not be obligated to sell the security and may continue to hold it if, in the Adviser’s opinion, the investment is appropriate under the circumstances.

Investment Results

The table on page 6 shows the Strategy’s performance compared to its benchmark, the Barclays 1-10 Year TIPS Index, and to the Lipper TIPS Fund Average (the “Lipper Average”) for the six- and 12-month periods ended October 31, 2014. Funds in the Lipper Average have generally similar investment objectives to the Strategy, although some of the funds may have different investment policies and sales and management fees and fund expenses.

For the 12-month period, all share classes of the Strategy outperformed the benchmark excluding Class C;

Classes 1, 2, I and Advisor Class shares outperformed the Lipper Average; all other share classes underperformed. For the six-month period, all share classes outperformed the benchmark excluding Classes A, C and R; all share classes underperformed the Lipper Average. Non-Treasury sectors benefited performance during the 12-month period, from the low-yield environment and continued ample global liquidity. For both periods, exposure to commercial mortgage-backed and asset-backed securities, and select emerging-market corporates, all contributed to performance. Investment-grade and high-yield corporate exposure contributed for the 12-month period, yet detracted for the six-month period as market volatility rose in the final months of the period. Currency exposure, specifically an overweight to the U.S. dollar versus short positions in several developed-market currencies, also contributed.

During both periods, the Strategy utilized derivatives including currency forwards for hedging purposes, as well as to manage active currency positions. As part of the Strategy’s credit position, credit default swaps were utilized as a substitute for corporate bonds and for hedging purposes, which in aggregate had an immaterial impact on performance during both periods. Treasury futures, and interest rate and CPI swaps, were utilized to manage duration, inflation protection, country exposure and yield curve positioning of the Strategy; duration, inflation protection and yield curve positioning detracted during both periods. The Strategy also utilized leverage through reverse repurchase agreements.


2		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

Market Review and Investment Strategy

During the 12-month period, markets remained heavily focused on the direction of interest rates, central bank monetary policy and global growth. Early in the period, volatility increased as the U.S. Federal Reserve (the “Fed”) began to taper its asset purchase program and investors worried about the impact of higher interest rates. However, fixed-income markets stabilized in the first quarter of 2014 and bond fund flows turned positive once again, as U.S. economic data cooled, blamed mostly on winter weather. Ongoing geopolitical concerns, specifically the conflict between Ukraine and Russia, as well as continued violence in the Middle East, contributed to periodic safe haven rallies into U.S. Treasuries, keeping a lid on yields.

Contrary to expectations, interest rates continued to decline toward the end of the period as investors became increasingly wary regarding global growth, particularly in Europe and China. Worries about Europe increased as core inflation moved closer to zero and the European Central Bank (“ECB”) cut key interest rates, announcing plans to repurchase asset-backed securities and covered bonds to further stimulate the struggling economy. Low yields in the euro area and further easing by the ECB helped anchor U.S. Treasury yields.

unemployment and inflation are more closely aligned with Fed targets. However, the Fed did end its monthly bond purchase program at the end of October, and dropped a characterization of U.S. labor market slack as “significant” in a show of confidence in the economy’s prospects. The Fed largely dismissed financial market volatility, dimming growth in Europe and a weak inflation outlook as unlikely to undercut progress toward its unemployment and inflation goals. Despite the intra-period volatility, the ten-year U.S. Treasury yield declined only 0.22% during the 12-month period to end at a yield of 2.34%. The U.S. Treasury curve flattened, as intermediate yields rose and longer-term yields declined.

Against this backdrop, fixed-income sectors benefited from the low-yield environment, with major U.S. fixed-income sectors posting positive returns. Credit-sensitive securities generally outperformed Treasuries with corporate sectors, both investment-grade and high-yield, posting the strongest returns. Corporate fundamentals, as well as earnings, remained favorable amid ample global liquidity and tighter spreads.

For the 12-month period, the TIPS 1-10 year yield curve rose (until rolled out near 10-year maturities), resulting in the modest returns for the benchmark. Inflation accruals were modest and break-evens (the difference between the yield on TIPS and a comparable-maturity Treasury bond) experienced a meaningful decrease across the curve, resulting in TIPS underperforming comparable-maturity Treasury bonds.


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			3

DISCLOSURES AND RISKS

Benchmark Disclosure

The unmanaged Barclays 1-10 Year TIPS Index does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The Barclays 1-10 Year TIPS Index represents the performance of inflation-protected securities issued by the U.S. Treasury. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Strategy.

A Word About Risk

Market Risk: The value of the Strategy’s assets will fluctuate as the bond market fluctuates. The value of the Strategy’s investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market.

Credit Risk: An issuer or guarantor of a fixed-income security, or the counterparty to a derivatives or other contract, may be unable or unwilling to make timely payments of interest or principal, or to otherwise honor its obligations. The issuer or guarantor may default, causing a loss of the full principal amount of a security. The degree of risk for a particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security. Investments in fixed-income securities with lower ratings tend to have a higher probability that an issuer will default or fail to meet its payment obligations.

Duration Risk: Duration is a measure that relates the expected price volatility of a fixed-income security to changes in interest rates. The duration of a fixed-income security may be shorter than or equal to full maturity of a fixed-income security. Fixed-income securities with longer durations have more risk and will decrease in price as interest rates rise. For example, a fixed-income security with a duration of three years will decrease in value by approximately 3% if interest rates increase by 1%.

Inflation Risk: This is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the value of the Strategy’s assets can decline as can the value of the Strategy’s distributions. This risk is significantly greater for fixed-income securities with longer maturities. Although the Strategy invests principally in inflation-indexed securities, the value of its securities may be vulnerable to changes in expectations of inflation or interest rates.

Derivatives Risk: Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Strategy, and may be subject to counterparty risk to a greater degree than more traditional investments.

Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Strategy’s investments or reduce its returns.

(Disclosures, Risks and Note about Historical Performance continued on next page)


4		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

Disclosures and Risks

DISCLOSURES AND RISKS

(continued from previous page)

Leverage Risk: To the extent the Strategy uses leveraging techniques, its net asset value (“NAV”) may be more volatile because leverage tends to exaggerate the effect of changes in interest rates and any increase or decrease in the value of the Strategy’s investments.

Liquidity Risk: Liquidity risk exists when particular investments are difficult to purchase or sell, possibly preventing the Strategy from selling out of these illiquid securities at an advantageous price. Derivatives and securities involving substantial market and credit risk tend to involve greater liquidity risk.

Management Risk: The Strategy 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, but there is no guarantee that its techniques will produce the intended results.

These risks are fully discussed in the Strategy’s prospectus.

An Important Note About Historical Performance

The investment return and principal value of an investment in the Strategy will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown on the following pages represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by visiting www.alliancebernstein.com. For Class 1 shares, click on “Private Clients”, then “Investments”, then “Stocks” or “Bonds”, then “Mutual Fund Performance at a Glance”.

All fees and expenses related to the operation of the Strategy have been deducted. NAV returns do not reflect sales charges; if sales charges were reflected, the Strategy’s quoted performance would be lower. SEC returns reflect the applicable sales charges for each share class: a 4.25% maximum frontend sales charge for Class A shares; a 1% 1-year contingent deferred sales charge for Class C shares. Class 1 and Class 2 shares do not carry sales charges. Returns for the different share classes will vary due to different expenses associated with each class. Performance assumes reinvestment of distributions and does not account for taxes.


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			5

Disclosures and Risks

HISTORICAL PERFORMANCE



THE STRATEGY VS. ITS BENCHMARK PERIODS ENDED OCTOBER 31, 2014 (unaudited)	NAV Returns
	6 Months		12 Months
AllianceBernstein Bond Inflation Strategy
Class 1*		0.43%		1.38%

Class 2*		0.47%		1.55%

Class A		0.29%		1.16%

Class C		-0.05%		0.50%

Advisor Class^†		0.49%		1.50%

Class R^†		0.29%		1.10%

Class K^†		0.40%		1.31%

Class I^†		0.45%		1.52%

Barclays 1-10 Year TIPS Index		0.37%		0.60%

Lipper TIPS Fund Average		0.70%		1.33%

* Class 1 shares are only available to Bernstein Global Wealth Management private client accounts. Class 2 shares are only available to large Bernstein Global Wealth Management private client accounts and the Adviser’s institutional clients or through other limited arrangements. ^† Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Strategy.

See Disclosures, Risks and Note about Historical Performance on pages 4-5.

(Historical Performance continued on next page)


6		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

GROWTH OF A $10,000 INVESTMENT IN THE STRATEGY 1/26/10* TO 10/31/14 (unaudited)

LOGO

This chart illustrates the total value of an assumed $10,000 investment in AllianceBernstein Bond Inflation Strategy Class A shares (from 1/26/10 to 10/31/14) as compared to the performance of the Strategy’s composite benchmark. The chart reflects the deduction of the maximum 4.25% sales charge from the initial $10,000 investment in the Strategy and assumes the reinvestment of dividends and capital gains distributions.

Inception date: 1/26/2010.

See Disclosures, Risks and Note about Historical Performance on pages 4-5.

(Historical Performance continued on next page)


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			7

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)


AVERAGE ANNUAL RETURNS AS OF OCTOBER 31, 2014 (unaudited)
	NAV Returns			SEC Returns (reflects applicable sales charges)			SEC Yields*

Class 1 Shares^†								0.30	%
1 Year		1.38	%		1.38	%
Since Inception^‡		3.34	%		3.34	%

Class 2 Shares^†								0.44	%
1 Year		1.55	%		1.55	%
Since Inception^‡		3.43	%		3.43	%

Class A Shares								-0.13	%
1 Year		1.16	%		-3.15	%
Since Inception^‡		3.11	%		2.18	%

Class C Shares								-0.83	%
1 Year		0.50	%		-0.49	%
Since Inception^‡		2.39	%		2.39	%

Advisor Class Shares^{^}								0.16	%
1 Year		1.50	%		1.50	%
Since Inception^‡		3.41	%		3.41	%

Class R Shares^{^}								-0.31	%
1 Year		1.10	%		1.10	%
Since Inception^‡		2.93	%		2.93	%

Class K Shares^{^}								0.01	%
1 Year		1.31	%		1.31	%
Since Inception^‡		3.17	%		3.17	%

Class I Shares^{^}								0.43	%
1 Year		1.52	%		1.52	%
Since Inception^‡		3.43	%		3.43	%

The Strategy’s prospectus fee table shows the Strategy’s total annual operating expense ratios as 0.81%, 0.71%, 1.18%, 1.86%, 0.87%, 1.44%, 1.12% and 0.83% for Class 1, Class 2, Class A, Class C, Advisor Class, Class R, Class K and Class I shares, respectively, gross of any fee waivers or expense reimbursements. Contractual fee waivers and/or expense reimbursements limit the Strategy’s annual operating expenses (exclusive of interest expense) to 0.60%, 0.50%, 0.80%, 1.50%, 0.50%, 1.00%, 0.75% and 0.50% for Class 1, Class 2, Class A, Class C, Advisor Class, Class R, Class K and Class I shares, respectively. These waivers/reimbursements may not be terminated before January 31, 2015 and may be extended by the Adviser for additional one-year terms. Absent reimbursements or waivers, performance would have been lower. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights sections since they are based on different time periods.

SEC yields are calculated based on SEC guidelines for the 30-day period ended October 31, 2014.

^†

Class 1 shares are only available to Bernstein Global Wealth Management private client accounts. Class 2 shares are only available to large Bernstein Global Wealth Management private client accounts and the Adviser’s institutional clients or through other limited arrangements. These share classes do not carry front end sales charges; therefore their respective NAV and SEC returns are the same.

^‡

Inception date: 1/26/2010.

^{^}

These share classes are offered at NAV to eligible investors and their SEC returns are the same as their NAV returns. Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Strategy. The inception date for these share classes is listed above.

See Disclosures, Risks and Note about Historical Performance on pages 4-5.

(Historical Performance continued on next page)


8		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)


SEC AVERAGE ANNUAL RETURNS AS OF THE MOST RECENT CALENDAR QUARTER-END SEPTEMBER 30, 2014 (unaudited)
	SEC Returns (reflects applicable sales charges)

Class 1 Shares^†
1 Year		1.71	%
Since Inception^‡		3.34	%

Class 2 Shares^†
1 Year		1.89	%
Since Inception^‡		3.43	%

Class A Shares
1 Year		-2.80	%
Since Inception^‡		2.16	%

Class C Shares
1 Year		-0.12	%
Since Inception^‡		2.39	%

Advisor Class Shares^{^}
1 Year		1.82	%
Since Inception^‡		3.41	%

Class R Shares^{^}
1 Year		1.38	%
Since Inception^‡		2.93	%

Class K Shares^{^}
1 Year		1.51	%
Since Inception^‡		3.15	%

Class I Shares^{^}
1 Year		1.85	%
Since Inception^‡		3.43	%

^†

^‡

Inception date: 1/26/2010.

^{^}

See Disclosures, Risks and Note about Historical Performance on pages 4-5.


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			9

Historical Performance

EXPENSE EXAMPLE

(unaudited)

As a shareholder of a mutual fund, you may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the hypothetical example is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.


	Beginning Account Value May 1, 2014		Ending Account Value October 31, 2014		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,002.90	$	4.14		0.82	%
Hypothetical**	$	1,000	$	1,021.07	$	4.18		0.82	%
Class C
Actual	$	1,000	$	999.50	$	7.61		1.51	%
Hypothetical**	$	1,000	$	1,017.59	$	7.68		1.51	%
Advisor Class
Actual	$	1,000	$	1,004.90	$	2.63		0.52	%
Hypothetical**	$	1,000	$	1,022.58	$	2.65		0.52	%
Class R
Actual	$	1,000	$	1,002.90	$	5.15		1.02	%
Hypothetical**	$	1,000	$	1,020.06	$	5.19		1.02	%
Class K
Actual	$	1,000	$	1,004.00	$	3.89		0.77	%
Hypothetical**	$	1,000	$	1,021.32	$	3.92		0.77	%


10		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

Expense Example


	Beginning Account Value May 1, 2014		Ending Account Value October 31, 2014		Expenses Paid During Period*		Annualized Expense Ratio*
Class I
Actual	$	1,000	$	1,004.50	$	2.63		0.52	%
Hypothetical**	$	1,000	$	1,022.58	$	2.65		0.52	%
Class 1
Actual	$	1,000	$	1,004.30	$	3.13		0.62	%
Hypothetical**	$	1,000	$	1,022.08	$	3.16		0.62	%
Class 2
Actual	$	1,000	$	1,004.70	$	2.63		0.52	%
Hypothetical**	$	1,000	$	1,022.58	$	2.65		0.52	%

Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Assumes 5% annual return before expenses.


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			11

Expense Example

PORTFOLIO SUMMARY

October 31, 2014 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $374.8

Total Investments ($mil): $458.7


INFLATION PROTECTION BREAKDOWN^*
U.S. Inflation-Protected Exposure	100.9	%
Non-U.S	—
Non-Inflation Exposure	(0.9	)%

	100.0	%


SECTOR BREAKDOWN OF NET PORTFOLIO ASSETS, EXCLUDING TREASURY SECURITIES, TIPS, INTEREST RATE DERIVATIVES AND NET CASH EQUIVALENTS*
Corporates – Investment Grade	15.3	%
Asset-Backed Securities	9.3	%
Commercial Mortgage-Backed Securities	8.2	%
Corporates – Non-Investment Grade	1.5	%
Collateralized Mortgage Obligations	1.0	%
Quasi-Sovereigns	0.8	%
Emerging Markets – Corporate Bonds	0.2	%
Governments – Sovereign Agencies	0.2	%
Governments – Sovereign Bonds	0.1	%


SECTOR BREAKDOWN OF TOTAL PORTFOLIO INVESTMENT, EXCLUDING DERIVATIVES^†
Inflation-Linked Securities	67.7	%
Corporates – Investment Grade	11.5	%
Asset-Backed Securities	7.6	%
Commercial Mortgage-Backed Securities	6.7	%
Corporates – Non-Investment Grade	3.0	%
Governments – Treasuries	0.8	%
Collateralized Mortgage Obligations	0.8	%
Quasi-Sovereigns	0.7	%
Emerging Markets – Corporate Bonds	0.2	%
Governments – Sovereign Agencies	0.1	%
Governments – Sovereign Bonds	0.1	%
Short-Term	0.8	%


12		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

Portfolio Summary

PORTFOLIO SUMMARY

October 31, 2014 (unaudited)

All data are as of October 31, 2014. The Strategy’s sector and inflation protection exposure breakdowns are expressed as an approximate percentage of the Strategy’s total net assets (and may vary over time) inclusive of derivative exposure except as noted, based on the Adviser’s internal classification.

^†

The Strategy’s sector breakdown is expressed, based on the Adviser’s internal classification, as a percentage of total investments and may vary over time. The Strategy also enters into derivative transactions (not reflected in the table), which may be used for hedging or investment purposes or to adjust the risk profile or exposures of the Strategy (see “Portfolio of investments” section of the report for additional details). Derivative transactions may result in a form of leverage for the Strategy. The Strategy uses leverage for investment purposes by entering into reverse repurchase agreements. As a result, the Strategy’s total investments will generally exceed its net assets.


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			13

Portfolio Summary

PORTFOLIO OF INVESTMENTS

October 31, 2014


		Principal Amount (000)		U.S. $ Value


INFLATION-LINKED SECURITIES – 82.9%
United States – 82.9%
U.S. Treasury Inflation Index 0.125%, 4/15/16-7/15/24 (TIPS)	U.S.$		91,600	$	90,660,122
0.125%, 4/15/17-1/15/23 (TIPS)^(a)			89,940		90,446,123
0.375%, 7/15/23 (TIPS)			19,871		19,875,685
0.625%, 7/15/21 (TIPS)^(a)			22,690		23,317,119
0.625%, 1/15/24 (TIPS)			19,469		19,785,447
1.125%, 1/15/21 (TIPS)			13,234		13,977,782
1.25%, 7/15/20 (TIPS)^(a)			21,717		23,187,902
1.375%, 1/15/20 (TIPS)			8,158		8,715,546
1.875%, 7/15/15-7/15/19 (TIPS)^(a)			13,617		14,265,066
2.125%, 1/15/19 (TIPS)			1,978		2,166,091
2.50%, 7/15/16 (TIPS)			4,104		4,347,849


Total Inflation-Linked Securities (cost $312,889,730)					310,744,732


CORPORATES – INVESTMENT GRADE – 14.1%
Industrial – 8.9%
Basic – 1.4%
Basell Finance Co. BV 8.10%, 3/15/27^(b)			205		274,837
Cia Minera Milpo SAA 4.625%, 3/28/23^(b)			412		414,681
Dow Chemical Co. (The) 8.55%, 5/15/19			67		84,386
Glencore Funding LLC 3.125%, 4/29/19^(b)			1,720		1,736,340
International Paper Co. 4.75%, 2/15/22			800		867,527
LyondellBasell Industries NV 5.75%, 4/15/24			405		472,774
Minsur SA 6.25%, 2/07/24^(b)			869		957,407
Sociedad Quimica y Minera de Chile SA 3.625%, 4/03/23^(b)			393		377,336

					5,185,288

Capital Goods – 0.3%
Odebrecht Finance Ltd. 5.25%, 6/27/29^(b)			426		406,830
Yamana Gold, Inc. 4.95%, 7/15/24^(b)			853		834,305

					1,241,135

Communications - Media – 1.2%
21st Century Fox America, Inc. 3.00%, 9/15/22			1,095		1,076,870
6.15%, 3/01/37-2/15/41			331		405,352


14		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

Portfolio of Investments


		Principal Amount (000)		U.S. $ Value


CBS Corp. 5.75%, 4/15/20	U.S.$		325	$	371,857
DirecTV Holdings LLC/DirecTV Financing Co., Inc. 3.80%, 3/15/22			274		279,108
4.45%, 4/01/24			372		388,119
5.20%, 3/15/20			114		127,477
Globo Comunicacao e Participacoes SA 5.307%, 5/11/22^(b)(c)			415		439,900
NBCUniversal Enterprise, Inc. 5.25%, 3/19/21^(b)(d)			409		426,052
Omnicom Group, Inc. 3.625%, 5/01/22			163		167,035
Reed Elsevier Capital, Inc. 8.625%, 1/15/19			460		569,565
Time Warner Cable, Inc.
5.00%, 2/01/20			35		39,172
8.75%, 2/14/19			25		31,402
Viacom, Inc. 3.875%, 4/01/24			339		339,125

					4,661,034

Communications - Telecommunications –1.4%
American Tower Corp.
3.50%, 1/31/23			300		287,109
4.70%, 3/15/22			395		410,676
5.05%, 9/01/20			35		38,144
AT&T, Inc.
3.00%, 2/15/22			1,255		1,240,798
5.35%, 9/01/40			280		298,948
Rogers Communications, Inc. 4.00%, 6/06/22	CAD		55		50,872
SBA Tower Trust 2.898%, 10/15/19^(b)	U.S.$		851		853,261
Telefonica Emisiones SAU 5.462%, 2/16/21			400		448,916
Verizon Communications, Inc.
5.15%, 9/15/23			1,001		1,121,008
7.35%, 4/01/39			300		404,459

					5,154,191

Consumer Cyclical - Automotive – 0.3%
Ford Motor Credit Co. LLC
2.597%, 11/04/19			400		397,896
5.875%, 8/02/21			640		739,687
Harley-Davidson Funding Corp. 5.75%, 12/15/14^(b)			30		30,181

					1,167,764


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			15

Portfolio of Investments


		Principal Amount (000)		U.S. $ Value


Consumer Cyclical - Other – 0.1%
Host Hotels & Resorts LP 5.25%, 3/15/22	U.S.$		175	$	191,139


Consumer Non-Cyclical – 1.0%
Actavis Funding SCS 3.85%, 6/15/24^(b)			278		270,578
Altria Group, Inc. 4.75%, 5/05/21			195		214,776
Bayer US Finance LLC 3.375%, 10/08/24^(b)			374		375,094
Bunge Ltd. Finance Corp.
5.10%, 7/15/15			125		128,773
8.50%, 6/15/19			75		92,788
Grupo Bimbo SAB de CV 3.875%, 6/27/24^(b)			648		644,954
Kroger Co. (The) 3.40%, 4/15/22			624		631,574
Reynolds American, Inc. 3.25%, 11/01/22			284		277,345
Thermo Fisher Scientific, Inc. 4.15%, 2/01/24			363		380,014
Tyson Foods, Inc. 2.65%, 8/15/19			199		200,897
3.95%, 8/15/24			650		662,939

					3,879,732

Energy – 2.0%
DCP Midstream LLC 4.75%, 9/30/21^(b)			405		436,124
Diamond Offshore Drilling, Inc. 4.875%, 11/01/43			350		314,725
Energy Transfer Partners LP 5.20%, 2/01/22			510		558,044
6.125%, 2/15/17			145		159,300
Enterprise Products Operating LLC 5.20%, 9/01/20			335		376,018
Kinder Morgan Energy Partners LP 3.95%, 9/01/22			846		843,712
4.15%, 3/01/22			104		106,303
Marathon Petroleum Corp. 5.125%, 3/01/21			280		313,339
Nabors Industries, Inc. 5.10%, 9/15/23			167		178,701
Nisource Finance Corp. 6.80%, 1/15/19			75		88,653
Noble Energy, Inc. 4.15%, 12/15/21			127		135,449
8.25%, 3/01/19			387		476,918


16		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

Portfolio of Investments


		Principal Amount (000)		U.S. $ Value


Reliance Holding USA, Inc. 5.40%, 2/14/22^(b)	U.S.$		1,060	$	1,161,540
Spectra Energy Capital LLC 8.00%, 10/01/19			8		9,915
Transocean, Inc. 6.375%, 12/15/21			2		2,102
6.50%, 11/15/20			740		761,153
Valero Energy Corp. 6.125%, 2/01/20			476		554,400
Weatherford International Ltd./Bermuda 9.625%, 3/01/19			70		89,453
Williams Partners LP 3.90%, 1/15/25			350		347,219
4.125%, 11/15/20			300		315,461
5.25%, 3/15/20			201		223,145

					7,451,674

Other Industrial – 0.1%
Hutchison Whampoa International 14 Ltd. 1.625%, 10/31/17^(b)			356		355,396

Technology – 1.0%
Agilent Technologies, Inc. 5.00%, 7/15/20			7		7,658
Baidu, Inc. 2.75%, 6/09/19			254		254,929
3.25%, 8/06/18			399		410,244
Kla-tencor Corp. 4.65%, 11/01/24			887		893,821
Motorola Solutions, Inc. 3.75%, 5/15/22			320		318,545
7.50%, 5/15/25			505		642,398
Seagate HDD Cayman 4.75%, 1/01/25^(b)			398		402,477
Telefonaktiebolaget LM Ericsson 4.125%, 5/15/22			50		52,291
Tencent Holdings Ltd. 3.375%, 5/02/19^(b)			626		636,506
Total System Services, Inc. 2.375%, 6/01/18			259		257,998

					3,876,867

Transportation - Services – 0.1%
Asciano Finance Ltd. 5.00%, 4/07/18^(b)			47		50,776
Ryder System, Inc. 3.15%, 3/02/15			105		105,876
5.85%, 11/01/16			105		114,497
7.20%, 9/01/15			10		10,532

					281,681

					33,445,901


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			17

Portfolio of Investments


		Principal Amount (000)		U.S. $ Value


Financial Institutions – 4.2%
Banking – 2.2%
Barclays Bank PLC 6.625%, 3/30/22^(b)	EUR		190	$	300,599
BPCE SA 5.70%, 10/22/23^(b)	U.S.$		670		719,486
Capital One Financial Corp. 5.25%, 2/21/17			150		162,984
Credit Suisse AG 6.50%, 8/08/23^(b)			621		684,720
Goldman Sachs Group, Inc. (The) 1.835%, 11/29/23^(e)			810		833,102
ING Bank NV 2.00%, 9/25/15^(b)			600		606,611
JPMorgan Chase & Co. 4.25%, 10/15/20			55		59,031
Macquarie Group Ltd. 7.625%, 8/13/19^(b)			65		78,274
Mizuho Financial Group Cayman 3 Ltd. 4.60%, 3/27/24^(b)			816		849,458
Morgan Stanley Series G 5.50%, 7/28/21			456		519,921
Murray Street Investment Trust I 4.647%, 3/09/17			52		55,516
National Capital Trust II Delaware 5.486%, 3/23/15^(b)(d)			45		45,394
Nordea Bank AB 6.125%, 9/23/24^(b)(d)			201		201,422
PNC Bank NA 3.80%, 7/25/23			940		968,638
Rabobank Capital Funding Trust III 5.254%, 10/21/16^(b)(d)			375		393,750
Standard Chartered PLC Series E 4.00%, 7/12/22^(b)			725		745,104
Turkiye Garanti Bankasi AS 4.75%, 10/17/19^(b)			354		358,751
UBS AG/Stamford CT 7.625%, 8/17/22			465		548,773

					8,131,534

Brokerage – 0.2%
Nomura Holdings, Inc. 2.00%, 9/13/16			809		819,117


Insurance – 1.1%
American International Group, Inc. 4.875%, 6/01/22			625		697,119
6.40%, 12/15/20			205		244,801


18		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

Portfolio of Investments


		Principal Amount (000)		U.S. $ Value


Coventry Health Care, Inc. 5.45%, 6/15/21	U.S.$		415	$	475,550
Dai-ichi Life Insurance Co., Ltd. (The) 5.10%, 10/28/24^(b)(d)			415		424,130
Hartford Financial Services Group, Inc. (The) 5.125%, 4/15/22			535		597,850
5.50%, 3/30/20			24		27,211
6.10%, 10/01/41			165		205,628
Lincoln National Corp. 8.75%, 7/01/19			175		222,260
MetLife, Inc. 5.70%, 6/15/35			90		108,976
7.717%, 2/15/19			180		220,004
Nationwide Financial Services, Inc. 5.375%, 3/25/21^(b)			360		404,908
Nationwide Mutual Insurance Co. 9.375%, 8/15/39^(b)			125		192,646
Prudential Financial, Inc. 5.625%, 6/15/43			340		352,750

					4,173,833

Other Finance – 0.0%
ORIX Corp. 4.71%, 4/27/15			37		37,675


REITS – 0.7%
HCP, Inc. 5.375%, 2/01/21			739		826,180
Health Care REIT, Inc. 5.25%, 1/15/22			890		986,470
Trust F/1401 5.25%, 12/15/24^(b)			825		870,375

					2,683,025

					15,845,184

Non Corporate Sectors – 0.5%
ABS - Other – 0.2%
Rio Oil Finance Trust Series 2014-1 6.25%, 7/06/24^(b)			487		506,480


Agencies - Not Government Guaranteed – 0.3%
CNOOC Finance 2013 Ltd. 3.00%, 5/09/23			621		589,074
CNOOC Nexen Finance 2014 ULC 4.25%, 4/30/24			239		246,922
OCP SA 5.625%, 4/25/24^(b)			330		346,153

					1,182,149

					1,688,629


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			19

Portfolio of Investments


		Principal Amount (000)		U.S. $ Value


Utility – 0.5%
Electric – 0.3%
Berkshire Hathaway Energy Co. 6.125%, 4/01/36	U.S.$		340	$	426,768
CMS Energy Corp. 5.05%, 3/15/22			144		161,344
Constellation Energy Group, Inc. 5.15%, 12/01/20			91		101,365
Exelon Generation Co. LLC 4.25%, 6/15/22			416		434,132

					1,123,609

Natural Gas – 0.2%
Talent Yield Investments Ltd. 4.50%, 4/25/22^(b)			480		499,488

					1,623,097

Total Corporates – Investment Grade (cost $51,050,090)					52,602,811


ASSET-BACKED SECURITIES – 9.3%
Autos - Fixed Rate – 6.3%
Ally Master Owner Trust Series 2013-1, Class A2 1.00%, 2/15/18			805		807,566
Series 2014-1, Class A2
1.29%, 1/15/19			1,398		1,400,572
AmeriCredit Automobile Receivables Trust Series 2012-3, Class A3 0.96%, 1/09/17			265		265,714
Series 2013-3, Class A3 0.92%, 4/09/18			1,245		1,247,326
Series 2013-4, Class A3 0.96%, 4/09/18			535		536,334
ARI Fleet Lease Trust
Series 2013-A, Class A2 0.70%, 12/15/15^(b)			383		383,470
Series 2014-A, Class A2 0.81%, 11/15/22^(b)			448		447,546
Avis Budget Rental Car Funding AESOP LLC
Series 2012-3A, Class A 2.10%, 3/20/19^(b)			420		423,097
Series 2013-2A, Class A 2.97%, 2/20/20^(b)			289		297,076
Series 2014-1A, Class A 2.46%, 7/20/20^(b)			1,689		1,695,976
California Republic Auto Receivables Trust Series 2014-2, Class A4 1.57%, 12/16/19			850		850,083


20		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

Portfolio of Investments


		Principal Amount (000)		U.S. $ Value


Capital Auto Receivables Asset Trust
Series 2013-3, Class A2 1.04%, 11/21/16	U.S.$		1,115	$	1,118,562
Series 2014-1, Class B
2.22%, 1/22/19			200		202,260
Capital Auto Receivables Asset Trust/Ally Series 2013-1, Class A2 0.62%, 7/20/16			306		306,134
Carfinance Capital Auto Trust Series 2013-1A, Class A 1.65%, 7/17/17^(b)			183		183,772
Chrysler Capital Auto Receivables Trust Series 2014-BA, Class A2 0.69%, 9/15/17^(b)			1,512		1,512,534
CPS Auto Receivables Trust
Series 2013-B, Class A
1.82%, 9/15/20^(b)			609		610,938
Series 2014-B, Class A
1.11%, 11/15/18^(b)			594		593,247
Enterprise Fleet Financing LLC Series 2014-1, Class A2 0.87%, 9/20/19^(b)			426		426,077
Exeter Automobile Receivables Trust
Series 2012-2A, Class A
1.30%, 6/15/17^(b)			83		83,009
Series 2013-1A, Class A
1.29%, 10/16/17^(b)			159		159,529
Series 2014-1A, Class A
1.29%, 5/15/18^(b)			344		344,160
Series 2014-2A, Class A
1.06%, 8/15/18^(b)			345		344,036
Flagship Credit Auto Trust Series 2013-1, Class A 1.32%, 4/16/18^(b)			169		169,512
Ford Auto Securitization Trust
Series 2013-R1A, Class A2
1.676%, 9/15/16^(b)	CAD		290		257,330
Series 2013-R4A, Class A1
1.487%, 8/15/15^(b)			22		19,102
Series 2014-R2A, Class A1
1.353%, 3/15/16^(b)			443		392,659
Ford Credit Auto Owner Trust Series 2012-D, Class B 1.01%, 5/15/18	U.S.$		225		224,228
Ford Credit Auto Owner Trust/Ford Credit Series 2014-2, Class A 2.31%, 4/15/26^(b)			728		730,621


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			21

Portfolio of Investments


		Principal Amount (000)		U.S. $ Value


Ford Credit Floorplan Master Owner Trust Series 2014-1, Class A1 1.20%, 2/15/19	U.S.$		993	$	993,667
Harley-Davidson Motorcycle Trust Series 2014-1, Class A3 1.10%, 9/15/19			415		415,797
Hertz Vehicle Financing LLC Series 2013-1A, Class A1 1.12%, 8/25/17^(b)			2,185		2,186,833
Hyundai Auto Receivables Trust Series 2012-B, Class C 1.95%, 10/15/18			165		168,099
Mercedes-Benz Auto Lease Trust
Series 2013-A, Class A3
0.59%, 2/15/16			583		582,633
Series 2014-A, Class A2A
0.48%, 6/15/16			668		667,998
Mercedes-Benz Master Owner Trust Series 2012-AA, Class A 0.79%, 11/15/17^(b)			1,193		1,195,396
Santander Drive Auto Receivables Trust
Series 2013-4, Class A3
1.11%, 12/15/17			1,020		1,022,528
Series 2013-5, Class A2A
0.64%, 4/17/17			210		210,484

					23,475,905

Autos - Floating Rate – 1.2%
Ally Master Owner Trust Series 2014-2, Class A 0.523%, 1/16/18^(e)			810		810,463
BMW Floorplan Master Owner Trust Series 2012-1A, Class A 0.553%, 9/15/17^(b)(e)			809		810,374
Ford Credit Floorplan Master Owner Trust Series 2013-1, Class A2 0.533%, 1/15/18^(e)			797		798,251
GE Dealer Floorplan Master Note Trust Series 2012-3, Class A 0.647%, 6/20/17^(e)			600		600,209
Hertz Fleet Lease Funding LP Series 2013-3, Class A 0.702%, 12/10/27^(b)(e)			1,324		1,326,324

					4,345,621

Credit Cards - Fixed Rate – 0.7%
American Express Credit Account Master Trust Series 2014-2, Class A 1.26%, 1/15/20			474		474,758


22		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

Portfolio of Investments


		Principal Amount (000)		U.S. $ Value


Barclays Dryrock Issuance Trust Series 2014-3, Class A 2.41%, 7/15/22	U.S.$		523	$	527,793
Chase Issuance Trust Series 2014-A1, Class A1 1.15%, 1/15/19			825		826,705
World Financial Network Credit Card Master Trust Series 2012-B, Class A 1.76%, 5/17/21			370		373,290
Series 2013-A, Class A 1.61%, 12/15/21			373		371,583

					2,574,129

Credit Cards - Floating Rate – 0.6%
Cabela’s Master Credit Card Trust Series 2014-1, Class A 0.503%, 3/16/20^(e)			600		599,699
First National Master Note Trust Series 2013-2, Class A 0.683%, 10/15/19^(e)			794		796,405
World Financial Network Credit Card Master Trust Series 2014-A, Class A 0.533%, 12/15/19^(e)			910		911,638

					2,307,742

Other ABS - Floating Rate – 0.3%
GE Dealer Floorplan Master Note Trust Series 2014-1, Class A 0.537%, 7/20/19^(e)			1,068		1,066,832


Other ABS - Fixed Rate – 0.2%
GE Equipment Small Ticket LLC Series 2014-1A, Class A2 0.59%, 8/24/16^(b)			924		924,555


Total Asset-Backed Securities (cost $34,673,438)					34,694,784


COMMERCIAL MORTGAGE-BACKED SECURITIES – 8.2%
Non-Agency Fixed Rate CMBS – 7.1%
Banc of America Commercial Mortgage Trust Series 2007-4, Class A1A 5.774%, 2/10/51			1,725		1,896,583
Series 2007-5, Class AM 5.772%, 2/10/51			258		276,460
Bear Stearns Commercial Mortgage Securities Trust Series 2006-PW12, Class A4 5.704%, 9/11/38			74		78,031


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			23

Portfolio of Investments


		Principal Amount (000)		U.S. $ Value


Series 2006-PW13, Class AJ 5.611%, 9/11/41	U.S.$		571	$	589,943
BHMS Mortgage Trust Series 2014-ATLS, Class AFX 3.601%, 7/05/33^(b)			1,070		1,074,480
CGRBS Commercial Mortgage Trust Series 2013-VN05, Class A 3.369%, 3/13/35^(b)			885		895,601
Citigroup Commercial Mortgage Trust Series 2006-C4, Class A1A 5.779%, 3/15/49			274		289,168
COBALT CMBS Commercial Mortgage Trust Series 2007-C3, Class A4 5.771%, 5/15/46			467		511,319
Commercial Mortgage Pass-Through Certificates Series 2007-GG9, Class A4 5.444%, 3/10/39			664		714,445
Series 2007-GG9, Class AM 5.475%, 3/10/39			598		631,191
Series 2013-SFS, Class A1 1.873%, 4/12/35^(b)			404		394,718
Credit Suisse Commercial Mortgage Trust Series 2007-C3, Class AM 5.702%, 6/15/39			463		488,727
Credit Suisse First Boston Mortgage Securities Corp. Series 2005-C1, Class A4 5.014%, 2/15/38			158		158,524
Extended Stay America Trust Series 2013-ESH7, Class A17 2.295%, 12/05/31^(b)			515		507,122
Greenwich Capital Commercial Funding Corp. Series 2005-GG3, Class A4 4.799%, 8/10/42			54		54,029
GS Mortgage Securities Corp. II Series 2013-KING, Class A 2.706%, 12/10/27^(b)			815		823,909
GS Mortgage Securities Trust Series 2013-G1, Class A1 2.059%, 4/10/31^(b)			722		713,714
JP Morgan Chase Commercial Mortgage Securities Trust Series 2004-LN2, Class A1A 4.838%, 7/15/41^(b)			255		253,852
Series 2006-CB15, Class A4 5.814%, 6/12/43			432		457,232
Series 2007-CB19, Class AM 5.703%, 2/12/49			295		312,604


24		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

Portfolio of Investments


		Principal Amount (000)		U.S. $ Value


Series 2007-LD12, Class AM 6.002%, 2/15/51	U.S.$		245	$	269,687
Series 2007-LDPX, Class A1A
5.439%, 1/15/49			1,902		2,059,201
Series 2007-LDPX, Class A3 5.42%, 1/15/49			411		443,633
Series 2008-C2, Class A1A 5.998%, 2/12/51			851		940,131
Series 2010-C2, Class A1 2.749%, 11/15/43^(b)			256		260,197
LB-UBS Commercial Mortgage Trust Series 2006-C1, Class A4 5.156%, 2/15/31			1,744		1,800,047
Series 2007-C1, Class A4 5.424%, 2/15/40			1,083		1,167,601
LSTAR Commercial Mortgage Trust Series 2014-2, Class A2 2.767%, 1/20/41^(b)			633		639,864
Merrill Lynch Mortgage Trust Series 2006-C2, Class A1A 5.739%, 8/12/43			610		651,743
Merrill Lynch/Countrywide Commercial Mortgage Trust Series 2006-4, Class A1A 5.166%, 12/12/49			2,256		2,399,925
Series 2007-9, Class A4 5.70%, 9/12/49			125		136,435
Motel 6 Trust Series 2012-MTL6, Class A2 1.948%, 10/05/25^(b)			553		552,455
UBS-Barclays Commercial Mortgage Trust Series 2012-C3, Class A4 3.091%, 8/10/49			277		278,427
Series 2012-C4, Class A5 2.85%, 12/10/45			2,309		2,274,156
WF-RBS Commercial Mortgage Trust Series 2013-C14, Class A5 3.337%, 6/15/46			862		877,188
Series 2014-C20, Class A2 3.036%, 5/15/47			648		672,036

					26,544,378

Non-Agency Floating Rate CMBS – 1.1%
Commercial Mortgage Pass Through Certificates Series 2014-KYO, Class A 1.053%, 6/11/27^(b)(e)			775		773,575


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			25

Portfolio of Investments


		Principal Amount (000)		U.S. $ Value


Commercial Mortgage Pass-Through Certificates Series 2014-SAVA, Class A 1.304%, 6/15/34^(b)(e)	U.S.$		664	$	663,926
Extended Stay America Trust Series 2013-ESFL, Class A2FL 0.852%, 12/05/31^(b)(e)			405		404,960
JP Morgan Chase Commercial Mortgage Securities Trust Series 2014-INN, Class A 1.073%, 6/15/29^(b)(e)			1,068		1,066,352
PFP III Ltd. Series 2014-1, Class A 1.324%, 6/14/31^(b)(e)			850		846,750
Resource Capital Corp., Ltd. Series 2014-CRE2, Class A 1.207%, 4/15/32^(b)(e)			452		451,500

					4,207,063


Total Commercial Mortgage-Backed Securities (cost $30,972,765)					30,751,441


CORPORATES – NON-INVESTMENT GRADE – 3.6%
Industrial – 1.8%
Basic – 0.0%
Novelis, Inc. 8.375%, 12/15/17			90		94,050


Capital Goods – 0.1%
Sealed Air Corp. 5.25%, 4/01/23^(b)			331		340,103


Communications - Media – 0.3%
CSC Holdings LLC 8.625%, 2/15/19			146		171,368
Numericable Group SA 5.375%, 5/15/22^(b)	EUR		231		300,605
Sirius XM Radio, Inc. 4.625%, 5/15/23^(b)	U.S.$		416		401,440
Univision Communications, Inc. 6.875%, 5/15/19^(b)			326		342,707

					1,216,120

Communications - Telecommunications – 0.2%
Sprint Corp. 7.875%, 9/15/23^(b)			400		433,000
Telecom Italia Capital SA 7.175%, 6/18/19			170		193,800

					626,800


26		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

Portfolio of Investments


		Principal Amount (000)		U.S. $ Value


Consumer Cyclical - Automotive – 0.2%
Dana Holding Corp. 6.00%, 9/15/23	U.S.$		147	$	154,350
General Motors Co. 3.50%, 10/02/18			425		437,750
Goodyear Tire & Rubber Co. (The) 8.25%, 8/15/20			190		204,250

					796,350

Consumer Cyclical - Other – 0.2%
KB Home 4.75%, 5/15/19			345		342,413
MCE Finance Ltd. 5.00%, 2/15/21^(b)			405		401,962

					744,375

Consumer Non-Cyclical – 0.0%
CHS/Community Health Systems, Inc. 5.125%, 8/15/18			174		180,960


Energy – 0.6%
Access Midstream Partners LP/ACMP Finance Corp. 4.875%, 3/15/24			406		424,270
California Resources Corp. 5.50%, 9/15/21^(b)			277		282,540
Cimarex Energy Co. 4.375%, 6/01/24			303		307,924
5.875%, 5/01/22			134		144,050
ONEOK, Inc. 4.25%, 2/01/22			463		457,298
Paragon Offshore PLC 6.75%, 7/15/22^(b)			62		47,275
7.25%, 8/15/24^(b)			360		275,400
Regency Energy Partners LP/Regency Energy Finance Corp. 4.50%, 11/01/23			115		114,137
SM Energy Co. 6.50%, 1/01/23			41		42,332

					2,095,226

Services – 0.1%
Sabre GLBL, Inc. 8.50%, 5/15/19^(b)			381		409,575


Transportation - Services – 0.1%
Hertz Corp. (The) 6.75%, 4/15/19			375		390,938

					6,894,497


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			27

Portfolio of Investments


		Principal Amount (000)		U.S. $ Value


Financial Institutions – 1.6%
Banking – 1.4%
Bank of America Corp. Series Z 6.50%, 10/23/24^(d)	U.S.$		374	$	384,285
Bank of Ireland 2.063%, 9/22/15^(e)	CAD		560		476,997
Barclays Bank PLC 6.86%, 6/15/32^(b)(d)	U.S.$		137		151,728
7.75%, 4/10/23			372		407,805
BNP Paribas SA 5.186%, 6/29/15^(b)(d)			257		259,570
Credit Agricole SA 7.875%, 1/23/24^(b)(d)			248		255,440
Danske Bank A/S Series E 5.684%, 2/15/17^(d)	GBP		287		471,740
HBOS Capital Funding LP 4.939%, 5/23/16^(d)	EUR		951		1,190,471
Intesa Sanpaolo SpA 5.017%, 6/26/24^(b)	U.S.$		689		673,369
Royal Bank of Scotland PLC (The) 9.50%, 3/16/22^(b)			102		116,576
Skandinaviska Enskilda Banken AB 5.471%, 3/23/15^(b)(d)			233		235,330
Societe Generale SA 4.196%, 1/26/15^(d)	EUR		202		253,136
5.922%, 4/05/17^(b)(d)	U.S.$		115		121,325
Unicredit Luxembourg Finance SA 6.00%, 10/31/17^(b)			325		350,396

					5,348,168

Finance – 0.2%
AerCap Aviation Solutions BV 6.375%, 5/30/17			200		212,000
International Lease Finance Corp. 5.875%, 4/01/19			294		316,785
Navient Corp. 7.25%, 1/25/22			54		60,345

					589,130

					5,937,298

Utility – 0.2%
Electric – 0.2%
AES Corp./VA 7.375%, 7/01/21			377		430,133
NRG Energy, Inc. 6.25%, 5/01/24^(b)			287		296,328

					726,461

Total Corporates – Non-Investment Grade (cost $13,542,997)					13,558,256


28		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

Portfolio of Investments


		Principal Amount (000)		U.S. $ Value


GOVERNMENTS – TREASURIES – 1.0%
Mexico – 1.0%
Mexican Bonos Series M 4.75%, 6/14/18 (cost $3,753,734)	MXN		50,615	$	3,768,357


COLLATERALIZED MORTGAGE OBLIGATIONS – 1.0%
GSE Risk Share Floating Rate – 1.0%
Federal Home Loan Mortgage Corp. Structured Agency Credit Risk Debt Notes Series 2013-DN2, Class M2 4.402%, 11/25/23^(e)	U.S.$		1,030		1,061,750
Series 2014-DN3, Class M3 4.152%, 8/25/24^(e)			1,055		1,017,065
Series 2014-HQ3, Class M3 4.903%, 10/25/24^(e)			425		425,938
Federal National Mortgage Association Connecticut Avenue Securities Series 2014-C01, Class M2 4.552%, 1/25/24^(e)			495		519,121
Series 2014-C03, Class 1M1 1.352%, 7/25/24^(e)			394		390,083
Structured Agency Credit Risk Debt Notes Series 2014-DN2, Class M3 3.752%, 4/25/24^(e)			320		300,331


Total Collateralized Mortgage Obligations (cost $3,726,815)					3,714,288


QUASI-SOVEREIGNS – 0.8%
Quasi-Sovereign Bonds – 0.8%
Chile – 0.1%
Empresa de Transporte de Pasajeros Metro SA 4.75%, 2/04/24^(b)			358		377,160


China – 0.3%
Sinopec Group Overseas Development 2013 Ltd. 4.375%, 10/17/23^(b)			995		1,042,256


Kazakhstan – 0.1%
KazMunayGas National Co. JSC 7.00%, 5/05/20^(b)			324		364,986


Malaysia – 0.1%
Petronas Capital Ltd. 5.25%, 8/12/19^(b)			310		348,205


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			29

Portfolio of Investments


		Principal Amount (000)		U.S. $ Value



Mexico – 0.1%
Petroleos Mexicanos 3.50%, 7/18/18	U.S.$		439	$	454,365


South Korea – 0.1%
Korea National Oil Corp. 3.125%, 4/03/17^(b)			450		465,390


Total Quasi-Sovereigns (cost $2,919,034)					3,052,362


EMERGING MARKETS – CORPORATE BONDS – 0.2%
Industrial – 0.2%
Communications - Telecommunications – 0.1%
Comcel Trust 6.875%, 2/06/24^(b)			208		222,560


Consumer Non-Cyclical – 0.1%
Marfrig Overseas Ltd. 9.50%, 5/04/20^(b)			370		390,812
Virgolino de Oliveira Finance SA 10.50%, 1/28/18^(b)			655		160,475

					551,287

Total Emerging Markets – Corporate Bonds (cost $970,420)					773,847


GOVERNMENTS – SOVEREIGN AGENCIES – 0.2%
Canada – 0.1%
NOVA Chemicals Corp. 5.25%, 8/01/23^(b)			391		408,595


Colombia – 0.1%
Ecopetrol SA 5.875%, 5/28/45			292		299,338


Total Governments – Sovereign Agencies (cost $717,969)					707,933


GOVERNMENTS – SOVEREIGN BONDS – 0.1%
Poland – 0.0%
Poland Government International Bond 3.875%, 7/16/15			16		16,372


30		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

Portfolio of Investments


		Principal Amount (000)		U.S. $ Value



Qatar – 0.1%
Qatar Government International Bond 4.50%, 1/20/22^(b)	U.S.$		360	$	398,232

Total Governments – Sovereign Bonds (cost $373,129)					414,604


		Shares
PREFERRED STOCKS – 0.0%
Financial Institutions – 0.0%
Insurance – 0.0%
Allstate Corp. (The) 5.10% (cost $52,500)			2,100		51,618


SHORT-TERM INVESTMENTS – 1.0%
Investment Companies – 1.0%
AllianceBernstein Fixed-Income Shares, Inc. –Government STIF Portfolio, 0.07%^(f)(g) (cost $3,846,482)			3,846,482		3,846,482


Total Investments – 122.4% (cost $459,489,103)					458,681,515
Other assets less liabilities – (22.4)%					(83,912,744	)


Net Assets – 100.0%				$	374,768,771

FUTURES (see Note D)


Type	Number of Contracts		Expiration Month		Original Value		Value at October 31, 2014		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
U.S. Ultra Bond (CBT) Futures		19		December 2014	$	2,895,566	$	2,979,437	$	83,871
Sold Contracts
U.S. Long Bond (CBT) Futures		14		December 2014		1,945,980		1,975,313		(29,333	)
U.S. T-Note 5 Yr (CBT) Futures		39		December 2014		4,638,694		4,657,758		(19,064	)
U.S. T-Note 10 Yr (CBT) Futures		219		December 2014		27,431,224		27,672,703		(241,479	)

									$	(206,005	)

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty

Contracts to
Deliver
(000)

In Exchange
For

(000)

Settlement
Date

Unrealized
Appreciation/
(Depreciation)

Deutsche Bank AG

USD 357

AUD 408

12/12/14

791

Goldman Sachs Bank USA

JPY 199,663

USD 1,845

12/05/14

67,452

JPMorgan Chase Bank

CAD 4,949

USD 4,417

11/21/14

27,895


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			31

Portfolio of Investments

Counterparty

Contracts to
Deliver
(000)

In Exchange
For

(000)

Settlement
Date

Unrealized
Appreciation/
(Depreciation)

Royal Bank of Scotland PLC

GBP 247

USD 399

11/14/14

4,119

Royal Bank of Scotland PLC

EUR 4,105

USD 5,203

11/21/14

58,831

Royal Bank of Scotland PLC

AUD 3,618

USD 3,176

12/12/14

1,017

State Street Bank & Trust Co.

MXN 51,758

USD 3,814

11/20/14

(25,809

)

State Street Bank & Trust Co.

USD 125

CAD 141

11/21/14

(330

)

133,966

CENTRALLY CLEARED CREDIT DEFAULT SWAPS (see Note D)


Clearing Broker/ (Exchange) & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at October 31, 2014			Notional Amount (000)		Market Value			Unrealized Appreciation/ (Depreciation)
Buy Contracts
Morgan Stanley & Co., LLC/(INTRCONX):
CDX-NAHY Series 21, 5 Year Index, 12/20/18*		(5.00	)%		2.88	%		3,267	$	(275,558	)	$	(166,719	)
Citigroup Global Markets, Inc./(INTRCONX):
CDX-NAHY Series 21, 5 Year Index, 12/20/18*		(5.00	)		2.88			4,079		(344,029	)		(104,527	)

									$	(619,587	)	$	(271,246	)

Termination Date

CENTRALLY CLEARED INTEREST RATE SWAPS (see Note D)


					Rate Type
Clearing Broker/ (Exchange)	Notional Amount (000)		Termination Date		Payments made by the Fund	Payments received by the Fund		Unrealized Appreciation/ (Depreciation)
Citigroup Global Markets, Inc./(CME Group)	$	1,940		6/25/21	2.247%		3 Month LIBOR	$	(35,832	)
Morgan Stanley & Co., LLC/(CME Group)	NZD	5,770		9/25/19	3 Month BKBM		4.390%		50,493
Morgan Stanley & Co., LLC/(CME Group)	CAD	7,010		10/03/19	1.993%		3 Month CDOR		(26,849	)
Morgan Stanley & Co., LLC/(CME Group)	$	5,360		10/07/19	3 Month LIBOR		1.935%		58,069
Morgan Stanley & Co., LLC/(CME Group)		6,980		10/31/19	3 Month LIBOR		1.747%		366
Morgan Stanley & Co., LLC/(CME Group)		2,610		1/14/24	2.980%		3 Month LIBOR		(151,342	)
Morgan Stanley & Co., LLC/(CME Group)		2,300		2/14/24	2.889%		3 Month LIBOR		(107,605	)
Morgan Stanley & Co., LLC/(CME Group)		3,280		4/28/24	2.817%		3 Month LIBOR		(112,775	)
Morgan Stanley & Co., LLC/(CME Group)		4,670		5/06/24	2.736%		3 Month LIBOR		(185,445	)
Morgan Stanley & Co., LLC/(CME Group)		1,890		5/29/24	3 Month LIBOR		2.628%		52,540


32		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

Portfolio of Investments


					Rate Type
Clearing Broker/ (Exchange)	Notional Amount (000)		Termination Date		Payments made by the Fund	Payments received by the Fund	Unrealized Appreciation/ (Depreciation)
Morgan Stanley & Co., LLC/(CME Group)	$	3,790		6/05/24	2.710%	3 Month LIBOR	$	(131,768	)
Morgan Stanley & Co., LLC/(CME Group)		3,330		7/02/24	2.632%	3 Month LIBOR		(84,642	)
Morgan Stanley & Co., LLC/(CME Group)		2,370		7/10/24	2.674%	3 Month LIBOR		(67,881	)
Morgan Stanley & Co., LLC/(CME Group)		1,900		7/18/24	3 Month LIBOR	2.668%		52,150
Morgan Stanley & Co., LLC/(CME Group)		2,810		9/24/24	3 Month LIBOR	2.691%		65,246
Morgan Stanley & Co., LLC/(CME Group)	NZD	3,880		9/25/24	4.628%	3 Month BKBM		(59,647	)

							$	(684,922	)

CREDIT DEFAULT SWAPS (see Note D)


Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at October 31, 2014			Notional Amount (000)		Market Value		Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Sale Contracts
Bank of America, NA:
CDX-NAIG Series 19, 5 Year Index, 12/20/17*		1.00	%		0.35	%	$	3,200	$	68,659	$	1,919		$	66,740
Credit Suisse International:
Kohl’s Corp., 6.25%, 12/15/17, 6/20/19*		1.00			0.97			446		450		(5,596	)		6,046
Kohl’s Corp., 6.25%, 12/15/17, 6/20/19*		1.00			0.97			262		264		(2,945	)		3,208
Kohl’s Corp., 6.25%, 12/15/17, 6/20/19*		1.00			0.97			182		183		(2,279	)		2,462
Kohl’s Corp., 6.25%, 12/15/17, 6/20/19*		1.00			0.97			180		182		(2,261	)		2,443
Deutsche Bank AG:
Anadarko Petroleum Corp., 5.95% 9/15/16, 9/20/17*		1.00			0.46			440		7,189		(8,938	)		16,127

									$	76,927	$	(20,100	)	$	97,026

Termination Date


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			33

Portfolio of Investments

INFLATION (CPI) SWAPS (see Note D)


					Rate Type
Swap Counterparty	Notional Amount (000)		Termination Date		Payments made by the Fund	Payments received by the Fund	Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC	$	21,900		7/15/16	1.984%	CPI#	$	(207,608	)
Barclays Bank PLC		12,100		1/15/18	2.069%	CPI#		(208,608	)
Citibank, NA		7,000		7/15/16	2.075%	CPI#		(97,111	)
Morgan Stanley Capital Services LLC		26,500		7/15/17	2.110%	CPI#		(360,318	)

							$	(873,645	)

Variable interest rate based on the rate of inflation as determined by the Consumer Price Index (CPI).

INTEREST RATE SWAPS (see Note D)


					Rate Type
Swap Counterparty	Notional Amount (000)		Termination Date		Payments made by the Fund	Payments received by the Fund	Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC	$	850		1/17/22	2.050%	3 Month LIBOR	$	1,372
Morgan Stanley Capital Services LLC		1,100		2/21/42	2.813%	3 Month LIBOR		41,328
Morgan Stanley Capital Services LLC		830		3/06/42	2.804%	3 Month LIBOR		33,598

							$	76,298

REVERSE REPURCHASE AGREEMENTS (see Note D)


Broker	Interest Rate			Maturity		U.S. $ Value at October 31, 2014
Bank of America		(0.10	)%*		11/05/14	$	8,620,572
Bank of America^†		0.22	%		—		11,389,824
Barclays Capital, Inc.^†		0.19	%		—		7,987,606
HSBC		0.14	%		12/09/14		27,832,090
HSBC		0.15	%		11/17/14		21,379,097
JPMorgan Chase		0.14	%		1/08/15		8,173,898

						$	85,383,087

Interest payment due from counterparty.

†

The reverse repurchase agreement matures on demand. Interest rate resets daily and the rate shown is the rate in effect on October 31, 2014

(a)

Position, or a portion thereof, has been segregated to collateralize reverse repurchase agreements.

(b)

Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At October 31, 2014, the aggregate market value of these securities amounted to $55,025,812 or 14.7% of net assets.

(c)

Coupon rate adjusts periodically based upon a predetermined schedule. Stated interest rate in effect at October 31, 2014.

(d)

Securities are perpetual and, thus, do not have a predetermined maturity date. The date shown, if applicable, reflects the next call date.


34		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

Portfolio of Investments

(e)

Floating Rate Security. Stated interest rate was in effect at October 31, 2014.

(f)

To obtain a copy of the fund’s financial statements, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

(g)

Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

Currency Abbreviations:

AUD – Australian Dollar

CAD – Canadian Dollar

EUR – Euro

GBP – Great British Pound

JPY – Japanese Yen

MXN – Mexican Peso

NZD – New Zealand Dollar

USD – United States Dollar

Glossary:

ABS – Asset-Backed Securities

ARMs – Adjustable Rate Mortgages

BKBM – Bank Bill Benchmark (New Zealand)

CBT – Chicago Board of Trade

CDOR – Canadian Dealer Offered Rate

CDX-NAHY – North American High Yield Credit Default Swap Index

CDX-NAIG – North American Investment Grade Credit Default Swap Index

CFC – Customer Facility Charge

CMBS – Commercial Mortgage-Backed Securities

CME – Chicago Mercantile Exchange

CPI – Consumer Price Index

GSE – Government-Sponsored Enterprise

INTRCONX – Inter-Continental Exchange

JSC – Joint Stock Company

LIBOR – London Interbank Offered Rates

REIT – Real Estate Investment Trust

TBA – To Be Announced

TIPS – Treasury Inflation Protected Security

See notes to financial statements.


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			35

Portfolio of Investments

STATEMENT OF ASSETS & LIABILITIES

October 31, 2014


Assets
Investments in securities, at value
Investments in securities, at value (cost $455,642,621)	$	454,835,033
Affiliated issuers (cost $3,846,482)		3,846,482
Cash		4,155
Due from broker		895,331	^(a)
Foreign currencies, at value (cost $154)		245
Receivable for investment securities sold		8,885,837
Interest receivable		1,424,332
Receivable for capital stock sold		1,113,363
Unrealized appreciation on forward currency exchange contracts		160,105
Unrealized appreciation on credit default swaps		97,026
Receivable for variation margin on exchange-traded derivatives		83,584
Unrealized appreciation on interest rate swaps		76,298

Total assets		471,421,791

Liabilities
Payable for reverse repurchase agreements		85,383,087
Payable for investment securities purchased		9,732,308
Unrealized depreciation on inflation swaps		873,645
Payable for capital stock redeemed		288,745
Advisory fee payable		128,090
Distribution fee payable		34,748
Unrealized depreciation on forward currency exchange contracts		26,139
Upfront premium received on credit default swaps		20,100
Administrative fee payable		16,889
Transfer Agent fee payable		6,219
Accrued expenses and other liabilities		143,050

Total liabilities		96,653,020

Net Assets	$	374,768,771

Composition of Net Assets
Capital stock, at par	$	34,964
Additional paid-in capital		381,983,570
Undistributed net investment income		1,795,374
Accumulated net realized loss on investment and foreign currency transactions		(6,505,950	)
Net unrealized depreciation on investments and foreign currency denominated assets and liabilities		(2,539,187	)

	$	374,768,771

See notes to financial statements.


36		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

Statement of Assets & Liabilities

Net Asset Value Per Share—27 billion shares of capital stock authorized, $.001 par value


Class	Net Assets		Shares Outstanding		Net Asset Value

A	$	15,859,283		1,472,123	$	10.77	*

C	$	3,596,447		337,967	$	10.64

Advisor	$	16,144,373		1,496,013	$	10.79

R	$	229,681		21,316	$	10.78

K	$	2,218,782		206,064	$	10.77

I	$	840,603		78,313	$	10.73

1	$	288,565,280		26,934,523	$	10.71

2	$	47,314,322		4,417,801	$	10.71

(a)

Represents amounts on deposit at the broker as collateral for open derivative contracts.

The maximum offering price per share for Class A shares was $11.25 which reflects a sales charge of 4.25%.

See notes to financial statements.


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			37

Statement of Assets & Liabilities

STATEMENT OF OPERATIONS

Year Ended October 31, 2014


Investment Income
Interest	$	9,784,776
Dividends
Unaffiliated issuers		33,181
Affiliated issuers		5,388
Consent fee income		2,396		$	9,825,741

Expenses
Advisory fee (see Note B)		2,079,818
Distribution fee—Class A		62,827
Distribution fee—Class C		44,011
Distribution fee—Class R		1,043
Distribution fee—Class K		4,676
Distribution fee—Class 1		326,244
Transfer agency—Class A		40,140
Transfer agency—Class C		8,834
Transfer agency—Advisor Class		21,439
Transfer agency—Class R		500
Transfer agency—Class K		3,000
Transfer agency—Class I		824
Transfer agency—Class 1		19,369
Transfer agency—Class 2		2,816
Custodian		207,638
Registration fees		96,083
Audit and tax		85,921
Printing		60,106
Administrative		51,054
Legal		39,955
Directors’ fees		6,107
Miscellaneous		20,528

Total expenses before interest expense		3,182,933
Interest expense		100,586

Total expenses		3,283,519
Less: expenses waived and reimbursed by the Adviser (see Note B)		(715,454	)

Net expenses					2,568,065

Net investment income					7,257,676

Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net realized gain (loss) on:
Investment transactions					(2,802,272	)
Futures					(1,028,131	)
Swaps					(526,571	)
Foreign currency transactions					1,025,281
Net change in unrealized appreciation/depreciation of:
Investments					3,482,495
Futures					(138,881	)
Swaps					(1,099,481	)
Foreign currency denominated assets and liabilities					158,389

Net loss on investment and foreign currency transactions					(929,171	)

Net Increase in Net Assets from Operations				$	6,328,505

See notes to financial statements.


38		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

Statement of Operations

STATEMENT OF CHANGES IN NET ASSETS


	Year Ended October 31, 2014			Year Ended October 31, 2013
Increase (Decrease) in Net Assets from Operations
Net investment income	$	7,257,676		$	3,471,793
Net realized loss on investment and foreign currency transactions		(3,331,693	)		(1,227,759	)
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		2,402,522			(17,735,854	)

Net increase (decrease) in net assets from operations		6,328,505			(15,491,820	)
Dividends and Distributions to Shareholders from
Net investment income
Class A		(324,609	)		(128,297	)
Class C		(47,997	)		(4,178	)
Advisor Class		(187,729	)		(57,090	)
Class R		(2,783	)		(683	)
Class K		(29,968	)		(12,054	)
Class I		(52,380	)		(3,856	)
Class 1		(6,051,926	)		(2,543,031	)
Class 2		(949,413	)		(535,851	)
Net realized gain on investment transactions
Class A		– 0	–		(3,042	)
Class C		– 0	–		(1,390	)
Advisor Class		– 0	–		(905	)
Class R		– 0	–		(90	)
Class K		– 0	–		(355	)
Class I		– 0	–		(45	)
Class 1		– 0	–		(33,481	)
Class 2		– 0	–		(8,262	)
Capital Stock Transactions
Net increase (decrease)		(27,646,661	)		147,564,135

Total increase (decrease)		(28,964,961	)		128,739,705
Net Assets
Beginning of period		403,733,732			274,994,027

End of period (including undistributed net investment income of $1,795,374 and $1,025,229, respectively)	$	374,768,771		$	403,733,732

See notes to financial statements.


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			39

Statement of Changes in Net Assets

STATEMENT OF CASH FLOWS

For the Year Ended October 31, 2014


Cash flows from operating activities
Net increase in net assets from operations				$	6,328,505
Reconciliation of Net Increase in Net Assets from Operations to Net Increase in Cash from Operating Activities:
Decrease in interest and dividends receivable	$	276,823
Increase in receivable for investments sold		(8,606,974	)
Net accretion of bond discount and amortization of bond premium		3,683,444
Inflation index adjustment		(6,164,331	)
Increase in payable for investments purchased		9,214,818
Decrease in accrued expenses and other liabilities		(5,755	)
Decrease in due from broker		184,390
Purchases of long-term investments		(399,597,206	)
Purchases of short-term investments		(404,262,989	)
Proceeds from disposition of long-term investments		388,020,574
Proceeds from disposition of short-term investments		436,667,195
Proceeds on swaps, net		(810,526	)
Payments for exchange-traded derivatives settlements		(2,125,086	)
Variation margin received on exchange-traded derivatives		(205,855	)
Net realized loss on investment and foreign currency transactions		3,331,693
Net change in unrealized appreciaton/depreciation of investments and foreign currency denominated assets and liabilities		(2,402,522	)

Total adjustments					17,197,693

Net increase in cash from operating activities				$	23,526,198

Financing Activities:
Redemptions of capital stock, net		(33,558,231	)
Decrease in due to custodian		(30,072,307	)
Cash dividends paid (net of dividend reinvestments)*		(1,745,194	)
Increase in reverse repurchase agreements		40,670,037

Net decrease in cash from financing activities					(24,705,695	)
Effect of exchange rate on cash					1,183,670

Net increase in cash					4,173
Net change in cash
Cash at beginning of year					227

Cash at end of year				$	4,400

* Reinvestment of dividends		5,901,611
Supplemental disclosure of cash flow information:
Interest expense paid during the year		96,263

In accordance with U.S. GAAP, the Strategy has included a Statement of Cash Flows as a result of its significant investments in reverse repurchase agreements throughout the year.

See notes to financial statements.


40		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

Statement of Cash Flows

NOTES TO FINANCIAL STATEMENTS

October 31, 2014

NOTE A

Significant Accounting Policies

AllianceBernstein Bond Fund, Inc. (the “Fund”) is registered under the Investment Company Act of 1940 as an open-end management investment company. The Fund, which is a Maryland corporation, operates as a series company comprised of nine portfolios currently in operation: the Intermediate Bond Portfolio, the Bond Inflation Strategy Portfolio, the Municipal Bond Inflation Strategy Portfolio, the Real Asset Strategy Portfolio, the Government Reserves Portfolio, the Tax-Aware Fixed Income Portfolio, the Limited Duration High Income Portfolio, the AllianceBernstein Credit Long/Short Portfolio and the AllianceBernstein High Yield Portfolio. They are each diversified Portfolios, with the exception of the Limited Duration High Income Portfolio, which is non-diversified. The Government Reserves Portfolio commenced operations on May 1, 2013. The Tax-Aware Fixed Income Portfolio commenced operations on December 11, 2013. The AllianceBernstein Credit Long/Short Portfolio commenced operations on May 7, 2014. The AllianceBernstein High Yield Portfolio commenced operations July 15, 2014. Each Portfolio is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the Bond Inflation Strategy Portfolio (the “Strategy”). The Strategy has authorized the issuance of Class A, Class B, Class C, Advisor Class, Class R, Class K, Class I, Class 1 and Class 2 shares. Class B shares are not currently being offered. Class 1 shares are sold only to the private clients of Sanford C. Bernstein & Co. LLC by its registered representatives. Class A shares are sold with a front-end sales charge of up to 4.25% for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase. Class R, Class K, and Class 1 shares are sold without an initial or contingent deferred sales charge. Advisor Class, Class I, and Class 2 shares are sold without an initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All nine classes of shares have identical voting, dividend, liquidation and other rights, except that the classes bear different distribution and transfer agency expenses. Each class has exclusive voting rights with respect to its distribution plan. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Strategy.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			41

Notes to Financial Statements

are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less. If the original term to maturity exceeded 60 days, the securities are valued by a pricing service, if a market price is available. If a market price is not available, the securities are valued by using amortized cost as of the 61st day prior to maturity. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Strategy may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Strategy values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities.


42		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

Notes to Financial Statements

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Strategy would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Strategy. Unobservable inputs reflect the Strategy’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

•

Level 1—quoted prices in active markets for identical investments

•

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•

Level 3—significant unobservable inputs (including the Strategy’s own assumptions in determining the fair value of investments)

The fair value of debt instruments, such as bonds, and over-the-counter derivatives is generally based on market price quotations, recently executed market transactions (where observable) or industry recognized modeling techniques and are generally classified as Level 2. Pricing vendor inputs to Level 2 valuations may include quoted prices for similar investments in active markets, interest rate curves, coupon rates, currency rates, yield curves, option adjusted spreads, default rates, credit spreads and other unique security features in order to estimate the relevant cash flows which are then discounted to calculate fair values. If these inputs are unobservable and significant to the fair value, these investments will be classified as Level 3. In addition, non-agency rated investments are classified as Level 3.

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			43

Notes to Financial Statements

investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

Valuations of mortgage-backed or other asset-backed securities, by pricing vendors, are based on both proprietary and industry recognized models and discounted cash flow techniques. Significant inputs to the valuation of these instruments are value of the collateral, the rates and timing of delinquencies, the rates and timing of prepayments, and default and loss expectations, which are driven in part by housing prices for residential mortgages. Significant inputs are determined based on relative value analyses, which incorporate comparisons to instruments with similar collateral and risk profiles, including relevant indices. Mortgage and asset-backed securities for which management has collected current observable data through pricing services are generally categorized within Level 2. Those investments for which current observable data has not been provided are classified as Level 3.

Other fixed income investments, including non-U.S. government and corporate debt, are generally valued using quoted market prices, if available, which are typically impacted by current interest rates, maturity dates and any perceived credit risk of the issuer. Additionally, in the absence of quoted market prices, these inputs are used by pricing vendors to derive a valuation based upon industry or proprietary models which incorporate issuer specific data with relevant yield/spread comparisons with more widely quoted bonds with similar key characteristics. Those investments for which there are observable inputs are classified as Level 2. Where the inputs are not observable, the investments are classified as Level 3.

The following table summarizes the valuation of the Strategy’s investments by the above fair value hierarchy levels as of October 31, 2014:

Investments in
Securities:

Level 1

Level 2

Level 3

Total

Assets:

Inflation-Linked Securities

– 0

–

310,744,732

– 0

–

310,744,732

Corporates – Investment Grade

– 0

–

52,602,811

– 0

–

52,602,811

Asset-Backed Securities

– 0

–

31,876,692

2,818,092

34,694,784

Commercial Mortgage-Backed Securities

– 0

–

26,785,466

3,965,975

30,751,441

Corporates – Non-Investment Grade

– 0

–

13,558,256

– 0

–

13,558,256

Governments – Treasuries

– 0

–

3,768,357

– 0

–

3,768,357

Collateralized Mortgage Obligations

– 0

–

– 0

–

3,714,288

Quasi-Sovereigns

– 0

–

3,052,362

– 0

–

3,052,362

Emerging Markets – Corporate Bonds

– 0

–

773,847

– 0

–

773,847

Governments – Sovereign Agencies

– 0

–

707,933

– 0

–

707,933

Governments – Sovereign Bonds

– 0

–

414,604

– 0

–

414,604

Preferred Stocks

51,618

– 0

–

– 0

–

51,618

Short-Term Investments

3,846,482

– 0

–

– 0

–

3,846,482

Total Investments in Securities

3,898,100

444,285,060

10,498,355

458,681,515


44		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

Notes to Financial Statements

Investments in
Securities:

Level 1

Level 2

Level 3

Total

Other Financial Instruments* :

Assets:

Futures

83,871

– 0

–

– 0

–

83,871

Forward Currency Exchange Contracts

– 0

–

160,105

– 0

–

160,105

Centrally Cleared Interest Rate Swaps

– 0

–

278,864

– 0

–

278,864

Credit Default Swaps

– 0

–

97,026

– 0

–

97,026

Interest Rate Swaps

– 0

–

76,298

– 0

–

76,298

Liabilities:

Futures

(289,876

)

– 0

–

– 0

–

(289,876

Forward Currency Exchange Contracts

– 0

–

(26,139

)

– 0

–

(26,139

)

Centrally Cleared Credit Default Swaps

– 0

–

(271,246

)

– 0

–

(271,246

Centrally Cleared Interest Rate Swaps

– 0

–

(963,786

)

– 0

–

(963,786

Inflation (CPI) Swaps

– 0

–

(873,645

)

– 0

–

(873,645

)

Total+

3,692,095

442,762,537

10,498,355

456,952,987

Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative appreciation/(depreciation) of exchange-traded derivatives as reported in the portfolio of investments.

There were no transfers between any levels during the reporting period.

The Strategy recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value.


	Asset-Backed Securities			Commercial Mortgage-Backed Securities			Collateralized Mortgage Obligations
Balance as of 10/31/13	$	1,887,711		$	2,373,786		$	2,328,160
Accrued discounts/(premiums)		3,983			(14,078	)		9,680
Realized gain (loss)		(1,523	)		319			(43,932	)
Change in unrealized appreciation/depreciation		21,926			(32,718	)		96,485
Purchases		2,817,203			2,143,220			3,753,602
Sales		(1,911,208	)		(504,554	)		(2,429,707	)
Settlements		– 0	–		– 0	–		– 0	–
Transfers in to Level 3		– 0	–		– 0	–		– 0	–
Transfers out of Level 3		– 0	–		– 0	–		– 0	–

Balance as of 10/31/14	$	2,818,092		$	3,965,975		$	3,714,288

Net change in unrealized appreciation/depreciation from investments held as of 10/31/14*	$	857		$	(26,085	)	$	(12,527	)


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			45

Notes to Financial Statements


	Centrally Cleared Interest Rate Swaps			Total
Balance as of 10/31/13	$	(41,645	)	$	6,548,012
Accrued discounts/(premiums)		– 0	–		(415	)
Realized gain (loss)		(16,839	)		(61,975	)
Change in unrealized appreciation/depreciation		41,645			127,338
Purchases		– 0	–		8,714,025
Sales		– 0	–		(4,845,469	)
Settlements		16,839			16,839
Transfers in to Level 3		– 0	–		– 0	–
Transfers out of Level 3		– 0	–		– 0	–

Balance as of 10/31/14	$	– 0	–	$	10,498,355

Net change in unrealized appreciation/depreciation from investments held as of 10/31/14*	$	– 0	–	$	(37,755	)

The unrealized appreciation/depreciation is included in net change in unrealized appreciation/depreciation of investments in the accompanying statement of operations.

As of October 31, 2014 all Level 3 securities were priced by third party vendors.

The Adviser has established a Valuation Committee (the “Committee”) which is responsible for overseeing the pricing and valuation of all securities held in the Strategy. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.


46		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

Notes to Financial Statements

2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Strategy’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Strategy’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Strategy may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Strategy’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (all years since inception of the Strategy’s) and has concluded that no provision for income tax is required in the Strategy’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Strategy is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Strategy amortizes premiums and accretes discounts as adjustments to interest income.


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			47

Notes to Financial Statements

6. Class Allocations

All income earned and expenses incurred by the Strategy are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Strategy represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Strategy or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Strategy pays the Adviser an advisory fee at an annual rate of .50% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion, of the Strategy’s average daily net assets. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis (“Expense Caps”) to .80%, 1.50%, .50%, 1.00%, .75%, .50%, .60% and .50% of the daily average net assets for the Class A, Class C, Advisor Class, Class R, Class K, Class I, Class 1, and Class 2 shares, respectively. Prior to February 1, 2014, the Expense Caps were .75%, 1.45%, .45%, .95%, .70%, .45%, .55% and .45% of the daily average net assets for the Class A, Class C, Advisor Class, Class R, Class K, Class I, Class 1, and Class 2 shares, respectively. Under the agreement, fees waived and expenses borne by the Adviser were subject to repayment by the Strategy until January 26, 2013. No repayment was made that would cause the Strategy’s total annualized operating expenses to exceed the net fee percentage set forth above, or would have exceeded the amount of offering expenses as recorded by the Strategy before January 26, 2011. This fee waiver and/or expense reimbursement agreement will remain in effect until January 31, 2015 and then may be extended for additional one-year terms. For the year ended October 31, 2014, such reimbursement amounted to $715,454.

Pursuant to the investment advisory agreement, the Strategy may reimburse the Adviser for certain legal and accounting services provided to the Strategy by the Adviser. For the year ended October 31, 2014, the reimbursement for such services amounted to $51,054.

The Strategy compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for


48		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

Notes to Financial Statements

providing personnel and facilities to perform transfer agency services for the Strategy. ABIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. Such compensation retained by ABIS amounted to $74,080 for the year ended October 31, 2014.

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, serves as the distributor of the Strategy’s shares. The Distributor has advised the Strategy that it has retained front-end sales charges of $601 from the sale of Class A shares and received $0 and $319 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A and Class C shares, respectively, for the year ended October 31, 2014.

The Strategy may invest in the AllianceBernstein Fixed-Income Shares, Inc.—Government STIF Portfolio (“Government STIF Portfolio”), an open-end management investment company managed by the Adviser. The Government STIF Portfolio is offered as a cash management option to mutual funds and other institutional accounts of the Adviser, and is not available for direct purchase by members of the public. The Government STIF Portfolio pays no investment management fees but does bear its own expenses. A summary of the Strategy’s transactions in shares of the Government STIF Portfolio for the year ended October 31, 2014 is as follows:

Market Value

October 31, 2013

(000)

Purchases
at Cost
(000)

Sales
Proceeds
(000)

Market Value
October 31, 2014
(000)

Dividend
Income
(000)

$ 36,251

404,262

436,667

3,846

Brokerage commissions paid on investment transactions for the year ended October 31, 2014 amounted to $5,365, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

NOTE C

Distribution Services Agreement


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			49

Notes to Financial Statements

of the Strategy’s operations, the Distributor has incurred expenses in excess of the distribution costs reimbursed by the Strategy in the amounts of $226,250, $15,717, $17,185 and $9,759 for Class C, Class R, Class K and Class 1 shares, respectively. While such costs may be recovered from the Strategy in future periods so long as the Agreement is in effect, the rate of the distribution and servicing fees payable under the Agreement may not be increased without a shareholder vote. In accordance with the Agreement, there is no provision for recovery of unreimbursed distribution costs incurred by the Distributor beyond the current fiscal year for Class A shares. The Agreement also provides that the Adviser may use its own resources to finance the distribution of the Strategy’s shares.

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended October 31, 2014 were as follows:


	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	90,946,950	$	81,662,871
U.S. government securities		308,650,256		295,873,732

Accordingly, gross unrealized appreciation and unrealized depreciation (excluding futures, foreign currency and swap transactions) are as follows:


Cost	$	460,133,632

Gross unrealized appreciation	$	3,199,453
Gross unrealized depreciation		(4,651,570	)

Net unrealized depreciation	$	(1,452,117	)

1. Derivative Financial Instruments

The Strategy may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The principal types of derivatives utilized by the Strategy, as well as the methods in which they may be used are:

•

Futures

The Strategy may buy or sell futures for investment purposes or for the purpose of hedging its portfolio against adverse effects of potential movements in the market. The Strategy bears the market risk that arises from changes in the value of these instruments and the imperfect correlation between movements in the price of the futures and movements in the price of the assets, reference rates or indices which they are designed to track. Among other things, the Strategy may purchase or sell futures for


50		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

Notes to Financial Statements

foreign currencies or options thereon for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

At the time the Strategy enters into futures, the Strategy deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Such amount is shown as due from broker on the statement of assets and liabilities. Pursuant to the contract, the Strategy agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Strategy as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for exchange-traded futures is generally less than privately negotiated futures, since the clearinghouse, which is the issuer or counterparty to each exchange-traded future, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Strategy records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Use of long futures subjects the Strategy to risk of loss in excess of the amounts shown on the statement of assets and liabilities, up to the notional value of the futures. Use of short futures subjects the Strategy to unlimited risk of loss. Under some circumstances, futures exchanges may establish daily limits on the amount that the price of futures can vary from the previous day’s settlement price, which could effectively prevent liquidation of unfavorable positions.

During the year ended October 31, 2014, the Strategy held futures for hedging and non-hedging purposes.

•

Forward Currency Exchange Contracts

The Strategy may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sale commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions. Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and/or depreciation by the Strategy. Risks may


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			51

Notes to Financial Statements

arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar.

During the year ended October 31, 2014, the Strategy held forward currency exchange contracts for hedging and non-hedging purposes.

•

Swaps

The Strategy may enter into swaps to hedge its exposure to interest rates, credit risk, or currencies. The Strategy may also enter into swaps for non-hedging purposes as a means of gaining market exposures, including by making direct investments in foreign currencies, as described below under “Currency Transactions” or in order to take a “long” or “short” position with respect to an underlying referenced asset described below under “Total Return Swaps”. A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specified prices or rates for a specified amount of an underlying asset. The payment flows are usually netted against each other, with the difference being paid by one party to the other. In addition, collateral may be pledged or received by the Strategy in accordance with the terms of the respective swaps to provide value and recourse to the Strategy or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap.

Risks may arise as a result of the failure of the counterparty to the swap to comply with the terms of the swap. The loss incurred by the failure of a counterparty is generally limited to the net interim payment to be received by the Strategy, and/or the termination value at the end of the contract. Therefore, the Strategy considers the creditworthiness of each counterparty to a swap in evaluating potential counterparty risk. This risk is mitigated by having a netting arrangement between the Strategy and the counterparty and by the posting of collateral by the counterparty to the Strategy to cover the Strategy’s exposure to the counterparty. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities. The Strategy accrues for the interim payments on swaps on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swaps on the statement of assets and liabilities, where applicable. Once the interim payments are settled in cash, the net amount is recorded as realized gain/(loss) on swaps on the statement of operations, in addition to any realized gain/(loss) recorded upon the termination of swaps. Upfront premiums paid or received are recognized as cost or proceeds on the statement of assets and liabilities and are amortized on a straight line basis over the life of the contract. Amortized upfront premiums are included in net realized gain/(loss) from swaps on the statement of operations. Fluctuations in the value of swaps are recorded as a component of net change in unrealized appreciation/depreciation of swaps on the statement of operations.


52		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

Notes to Financial Statements

Certain standardized swaps, including certain interest rate swaps and credit default swaps, are (or soon will be) subject to mandatory central clearing. Cleared swaps are transacted through futures commission merchants (“FCMs”) that are members of central clearinghouses, with the clearinghouse serving as central counterparty, similar to transactions in futures contracts. Centralized clearing will be required for additional categories of swaps on a phased-in basis based on requirements published by the Securities and Exchange Commission and Commodity Futures Trading Commission.

At the time the Strategy enters into a centrally cleared swap, the Strategy deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Such amount is shown as due from broker on the statement of assets and liabilities. Pursuant to the contract, the Strategy agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Strategy as unrealized gains or losses. Risks may arise from the potential of a counterparty to meet the terms of the contract. The credit/counterparty risk for swaps cleared through a central clearing house’s exchange is generally less than privately negotiated swaps, since the clearinghouse, which is the issuer or counterparty to each exchange-traded swap, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Strategy records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Interest Rate Swaps:

The Strategy is subject to interest rate risk exposure in the normal course of pursuing its investment objectives. Because the Strategy holds fixed rate bonds, the value of these bonds may decrease if interest rates rise. To help hedge against this risk and to maintain its ability to generate income at prevailing market rates, the Strategy may enter into interest rate swaps. Interest rate swaps are agreements between two parties to exchange cash flows based on a notional amount. The Strategy may elect to pay a fixed rate and receive a floating rate, or, receive a fixed rate and pay a floating rate on a notional amount.

In addition, the Strategy may also enter into interest rate swap transactions to preserve a return or spread on a particular investment or portion of its portfolio, or protecting against an increase in the price of securities the Strategy anticipates purchasing at a later date. Interest rate swaps involve the exchange by a Strategy with another party of their respective commitments to pay or receive interest (e.g., an exchange of floating rate payments for fixed rate payments) computed based on a contractually-based principal (or “notional”) amount. Interest rate swaps are entered


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			53

Notes to Financial Statements

into on a net basis (i.e., the two payment streams are netted out, with the Strategy receiving or paying, as the case may be, only the net amount of the two payments).

During the year ended October 31, 2014, the Strategy held interest rate swaps for hedging and non-hedging purposes.

Inflation (CPI) Swaps:

Inflation swaps are contracts in which one party agrees to pay the cumulative percentage increase in a price index (the Consumer Price Index with respect to CPI swaps) over the term of the swap (with some lag on the inflation index), and the other pays a compounded fixed rate. Inflation swaps may be used to protect the net asset value, or NAV, of a Strategy against an unexpected change in the rate of inflation measured by an inflation index since the value of these agreements is expected to increase if unexpected inflation increases.

During the year ended October 31, 2014, the Strategy held inflation (CPI) swaps for hedging and non-hedging purposes.

Credit Default Swaps:

The Strategy may enter into credit default swaps, including to manage its exposure to the market or certain sectors of the market, to reduce its risk exposure to defaults by corporate and sovereign issuers held by the Strategy, or to create exposure to corporate or sovereign issuers to which it is not otherwise exposed. The Strategy may purchase credit protection (“Buy Contract”) or provide credit protection (“Sale Contract”) on the referenced obligation of the credit default swap. During the term of the swap, the Strategy receives/(pays) fixed payments from/(to) the respective counterparty, calculated at the agreed upon rate applied to the notional amount. If the Strategy is a buyer/(seller) of protection and a credit event occurs, as defined under the terms of the swap, the Strategy will either (i) receive from the seller/(pay to the buyer) of protection an amount equal to the notional amount of the swap (the “Maximum Payout Amount”) and deliver/(take delivery of) the referenced obligation or (ii) receive/(pay) a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation.

In certain circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront premium received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swaps entered into by the Portfolio for the same reference obligation with the same counterparty. As of September 30, 2014, the Portfolio did not have Buy Contracts outstanding with respect to the same referenced obligation and same counterparty for its Sales Contracts outstanding


54		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

Notes to Financial Statements

Credit default swaps may involve greater risks than if a Strategy had invested in the referenced obligation directly. Credit default swaps are subject to general market risk, liquidity risk, counterparty risk and credit risk. If the Strategy is a buyer of protection and no credit event occurs, it will lose the payments it made to its counterparty. If the Strategy is a seller of protection and a credit event occurs, the value of the referenced obligation received by the Strategy coupled with the periodic payments previously received, may be less than the Maximum Payout Amount it pays to the buyer, resulting in a net loss to the Strategy.

During the year ended October 31, 2014, the Strategy held credit default swaps for hedging and non-hedging purposes.

Implied credit spreads over U.S. Treasuries of comparable maturity utilized in determining the market value of credit default swaps on issuers as of period end are disclosed in the portfolio of investments. The implied spreads serve as an indicator of the current status of the payment/performance risk and typically reflect the likelihood of default by the issuer of the referenced obligation. The implied credit spread of a particular reference obligation also reflects the cost of buying/selling protection and may reflect upfront payments required to be made to enter into the agreement. Widening credit spreads typically represent a deterioration of the referenced obligation’s credit soundness and greater likelihood of default or other credit event occurring as defined under the terms of the agreement. A credit spread identified as “Defaulted” indicates a credit event has occurred for the referenced obligation.

The Strategy typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) or similar master agreements (collectively, “Master Agreements”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Strategy typically may offset with the counterparty certain derivative financial instrument’s payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination.


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			55

Notes to Financial Statements

any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party. In the event of a default by a Master Agreements counterparty, the return of collateral with market value in excess of the Strategy’s net liability, held by the defaulting party, may be delayed or denied.

The Strategy’s Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Strategy decline below specific levels (“net asset contingent features”). If these levels are triggered, the Strategy’s counterparty has the right to terminate such transaction and require the Strategy to pay or receive a settlement amount in connection with the terminated transaction. For additional details, please refer to netting arrangements by counterparty tables below.

At October 31, 2014, the Strategy had entered into the following derivatives:

Asset Derivatives

Liability Derivatives

Derivative Type

Statement of
Assets and
Liabilities
Location

Fair Value

Statement of
Assets and
Liabilities
Location

Fair Value

Interest rate contracts

Receivable/Payable for variation margin on exchange-traded derivatives

362,735

Receivable/Payable for variation margin on exchange-traded derivatives

1,253,662

Credit contracts

Receivable/Payable for variation margin on exchange-traded derivatives

271,246

Foreign exchange contracts

Unrealized appreciation on forward currency exchange contracts

160,105

Unrealized depreciation on forward currency exchange contracts

26,139

Interest rate contracts

Unrealized appreciation on interest rate swaps

76,298

Interest rate contracts

Unrealized depreciation on inflation swaps

873,645

Credit contracts

Unrealized appreciation on credit default swaps

97,026

Total

696,164

2,424,692


56		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

Notes to Financial Statements

The effect of derivative instruments on the statement of operations for the year ended October 31, 2014:


Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Interest rate contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures	$	(1,028,131	)	$	(138,881	)

Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities		(93,504	)		162,341

Interest rate contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(265,360	)		(1,025,275	)

Credit contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(261,211	)		(74,206	)

Total		$	(1,648,206	)	$	(1,076,021	)

The following table represents the volume of the Strategy’s derivative transactions during the year ended October 31, 2014:


Futures:
Average original value of buy contracts	$	22,773,117
Average original value of sale contracts	$	27,357,894

Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	9,525,964
Average principal amount of sale contracts	$	20,310,560

Interest Rate Swaps:
Average notional amount	$	6,622,308

Inflation Swaps:
Average notional amount	$	75,115,385

Centrally Cleared Interest Rate Swaps:
Average notional amount	$	31,264,549	^(a)

Credit Default Swaps:
Average notional amount of sale contracts	$	4,079,870

Centrally Cleared Credit Default Swaps:
Average notional amount of buy contracts	$	6,948,831

^(a)

Positions were open for eleven months during the year.


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			57

Notes to Financial Statements

For financial reporting purposes, the Strategy does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the statement of assets and liabilities.

All derivatives held at period end were subject to netting arrangements. The following table presents the Strategy’s derivative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/ pledged by the Strategy as of October 31, 2014:

Counterparty

Derivative
Assets
Subject to a
MA

Derivative
Available for
Offset

Cash
Collateral
Received*

Security
Collateral
Received*

Net Amount

of Derivatives
Assets

Exchange-Traded Derivatives:

Goldman Sachs & Co.**

60,445

– 0

–

– 0

–

– 0

–

60,445

Morgan Stanley & Co., LLC**

23,706

– 0

–

– 0

–

– 0

–

23,706

Total

84,151

– 0

–

– 0

–

– 0

–

84,151

OTC Derivatives:

Bank of America, NA

68,659

– 0

–

– 0

–

– 0

–

68,659

Barclays Bank PLC

1,372

(1,372

)

– 0

–

– 0

–

– 0

–

Credit Suisse International

1,079

– 0

–

– 0

–

– 0

–

1,079

Deutsche Bank AG

7,980

– 0

–

– 0

–

– 0

–

7,980

Goldman Sachs Bank USA

67,452

– 0

–

– 0

–

– 0

–

67,452

JPMorgan Chase Bank, NA

27,895

– 0

–

– 0

–

– 0

–

27,895

Morgan Stanley Capital Services LLC

74,926

(74,926

)

– 0

–

– 0

–

– 0

–

Royal Bank of Scotland PLC

63,967

– 0

–

– 0

–

– 0

–

63,967

Total

313,330

(76,298

)

– 0

–

– 0

–

237,032

Counterparty

Derivative

Liabilities
Subject to a
MA

Derivative
Available for
Offset

Cash
Collateral
Pledged*

Security
Collateral
Pledged*

Net Amount
of Derivatives
Liabilities

Exchange-Traded Derivatives:

Citigroup Global Markets, Inc.**

567

– 0

–

(567

)

– 0

–

– 0 –

Total

567

– 0

–

(567

)

– 0

–

– 0 –

OTC Derivatives:

Barclays Bank PLC

416,216

(1,372

)

– 0

–

– 0

–

414,844

Citibank, NA

97,111

– 0

–

– 0

–

– 0

–

97,111

Morgan Stanley Capital Services LLC

360,318

(74,926

)

– 0

–

– 0

–

285,392

State Street Bank & Trust Co.

26,139

– 0

–

– 0

–

– 0

–

26,139

Total

899,784

(76,298

)

– 0

–

– 0

–

823,486

The actual collateral received/pledged may be more than the amount reported due to overcollateralization.

Cash has been posted for initial margin requirements for exchange traded derivatives outstanding at October 31, 2014.

Net amount represents the net receivable/payable that would be due from/to the counterparty in the event of default or termination. The net amount from OTC financial derivative instruments can only be netted across transactions governed under the same master agreement with the same counterparty.


58		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

Notes to Financial Statements

2. Currency Transactions

The Strategy may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Strategy may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Strategy may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Strategy and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Strategy may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

3. Dollar Rolls

The Strategy may enter into dollar rolls. Dollar rolls involve sales by the Strategy of securities for delivery in the current month and the Strategy’s simultaneously contracting to repurchase substantially similar (same type and coupon) securities on a specified future date. During the roll period, the Strategy forgoes principal and interest paid on the securities. The Strategy is compensated by the difference between the current sales price and the lower forward price for the future purchase (often referred to as the “drop”) as well as by the interest earned on the cash proceeds of the initial sale. Dollar rolls involve the risk that the market value of the securities the Strategy is obligated to repurchase under the agreement may decline below the repurchase price. Dollar rolls are speculative techniques and may be considered to be borrowings by the Strategy. For the year ended October 31, 2014, the Strategy had no transactions in dollar rolls.

4. Reverse Repurchase Agreements

The Strategy may enter into reverse repurchase transactions (“RVP”) in accordance with the terms of a Master Repurchase Agreement (“MRA”), under which the Strategy sells securities and agrees to repurchase them at a mutually agreed upon date and price. At the time the Strategy enters into a reverse repurchase agreement, it will establish a segregated account with the custodian containing liquid assets having a value comparable to the repurchase price. Under the MRA and other Master Agreements, the Strategy is permitted to offset payables and/or receivables with collateral held and/or posted to the counterparty and create one single net payment due to or from the Strategy in the event of a default. In the event of a default by a MRA counterparty, the Strategy may be considered an unsecured creditor with respect to any excess collateral (collateral with a market value in excess of the repurchase price) held by and/or posted to the counterparty, and as such the return of such excess collateral may be delayed or denied. For the year ended October 31, 2014, the average amount of reverse repurchase agreements outstanding was $84,120,889


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			59

Notes to Financial Statements

and the daily weighted average interest rate was 0.10%. At October 31, 2014, the Strategy had reverse repurchase agreements outstanding in the amount of $85,383,087 as reported on the statement of assets and liabilities.

The following table presents the Strategy’s RVP liabilities by counterparty net of the related collateral pledged by the Strategy as of October 31, 2014:


Counterparty	RVP Asset Subject to a MRA		Securities Collateral Received^†*			Net Amount of RVP Assets
Bank of America		20,010,396		(20,010,396	)		– 0	–
Barclays Capital, Inc.		7,987,606		(7,941,361	)		46,245
HSBC		49,211,187		(49,005,310	)		205,877
JPMorgan Chase		8,173,898		(8,173,898	)		– 0	–

Total	$	85,383,087	$	(85,130,965	)	$	252,122

†

Including accrued interest.

The actual collateral pledged may be more than the amount reported due to overcollateralization.

NOTE E

Capital Stock

Each class consists of 3,000,000,000 authorized shares. Transactions in capital shares for each class were as follows:



	Shares						Amount
	Year Ended October 31, 2014			Year Ended October 31, 2013			Year Ended October 31, 2014			Year Ended October 31, 2013

Class A
Shares sold		365,636			1,263,934		$	3,958,275		$	13,772,700

Shares issued in reinvestment of dividends and distributions		26,770			10,010			291,538			110,149

Shares redeemed		(1,081,920	)		(663,623	)		(11,685,187	)		(7,266,498	)

Net increase (decrease)		(689,514	)		610,321		$	(7,435,374	)	$	6,616,351


Class C
Shares sold		18,830			144,209		$	201,233		$	1,619,721

Shares issued in reinvestment of dividends and distributions		3,806			465			41,032			5,058

Shares redeemed		(230,439	)		(307,462	)		(2,459,540	)		(3,375,097	)

Net decrease		(207,803	)		(162,788	)	$	(2,217,275	)	$	(1,750,318	)


60		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

Notes to Financial Statements



	Shares						Amount
	Year Ended October 31, 2014			Year Ended October 31, 2013			Year Ended October 31, 2014			Year Ended October 31, 2013

Advisor Class
Shares sold		1,013,910			1,559,263		$	10,977,539		$	17,509,615

Shares issued in reinvestment of dividends and distributions		15,279			4,758			166,616			52,594

Shares redeemed		(269,728	)		(1,310,326	)		(2,933,678	)		(14,820,089	)

Net increase		759,461			253,695		$	8,210,477		$	2,742,120


Class R
Shares sold		3,557			1,376		$	38,616		$	15,343

Shares issued in reinvestment of dividends and distributions		255			70			2,783			773

Shares redeemed		(1,811	)		(29,643	)		(19,578	)		(317,776	)

Net increase (decrease)		2,001			(28,197	)	$	21,821		$	(301,660	)


Class K
Shares sold		90,056			77,416		$	974,305		$	873,308

Shares issued in reinvestment of dividends and distributions		2,755			1,124			29,968			12,408

Shares redeemed		(70,120	)		(72,023	)		(753,094	)		(802,796	)

Net increase		22,691			6,517		$	251,179		$	82,920


Class I
Shares sold		60,929			239,588		$	660,107		$	2,573,309

Shares issued in reinvestment of dividends and distributions		4,646			345			50,358			3,792

Shares redeemed		(231,495	)		(19,252	)		(2,489,428	)		(205,881	)

Net increase (decrease)		(165,920	)		220,681		$	(1,778,963	)	$	2,371,220


Class 1
Shares sold		8,046,926			17,308,327		$	86,492,452		$	192,409,592

Shares issued in reinvestment of dividends and distributions		421,004			176,130			4,555,895			1,935,557

Shares redeemed		(10,830,473	)		(5,297,506	)		(116,610,335	)		(58,483,004	)

Net increase (decrease)		(2,362,543	)		12,186,951		$	(25,561,988	)	$	135,862,145


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			61

Notes to Financial Statements



	Shares						Amount
	Year Ended October 31, 2014			Year Ended October 31, 2013			Year Ended October 31, 2014			Year Ended October 31, 2013

Class 2
Shares sold		1,144,093			3,262,457		$	12,184,729		$	36,376,327

Shares issued in reinvestment of dividends and distributions		70,568			40,820			763,421			450,558

Shares redeemed		(1,126,681	)		(3,141,138	)		(12,084,688	)		(34,885,528	)

Net increase		87,980			162,139		$	863,462		$	1,941,357

NOTE F

Risks Involved in Investing in the Strategy

Interest Rate Risk and Credit Risk—Interest rate risk is the risk that changes in interest rates will affect the value of the Strategy’s investments in fixed-income debt securities such as bonds or notes. Increases in interest rates may cause the value of the Strategy’s investments to decline. Credit risk is the risk that the issuer or guarantor of a debt security, or the counterparty to a derivative contract, will be unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. The degree of risk for a particular security may be reflected in its credit rating. Credit risk is greater for medium quality and lower-rated securities. Lower-rated debt securities and similar unrated securities (commonly known as “junk bonds”) have speculative elements or are predominantly speculative risks.

Duration Risk—Duration is the measure that relates the expected price volatility of a fixed-income security to changes in interest rates. The duration of a fixed-income security may be shorter than or equal to full maturity of a fixed-income security. Fixed-income securities with longer durations have more risk and will decrease in price as interest rates rise. For example, a fixed-income security with a duration of three years will decrease in value by approximately 3% if interest rates increase by 1%.

Liquidity Risk—Liquidity risk exists when particular investments are difficult to purchase or sell, possibly preventing the Strategy from selling out of these illiquid or relatively less liquid securities at an advantageous price. Causes of liquidity risk may include low trading volume, lack of a market maker, a large position, heavy redemptions, or legal restrictions that limit or prevent a Strategy from selling securities or closing derivative positions at desirable prices or opportune times. Over recent years, the capacity of dealers to make markets in fixed income securities has been outpaced by the growth in the size of the fixed income markets. Liquidity risk may be magnified in a rising interest rate environment, where the value and liquidity of fixed income securities generally go down. Derivatives and securities involving substantial market and credit risk tend to involve greater liquidity risk. To the extent a Strategy invests in


62		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

Notes to Financial Statements

municipal securities, the Strategy is subject to more liquidity risk because the market for municipal securities is generally smaller than many other markets. Illiquid securities and relatively less liquid securities may also be difficult to value.

Redemption Risk—A Strategy may experience heavy redemptions that could cause the Strategy to liquidate its assets at inopportune times or at a loss or depressed value, which could cause the value of your investment to decline.

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Strategy’s investments or reduce the returns of the Strategy. For example, the value of the Strategy’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. dollar). Currency markets are generally not as regulated as securities markets. Independent of the Strategy’s investments denominated in foreign currencies, the Strategy’s positions in various foreign currencies may cause the Strategy to experience investment losses due to the changes in exchange rates and interest rates.

Derivatives Risk—The Strategy may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Strategy, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Leverage Risk—When the Strategy borrows money or otherwise leverages its portfolio, it may be volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Strategy’s investments. The Strategy may create leverage through the use of reverse repurchase arrangements, forward currency exchange contracts, forward commitments, dollar rolls or


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			63

Notes to Financial Statements

futures contracts or by borrowing money. The use of derivative instruments by the Strategy, such as forwards, futures, options and swaps, may also result in a form of leverage. Leverage may result in higher returns to the Strategy than if the Strategy were not leveraged, but may also adversely affect returns, particularly if the market is declining.

Indemnification Risk—In the ordinary course of business, the Strategy enters into contracts that contain a variety of indemnifications. The Strategy’s maximum exposure under these arrangements is unknown. However, the Strategy has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Strategy has not accrued any liability in connection with these indemnification provisions.

NOTE G

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Strategy, participate in a $280 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Strategy did not utilize the Facility during the year ended October 31, 2014.

NOTE H

Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended October 31, 2014 and October 31, 2013 were as follows:


	2014			2013
Distributions paid from:
Ordinary income	$	7,646,805		$	3,294,124
Net long-term capital gains		– 0	–		38,486

Total taxable distributions paid	$	7,646,805		$	3,332,610

As of October 31, 2014, the components of accumulated earnings/(deficit) on a tax basis were as follows:


Undistributed ordinary income	$	1,687,001
Accumulated capital and other losses		(6,167,139	)^(a)
Unrealized appreciation/(depreciation)		(2,769,625	)^(b)

Total accumulated earnings/(deficit)	$	(7,249,763	)

(a)

At October 31, 2014, the Strategy had a net capital loss carryforward of $6,152,515. As of October 31, 2014, the Strategy had cumulative deferred straddle losses of $14,624.

(b)

The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales, the tax treatment of swaps, the realization for tax purposes of gains/losses on certain derivative instruments, and the tax treatment of Treasury inflation-protected securities.


64		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

Notes to Financial Statements

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of October 31, 2014, the Strategy had a net short-term capital loss carryforward of $1,816,311 and a net long-term capital loss carryforward of $4,336,204 which may be carried forward for an indefinite period.

During the current fiscal year, permanent differences primarily due to foreign currency reclassifications, the tax treatment of swaps and clearing fees, reclassifications of paydown gains/losses, and the tax treatment of Treasury inflation-protected securities resulted in a net increase in undistributed net investment income and a net increase in accumulated net realized loss on investment and foreign currency transactions. These reclassifications had no effect on net assets.

NOTE I

Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Strategy’s financial statements through this date.


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			65

Notes to Financial Statements

FINANCIAL HIGHLIGHTS

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period


	Class A
	Year Ended October 31,												January 26, 2010^(a) to October 31, 2010
	2014			2013			2012			2011			January 26, 2010^(a) to October 31, 2010


Net asset value, beginning of period		$ 10.81			$ 11.36			$ 10.81			$ 10.53			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.17			.09			.13			.38			.14
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.04	)		(.57	)		.56			.21			.47

Net increase (decrease) in net asset value from operations		.13			(.48	)		.69			.59			.61

Less: Dividends and Distributions
Dividends from net investment income		(.17	)		(.07	)		(.14	)		(.31	)		(.08	)
Distributions from net realized gain on investment transactions		– 0	–		(.00	)^(d)		– 0	–		– 0	–		– 0	–
Tax return of capital		– 0	–		– 0	–		– 0	–		– 0	–		(.00	)^(d)

Total dividends and distributions		(.17	)		(.07	)		(.14	)		(.31	)		(.08	)

Net asset value, end of period		$ 10.77			$ 10.81			$ 11.36			$ 10.81			$ 10.53

Total Return
Total investment return based on net asset value^(e)		1.16	%		(4.23	)%		6.41	%		5.75	%		6.15	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$15,860			$23,358			$17,627			$9,732			$2,000
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)		.81	%		.80	%		.81	%		.78	%		.80	%^{^+}
Expenses, before waivers/reimbursements^(f)		1.15	%		1.18	%		1.25	%		1.87	%		4.63	%^{^+}
Net investment income^(c)		1.57	%		.80	%		1.20	%		3.59	%		1.76	%^{^+}
Portfolio turnover rate**		77	%		93	%		32	%		38	%		34	%

See footnote summary on page 74.


66		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period


	Class C
	Year Ended October 31,												January 26, 2010^(a) to October 31,
	2014			2013			2012			2011			2010


Net asset value, beginning of period		$ 10.71			$ 11.28			$ 10.78			$ 10.50			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.07			.00	^(d)		.04			.30			.08
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.01	)		(.56	)		.56			.22			.48

Net increase (decrease) in net asset value from operations		.06			(.56	)		.60			.52			.56

Less: Dividends and Distributions
Dividends from net investment income		(.13	)		(.01	)		(.10	)		(.24	)		(.06	)
Distributions from net realized gain on investment transactions		– 0	–		(.00	)^(d)		– 0	–		– 0	–		– 0	–
Tax return of capital		– 0	–		– 0	–		– 0	–		– 0	–		(.00	)^(d)

Total dividends and distributions		(.13	)		(.01	)		(.10	)		(.24	)		(.06	)

Net asset value, end of period		$ 10.64			$ 10.71			$ 11.28			$ 10.78			$ 10.50

Total Return
Total investment return based on net asset value^(e)		.50	%		(4.98	)%		5.61	%		5.03	%		5.61	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$3,596			$5,845			$7,991			$6,782			$3,378
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)		1.51	%		1.51	%		1.51	%		1.49	%		1.50	%^{^+}
Expenses, before waivers/reimbursements^(f)		1.86	%		1.86	%		1.96	%		2.84	%		4.80	%^{^+}
Net investment income^(c)		.70	%		.01	%		.39	%		2.82	%		1.12	%^{^+}
Portfolio turnover rate**		77	%		93	%		32	%		38	%		34	%

See footnote summary on page 74.


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			67

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period


	Advisor Class
	Year Ended October 31,												January 26, 2010^(a) to October 31,
	2014			2013			2012			2011			2010


Net asset value, beginning of period		$ 10.82			$ 11.39			$ 10.83			$ 10.55			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.19			.06			.16			.39			.17
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.03	)		(.52	)		.56			.24			.47

Net increase (decrease) in net asset value from operations		.16			(.46	)		.72			.63			.64

Less: Dividends and Distributions
Dividends from net investment income		(.19	)		(.11	)		(.16	)		(.35	)		(.09	)
Distributions from net realized gain on investment transactions		– 0	–		(.00	)^(d)		– 0	–		– 0	–		– 0	–
Tax return of capital		– 0	–		– 0	–		– 0	–		– 0	–		(.00	)^(d)

Total dividends and distributions		(.19	)		(.11	)		(.16	)		(.35	)		(.09	)

Net asset value, end of period		$ 10.79			$ 10.82			$ 11.39			$ 10.83			$ 10.55

Total Return
Total investment return based on net asset value^(e)		1.50	%		(4.06	)%		6.69	%		6.07	%		6.46	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$16,144			$7,969			$5,499			$2,325			$1,102
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)		.52	%		.51	%		.51	%		.49	%		.50	%^{^+}
Expenses, before waivers/reimbursements^(f)		.86	%		.87	%		.95	%		1.80	%		4.50	% ^{^+}
Net investment income^(c)		1.77	%		.54	%		1.52	%		3.70	%		2.13	%^{^+}
Portfolio turnover rate**		77	%		93	%		32	%		38	%		34	%

See footnote summary on page 74.


68		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period


	Class R
	Year Ended October 31,												January 26, 2010^(a) to October 31,
	2014			2013			2012			2011			2010


Net asset value, beginning of period		$ 10.81			$ 11.34			$ 10.79			$ 10.50			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.14			.06			.11			.43			.12
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.02	)		(.57	)		.55			.15			.48

Net increase (decrease) in net asset value from operations		.12			(.51	)		.66			.58			.60

Less: Dividends and Distributions
Dividends from net investment income		(.15	)		(.02	)		(.11	)		(.29	)		(.09	)
Distributions from net realized gain on investment transactions		– 0	–		(.00	)^(d)		– 0	–		– 0	–		– 0	–
Tax return of capital		– 0	–		– 0	–		– 0	–		– 0	–		(.01	)

Total dividends and distributions		(.15	)		(.02	)		(.11	)		(.29	)		(.10	)

Net asset value, end of period		$ 10.78			$ 10.81			$ 11.34			$ 10.79			$ 10.50

Total Return
Total investment return based on net asset value^(e)		1.10	%		(4.51	)%		6.18	%		5.59	%		6.04	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$230			$209			$539			$488			$11
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)		1.01	%		1.01	%		1.01	%		.98	%		1.00	%^{^+}
Expenses, before waivers/reimbursements^(f)		1.40	%		1.44	%		1.60	%		2.16	%		5.74	%^{^+}
Net investment income^(c)		1.26	%		.49	%		.98	%		4.16	%		1.53	%^{^+}
Portfolio turnover rate**		77	%		93	%		32	%		38	%		34	%

See footnote summary on page 74.


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			69

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period


	Class K
	Year Ended October 31,												January 26, 2010^(a) to October 31,
	2014			2013			2012			2011			2010


Net asset value, beginning of period		$ 10.80			$ 11.35			$ 10.79			$ 10.50			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.17			.09			.13			.28			.09
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.03	)		(.57	)		.57			.31			.53

Net increase (decrease) in net asset value from operations		.14			(.48	)		.70			.59			.62

Less: Dividends and Distributions
Dividends from net investment income		(.17	)		(.07	)		(.14	)		(.30	)		(.12	)
Distributions from net realized gain on investment transactions		– 0	–		(.00	)^(d)		– 0	–		– 0	–		– 0	–
Tax return of capital		– 0	–		– 0	–		– 0	–		– 0	–		(.00	)^(d)

Total dividends and distributions		(.17	)		(.07	)		(.14	)		(.30	)		(.12	)

Net asset value, end of period		$ 10.77			$ 10.80			$ 11.35			$ 10.79			$ 10.50

Total Return
Total investment return based on net asset value^(e)		1.31	%		(4.26	)%		6.51	%		5.75	%		6.22	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$2,219			$1,981			$2,007			$566			$784
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)		.76	%		.76	%		.77	%		.75	%		.75	%^{^+}
Expenses, before waivers/reimbursements^(f)		1.07	%		1.12	%		1.27	%		2.39	%		3.53	%^{^+}
Net investment income^(c)		1.57	%		.80	%		1.19	%		2.76	%		1.12	%^{^+}
Portfolio turnover rate**		77	%		93	%		32	%		38	%		34	%

See footnote summary on page 74.


70		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period


	Class I
	Year Ended October 31,												January 26, 2010^(a) to October 31,
	2014			2013			2012			2011			2010


Net asset value, beginning of period		$ 10.77			$ 11.33			$ 10.78			$ 10.51			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.22			.10			.18			.27			.16
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.06	)		(.55	)		.53			.36			.48

Net increase (decrease) in net asset value from operations		.16			(.45	)		.71			.63			.64

Less: Dividends and Distributions
Dividends from net investment income		(.20	)		(.11	)		(.16	)		(.36	)		(.12	)
Distributions from net realized gain on investment transactions		– 0	–		(.00	)^(d)		– 0	–		– 0	–		– 0	–
Tax return of capital		– 0	–		– 0	–		– 0	–		– 0	–		(.01	)

Total dividends and distributions		(.20	)		(.11	)		(.16	)		(.36	)		(.13	)

Net asset value, end of period		$ 10.73			$ 10.77			$ 11.33			$ 10.78			$ 10.51

Total Return
Total investment return based on net asset value^(e)		1.52	%		(4.00	)%		6.65	%		6.11	%		6.46	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$841			$2,631			$267			$76			$11
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)		.51	%		.50	%		.52	%		.50	%		.49	%^{^+}
Expenses, before waivers/reimbursements^(f)		.69	%		.83	%		.95	%		1.91	%		5.19	%^{^+}
Net investment income^(c)		2.06	%		1.10	%		1.54	%		3.67	%		2.03	%^{^+}
Portfolio turnover rate**		77	%		93	%		32	%		38	%		34	%

See footnote summary on page 74.


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			71

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period


	Class 1
	Year Ended October 31,												January 26, 2010^(a) to October 31,
	2014			2013			2012			2011			2010


Net asset value, beginning of period		$ 10.76			$ 11.33			$ 10.78			$ 10.51			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.19			.12			.16			.34			.15
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.04	)		(.58	)		.55			.28			.48

Net increase (decrease) in net asset value from operations		.15			(.46	)		.71			.62			.63

Less: Dividends and Distributions
Dividends from net investment income		(.20	)		(.11	)		(.16	)		(.35	)		(.11	)
Distributions from net realized gain on investment transactions		– 0	–		(.00	)^(d)		– 0	–		– 0	–		– 0	–
Tax return of capital		– 0	–		– 0	–		– 0	–		– 0	–		(.01	)

Total dividends and distributions		(.20	)		(.11	)		(.16	)		(.35	)		(.12	)

Net asset value, end of period		$ 10.71			$ 10.76			$ 11.33			$ 10.78			$ 10.51

Total Return
Total investment return based on net asset value^(e)		1.38	%		(4.08	)%		6.63	%		6.01	%		6.39	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$288,565			$315,187			$193,864			$105,201			$11
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)		.61	%		.60	%		.61	%		.58	%		.58	%^{^+}
Expenses, before waivers/reimbursements^(f)		.77	%		.81	%		.96	%		1.20	%		5.29	%^{^+}
Net investment income^(c)		1.75	%		1.05	%		1.41	%		3.24	%		1.93	%^{^+}
Portfolio turnover rate**		77	%		93	%		32	%		38	%		34	%

See footnote summary on page 74.


72		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period


	Class 2
	Year Ended October 31,												January 26, 2010^(a) to October 31,
	2014			2013			2012			2011			2010


Net asset value, beginning of period		$ 10.75			$ 11.33			$ 10.77			$ 10.51			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.20			.12			.14			.39			.16
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.03	)		(.58	)		.59			.23			.48

Net increase (decrease) in net asset value from operations		.17			(.46	)		.73			.62			.64

Less: Dividends and Distributions
Dividends from net investment income		(.21	)		(.12	)		(.17	)		(.36	)		(.12	)
Distributions from net realized gain on investment transactions		– 0	–		(.00	)^(d)		– 0	–		– 0	–		– 0	–
Tax return of capital		– 0	–		– 0	–		– 0	–		– 0	–		(.01	)

Total dividends and distributions		(.21	)		(.12	)		(.17	)		(.36	)		(.13	)

Net asset value, end of period		$ 10.71			$ 10.75			$ 11.33			$ 10.77			$ 10.51

Total Return
Total investment return based on net asset value^(e)		1.55	%		(4.06	)%		6.80	%		6.01	%		6.44	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$47,314			$46,554			$47,200			$16,550			$10,439
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)		.51	%		.51	%		.51	%		.49	%		.49	%^{^+}
Expenses, before waivers/reimbursements^(f)		.67	%		.71	%		.86	%		1.84	%		5.18	%^{^+}
Net investment income^(c)		1.87	%		1.05	%		1.36	%		3.73	%		2.05	%^{^+}
Portfolio turnover rate**.		77	%		93	%		32	%		38	%		34	%

See footnote summary on page 74.


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			73

Financial Highlights

(a)

Commencement of operations.

(b)

Based on average shares outstanding.

(c)

Net of fees and expenses waived/reimbursed by the Adviser.

(d)

Amount is less than $.005.

(e)

Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total investment return. Total return does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Total investment return calculated for a period of less than one year is not annualized.

(f)

The expense ratios presented below exclude interest expense:


													January 26, 2010^(a) to October 31, 2010
	Year Ended October 31,
	2014			2013			2012			2011

Class A
Net of waivers/reimbursements		.79	%		.75	%		.75	%		.75	%		.75	%^{^+}
Before waivers/reimbursements		1.13	%		1.12	%		1.18	%		1.83	%		4.58	%^{^+}
Class C
Net of waivers/reimbursements		1.48	%		1.45	%		1.45	%		1.45	%		1.45	%^{^+}
Before waivers/reimbursements		1.84	%		1.81	%		1.90	%		2.80	%		4.75	%^{^+}
Advisor Class
Net of waivers/reimbursements		.49	%		.45	%		.45	%		.45	%		.45	%^{^+}
Before waivers/reimbursements		.84	%		.82	%		.89	%		1.76	%		4.44	%^{^+}
Class R
Net of waivers/reimbursements		.99	%		.95	%		.95	%		.95	%		.95	%^{^+}
Before waivers/reimbursements		1.38	%		1.39	%		1.54	%		2.13	%		5.69	%^{^+}
Class K
Net of waivers/reimbursements		.74	%		.70	%		.70	%		.70	%		.70	%^{^+}
Before waivers/reimbursements		1.05	%		1.06	%		1.21	%		2.34	%		3.48	%^{^+}
Class I
Net of waivers/reimbursements		.49	%		.45	%		.45	%		.45	%		.45	%^{^+}
Before waivers/reimbursements		.67	%		.78	%		.89	%		1.86	%		5.16	%^{^+}
Class 1
Net of waivers/reimbursements		.59	%		.55	%		.55	%		.55	%		.55	%^{^+}
Before waivers/reimbursements		.74	%		.76	%		.89	%		1.18	%		5.25	%^{^+}
Class 2
Net of waivers/reimbursements		.49	%		.45	%		.45	%		.45	%		.45	%^{^+}
Before waivers/reimbursements		.64	%		.66	%		.80	%		1.80	%		5.13	%^{^+}

Annualized.

The ratio includes expenses attributable to costs of proxy solicitation.

The Strategy accounts for dollar roll transactions as purchases and sales.

See notes to financial statements.


74		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

Financial Highlights

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Board of Directors of AllianceBernstein Bond Fund, Inc. and Shareholders of the AllianceBernstein Bond Inflation Strategy Portfolio

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AllianceBernstein Bond Inflation Strategy Portfolio (one of the portfolios constituting the AllianceBernstein Bond Fund, Inc. (the “Fund”)), as of October 31, 2014, and the related statement of operations and cash flows for the year then ended, the statement of changes in net assets for each of the two years in the period then ended and the financial highlights for the four years in the period then ended and the period January 26, 2010 (commencement of operations) through October 31, 2010. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2014, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AllianceBernstein Bond Inflation Strategy Portfolio (one of the portfolios constituting the AllianceBernstein Bond Fund, Inc.) at October 31, 2014, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the four years in the period then ended and the period January 26, 2010 (commencement of operations) through October 31, 2010, in conformity with U.S. generally accepted accounting principles.

LOGO

New York, New York

December 26, 2014


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			75

Report of Independent Registered Public Accounting Firm

2014 FEDERAL TAX INFORMATION

(unaudited)

For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Strategy during the taxable year ended October 31, 2014.

For foreign shareholders, 73.99% of ordinary income dividends paid may be considered to be qualifying to be taxed as interest-related dividends.

Shareholders should not use the above information to prepare their income tax returns. The information necessary to complete your income tax returns will be included with your Form 1099-DIV which will be sent to you separately in January 2015.


76		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

BOARD OF DIRECTORS

Marshall C. Turner, Jr.⁽¹⁾, Chairman

John H. Dobkin⁽¹⁾

Michael J. Downey⁽¹⁾

William H. Foulk, Jr.⁽¹⁾

D. James Guzy⁽¹⁾

Nancy P. Jacklin⁽¹⁾

Robert M. Keith, President and Chief Executive Officer

Garry L. Moody⁽¹⁾

Earl D. Weiner⁽¹⁾

OFFICERS

Philip L. Kirstein,
Senior Vice President and Independent Compliance Officer

Paul J. DeNoon⁽²⁾, Vice President

Rajen B. Jadav⁽²⁾, Vice President

Shawn E. Keegan⁽²⁾ , Vice President

Douglas J. Peebles⁽²⁾ , Vice President

Greg J. Wilensky⁽²⁾, Vice President

Emilie D. Wrapp, Secretary

Joseph J. Mantineo, Treasurer and Chief Financial Officer

Phyllis J. Clarke, Controller

Vincent S. Noto, Chief Compliance Officer

Custodian and Accounting Agent

State Street Bank and Trust Company

State Street Corporation CCB/5

1 Iron Street

Boston, MA 02210

Principal Underwriter

AllianceBernstein Investments, Inc.

1345 Avenue of the Americas

New York, NY 10105

Transfer Agent

AllianceBernstein Investor Services, Inc.

P.O. Box 786003

San Antonio, TX 78278-6003

Toll-Free (800) 221-5672

Independent Registered Public
Accounting Firm

Ernst & Young LLP

5 Times Square

New York, NY 10036

Legal Counsel

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

(1)

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

(2)

The day-to-day management of, and investment decisions for, the Strategy’s portfolio are made by the Adviser’s U.S. Core Fixed-Income Team. Mr. Paul J. DeNoon, Mr. Rajen B. Jadav, Mr. Shawn E. Keegan, Mr. Douglas J. Peebles and Mr. Greg J. Wilensky are the investment professionals with the most significant responsibility for the day-to-day management of the Strategy’s portfolio.


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			77

Board of Directors

MANAGEMENT OF THE FUND

Board of Directors Information

The business and affairs of the Strategy are managed under the direction of the Board of Directors. Certain information concerning the Strategy’s Directors is set forth below.


NAME, ADDRESS, AGE, (YEAR FIRST ELECTED*)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
INTERESTED DIRECTOR
Robert M. Keith, + 1345 Avenue of the Americas New York, NY 10105 54 (2010)	Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AllianceBernstein Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2004.		117	None


78		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

Management of the Fund


NAME, ADDRESS, AGE, (YEAR FIRST ELECTED*)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS
Marshall C. Turner, Jr., ++ Chairman of the Board 73 (2005)	Private Investor since prior to 2009. Former CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing), 2003-2006, and interim CEO 1999-2000. He has extensive operating and early-stage investment experience, including prior service as general partner of three institutional venture capital partnerships, and serves on the boards of three education and science-related non-profit organizations. He has served as a director of one AllianceBernstein fund since 1992, and director or trustee of multiple AllianceBernstein funds since 2005. He has been Chairman of the AllianceBernstein Funds since January 2014, and the Chairman of the Independent Directors Committees of such Funds since February 2014.		117	Xilinx, Inc. (programmable logic semi-conductors) and SunEdison, Inc. (semi-conductor substrates, solar materials and solar power plants) since prior to 2009 until July 2014

John H. Dobkin, ++ 72 (1998)	Independent Consultant since prior to 2009. Formerly, President of Save Venice, Inc. (preservation organization) from 2001-2002; Senior Advisor from June 1999-June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989-May 1999. Previously, Director of the National Academy of Design. He has served as a director or trustee of various AllianceBernstein Funds since 1992, and as Chairman of the Audit Committees of a number of such Funds from 2001-2008.		117	None


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			79

Management of the Fund


NAME, ADDRESS, AGE, (YEAR FIRST ELECTED*)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
Michael J. Downey, ++ 70 (2005)	Private Investor since prior to 2009. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities Inc. He has served as a director or trustee of the AllianceBernstein Funds since 2005 and is a director and Chairman of one other registered investment company.		117	Asia Pacific Fund, Inc. (registered investment company) since prior to 2009, Prospect Acquisition Corp. (financial services) from 2007 until 2009, and The Merger Fund (registered investment company) since prior to 2009 until 2013

William H. Foulk, Jr., ++ 82 (1998)	Investment Adviser and an Independent Consultant since prior to 2009. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings. He has served as a director or trustee of various AllianceBernstein Funds since 1983, and was Chairman of the Independent Directors Committees of the AllianceBernstein Funds from 2003 until early February 2014. He served as Chairman of such Funds from 2003 through December 2013. He is also active in a number of mutual fund related organizations and committees.		117	None


80		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

Management of the Fund


NAME, ADDRESS, AGE, (YEAR FIRST ELECTED*)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
D. James Guzy, ++ 78 (2005)	Chairman of the Board of SRC Computers, Inc. (semi-conductors), with which he has been associated since prior to 2009. He served as Chairman of the Board of PLX Technology (semi-conductors) since prior to 2009 until November 2013. He was a director of Intel Corporation (semi-conductors) from 1969 until 2008, and served as Chairman of the Finance Committee of such company for several years until May 2008. He has served as a director or trustee of one or more of the AllianceBernstein Funds since 1982.		117	PLX Technology (semi-conductors) since prior to 2009 until November 2013, and Cirrus Logic Corporation (semi-conductors) since prior to 2009 until July 2011

Nancy P. Jacklin, ++ 66 (2006)	Professorial Lecturer at the Johns Hopkins School of Advanced International Studies since 2008. Formerly, U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002-May 2006); Partner, Clifford Chance (1992-2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985-1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982-1985); and Attorney Advisor, U.S. Department of the Treasury (1973-1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AllianceBernstein Funds since 2006 and has been Chairman of the Governance and Nominating Committees of the Funds since August 2014.		117	None


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			81

Management of the Fund


NAME, ADDRESS, AGE, (YEAR FIRST ELECTED*)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
Garry L. Moody, ++ 62 (2008)	Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995); and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of both the Governing Council of the Independent Directors Council (IDC), an organization of independent directors of mutual funds, and the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AllianceBernstein Funds since 2008.		117	None

Earl D. Weiner, ++ 75 (2007)	Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AllianceBernstein Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AllianceBernstein Funds from 2007 until August 2014.		117	None


82		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

Management of the Fund

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

There is no stated term of office for the Strategy’s Directors.

***

The information above includes each Director’s principal occupation during the last five years and other information relating to the experience, attributes and skills relevant to each Director’s qualifications to serve as a Director, which led to the conclusion that each Director should serve as a Director for the Strategy.

Mr. Keith is an “interested person” of the Strategy as defined in the “40 Act”, due to his position as a Senior Vice President of the Adviser.

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


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			83

Management of the Fund

Officer Information

Certain information concerning the Strategy’s Officers is listed below.


NAME, ADDRESS* AND AGE	PRINCIPAL POSITION(S) HELD WITH FUND	PRINCIPAL OCCUPATION DURING PAST 5 YEARS
Robert M. Keith 54	President and Chief Executive Officer	See biography above.

Philip L. Kirstein 69	Senior Vice President and Independent Compliance Officer	Senior Vice President and Independent Compliance Officer of the 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 March 2003.

Paul J. DeNoon 52	Vice President	Senior Vice President of the Adviser,** with which he has been associated since prior to 2009.

Rajen B. Jadav 39	Vice President	Vice President of the Adviser,** with which he has been associated since prior to 2009.

Shawn E. Keegan 43	Vice President	Vice President of the Adviser,** with which he has been associated since prior to 2009.

Douglas J. Peebles 49	Vice President	Senior Vice President of the Adviser,** with which he has been associated since prior to 2009.

Greg J. Wilensky 47	Vice President	Senior Vice President of the Adviser,** with which he has been associated since prior to 2009.

Emilie D. Wrapp 58	Secretary	Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI,** with which she has been associated since prior to 2009.

Joseph J. Mantineo 55	Treasurer and Chief Financial Officer	Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”),** with which he has been associated since prior to 2009.

Phyllis J. Clarke 53	Controller	Vice President of ABIS,** with which she has been associated since prior to 2009.

Vincent S. Noto 50	Chief Compliance Officer	Vice President and Mutual Fund Chief Compliance Officer of the Adviser since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser since 2009.

The address for each of the Fund’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

The Adviser, ABI and ABIS are affiliates of the Strategy.

The Fund’s Statement of Additional Information (“SAI”) has additional information about the Strategy’s Directors and Officers and is available without charge upon request. Contact your financial representative or AllianceBernstein at 1-800-227-4618, or visit www.alliancebernstein.com, for a free prospectus or SAI.


84		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

Management of the Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and AllianceBernstein Bond Fund, Inc. (the “Fund”) in respect of AllianceBernstein Bond Inflation Strategy (the “Strategy”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by the September 1, 2004 Assurance of Discontinuance (“AoD”) between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of this summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Strategy which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

Advisory fees charged to institutional and other clients of the Adviser for like services;

Advisory fees charged by other mutual fund companies for like services;

Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

Profit margins of the Adviser and its affiliates from supplying such services;

Possible economies of scale as the Strategy grows larger; and

Nature and quality of the Adviser’s services including the performance of the Strategy.

The Senior Officer’s fee evaluation was completed on October 23, 2014 and discussed with the Board of Directors on November 4-6, 2014.

Future references to the Fund or the Strategy do not include “AllianceBernstein.”


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			85

reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In Jones, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s length bargaining as the benchmark for reviewing challenged fees.”³

INVESTMENT ADVISORY FEES, NET ASSETS, EXPENSE CAPS & RATIOS

The Adviser proposed that the Strategy pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in connection with the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.⁴

Strategy

Category

Net Assets
9/30/14
($MM)

Advisory Fee Based on % of
Average Daily Net Assets

Bond Inflation

Strategy

High Income

417.7

0.50% on 1st $2.5 billion

0.45% on next $2.5 billion

0.40 % on the balance

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Strategy. During the Strategy’s fiscal year ended October 31, 2013, the Adviser received $43,312 (0.012% of the Strategy’s average daily net assets) for providing such services.

The Adviser agreed to waive that portion of its advisory fees and/or reimburse the Strategy for that portion of the Strategy’s total operating expenses to the degree necessary to limit the Strategy’s expense ratios to the amounts set forth below for the Strategy’s current fiscal year. The waiver is terminable by the Adviser upon at least 60 days’ notice prior to the Strategy’s prospectus update. In addition, set forth below are the Strategy’s gross expense ratios for the most recent semi-annual period:⁵

Jones v. Harris at 1427.

Most of the AllianceBernstein Mutual Funds, which the Adviser manages, were affected by the Adviser’s settlement with the NYAG.

Semi-annual total expense ratios are unaudited.


86		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

Strategy

Expense Cap Pursuant to
Expense Limitation
Undertaking

Gross
Expense
Ratio⁶

Fiscal
Year End

Bond Inflation Strategy⁷^,⁸

Advisor

Class A

Class C

Class R

Class K

Class I

Class 1

Class 2

0.50%

0.80%

1.50%

1.00%

0.75%

0.50%

0.60%

0.50%

0.81%

1.10%

1.81%

1.34%

1.05%

0.66%

0.72%

0.62%

October 31

(ratio as of April 30, 2014)

I.	ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Strategy that are not provided to non-investment company clients include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Strategy are more costly than those for institutional client assets due to the greater complexities and time required for investment companies, although as previously noted, the Adviser is reimbursed for providing such services. Also, retail mutual funds managed by the Adviser are widely held and accordingly, servicing the Strategy’s investors is more time consuming and labor intensive compared to servicing institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund since establishing a new mutual fund requires a large upfront investment and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly if the Strategy is in net

Annualized.

The Strategy’s expense ratios exclude interest expense of 0.02% for Advisor Class, Class A, Class C, Class I, Class Z, Class 1 and Class 2 shares, and 0.01% for Class K shares.

Prior to February 1, 2014, the Adviser had agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to 0.45%, 0.75%, 1.45%, 0.95%, 0.70%, 0.45%, 0.55% and 0.45% of daily average net assets for Advisor Class, Class A, Class C, Class R, Class K, Class I, Class 1 and Class 2 shares, respectively.


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			87

redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although arguably still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts with a similar investment style as the Strategy.⁹ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee for the Strategy had the AllianceBernstein Institutional fee schedule been applicable to the Strategy versus the Strategy’s advisory fees based on September 30, 2014 net assets.¹⁰

Strategy

Net Assets
09/30/14
($MM)

AllianceBernstein (“AB”)
Institutional (“Inst.”)
Fee Schedule

Effective
AB Inst.
Adv. Fee

Strategy
Advisory
Fee

Bond Inflation Strategy

$417.7

TIPS Plus Schedule
0.50% on 1st $30 million
0.20% on the balance
Minimum Account Size: $25m

0.222%

0.500%

The Adviser represented that it does not sub-advise any registered investment companies that have a similar investment strategy as the Strategy.

II.

MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arm’s length.” Jones v. Harris at 1429.


88		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

Lipper’s analysis included the comparison of the Strategy’s contractual management fee, estimated at the approximate current asset level of the Strategy, to the median of the Strategy’s Lipper Expense Group (“EG”)¹² and the Strategy’s contractual management fee ranking.¹³

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

Strategy

Contractual
Management
Fee (%)

Lipper Expense
Group

Median (%)

Rank

Bond Inflation Strategy

0.500

0.475

6/10

Lipper also compared the Strategy’s total expense ratio to the medians of the Strategy’s EG and Lipper Expense Universe (“EU”). The EU¹⁴ is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Strategy. Pro-forma total expense ratio is shown for the Portfolio to reflect the Portfolio’s expense cap level effective January 31, 2014.

Strategy

Total
Expense
Ratio (%)¹⁵

Lipper Exp.
Group
Median (%)

Lipper
Group
Rank

Lipper Exp.
Universe
Median (%)

Lipper
Universe
Rank

Bond Inflation Strategy

0.750

0.819

3/10

0.805

5/22

Pro-forma

0.800

0.819

4/10

0.805

10/22

Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratios than comparable sized funds that have relatively large average account sizes. There are limitations to Lipper expense category data because different funds categorize expenses differently.

The contractual management fee is calculated by Lipper using the Strategy’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Strategy, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that Strategy had the lowest effective fee rate in the Lipper peer group.

Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

Most recently completed fiscal year Class A share total expense ratio.


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			89

Based on this analysis, considering pro-forma information where available, the Strategy has a more favorable ranking on a total expense ratio basis than on a contractual management fee basis.

III.

COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Strategy. The Senior Officer has retained an independent consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems. See Section IV for additional discussion.

IV.

PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The profitability information for the Strategy, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the independent consultant. The Adviser’s profitability from providing investment advisory services to the Strategy increased during calendar year 2013, relative to 2012.

In addition to the Adviser’s direct profits from managing the Strategy, certain of the Adviser’s affiliates have business relationships with the Strategy and may earn a profit from providing other services to the Strategy. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Strategy and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent and distribution related services to the Strategy and receive transfer agent fees, front-end sales loads, Rule 12b-1 payments and contingent deferred sales charges (“CDSC”). During the Strategy’s most recently completed fiscal year, ABI received from the Strategy $3,214, $402,457 and $1,123 in front-end sales charges, Rule 12b-1 and CDSC fees, respectively.¹⁶

As a result of discussions between the Board and the Adviser, ABI is planning to phase into reductions of the Strategy’s Class A shares Rule 12b-1 fee payment rate from 0.30% to 0.25% effective on February 1, 2016.


90		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

of the average monthly assets of the AllianceBernstein Mutual Funds or approximately $19.4 million for distribution services and educational support (revenue sharing payments).

Fees and reimbursements for out of pocket expenses charged by AllianceBernstein Investor Services, Inc. (“ABIS”), the affiliated transfer agent for the Strategy, are charged on a per account basis, based on the level of service provided and the class of share held by the account. ABIS also receives a fee per shareholder sub-account for each account maintained by an intermediary on an omnibus basis. During the Strategy’s most recently completed fiscal year, ABIS received $24,863 in fees from the Strategy.

V.	POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AllianceBernstein Mutual Funds managed by the Adviser through lower fees.

The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry since 2008.

As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones v. Harris at 1429.


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			91

two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁹ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI.

NATURE AND QUALITY OF THE ADVISER’S SERVICES INCLUDING THE PERFORMANCE OF THE PORTFOLIO.

With assets under management of approximately $473 billion as of September 30, 2014, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Strategy.

The information below shows the 1 and 3 year performance return and rankings of the Strategy²⁰ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²¹ for the periods ended July 31, 2014.²²

Strategy

Strategy
Return
(%)

PG Median
(%)

PU Median
(%)

PG Rank

PU Rank

Bond Inflation Strategy

1 year

3.16

3.45

3.09

7/10

14/28

3 year

1.45

1.50

1.46

6/9

14/26

The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

The performance returns and rankings are for the Class A shares of the Strategy. The performance returns of the Strategy were provided Lipper.

The Strategy’s PG is identical to the Strategy’s EG. The Strategy’s PU is not identical to the Strategy’s EU as the criteria for including/excluding a strategy in/from a PU are somewhat different from that of an EU.

The current Lipper investment classification/objective dictates the PG and PU throughout the life of the Strategy even if the Strategy may have had a different investment classification/objective at different points in time.


92		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

Set forth below are the 1, 3 year and since inception net performance returns of the Strategy (in bold)²³ versus its benchmark.²⁴ Strategy and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁵


	Periods Ending July 31, 2014 Annualized Performance
					Since Inception (%)		Annualized				Risk Period (Year)
	1 Year (%)		3 Year (%)		Since Inception (%)		Volatility (%)		Sharpe (%)		Risk Period (Year)
Bond Inflation Strategy		3.16		1.45		3.64		3.97		0.36		3
Barclays Capital 1-10yr TIPS Index		2.39		1.26		3.39		3.55		0.35		3
Inception Date: January 26, 2010

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Strategy is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Strategy is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: November 18, 2014

The performance returns and risk measures shown in the table are for the Class A shares of the Strategy.

The Adviser provided Strategy and benchmark performance return information for the periods through July 31, 2014.

Strategy and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. A Sharpe Ratio is a risk adjusted measure of return that divides a fund’s return in excess of the riskless return by the fund’s standard deviation. A strategy with a greater volatility would be viewed as more risky than a strategy with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky fund. A strategy with a higher Sharpe Ratio would be viewed as better performing than a strategy with a lower Sharpe Ratio.


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			93

THIS PAGE IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

ALLIANCEBERNSTEIN FAMILY OF FUNDS

US Equity

US Core

Core Opportunities Fund

Select US Equity Portfolio

US Growth

Concentrated Growth Fund

Discovery Growth Fund

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

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Discovery Value Fund

Equity Income Fund

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Value Fund

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Tax-Aware Fixed Income Portfolio

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Michigan Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

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Virginia Portfolio

Taxable

Bond Inflation Strategy

Global Bond Fund

Fixed Income (continued)

Taxable

High Income Fund

High Yield Portfolio

Intermediate Bond Portfolio

Limited Duration High Income Portfolio

Short Duration Portfolio

Alternatives

All Market Real Return Portfolio*

Credit Long/Short Portfolio

Global Real Estate Investment Fund

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Market Neutral Strategy-U.S.

Multi-Manager Alternative Strategies Fund

Select US Long/Short Portfolio

Unconstrained Bond Fund

Multi-Asset

All Market Growth Portfolio*

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Retirement Strategies

2000 Retirement Strategy

2005 Retirement Strategy

2010 Retirement Strategy

2015 Retirement Strategy

2020 Retirement Strategy

2025 Retirement Strategy

2030 Retirement Strategy

2035 Retirement Strategy

2040 Retirement Strategy

2045 Retirement Strategy

2050 Retirement Strategy

2055 Retirement Strategy

Wealth Strategies

Balanced Wealth Strategy

Conservative Wealth Strategy

Wealth Appreciation Strategy

Tax-Managed Balanced Wealth Strategy

Tax-Managed Conservative Wealth Strategy

Tax-Managed Wealth Appreciation Strategy

Closed-End Funds

Alliance California Municipal Income Fund

Alliance New York Municipal Income Fund

AllianceBernstein Global High Income Fund

AllianceBernstein Income Fund

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AllianceBernstein National Municipal Income Fund

We also offer Exchange Reserves, which serves as the money market fund exchange vehicle for the AllianceBernstein mutual funds. An investment in Exchange Reserves is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

Investors should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit us online at www.alliancebernstein.com or contact your AllianceBernstein investments representative. Please read the prospectus and/or summary prospectus carefully before investing.

* Prior to December 15, 2014, All Market Growth Portfolio was named Dynamic All Market Fund; All Market Real Return Portfolio was named Real Asset Strategy.


94		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

AllianceBernstein Family of Funds

NOTES


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			95

NOTES


96		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

NOTES


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			97

NOTES


98		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

NOTES


ALLIANCEBERNSTEIN BOND INFLATION STRATEGY •			99

NOTES


100		• ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

ALLIANCEBERNSTEIN BOND INFLATION STRATEGY

1345 Avenue of the Americas

New York, NY 10105

800.221.5672

LOGO



BIS-0151-1014

ANNUAL REPORT

AllianceBernstein

Credit Long/Short Portfolio

October 31, 2014

Annual Report

LOGO

Investment Products Offered

• Are Not FDIC Insured

• May Lose Value

• Are Not Bank Guaranteed

This shareholder report must be preceded or accompanied by the Fund’s prospectus for individuals who are not current shareholders of the Fund.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

December 12, 2014

Annual Report

This report provides management’s discussion of fund performance for AllianceBernstein Credit Long/Short Portfolio (the “Fund”) for the annual reporting period ended October 31, 2014. The Fund commenced operations on May 7, 2014.

Investment Objectives and Policies

The Fund’s investment objective is to seek absolute return over a full market cycle. At least 80% of the Fund’s net assets will under normal circumstances be invested in long and short positions in credit-related instruments. For purposes of this 80% requirement, credit-related instruments will include any type of fixed-income security, such as corporate bonds, convertible fixed-income securities, preferred stocks, U.S. government and agency securities, securities of foreign governments and supranational entities, mortgage-related and asset-backed securities, and loan participations. It is expected that a substantial portion of the Fund’s long and short positions will relate to fixed-income securities rated below investment grade (commonly known as “junk bonds”).

In selecting securities for purchase or sale by the Fund and securities for the Fund to take short positions in, AllianceBernstein L.P. (the “Adviser”) will attempt to take advantage of inefficiencies that it believes exist in the global debt markets. These inefficiencies arise from investor behavior, market complexity, and the investment limitations to which investors are subject. The Adviser will combine quantitative analysis with fundamental credit and

economic research in seeking to exploit these inefficiencies.

Under normal market conditions, the net exposure of the Fund (long exposure minus short exposure) will range between 150% and -150%. For example, the Fund may hold long positions in fixed-income securities with a value equal to 95% of its net assets and hold short positions equal to 75% of its net assets, resulting in 20% net long exposure. The Fund may also take long and short positions in equity securities.

Short positions may be effectuated through derivative instruments or through conventional short sales. When the Fund sells securities short, it sells a security that it does not own (but has borrowed) at its current market price in anticipation that the price of the security will decline. To complete, or close out, the short sale transaction, the Fund buys the same security in the market at a later date and returns it to the lender. The Adviser expects that the Fund’s long positions will be effectuated both through derivatives and actual purchases of fixed-income securities. The Fund may invest in fixed-income securities with a range of maturities from short- to long-term, and expects to maintain a weighted average duration of between -3 and 6 years. The Fund would have a negative duration when the Adviser expects the value of the Fund’s assets to increase as interest rates rise.

While the Fund’s investments will be focused on U.S. dollar-denominated securities, the Fund may invest to a


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			1

lesser extent in securities denominated in foreign currencies. Fluctuations in currency exchange rates can have a dramatic impact on the returns of fixed-income securities. While the Adviser may hedge the foreign currency exposure resulting from the Fund’s security positions through the use of currency-related derivatives, it is not required to do so. The Fund may take long and short positions in currencies (or related derivatives) independent of any such security positions, including taking a position in a currency when it does not hold any securities denominated in that currency.

The Fund expects to use derivatives, such as options, futures, forwards and swaps, to a significant extent. Derivatives may provide a more efficient and economical exposure to market segments than direct investments, and may also be a more efficient way to alter the Fund’s exposure. The Fund may, for example, use credit default, interest rate and total return swaps to establish exposure to the fixed-income markets or particular fixed-income securities and, as noted above, may use currency derivatives to hedge foreign currency exposure.

The Fund may borrow money and enter into transactions such as reverse repurchase agreements that are similar to borrowings (in addition to the borrowing of securities inherent in short sale transactions) for investment purposes. As a result of these borrowing transactions and the use of derivatives, the Fund will at times be highly leveraged, with aggregate exposure (long and short) substantially in excess of its net assets.

Investment Results

The table on page 6 shows the Fund’s performance compared to its benchmark, the Bank of America Merrill Lynch (“BofA ML”) 3-Month U.S. Treasury Bill Index, for the period since the Fund’s inception through October 31, 2014.

Since inception, all share classes of the Fund outperformed the benchmark. The outperformance was primarily driven by security selection as single name longs generally outperformed single name shorts; the Fund held a number of financial sector bonds, both senior and subordinated issues. The Fund’s employment of capital structure arbitrage (going long one security in a company’s capital structure while at the same time going short another security in the same company’s capital structure) and relative value pair trades (matching a long position with a short position in a pair of highly correlated instruments such as two bonds) added to performance.

During the reporting period, the Fund utilized derivatives including Treasury futures, written options and total return swaps for hedging and investment purposes, and interest rate swaps for hedging purposes, which detracted from performance; currency forwards and purchased options were utilized for hedging and investment purposes, which had an immaterial impact; and credit default swaps for hedging and investment purposes contributed to performance.


2		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

Market Review and Investment Strategy

Global credit markets were somewhat volatile during the reporting period. In June, yields hit all-time lows for U.S. high yield assets, followed by periods of selloff and recovery from August through October. In general, spreads widened over the period. Energy-related names particularly sold off during the period due to falling oil prices.

The Fund’s Investment Policy Team (the “Team”) focused on single-name relative value between long and short credit positions, by taking long positions

on securities considered undervalued and short positions on securities considered overvalued. The Fund maintained long positions in a variety of undervalued credit sectors, including subordinated financials and investment-grade emerging-market debt. Short positions included speculative grade energy bonds. The Team began the period with very little net exposure to the market, and opportunistically increased exposure during periods of market stress, exiting the period with modest market exposure to the global credit market.


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			3

DISCLOSURES AND RISKS

Benchmark Disclosure

The unmanaged Bank of America Merrill Lynch^® 3-Month U.S. Treasury Bill Index does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The BofA ML 3-Month U.S. Treasury Bill Index measures the performance of Treasury securities maturing in 90 days. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Fund.

A Word About Risk

Market Risk: The value of the Fund’s assets will fluctuate as the bond or stock market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market.

Below Investment Grade Securities Risk: Investments in fixed-income securities with lower ratings are subject to a higher probability that an issuer will default or fail to meet its payment obligations. These securities may be subject to greater price volatility due to such factors as specific corporate developments, negative perceptions of the junk bond market generally and less secondary market liquidity. These securities are often able to be “called” or repurchased by the issuer prior to their maturity date, forcing the Fund to reinvest the proceeds, possibly at a lower rate of return.

Inflation Risk: This is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the value of the Fund’s assets can decline as can the value of the Fund’s distributions. This risk is significantly greater if the Fund invests a significant portion of its assets in fixed-income securities with longer maturities.

Interest Rate Risk: Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. Interest rate risk is generally greater for fixed-income securities with longer maturities or durations. Duration is a measure that relates the expected price volatility of a fixed-income security to changes in interest rates. The duration of a fixed-income security may be shorter than or equal to full maturity of a fixed-income security. A fixed-income security with a duration of three years will decrease in value by approximately 3% if interest rates increase by 1%.

Derivatives Risk: Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Fund, and may be subject to counterparty risk to a greater degree than more traditional investments.

Leverage Risk: To the extent the Fund uses leveraging techniques, its net asset value (“NAV”) may be more volatile because leverage tends to exaggerate the effect of changes in interest rates and any increase or decrease in the value of the Fund’s investments.

Short Sale Risk: Short sales involve the risk that the Fund will incur a loss by subsequently buying a security at a higher price than the price at which it sold the security. The amount of such loss is theoretically unlimited, as it will be based on the

(Disclosures, Risks and Note about Historical Performance continued on next page)


4		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

Disclosures and Risks

DISCLOSURES AND RISKS

(continued from previous page)

increase in value of the security sold short. In contrast, the risk of loss from a long position is limited to the Fund’s investment in the security, because the price of the security cannot fall below zero. The Fund may not always be able to close out a short position on favorable terms.

Emerging Market Risk: Investments in emerging market countries may have more risk because the markets are less developed and less liquid as well as being subject to increased economic, political, regulatory or other uncertainties.

Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Fund’s investments or reduce its returns.

Diversification Risk: The Fund may have more risk because it is “non-diversified,” meaning that it can invest more of its assets in a smaller number of issuers. Accordingly, changes in the value of a single security may have a more significant effect, either negative or positive, on the Fund’s NAV.

Management Risk: The Fund 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, but there is no guarantee that its techniques will produce the intended results.

These risks are fully discussed in the Fund’s prospectus.

An Important Note About Historical Performance

The investment return and principal value of an investment in the Fund will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown on the following pages represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by visiting www.alliancebernstein.com. The Fund has been in operation only for a short period of time, and therefore has a very limited historical performance period. This limited performance period is unlikely to be representative of the performance the Fund will achieve over a longer period.

All fees and expenses related to the operation of the Fund have been deducted. NAV returns do not reflect sales charges; if sales charges were reflected, the Fund’s quoted performance would be lower. SEC returns reflect the applicable sales charges for each share class: a 4.25% maximum front-end sales charge for Class A shares and a 1% 1-year contingent deferred sales charge for Class C shares. Returns for the different share classes will vary due to different expenses associated with each class. Performance assumes reinvestment of distributions and does not account for taxes.


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			5

Disclosures and Risks

HISTORICAL PERFORMANCE



THE FUND VS. ITS BENCHMARK PERIODS ENDED OCTOBER 31, 2014 (unaudited)	NAV Returns
	Since Inception*
AllianceBernstein Credit Long/Short Portfolio
Class A		0.57%

Class C		0.21%

Advisor Class^†		0.70%

BofA ML 3-Month U.S. Treasury Bill Index		0.02%

* Inception date: 5/7/2014. ^† Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund.

GROWTH OF A $10,000 INVESTMENT IN THE FUND 5/7/14* TO 10/31/14 (unaudited)

LOGO

This chart illustrates the total value of an assumed $10,000 investment in AllianceBernstein Credit Long/Short Portfolio Class A shares (from 5/7/14 to 10/31/14) as compared to the performance of the Fund’s benchmark. The chart reflects the deduction of the maximum 4.25% sales charge from the initial $10,000 investment in the Strategy and assumes the reinvestment of dividends and capital gains distributions.

Inception date: 5/7/2014.

See Disclosures, Risks and Note about Historical Performance on pages 4-5.

(Historical Performance continued on next page)


6		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)


AVERAGE ANNUAL RETURNS AS OF OCTOBER 31, 2014 (unaudited)
	NAV Returns			SEC Returns (reflects applicable sales charges)			SEC Yields*

Class A Shares								7.46	%
Since Inception^†		0.57	%		-3.67	%

Class C Shares								1.12	%
Since Inception^†		0.21	%		-0.79	%

Advisor Class Shares^‡								3.94	%
Since Inception^†		0.70	%		0.70	%

The Fund’s prospectus fee table shows the Fund’s total annual operating expense ratios as 1.76%, 2.53% and 1.51% for Class A, Class C and Advisor Class shares, respectively, gross of any fee waivers or expense reimbursements. Contractual fee waivers and/or expense reimbursements limit the Fund’s annual operating expense ratios exclusive of interest expense, dividend expense, borrowing costs and brokerage expense on securities sold short to 1.35%, 2.10% and 1.10% for Class A, Class C and Advisor Class shares, respectively. These waivers/reimbursements may not be terminated before June 19, 2015 and may be extended by the Adviser for additional one-year terms. Absent reimbursements or waivers, performance would have been lower. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights sections since they are based on different time periods.

SEC yields are calculated based on SEC guidelines for the 30-day period ended October 31, 2014.

^†

Inception date: 5/7/2014.

^‡

See Disclosures, Risks and Note about Historical Performance on pages 4-5.

(Historical Performance continued on next page)


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			7

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)


SEC AVERAGE ANNUAL RETURNS AS OF THE MOST RECENT CALENDAR QUARTER-END SEPTEMBER 30, 2014 (unaudited)
	SEC Returns (reflects applicable sales charges)

Class A Shares
Since Inception^†		-4.54	%

Class C Shares
Since Inception^†		-1.68	%

Advisor Class Shares^‡
Since Inception^†		-0.30	%

^†

Inception date: 5/7/2014.

^‡

See Disclosures, Risks and Note about Historical Performance on pages 4-5.


8		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

Historical Performance

EXPENSE EXAMPLE

(unaudited)

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

Hypothetical Example for Comparison Purposes


	Beginning Account Value May 7, 2014⁺		Ending Account Value October 31, 2014		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,005.70	$	17.41		3.56	%
Hypothetical**	$	1,000	$	1,007.02	$	17.42		3.56	%
Class C
Actual	$	1,000	$	1,002.10	$	20.41		4.18	%
Hypothetical**	$	1,000	$	1,004.00	$	20.43		4.18	%
Advisor Class
Actual	$	1,000	$	1,007.00	$	13.65		2.79	%
Hypothetical**	$	1,000	$	1,010.78	$	13.68		2.79	%

Commencement of operations.

Expenses are equal to the Strategy’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 177/365 (to reflect the one-half year period).

Assumes 5% annual return before expenses.


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			9

Expense Example

PORTFOLIO SUMMARY

October 31, 2014 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $21.0

SECTOR BREAKDOWN*


	Long			Short

Bank Loans		2.2	%		—	%
Collateralized Mortgage Obligations		3.3			—
Common Stocks		5.4			—
Corporates – Investment Grade		6.1			-6.4
Corporates – Non-Investment Grade		57.9			-27.2
Emerging Markets – Corporate Bonds		3.1			—
Emerging Markets – Sovereigns		0.4			—
Governments – Treasuries		0.4			—
Options Purchased – Calls		0.3			—
Options Purchased – Puts		0.3			—
Preferred Stocks		3.8			—
Quasi-Sovereigns		2.7			-2.9

NET COUNTRY EXPOSURE (TOP THREE)*


Long

United States	31.9	%
United Kingdom	4.7
Brazil	2.7


Short

Italy	-1.7	%
Germany	-1.0
Spain	-0.8

TEN LARGEST HOLDINGS*


Long

Company

Petroleos de Venezuela SA	2.7	%
Ally Financial, Inc.	1.9
Lloyds Bank PLC	1.9
Laureate Education, Inc.	1.9
GMAC Capital Trust I	1.8
Yamana Gold, Inc.	1.5
T-Mobile USA, Inc.	1.5
Athlon Holdings LP/Athlon Finance Corp.	1.4
Calpine Corp.	1.4
Wind Acquisition Finance SA	1.4


Short

Company

Petroleos de Venezuela SA	-2.9	%
Intesa Sanpaolo SpA	-2.1
Glencore Funding LLC	-1.9
Ally Financial, Inc.	-1.9
SandRidge Energy, Inc.	-1.7
Barrick Gold Corp.	-1.4
Huntsman International LLC	-1.2
INEOS Group Holdings SA	-1.2
Chrysler Group LLC / CG Co-Issuer, Inc.	-1.1
RWE AG	-1.0

Holdings are expressed as a percentage of total net assets and may vary over time. The Portfolio also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details).


10		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

Portfolio Summary, Net Country Exposure (Top Three) and Ten Largest Holdings

PORTFOLIO OF INVESTMENTS

October 31, 2014


		Principal Amount (000)		U.S. $ Value


CORPORATES - NON-INVESTMENT GRADE – 58.0%
Industrial – 42.1%
Basic – 3.7%
ArcelorMittal 7.25%, 3/01/41	U.S.$		196	$	202,370
Cliffs Natural Resources, Inc. 6.25%, 10/01/40			148		109,520
FMG Resources August 206 Pty Ltd. 8.25%, 11/01/19^(a)			91		94,413
Lundin Mining Corp. 7.875%, 11/01/22^(a)			100		104,000
Molycorp, Inc. 10.00%, 6/01/20			78		55,770
Smurfit Kappa Acquisitions 4.875%, 9/15/18^(a)			200		207,020

					773,093

Capital Goods – 1.4%
Beverage Packaging Holdings Luxembourg II SA/Beverage Packaging Holdings II Issuer 6.00%, 6/15/17^(a)			97		96,758
Bombardier, Inc. 7.45%, 5/01/34^(a)			100		102,500
United Rentals North America, Inc. 8.25%, 2/01/21			100		109,000

					308,258

Communications - Media – 5.2%
CCO Holdings LLC/CCO Holdings Capital Corp. 5.75%, 1/15/24			58		59,377
Gannett Co., Inc. 4.875%, 9/15/21^(a)			32		32,240
5.50%, 9/15/24^(a)			20		20,650
iHeartCommunications, Inc. 6.875%, 6/15/18			104		94,380
9.00%, 9/15/22^(a)			50		50,250
Intelsat Jackson Holdings SA 5.50%, 8/01/23			220		220,550
Sirius XM Radio, Inc. 6.00%, 7/15/24^(a)			196		204,330
Virgin Media Finance PLC 6.00%, 10/15/24^(a)			200		208,000
Ziggo Bond Co. BV 8.00%, 5/15/18^(a)	EUR		145		196,698

					1,086,475

Communications - Telecommunications – 6.3%
Altice SA 7.75%, 5/15/22^(a)	U.S.$		200		210,000


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			11

Portfolio of Investments


		Principal Amount (000)		U.S. $ Value


CenturyLink, Inc. Series U 7.65%, 3/15/42	U.S.$		102	$	101,745
Frontier Communications Corp. 7.875%, 1/15/27			99		102,960
Sprint Capital Corp. 8.75%, 3/15/32			180		201,150
T-Mobile USA, Inc. 6.375%, 3/01/25			300		308,250
Wind Acquisition Finance SA 4.75%, 7/15/20^(a)			300		293,250
Windstream Corp. 6.375%, 8/01/23			101		101,757

					1,319,112

Consumer Cyclical - Automotive – 1.8%
Commercial Vehicle Group, Inc. 7.875%, 4/15/19			190		196,650
Servus Luxembourg Holding SCA 7.75%, 6/15/18^(a)	EUR		138		182,363

					379,013

Consumer Cyclical - Other – 0.5%
Caesars Growth Properties Holdings LLC/Caesars Growth Properties Finance, Inc. 9.375%, 5/01/22^(a)	U.S.$		110		102,300


Consumer Cyclical - Retailers – 2.0%
Brighthouse Group PLC 7.875%, 5/15/18^(a)	GBP		112		172,000
Cash America International, Inc. 5.75%, 5/15/18	U.S.$		120		124,800
Men’s Wearhouse, Inc. (The) 7.00%, 7/01/22^(a)			87		90,154
Neiman Marcus Group Ltd. LLC 8.75%, (8.75% Cash or 9.50% PIK), 10/15/21^(a)(b)			27		28,890

					415,844

Consumer Non-Cyclical – 4.9%
Amsurg Corp. 5.625%, 7/15/22^(a)			74		76,673
CHS/Community Health Systems, Inc. 6.875%, 2/01/22			96		103,440
HCA, Inc. 4.25%, 10/15/19			126		128,047
IASIS Healthcare LLC/IASIS Capital Corp. 8.375%, 5/15/19			100		105,500
Jaguar Holding Co. I 9.375% (9.375% Cash or 10.125% PIK), 10/15/17^(a)(b)			149		152,539


12		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

Portfolio of Investments


		Principal Amount (000)		U.S. $ Value


MPH Acquisition Holdings LLC 6.625%, 4/01/22^(a)	U.S.$		97	$	101,486
PC Nextco Holdings LLC/PC Nextco Finance, Inc. 8.75%, 8/15/19			37		37,555
Pinnacle Merger Sub, Inc. 9.50%, 10/01/23^(a)			90		98,100
Sun Products Corp. (The) 7.75%, 3/15/21^(a)			48		35,520
Tenet Healthcare Corp.
6.25%, 11/01/18			91		98,849
6.875%, 11/15/31			100		98,000

					1,035,709

Energy – 10.6%
Athlon Holdings LP/Athlon Finance Corp. 7.375%, 4/15/21			275		301,125
EXCO Resources, Inc. 8.50%, 4/15/22			220		191,400
Global Partners LP/GLP Finance Corp. 6.25%, 7/15/22^(a)			200		198,000
Halcon Resources Corp. 9.75%, 7/15/20			105		87,609
Jupiter Resources, Inc. 8.50%, 10/01/22^(a)			95		83,838
Linn Energy LLC/Linn Energy Finance Corp. 6.25%, 11/01/19			193		177,560
Offshore Group Investment Ltd. 7.125%, 4/01/23			250		206,250
Pacific Drilling SA 5.375%, 6/01/20^(a)			220		196,762
Paragon Offshore PLC 7.25%, 8/15/24^(a)			149		113,985
Regency Energy Partners LP/Regency Energy Finance Corp. 5.00%, 10/01/22			85		86,700
Sabine Pass Liquefaction LLC 5.75%, 5/15/24^(a)			200		206,750
Southern Star Central Corp. 5.125%, 7/15/22^(a)			200		203,000
Tervita Corp. 10.875%, 2/15/18^(a)			91		82,810
Triangle USA Petroleum Corp. 6.75%, 7/15/22^(a)			100		87,500

					2,223,289

Other Industrial – 2.2%
General Cable Corp. 4.50%, 11/15/29^(c)			85		56,153
Laureate Education, Inc. 9.75%, 9/01/19^(a)			390		401,700

					457,853


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			13

Portfolio of Investments


		Principal Amount (000)		U.S. $ Value


Services – 0.2%
IHS, Inc. 5.00%, 11/01/22^(a)	U.S.$		55	$	55,825


Technology – 3.3%
Avaya, Inc. 10.50%, 3/01/21^(a)			112		98,140
BMC Software Finance, Inc. 8.125%, 7/15/21^(a)			100		95,750
Brightstar Corp. 7.25%, 8/01/18^(a)			90		96,750
Denali Borrower LLC/Denali Finance Corp. 5.625%, 10/15/20^(a)			194		205,761
Numericable Group SA 6.00%, 5/15/22^(a)			200		204,500

					700,901

					8,857,672

Financial Institutions – 11.1%
Banking – 8.3%
ABN AMRO Bank NV 4.31%, 3/10/16^(d)	EUR		71		90,086
Ally Financial, Inc. 8.00%, 12/31/18	U.S.$		350		406,000
Banco Espirito Santo SA 2.625%, 5/08/17^(a)	EUR		100		113,034
Bank of America Corp. Series Z 6.50%, 10/23/24^(d)	U.S.$		200		205,500
Barclays Bank PLC 4.875%, 12/15/14^(a)(d)	EUR		40		48,748
6.86%, 6/15/32^(a)(d)	U.S.$		73		80,848
BNP Paribas SA 5.186%, 6/29/15^(a)(d)			97		97,970
Credit Suisse Group AG 7.50%, 12/11/23^(a)(d)			200		213,000
Danske Bank A/S Series E 5.684%, 2/15/17^(d)	GBP		56		92,047
Royal Bank of Scotland PLC (The) 9.50%, 3/16/22^(a)	U.S.$		85		97,146
Societe Generale SA 7.875%, 12/18/23^(a)(d)			200		200,000
UBS Preferred Funding Trust V Series 1 6.243%, 5/15/16^(d)			94		97,694

					1,742,073

Brokerage – 1.0%
GFI Group, Inc. 10.375%, 7/19/18^(e)			180		213,525


14		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

Portfolio of Investments


		Principal Amount (000)		U.S. $ Value


Finance – 1.8%
Enova International, Inc. 9.75%, 6/01/21^(a)	U.S.$		96	$	97,680
International Lease Finance Corp. 8.25%, 12/15/20			156		187,200
TMX Finance LLC/TitleMax Finance Corp. 8.50%, 9/15/18^(a)			94		91,650

					376,530

					2,332,128

Utility – 4.1%
Electric – 4.1%
Calpine Corp.
5.75%, 1/15/25			200		202,500
7.875%, 1/15/23^(a)			85		94,138
Dynegy Finance I, Inc./Dynegy Finance II, Inc.
7.375%, 11/01/22^(a)			115		121,612
7.625%, 11/01/24^(a)			75		79,500
GenOn Energy, Inc. 7.875%, 6/15/17			97		98,212
NRG Energy, Inc.
6.25%, 5/01/24^(a)			21		21,683
6.25%, 7/15/22			23		24,035
6.625%, 3/15/23			42		44,310
RJS Power Holdings LLC 5.125%, 7/15/19^(a)			171		170,145

					856,135

Non Corporate Sectors – 0.7%
Agencies - Not Government Guaranteed – 0.7%
CITGO Petroleum Corp. 6.25%, 8/15/22^(a)			132		134,310


Total Corporates – Non-Investment Grade (cost $12,409,908)					12,180,245


CORPORATES - INVESTMENT GRADE – 6.1%
Industrial – 2.5%
Capital Goods – 1.5%
Yamana Gold, Inc. 4.95%, 7/15/24^(a)			324		316,899


Technology – 1.0%
Tencent Holdings Ltd. 3.375%, 5/02/19^(a)			200		203,356

					520,255


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			15

Portfolio of Investments


		Principal Amount (000)		U.S. $ Value


Financial Institutions – 2.4%
Banking – 1.9%
Lloyds Bank PLC 6.50%, 9/14/20^(a)	U.S.$		350	$	404,790


Finance – 0.5%
HSBC Finance Capital Trust IX 5.911%, 11/30/35			100		102,250

					507,040

Non Corporate Sectors – 1.2%
ABS - Other – 1.2%
Rio Oil Finance Trust Series 2014-1 6.25%, 7/06/24^(a)			250		260,000


Total Corporates – Investment Grade (cost $1,289,074)					1,287,295


		Shares
COMMON STOCKS – 5.4%
ADT Corp. (The)			1,290		46,234
Beazer Homes USA, Inc.^(f)			3,490		62,576
BlackRock Debt Strategies Fund, Inc.			66,300		252,603
Community Health Systems, Inc.^(f)			520		28,584
DISH Network Corp. – Class A^(f)			800		50,920
eDreams ODIGEO SL			5,380		12,550
General Motors Co.			1,700		53,380
Goodyear Tire & Rubber Co. (The)			3,030		73,417
LyondellBasell Industries NV – Class A			660		60,476
Nortek, Inc.^(f)			590		49,135
Orbitz Worldwide, Inc.^(f)			8,450		69,881
Peabody Energy Corp.			1,450		15,124
Quicksilver Resources, Inc.^(f)			2,600		1,421
Salix Pharmaceuticals Ltd.^(f)			150		21,578
Townsquare Media, Inc. – Class A^(f)			5,320		67,085
Triangle Petroleum Corp.^(f)			3,670		28,442
Western Asset High Yield Defined Opportunity Fund, Inc.			14,900		248,532


Total Common Stocks (cost $1,157,754)					1,141,938


PREFERRED STOCKS – 3.8%
Financial Institutions – 3.3%
Banking – 2.3%
GMAC Capital Trust I 8.125%			14,500		387,585
Goldman Sachs Group, Inc. (The) Series J 5.50%			3,925		93,925

					481,510


16		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

Portfolio of Investments


Company		Shares		U.S. $ Value


REITS – 1.0%
Public Storage Series W 5.20%			4,550	$	104,559
Vornado Realty Trust Series K 5.70%			4,250		104,508

					209,067

					690,577

Industrial – 0.5%
Basic – 0.3%
ArcelorMittal 6.00%			2,920		59,860


Consumer Cyclical - Other – 0.2%
Hovnanian Enterprises, Inc. 7.625%			3,625		55,136

					114,996

Total Preferred Stocks (cost $814,809)					805,573


		Principal Amount (000)
COLLATERALIZED MORTGAGE OBLIGATIONS – 3.3%
Non-Agency Fixed Rate – 2.1%
Alternative Loan Trust Series 2005-86CB, Class A8 5.50%, 2/25/36	U.S.$		99		95,010
CHL Mortgage Pass-Through Trust Series 2006-9, Class A11 6.00%, 5/25/36			100		92,392
GSR Mortgage Loan Trust Series 2006-9F, Class 4A1 6.50%, 10/25/36			51		45,605
Morgan Stanley Mortgage Loan Trust Series 2007-10XS, Class A2 6.25%, 7/25/47			101		76,217
Wells Fargo Mortgage Backed Securities Series 2007-2, Class 1A18 5.75%, 3/25/37			94		90,426
Wells Fargo Mortgage Backed Securities Trust Series 2007-10, Class 1A7 6.00%, 7/25/37			43		42,546

					442,196


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			17

Portfolio of Investments


		Principal Amount (000)		U.S. $ Value


GSE Risk Share Floating Rate – 1.2%
Federal Home Loan Mortgage Corp. Structured Agency Credit Risk Debt Notes Series 2013-DN2, Class M2 4.402%, 11/25/23^(g)	U.S.$		250	$	257,706


Total Collateralized Mortgage Obligations (cost $715,685)					699,902


EMERGING MARKETS – CORPORATE BONDS – 3.1%
Industrial – 3.1%
Basic – 1.1%
Sappi Papier Holding GmbH 7.75%, 7/15/17^(a)			200		215,000


Capital Goods – 1.0%
Cemex SAB de CV 6.50%, 12/10/19^(a)			200		214,250


Consumer Non-Cyclical – 1.0%
Marfrig Holding Europe BV 8.375%, 5/09/18^(a)			200		210,500


Total Emerging Markets – Corporate Bonds (cost $635,310)					639,750


QUASI-SOVEREIGNS – 2.7%
Quasi-Sovereign Bonds – 2.7%
Venezuela – 2.7%
Petroleos de Venezuela SA 6.00%, 5/16/24^(a)			800		410,000
9.00%, 11/17/21^(a)			235		148,931


Total Quasi-Sovereigns (cost $596,659)					558,931


BANK LOANS – 2.2%
Industrial – 2.2%
Basic – 0.9%
Arysta LifeScience SPC LLC 4.50%, 5/29/20^(g)			99		99,030
FMG Resources (August 2006) Pty Ltd. (FMG America Finance, Inc.) 3.75%, 6/30/19^(g)			99		96,976

					196,006

Communications - Media – 0.5%
TWCC Holding Corp. 7.00%, 6/26/20^(g)			100		97,958


18		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

Portfolio of Investments


		Principal Amount (000)		U.S. $ Value


Consumer Cyclical - Automotive – 0.3%
TI Group Automotive Systems LLC 4.25%, 7/02/21^(g)	U.S.$		74	$	73,673


Other Industrial – 0.5%
Orbitz Worldwide, Inc. 4.50%, 4/15/21^(g)			100		98,777


Total Bank Loans (cost $473,735)					466,414


GOVERNMENTS - TREASURIES – 0.4%
Brazil – 0.4%
Brazil Notas do Tesouro Nacional Series F 10.00%, 1/01/17 (cost $101,071)	BRL		233		90,068


EMERGING MARKETS - SOVEREIGNS – 0.4%
Argentina – 0.2%
Argentina Bonos 7.00%, 10/03/15	U.S.$		51		47,784


Venezuela – 0.2%
Venezuela Government International Bond 9.25%, 9/15/27			60		39,900


Total Emerging Markets – Sovereigns (cost $103,234)					87,684


		Contracts
OPTIONS PURCHASED - CALLS – 0.3%
Options on Funds and Investment Trusts – 0.2%
iShares iBoxx High Yield Corporate Bond ETF Expiration: Nov 2014, Exercise Price: $ 93.00^(f)(h)			239		8,365
iShares iBoxx High Yield Corporate Bond ETF Expiration: Dec 2014, Exercise Price: $ 92.00^(f)(h)			57		5,985
iShares iBoxx High Yield Corporate Bond ETF Expiration: Dec 2014, Exercise Price: $ 93.00^(f)(h)			103		5,665
iShares Russell 2000 ETF Expiration: Nov 2014, Exercise Price: $ 117.00^(f)(h)			129		21,478
SPDR S&P 500 ETF Trust Expiration: Nov 2014, Exercise Price: $ 198.00^(f)(h)			23		11,063
SPDR S&P Oil & Gas Exploration Expiration: Dec 2014, Exercise Price: $ 69.00^(f)(h)			78		2,769

					55,325


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			19

Portfolio of Investments


	Notional Amount (000)		U.S. $ Value


Swaptions – 0.1%
CDX-NAHY.22 Goldman Sachs & Co. (Sell Protection) Expiration: Nov 2014, Exercise Rate: 1.08%^(f)		1,050	$	2,430
CDX-NAHY.22 Morgan Stanley Capital Services LLC (Sell Protection) Expiration: Dec 2014, Exercise Rate: 1.08%^(f)		2,050		8,443

				10,873


	Contracts
Options on Equities – 0.0%
ORBITZ Worldwide, Inc. Expiration: Nov 2014, Exercise Price: $ 10.00^(f)(h)		103		1,803


Total Options Purchased – Calls (premiums paid $52,016)				68,001


OPTIONS PURCHASED - PUTS – 0.3%
Options on Equities – 0.1%
Best of SPY TLT Expiration: Dec 2014, Exercise Price: $ 100.00^(f)(h)		580		183
Cliffs Natural Resources, Inc. Expiration: Apr 2015, Exercise Price: $ 6.00^(f)(h)		132		7,194
Peabody Energy Corp. Expiration: Dec 2014, Exercise Price: $ 18.00^(f)(h)		29		22,547

				29,924


	Notional Amount (000)
Swaptions – 0.1%
CDX NAHY.23 Goldman Sachs & Co. (Buy Protection) Expiration: Dec 2014, Exercise Rate: 103%^(f)		1,780		6,182
CDX NAHY.23 Bank of America (Buy Protection) Expiration: Nov 2014, Exercise Rate: 104%^(f)		1,700		1,933
CDX NAHY.23 Bank of America (Buy Protection) Expiration: Nov 2014, Exercise Rate: 106%^(f)		1,700		6,306
IRS Swaption, JPMorgan Chase Bank, NA Expiration: May 2015, Pay 3.06%, Receive 3-month LIBOR (BBA)^(f)		410		3,111
IRS Swaption, JPMorgan Chase Bank, NA Expiration: May 2015, Pay 3.31%, Receive 3-month LIBOR (BBA)^(f)		450		1,644

				19,176


20		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

Portfolio of Investments


		Contracts			U.S. $ Value


Options on Funds and Investment Trusts – 0.1%
iShares iBoxx High Yield Corporate Bond ETF Expiration: Nov 2014, Exercise Price: $ 90.00^(f)(h)			149		$	4,470
iShares US Preferred Stock ETF Expiration: Dec 2014, Exercise Price: $ 38.00^(f)(h)			83			1,038
SPDR S&P 500 ETF Trust Expiration: Nov 2014, Exercise Price: $ 180.00^(f)(h)			103			1,081
SPDR S&P 500 ETF Trust Expiration: Nov 2014, Exercise Price: $ 184.00^(f)(h)			17			272
SPDR S&P 500 ETF Trust Expiration: Nov 2014, Exercise Price: $ 185.00^(f)(h)			51			918
SPDR S&P 500 ETF Trust Expiration: Nov 2014, Exercise Price: $ 193.00^(f)(h)			32			1,744

						9,523

Total Options Purchased – Puts (premiums paid $109,696)						58,623


		Shares
WARRANTS – 0.0%
Peugeot SA, expiring 4/29/17^(f) (cost $10,259)			4,500			6,823


SHORT-TERM INVESTMENTS – 9.7%
Investment Companies – 9.7%
AllianceBernstein Fixed-Income Shares, Inc. – Government STIF Portfolio, 0.07%^(i)(j) (cost $2,037,924)			2,037,924			2,037,924

Total Investments Before Securities Sold Short – 95.7% (cost $20,507,134)						20,129,171


		Principal Amount (000)
SECURITIES SOLD SHORT – (36.5)%
CORPORATES - NON-INVESTMENT GRADE – (27.2)%
Industrial – (21.4)%
Basic – (4.3)%
Chemtura Corp. 5.75%, 7/15/21	U.S.$		(200	)		(199,500	)
Huntsman International LLC 5.125%, 4/15/21	EUR		(200	)		(261,076	)
INEOS Group Holdings SA 5.75%, 2/15/19^(a)			(200	)		(249,482	)
Rayonier AM Products, Inc. 5.50%, 6/01/24^(a)	U.S.$		(200	)		(189,000	)

						(899,058	)


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			21

Portfolio of Investments


		Principal Amount (000)			U.S. $ Value


Capital Goods – (2.0)%
Clean Harbors, Inc. 5.125%, 6/01/21	U.S.$		(198	)	$	(201,465	)
United Rentals North America, Inc. 5.75%, 11/15/24			(200	)		(209,750	)

						(411,215	)

Communications - Media – (1.0)%
Lamar Media Corp. 5.875%, 2/01/22			(200	)		(211,000	)


Communications - Telecommunications – (0.5)%
T-Mobile USA, Inc. 6.50%, 1/15/24			(100	)		(104,750	)


Consumer Cyclical - Automotive – (4.0)%
Chrysler Group LLC / CG Co-Issuer, Inc. 8.25%, 6/15/21			(200	)		(223,500	)
Gestamp Funding Luxembourg SA 5.875%, 5/31/20^(a)	EUR		(134	)		(176,696	)
Jaguar Land Rover Automotive PLC 5.625%, 2/01/23^(a)	U.S.$		(192	)		(199,680	)
Lear Corp. 5.375%, 3/15/24			(195	)		(199,875	)
Navistar International Corp. 8.25%, 11/01/21			(48	)		(49,344	)

						(849,095	)

Consumer Cyclical - Retailers – (0.9)%
Rent-A-Center, Inc. 6.625%, 11/15/20			(200	)		(193,000	)


Consumer Non-Cyclical – (1.6)%
HCA, Inc. 5.875%, 5/01/23			(197	)		(211,775	)
Unilabs Subholding AB 8.50%, 7/15/18^(a)	EUR		(100	)		(125,503	)

						(337,278	)

Energy – (4.3)%
Energy XXI Gulf Coast, Inc. 7.50%, 12/15/21	U.S.$		(200	)		(166,000	)
Halcon Resources Corp. 8.875%, 5/15/21			(38	)		(31,160	)
Hercules Offshore, Inc. 8.75%, 7/15/21^(a)			(125	)		(80,000	)
Oasis Petroleum, Inc. 6.875%, 3/15/22			(92	)		(95,680	)
SandRidge Energy, Inc. 7.50%, 3/15/21-2/15/23			(388	)		(348,200	)
Swift Energy Co. 7.875%, 3/01/22			(200	)		(180,500	)

						(901,540	)


22		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

Portfolio of Investments


		Principal Amount (000)			U.S. $ Value


Services – (1.9)%
ADT Corp. (The) 4.125%, 6/15/23	U.S.$		(220	)	$	(202,400	)
Realogy Group LLC/Realogy Co-Issuer Corp. 4.50%, 4/15/19^(a)			(200	)		(200,500	)

						(402,900	)

Technology – (0.9)%
Freescale Semiconductor, Inc. 5.00%, 5/15/21^(a)			(198	)		(195,030	)

						(4,504,866	)

Financial Institutions – (4.8)%
Banking – (2.9)%
Ally Financial, Inc. 3.50%, 1/27/19			(400	)		(403,000	)
UniCredit SpA 8.00%, 6/03/24^(a)(d)			(200	)		(200,500	)

						(603,500	)

Finance – (1.9)%
CIT Group, Inc. 5.00%, 8/01/23			(200	)		(208,750	)
iStar Financial, Inc. 5.00%, 7/01/19			(200	)		(199,000	)

						(407,750	)

						(1,011,250	)

Utility – (1.0)%
Electric – (1.0)%
Calpine Corp. 6.00%, 1/15/22^(a)			(189	)		(203,648	)


Total Corporates – Non-Investment Grade (proceeds $5,899,296)						(5,719,764	)


CORPORATES - INVESTMENT GRADE – (6.4)%
Industrial – (3.3)%
Basic – (3.3)%
Barrick Gold Corp. 4.10%, 5/01/23			(300	)		(289,966	)
Glencore Funding LLC 4.625%, 4/29/24^(a)			(400	)		(404,000	)

						(693,966	)

Financial Institutions – (2.1)%
Banking – (2.1)%
Intesa Sanpaolo SpA 4.00%, 10/30/23^(a)	EUR		(300	)		(442,016	)


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			23

Portfolio of Investments


		Principal Amount (000)			U.S. $ Value


Utility – (1.0)%
Electric – (1.0)%
RWE AG 7.00%, 10/12/72^(a)	U.S.$		(200	)	$	(217,000	)


Total Corporates – Investment Grade (proceeds $1,375,113)						(1,352,982	)


QUASI-SOVEREIGNS – (2.9)%
Quasi-Sovereign Bonds – (2.9)%
Venezuela – (2.9)%
Petroleos de Venezuela SA
5.375%, 4/12/27^(a)			(600	)		(285,000	)
12.75%, 2/17/22^(a)			(400	)		(317,500	)


Total Quasi-Sovereigns (proceeds $681,929)						(602,500	)


Total Securities Sold Short (proceeds $7,956,338)						(7,675,246	)


Total Investments, Net of Securities Sold Short – 59.2% (cost $12,550,796)						12,453,925
Other assets less liabilities – 40.8%						8,566,449


Net Assets – 100.0%					$	21,020,374

FUTURES (see Note D)


Type	Number of Contracts		Expiration Month		Original Value		Value at October 31, 2014		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
EURO STOXX 50		3		December 2014	$	120,470	$	116,581	$	(3,889	)
U.S. T-Note 5 Yr (CBT) Futures		15		December 2014		1,777,288		1,791,445		14,157

Sold Contracts
U.S. T-Note 10 Yr (CBT) Futures		22		December 2014		2,755,811		2,779,906		(24,095	)

									$	(13,827	)

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty

Contracts to
Deliver (000)

In Exchange
For

(000)

Settlement
Date

Unrealized
Appreciation/
(Depreciation)

Credit Suisse International

USD

1,102

EUR

866

12/15/14

(15,649

)

Credit Suisse International

EUR

USD

1/22/15

242

State Street Bank & Trust Co.

USD

163

GBP

102

11/14/14


24		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

Portfolio of Investments


Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
State Street Bank & Trust Co.	EUR	10	USD	13		11/21/14	$	208
State Street Bank & Trust Co.	USD	51	EUR	41		11/21/14		(534	)
State Street Bank & Trust Co.	EUR	34	USD	44		12/15/14		1,422
State Street Bank & Trust Co.	EUR	17	USD	22		12/15/14		(16	)
State Street Bank & Trust Co.	CAD	102	USD	93		12/22/14		2,621
State Street Bank & Trust Co.	EUR	418	USD	534		12/22/14		10,315
State Street Bank & Trust Co.	GBP	326	USD	533		12/22/14		11,520
State Street Bank & Trust Co.	USD	14	EUR	11		12/22/14		(341	)
State Street Bank & Trust Co.	USD	76	GBP	46		12/22/14		(1,564	)

							$	8,270

CALL OPTIONS WRITTEN (see Note D)


Description	Contracts		Exercise Price		Expiration Month		Premiums Received		U.S. $ Value
Call – iShares Russell 2000 ETF^(h)		129	$	119.00		November 2014	$	9,541	$	(10,578	)
Call – SPDR S&P 500 ETF Trust^(h)		23		201.00		November 2014		2,069		(6,233	))

							$	11,610	$	(16,811	)

PUT OPTIONS WRITTEN (see Note D)


Description	Contracts		Exercise Price		Expiration Month		Premiums Received		U.S. $ Value
Put – iShares 20 Year Treasury Bond^(h)		50	$	122.00		November 2014	$	14,257	$	(17,375	)
Put – iShares iBoxx High Yield Corporate Bond ETF^(h)		57		84.00		December 2014		3,076		(1,140	)
Put – SPDR S&P 500 ETF Trust^(h)		17		178.00		November 2014		2,634		(153	)
Put – SPDR S&P 500 ETF Trust^(h)		32		188.00		November 2014		1,887		(816	)

							$	21,854	$	(19,484	)

CREDIT DEFAULT SWAPTIONS WRITTEN (see Note D)


Description	Counterparty	Buy/Sell Protection		Strike Rate			Expiration Date		Notional Amount (000)		Premiums Received		Market Value
Put – CDX NAHY Series 23, 5 Year Index	Bank of America, NA		Sell		1.05	%		11/19/14	$	3,400	$	8,160	$	(6,884	)
Put – CDX NAHY Series 23, 5 Year Index	Goldman Sachs International		Sell		1.00	%		12/17/14		1,780		5,251		(2,724	)

											$	13,411	$	(9,608	)


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			25

Portfolio of Investments

CENTRALLY CLEARED CREDIT DEFAULT SWAPS (see Note D)


Clearing Broker/(Exchange) & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at October 31, 2014			Notional Amount (000)		Market Value			Unrealized Appreciation/ (Depreciation)
Buy Contracts
Morgan Stanley & Co. LLC/(INTRCONX):
CDX-NAHY Series 22, 5 Year Index, 6/20/19*		(5.00	)%		3.15	%	$	129	$	(10,364	)	$	(2,893	)
CDX-NAHY Series 22, 5 Year Index, 6/20/19*		(5.00	)		3.15			515		(41,454	)		(8,255	)
CDX-NAHY Series 22, 5 Year Index, 6/20/19*		(5.00	)		3.15			2,030		(163,426	)		(62,901	)
CDX-NAHY Series 22, 5 Year Index, 6/20/19*		(5.00	)		3.15			644		(51,818	)		(10,959	)
iTraxx Europe Crossover Series 21, 5 Year Index, 6/20/19*		(5.00	)		2.41		EUR	90		(13,090	)		1,142
iTraxx Europe Crossover Series 21, 5 Year Index, 6/20/19*		(5.00	)		2.41			780		(113,446	)		3,642

Sale Contracts
Morgan Stanley & Co. LLC/(INTRCONX):
CDX-NAHY Series 22, 5 Year Index, 6/20/19*		5.00			3.15		$	1,172		94,373			40,155
CDX-NAHY Series 22, 5 Year Index, 6/20/19*		5.00			3.15			572		46,036			17,719
CDX-NAHY Series 22, 5 Year Index, 6/20/19*		5.00			3.15			286		23,018			8,859
CDX-NAHY Series 22, 5 Year Index, 6/20/19*		5.00			3.15			495		39,860			(628	)

									$	(190,311	)	$	(14,119	)

Termination date.

CENTRALLY CLEARED INTEREST RATE SWAPS


					Rate Type
Clearing Broker /(Exchange)	Notional Amount (000)		Termination Date		Payments made by the Fund			Payments received by the Fund		Unrealized Appreciation/ (Depreciation)
Morgan Stanley & Co. LLC/(CME)	$	2,000		5/09/19		1.732	%		3 Month LIBOR	$	(24,792	)


26		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

Portfolio of Investments

CREDIT DEFAULT SWAPS (see Note D)


Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at October 31, 2014			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Buy Contracts
Bank of America, NA:
ArcelorMittal, 6.125%, 6/01/18, 12/20/19*		(1.00	)%		2.45	%	EUR	160	$	13,830		$	15,488		$	(1,658	)
Hellenic Telecommunications Organization Societe Anonyme, 4.625%, 5/20/16; 12/20/17*		(1.00	)		1.24			320		(38,536	)		(36,308	)		(2,228	)
Citibank, NA:
Amkor Technology, Inc., 7.375%, 5/20/18, 12/20/19*		(5.00	)		3.51		$	100		(7,408	)		(8,344	)		936
Dell Inc., 7.1%, 4/15/28, 12/20/19*		(1.00	)		1.86			200		8,028			11,202			(3,174	)
J. C. Penney Co., Inc., 6.375%, 10/15/36. 6/20/16*		(5.00	)		3.75			100		(1,371	)		3,531			(4,902	)
Quest Diagnostics Incorporated, 6.95%, 7/01/l37, 12/20/19*:		(1.00	)		1.06			500		954			3,575			(2,621	)
Russian Federation, 7.5 %, 3/31/30, 12/20/19*		(1.00	)		2.42			100		6,538			6,809			(271	)
Credit Suisse International
Bellsouth Corp., 6.55% 6/15/34, 09/20/2019*		(1.00	)		0.42			1,000		(28,089	)		(23,963	)		(4,126	)
ConAgra Foods, Inc., 7.00%, 10/01/28, 12/20/21*		(1.00	)		0.78			600		(9,547	)		(6,187	)		(3,360	)
Western Union Co., 3.65% 8/22/18, 9/20/17*		(1.00	)		0.59			600		(7,103	)		(7,691	)		588
Deutsche Bank AG
Lloyds Bank PLC, 1.5%, 5/02/17, 12/20/19*		(1.00	)		0.61		EUR	470		(12,437	)		(12,352	)		(85	)
Goldman Sachs International
Peabody Energy Corporation, 7.375%, 11/01/16, 12/20/19*		(5.00	)		5.93		$	130		4,385			1,308			3,077
JPMorgan Chase Bank, NA:
Kohl’s Corp., 6.25%, 12/15/17, 6/20/17*		(1.00	)		0.40			400		(6,331	)		(4,588	)		(1,743	)


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			27

Portfolio of Investments


Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at October 31, 2014			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Sale Contracts
Bank of America, NA:
Hellenic Telecommunications Organization Societe Anonyme, 4.625%, 5/20/16; 12/20/19*		5.00	%		1.88	%	EUR	140	$	18,674		$	17,699		$	975
Citibank, NA:
Laderokes PLC, 7.625%, 3/05/17, 6/20/19*		1.00			2.81			140		(13,878	)		(15,696	)		1,818
NRG Energy, Inc., 6.25%, 7/15/22, 6/20/19*		5.00			2.50		$	100		11,051			10,758			293
Telecom Italia SPA, 5.375%, 1/29/19, 6/29/19*		1.00			1.75		EUR	70		(2,920	)		(3,650	)		730
UPC Holding BV, 8.375%, 8/15/20, 6/20/19*		5.00			2.04			140		23,704			17,831			5,873
Credit Suisse International:
AT&T Inc. 1.6% 2/15/17, 9/20/19*		1.00			0.45		$	1,000		26,974			27,815			(841	)
Western Union Co., 3.65% 8/22/18, 9/20/19*		1.00			1.35			400		(6,668	)		(5,444	)		(1,224	)
JPMorgan Chase Bank, NA:
Kohl’s Corp., 6.25%, 12/15/17, 6/20/19*		1.00			0.97			400		402			(5,358	)		5,760
TRW Automotive Inc., 7.25%, 3/15/17, 9/20/19*		1.00			0.91			100		431			(1,716	)		2,147

									$	(19,317	)	$	(15,281	)	$	(4,036	)

Termination date.

TOTAL RETURN SWAPS (see Note D)

Counterparty &

Referenced Obligation

# of
Shares
or
Units

Rate Paid/
Received

Notional
Amount
(000)

Maturity
Date

Unrealized
Appreciation/
(Depreciation)

Receive Total Return on Reference Obligation

Goldman Sachs International iBoxx $ Liquid High Yield Total Return Index

8,574

LIBOR Plus 0.00

2,000

12/20/14

19,593


28		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

Portfolio of Investments

(a)

(b)

Pay-In-Kind Payments (PIK). The issuer may pay cash interest and/or interest in additional debt securities. Rates shown are the rates in effect at October 31, 2014.

(c)

Convertible security.

(d)

Securities are perpetual and, thus, do not have a predetermined maturity date. The date shown, if applicable, reflects the next call date.

(e)

Coupon rate adjusts periodically based upon a predetermined schedule. Stated interest rate in effect at October 31, 2014.

(f)

Non-income producing security.

(g)

Floating Rate Security. Stated interest rate was in effect at October 31, 2014.

(h)

One contract relates to 100 shares.

(i)

To obtain a copy of the fund’s financial statements, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

(j)

Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

Currency Abbreviations:

CAD – Canadian Dollar

BRL – Brazilian Real

EUR – Euro

GBP – Great British Pound

USD – United States Dollar

Glossary:

ABS – Asset-Backed Securities

BBA –British Bankers Association

CBT – Chicago Board of Trade

CDX-NAHY – North American High Yield Credit Default Swap Index

CME – Chicago Mercantile Exchange

ETF – Exchange Traded Fund

GSE – Government-Sponsored Enterprise

iBOXHY – iBoxx $ Liquid High Yield Index

INTRCONX – Inter-Continental Exchange

IRS – Interest Rate Swaption

LIBOR – London Interbank Offered Rates

REIT – Real Estate Investment Trust

RTP – Right to Pay

SPDR – Standard & Poor’s Depository Receipt

SPY – SPDR Trust Series I

TLT – iShares Barclays 20 Year Treasury Bond Fund

See notes to financial statements.


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			29

Portfolio of Investments

STATEMENT OF ASSETS & LIABILITIES

October 31, 2014


Assets
Investments in securities, at value
Unaffiliated issuers (cost $18,469,210)	$	18,091,247
Affiliated issuers (cost $2,037,924)		2,037,924
Due from broker		509,566	^(a)
Foreign currencies, at value (cost $11,006)		12,551
Deposit at broker for securities sold short		7,764,001
Receivable for investment securities sold		412,372
Interest and dividends receivable		290,548
Upfront premium paid on credit default swaps		116,016
Prepaid expenses		43,939
Unrealized appreciation on forward currency exchange contracts		26,374
Unrealized appreciation on credit default swaps		22,197
Unrealized appreciation on total return swaps		19,593
Receivable for terminated credit default swaps		61,127
Receivable for variation margin on exchange-traded derivatives		6,317
Receivable for terminated centrally cleared credit default swaps		13

Total assets		29,413,785

Liabilities
Due to custodian		11,238
Options written, at value (premiums received $33,464)		36,295
Swaptions written, at value (premiums received $13,411)		9,608
Payable for securities sold short, at value (proceeds received $7,956,338)		7,675,246
Interest expense payable		123,757
Payable for investment securities purchased and foreign currency transactions		117,560
Advisory fee payable		96,873
Unrealized depreciation on credit default swaps		26,233
Unrealized depreciation on forward currency exchange contracts		18,104
Upfront premium received on credit default swaps		131,297
Payable for variation margin on exchange-traded derivatives		3,906
Transfer Agent fee payable		2,996
Distribution fee payable		48
Accrued expenses		140,250

Total liabilities		8,393,411

Net Assets	$	21,020,374

Composition of Net Assets
Capital stock, at par	$	2,101
Additional paid-in capital		20,991,467
Undistributed net investment income		130,266
Accumulated net realized gain on investment and foreign currency transactions		22,076
Net unrealized depreciation on investments and foreign currency denominated assets and liabilities		(125,536	)

	$	21,020,374

(a)

Represents amounts on deposit at the broker as collateral for open derivative contracts.

See notes to financial statements.


30		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

Statement of Assets & Liabilities

Net Asset Value Per Share—9 billion shares of capital stock authorized, $.001 par value


Class	Net Assets		Shares Outstanding		Net Asset Value

A	$	84,108		8,412	$	10.00	*

C	$	44,437		4,459	$	9.97

Advisor	$	20,891,829		2,087,651	$	10.01

The maximum offering price per share for Class A shares was $10.44 which reflects a sales charge of 4.25%.

See notes to financial statements.


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			31

Statement of Assets & Liabilities

STATEMENT OF OPERATIONS

For the Period May 7, 2014^(a) to October 31, 2014


Investment Income
Interest	$	428,962
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $114)		41,560
Affiliated issuers		1,252
Consent fee income		225		$	471,999

Expenses
Advisory fee (see Note B)		88,451
Distribution fee—Class A		24
Distribution fee—Class C		99
Transfer agency—Class A		9
Transfer agency—Class C		10
Transfer agency—Advisor Class		8,577
Audit and tax		79,302
Custodian		61,572
Amortization of offering expenses		41,368
Administrative		38,604
Legal		13,549
Printing		11,452
Registration fees		5,929
Directors’ fees		5,644
Miscellaneous		6,500

Total expenses before expenses on securities sold short		361,090
Interest expense		154,154
Broker fee		12,156

Total expenses		527,400
Less: expenses waived and reimbursed by the Adviser (see Note B)		(252,520	)

Net expenses					274,880

Net investment income					197,119

Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net realized gain (loss) on:
Investment transactions					71,828
Securities sold short					28,914
Futures					(59,477	)
Options written					(16,567	)
Swaptions written					19,454
Swaps					(14,109	)
Foreign currency transactions					16,213
Net change in unrealized appreciation/depreciation of:
Investments					(377,963	)
Securities sold short					281,255
Futures					(13,827	)
Options written					(2,831	)
Swaptions written					3,803
Swaps					(23,354	)
Foreign currency denominated assets and liabilities					7,381

Net loss on investment and foreign currency transactions					(79,280	)

Net Increase in Net Assets from Operations				$	117,839

(a)

Commencement of operations.

See notes to financial statements.


32		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

Statement of Operations

STATEMENT OF CHANGES IN NET ASSETS


	May 7, 2014^(a) to October 31, 2014
Increase (Decrease) in Net Assets from Operations
Net investment income	$	197,119
Net realized gain on investment and foreign currency transactions		46,256
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(125,536	)

Net increase in net assets from operations		117,839
Dividends to Shareholders from
Net investment income
Class A		(87	)
Class C		(182	)
Advisor Class		(101,727	)
Capital Stock Transactions
Net increase		21,004,531

Total increase		21,020,374
Net Assets
Beginning of period		– 0	–

End of period (including undistributed net investment income of $130,266)	$	21,020,374

(a)

Commencement of operations.

See notes to financial statements.


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			33

Statement of Changes in Net Assets

STATEMENT OF CASH FLOWS

For the Period May 7, 2014^(a) to October 31, 2014


Cash flows from Operating Activities
Net increase in net assets from operations				$	117,839
Reconciliation of Net Increase in Net Assets from Operations to Net Decrease in Cash from Operating Activities:
Increase in interest and dividends receivable	$	(290,548	)
Increase in receivable for investments sold		(412,372	)
Net accretion of bond discount and amortization of bond premium		24,677
Increase in payable for investments purchased		117,560
Increase in other assets		(43,939	)
Increase in accrued expenses		240,167
Increase in due from broker		(8,273,567	)
Purchases of long-term investments		(31,797,938	)
Purchases of short-term investments		(28,740,559	)
Proceeds from disposition of long-term investments		13,364,355
Proceeds from disposition of short-term investments		26,702,635
Proceeds from short sales transactions, net		8,080,095
Proceeds from written options, net		49,762
Payments on swaps, net		(55,789	)
Payments for exchange-traded derivatives settlements		(84,063	)
Variation margin paid on exchange-traded derivatives		(2,411	)
Net realized gain on investment and foreign currency transactions		(46,256	)
Net change in unrealized appreciaton/depreciation of investments and foreign currency denominated assets and liabilities		125,536

Total adjustments					(21,042,655	)

Net Decrease in Cash from Operating Activities				$	(20,924,816	)

Financing Activities:
Subscriptions of capital stock, net		21,002,732
Increase in due to custodian		11,238
Cash dividends paid (net of dividend reinvestments)*		(100,197	)

Net increase in cash from financing activities					20,913,773
Effect of exchange rate on cash					23,594

Net increase in cash					12,551
Net change in cash
Cash at beginning of period					—

Cash at end of period				$	12,551

* Reinvestment of dividends		1,799
Supplemental disclosure of cash flow information:
Interest expense paid during the period		30,397

In accordance with U.S. GAAP, the Fund has included a Statement of Cash Flows as a result of its significant investments in Level 3 securities throughout the period.

(a)

Commencement of operations.

See notes to financial statements.


34		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

Statement of cash Flows

NOTES TO FINANCIAL STATEMENTS

October 31, 2014

NOTE A

Significant Accounting Policies

AllianceBernstein Bond Fund, Inc. (the “Fund”) is registered under the Investment Company Act of 1940 as an open-end management investment company. The Fund, which is a Maryland corporation, operates as a series company comprised of nine portfolios currently in operation: the Intermediate Bond Portfolio, the Bond Inflation Strategy Portfolio, the Municipal Bond Inflation Strategy Portfolio, the Real Asset Strategy Portfolio, the Limited Duration High Income Portfolio, the Government Reserves Portfolio, the Tax-Aware Fixed Income Portfolio, the AllianceBernstein Credit Long/Short Portfolio and the AllianceBernstein High Yield Portfolio. They are each diversified Portfolios, with the exception of the Limited Duration High Income Portfolio, which is non-diversified. The Government Reserves Portfolio commenced operations on May 1, 2013. The Tax-Aware Fixed Income Portfolio commenced operations on December 11, 2013. The AllianceBernstein Credit Long/Short Portfolio commenced operations on May 7, 2014. The AllianceBernstein High Yield Portfolio commenced operations July 15, 2014. Each Portfolio is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the AllianceBernstein Credit Long/Short Portfolio (the “Portfolio”). The Fund have authorized the issuance of Class A, Class B, Class C, Advisor Class, Class R, Class K, Class I, Class Z, Class 1 and Class 2 shares. Class B, Class R, Class K, Class I, Class Z, Class 1 and Class 2 shares are not currently offered. Class A shares are sold with a front-end sales charge of up to 4.25% for purchases up to $500,000; purchases of $500,000 or more are not subject to a sales charge. With respect to purchases of $500,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase. Advisor Class shares are sold without any initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All nine classes of shares have identical voting, dividend, liquidation and other rights, except that the classes bear different distribution and transfer agency expenses. Each class has exclusive voting rights with respect to its distribution plan. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			35

Notes to Financial Statements

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio value it’s securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to


36		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

Notes to Financial Statements

transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

•

Level 1—quoted prices in active markets for identical investments

•

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•

Level 3—significant unobservable inputs (including the Portfolio own assumptions in determining the fair value of investments)


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			37

Notes to Financial Statements

Options are valued using market-based inputs to models, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency, where such inputs and models are available. Alternatively the values may be obtained through unobservable management determined inputs and/or management’s proprietary models. Where models are used, the selection of a particular model to value an option depends upon the contractual terms of, and specific risks inherent in, the option as well as the availability of pricing information in the market. Valuation models require a variety of inputs, including contractual terms, market prices, measures of volatility and correlations of such inputs. Exchange traded options generally will be classified as Level 2. For options that do not trade on exchange but trade in liquid markets, inputs can generally be verified and model selection does not involve significant management judgment. Options are classified within Level 2 on the fair value hierarchy when all of the significant inputs can be corroborated to market evidence. Otherwise such instruments are classified as Level 3.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of October 31, 2014:

Investments in Securities:

Level 1

Level 2

Level 3

Total

Assets:

Corporates – Non-Investment Grade

– 0

–

12,055,445

124,800

12,180,245

Corporates – Investment Grade

– 0

–

1,287,295

– 0

–

1,287,295

Common Stocks

1,141,938

– 0

–

– 0

–

1,141,938

Preferred Stocks

805,573

– 0

–

– 0

–

805,573

Collateralized Mortgage Obligations

– 0

–

– 0

–

699,902

Emerging Markets – Corporate Bonds

– 0

–

639,750

– 0

–

639,750

Quasi-Sovereigns

– 0

–

558,931

– 0

–

558,931

Bank Loans

– 0

–

– 0

–

466,414

Governments – Treasuries

– 0

–

90,068

– 0

–

90,068

Emerging Markets – Sovereigns

– 0

–

87,684

– 0

–

87,684

Options Purchased – Calls

– 0

–

68,001

– 0

–

68,001

Options Purchased – Puts

– 0

–

58,623

– 0

–

58,623

Warrants

6,823

– 0

–

– 0

–

6,823

Short-Term Investments

2,037,924

– 0

–

– 0

–

2,037,924

Liabilities:

Corporates – Non-Investment Grade

– 0

–

(5,719,764

)

– 0

–

(5,719,764

)

Corporates – Investment Grade

– 0

–

(1,352,982

)

– 0

–

(1,352,982

)

Quasi-Sovereigns

– 0

–

(602,500

)

– 0

–

(602,500

)

Total Investments in Securities

3,992,258

7,170,551

1,291,116

12,453,925


38		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

Notes to Financial Statements

Investments in Securities:

Level 1

Level 2

Level 3

Total

Other Financial Instruments* :

Assets:

Futures

14,157

– 0

–

– 0

–

14,157

Forward Currency Exchange Contracts

– 0

–

26,374

– 0

–

26,374

Centrally Cleared Credit Default Swaps

– 0

–

71,517

– 0

–

71,517

Credit Default Swaps

– 0

–

22,197

– 0

–

22,197

Total Return Swaps

– 0

–

19,593

– 0

–

19,593

Liabilities:

Futures

(24,095

)

(3,889

)

– 0

–

(27,984

Forward Currency Exchange Contracts

– 0

–

(18,104

)

– 0

–

(18,104

)

Call Options Written

– 0

–

(16,811

)

– 0

–

(16,811

)

Put Options Written

– 0

–

(19,484

)

– 0

–

(19,484

)

Credit Default Swaptions Written

– 0

–

(9,608

)

– 0

–

(9,608

)

Centrally Cleared Credit Default Swaps

– 0

–

(85,636

)

– 0

–

(85,636

Centrally Cleared Interest Rate Swaps

– 0

–

(24,792

)

– 0

–

(24,792

Credit Default Swaps

– 0

–

(26,233

)

– 0

–

(26,233

)

Total^

3,982,320

7,105,675

1,291,116

12,379,111

Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument. Other financial instruments may also include Options and Swaptions written which are valued at market value.

Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative appreciation/(depreciation) of exchange traded derivatives in the portfolio of investments.

There were no transfers between any levels during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value.


	Corporates - Non- Investment Grade			Collateralized Mortgage Obligations			Bank Loans
Balance as of 5/07/14^(a)	$	– 0	–	$	– 0	–	$	– 0	–
Accrued discounts/(premiums)		(33	)		(429	)		(48	)
Realized gain (loss)		904			156			(5	)
Change in unrealized appreciation/depreciation		3,156			(15,781	)		(7,319	)
Purchases		140,723			747,732			475,230
Sales		(19,950	)		(31,776	)		(1,444	)
Transfers in to Level 3		– 0	–		– 0	–		– 0 –
Transfers out of Level 3		– 0	–		– 0	–		– 0 –

Balance as of 10/31/14	$	124,800		$	699,902		$	466,414

Net change in unrealized appreciation/depreciation from investments held as of 10/31/14*	$	3,156		$	(15,781	)	$	(7,319	)


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			39

Notes to Financial Statements


	Total
Balance as of 5/07/14^(a)	$	– 0	–
Accrued discounts/(premiums)		(510	)
Realized gain (loss)		1,055
Change in unrealized appreciation/depreciation		(19,944	)
Purchases		1,363,685
Sales		(53,170	)
Transfers in to Level 3		– 0	–
Transfers out of Level 3		– 0	–

Balance as of 10/31/14	$	1,291,116

Net change in unrealized appreciation/depreciation from investments held as of 10/31/14*	$	(19,944	)

^(a)

Commencement of Operations.

The unrealized appreciation/depreciation is included in net change in unrealized appreciation/depreciation of investments in the accompanying statement of operations.

As of October 31, 2014, all Level 3 securities were priced by third party vendors.

The Adviser has established a Valuation Committee (the “Committee”) which is responsible for overseeing the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports


40		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

Notes to Financial Statements

are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for the current tax year and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			41

Notes to Financial Statements

are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

8. Offering Expenses

Offering expenses of $85,307 were deferred and amortized on a straight line basis over a one year period starting from May 7, 2014 (commencement of operations).

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Fund pays the Adviser a management fee at an annual rate of .90% of the Fund’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to 1.35%, 2.10%, and 1.10% of daily average net assets for Class A, Class C, and Advisor Class shares, respectively. Under the agreement, any fees waived and expenses borne by the Adviser may be reimbursed by the Fund until the end of the third fiscal year after the fiscal period in which the fee was waived or the expense was borne, provided that no reimbursement payment will be made that would cause the Fund’s total annual operating expenses to exceed the net fee percentage set forth in the preceding sentence. This fee waiver and/or expense reimbursement agreement may not be terminated by the Adviser before June 19, 2015. For the period ended October 31, 2014, such reimbursements/waivers amounted to $252,520.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the period ended October 31, 2014, the reimbursement for such services amounted to $38,604.


42		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

Notes to Financial Statements

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. ABIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. Such compensation retained by ABIS amounted to $7,509 for the period ended October 31, 2014.

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, serves as the distributor of the Portfolio’s shares. The Distributor has advised the Portfolio that it has retained front-end sales charges of $62 from the sale of Class A shares and received $0 in contingent deferred sales charges imposed upon redemptions by shareholders of Class C shares for the period ended October 31, 2014.

The Fund may invest in the AllianceBernstein Fixed-Income Shares, Inc. – Government STIF Portfolio (“Government STIF Portfolio”), an open-end management investment company managed by the Adviser. The Government STIF Portfolio is offered as a cash management option to mutual funds and other institutional accounts of the Adviser, and is not available for direct purchase by members of the public. The Government STIF Portfolio pays no investment management fees but does bear its own expenses. A summary of the Portfolio’s transactions in shares of the Government STIF Portfolio for the period ended October 31, 2014 is as follows:


Market Value May 7, 2014^(a) (000)	Purchases at Cost (000)		Sales Proceeds (000)		Market Value October 31, 2014 (000)		Dividend Income (000)
$ – 0 –	$	28,741	$	26,703	$	2,038	$	1

^(a)

Commencement of operations.

Brokerage commissions paid on investment transactions for the period ended October 31, 2014 amounted to $0, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

NOTE C

Distribution Services Agreement

The Fund has adopted a Distribution Services Agreement (the “Agreement”) pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Agreement, the Portfolio pays distribution and servicing fees to the Distributor at an annual rate of up to .25% of the Portfolio’s average daily net assets attributable to Class A shares, 1% of the Portfolio’s average daily net assets attributable to Class C shares. There are no distribution and servicing fees on the Advisor Class shares. The fees are accrued daily and paid monthly. The Agreement provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. Since the commencement of the Portfolio’s


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			43

Notes to Financial Statements

operations, the Distributor has incurred expenses in excess of the distribution costs reimbursed by the Portfolio in the amounts of $-0- for Class C. While such costs may be recovered from the Portfolio in future periods so long as the Agreement is in effect, the rate of the distribution and servicing fees payable under the Agreement may not be increased without a shareholder vote. In accordance with the Agreement, there is no provision for recovery of unreimbursed distribution costs incurred by the Distributor beyond the current fiscal year for Class A shares. The Agreement also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the period ended October 31, 2014 were as follows:


Purchases	Sales		Securities Sold Short		Covers on Securities Sold Short
$ 30,281,638	$	11,969,977	$	11,447,436	$	3,358,542

During the period ended October 31, 2014, there were no purchases or sales of U.S. Government Securities.

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation are as follows:


	Gross Unrealized
Cost of Investments	Appreciation on Investments		Depreciation on Investments		Net Unrealized Depreciation on Investments		Net Unrealized Appreciation on Securities Sold Short		Net Unrealized Depreciation
$ 20,507,134	$	210,604	$	(588,567)	$	(377,963)	$	281,092^(a)	$	(96,871)

^(a)

Gross unrealized appreciation was $310,983 and gross unrealized depreciation was $(29,891), resulting in net unrealized appreciation of $281,092.

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The principal types of derivatives utilized by the Portfolio, as well as the methods in which they may be used are:

•

Futures

The Portfolio may buy or sell futures for investment purposes or for the purpose of hedging its portfolio against adverse effects of potential


44		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

Notes to Financial Statements

movements in the market. The Portfolio bear the market risk that arises from changes in the value of these instruments and the imperfect correlation between movements in the price of the futures and movements in the price of the assets, reference rates or indices which they are designed to track. Among other things, the Portfolio may purchase or sell futures for foreign currencies or options thereon for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

At the time the Portfolio enters into futures, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Such amount is shown as due from broker on the statement of assets and liabilities. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for exchange-traded futures is generally less than privately negotiated futures, since the clearinghouse, which is the issuer or counterparty to each exchange-traded future, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Use of long futures subjects the Portfolio to risk of loss in excess of the amounts shown on the statement of assets and liabilities, up to the notional value of the futures. Use of short futures subjects the Portfolio to unlimited risk of loss. Under some circumstances, futures exchanges may establish daily limits on the amount that the price of futures can vary from the previous day’s settlement price, which could effectively prevent liquidation of unfavorable positions.

During the period ended October 31, 2014, the Portfolio held futures for hedging and non-hedging purposes.

•

Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sale commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			45

Notes to Financial Statements

loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions. Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and/or depreciation by the Portfolio. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar.

During the period ended October 31, 2014, the Portfolio held forward currency exchange contracts for hedging and non-hedging purposes.

•

Option Transactions

For hedging and investment purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. Among other things, the Portfolio may also use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions” and may use options strategies involving the purchase and/or writing of various combinations of call and/or put options, for hedging and investment purposes.

The risk associated with purchasing an option is that the Portfolio pays a premium whether or not the option is exercised. Additionally, the Portfolio bears the risk of loss of the premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the


46		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

Notes to Financial Statements

written option. Exercise of an option written by the Portfolio could result in the Portfolio selling or buying a security or currency at a price different from the current market value.

The Portfolio may also invest in options on swap agreements, also called “swaptions”. A swaption is an option that gives the buyer the right, but not the obligation, to enter into a swap on a future date in exchange for paying a market-based “premium”. A receiver swaption gives the owner the right to receive the total return of a specified asset, reference rate, or index. A payer swaption gives the owner the right to pay the total return on a specified asset, reference rate, or index. Swaptions also include options that allow an existing swap to be terminated or extended by one of the counterparties.

During the period ended October 31, 2014, the Portfolio held purchased options for hedging and non-hedging purposes. During the period ended October 31, 2014, the Portfolio held written options for hedging and non-hedging purposes.

For the period ended October 31, 2014, the Portfolio had the following transactions in written options:


	Number of Contracts			Premiums Received
Options written outstanding as of 5/07/14^(a)		– 0	–	$	– 0	–
Options written		872			53,179
Options expired		(294	)		(10,537	)
Options bought back		(270	)		(9,178	)
Options exercised		– 0	–		– 0	–

Options written outstanding as of 10/31/14		308		$	33,464


	Notional Amount			Premiums Received
Swaptions written outstanding as of 5/07/14^(a)		– 0	–	$	– 0	–
Swaptions written		17,716,199			35,637
Swaptions expired		(8,926,199	)		(11,677	)
Swaptions bought back		(3,610,000	)		(10,549	)
Swaptions exercised		– 0	–		– 0	–

Swaptions written outstanding as of 10/31/14		5,180,000		$	13,411

^(a)

Commencement of operations.

•

Swaps


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			47

Notes to Financial Statements

“Total Return Swaps”. A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specified prices or rates for a specified amount of an underlying asset. The payment flows are usually netted against each other, with the difference being paid by one party to the other. In addition, collateral may be pledged or received by the Portfolio in accordance with the terms of the respective swaps to provide value and recourse to the Portfolio or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap.

Risks may arise as a result of the failure of the counterparty to the swap to comply with the terms of the swap. The loss incurred by the failure of a counterparty is generally limited to the net interim payment to be received by the Portfolio, and/or the termination value at the end of the contract. Therefore, the Portfolio considers the creditworthiness of each counterparty to a swap in evaluating potential counterparty risk. This risk is mitigated by having a netting arrangement between the Portfolio and the counterparty and by the posting of collateral by the counterparty to the Portfolio to cover the Portfolio’s exposure to the counterparty. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities. The Portfolio accrues for the interim payments on swaps on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swaps on the statement of assets and liabilities, where applicable. Once the interim payments are settled in cash, the net amount is recorded as realized gain/(loss) on swaps on the statement of operations, in addition to any realized gain/(loss) recorded upon the termination of swaps. Upfront premiums paid or received are recognized as cost or proceeds on the statement of assets and liabilities and are amortized on a straight line basis over the life of the contract. Amortized upfront premiums are included in net realized gain/(loss) from swaps on the statement of operations. Fluctuations in the value of swaps are recorded as a component of net change in unrealized appreciation/depreciation of swaps on the statement of operations.

At the time the Portfolio enters into a centrally cleared swap, the Portfolio deposits and maintains as collateral an initial margin with the broker, as


48		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

Notes to Financial Statements

required by the exchange on which the transaction is effected. Such amount is shown as due from broker on the statement of assets and liabilities. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for swaps cleared through a central clearinghouse’s exchange is generally less than privately negotiated swaps, since the clearinghouse, which is the issuer or counterparty to each exchange-traded swap, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Interest Rate Swaps:

The Portfolio is subject to interest rate risk exposure in the normal course of pursuing its investment objectives. Because the Portfolio holds fixed rate bonds, the value of these bonds may decrease if interest rates rise. To help hedge against this risk and to maintain its ability to generate income at prevailing market rates, the Portfolio may enter into interest rate swaps. Interest rate swaps are agreements between two parties to exchange cash flows based on a notional amount. The Portfolio may elect to pay a fixed rate and receive a floating rate, or, receive a fixed rate and pay a floating rate on a notional amount.

In addition, the Portfolio may also enter into interest rate swap transactions to preserve a return or spread on a particular investment or portion of its portfolio, or protecting against an increase in the price of securities the Portfolio anticipates purchasing at a later date. Interest rate swaps involve the exchange by a Portfolio with another party of their respective commitments to pay or receive interest (e.g., an exchange of floating rate payments for fixed rate payments) computed based on a contractually-based principal (or “notional”) amount. Interest rate swaps are entered into on a net basis (i.e., the two payment streams are netted out, with the Portfolio receiving or paying, as the case may be, only the net amount of the two payments).

During the period ended October 31, 2014, the Portfolio held interest rate swaps for hedging purposes.

Credit Default Swaps:


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			49

Notes to Financial Statements

it is not otherwise exposed. The Portfolio may purchase credit protection (“Buy Contract”) or provide credit protection (“Sale Contract”) on the referenced obligation of the credit default swap. During the term of the swap, the Portfolio receives/(pays) fixed payments from/(to) the respective counterparty, calculated at the agreed upon rate applied to the notional amount. If the Portfolio is a buyer/(seller) of protection and a credit event occurs, as defined under the terms of the swap, the Portfolio will either (i) receive from the seller/(pay to the buyer) of protection an amount equal to the notional amount of the swap (the “Maximum Payout Amount”) and deliver/(take delivery of) the referenced obligation or (ii) receive/(pay) a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation.

In certain circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront premium received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swaps entered into by the Portfolio for the same reference obligation with the same counterparty. As of October 31, 2014, the Portfolio did not have Buy Contracts outstanding with respect to the same referenced obligation and same counterparty for its Sales Contracts outstanding.

Credit default swaps may involve greater risks than if a Portfolio had invested in the referenced obligation directly. Credit default swaps are subject to general market risk, liquidity risk, counterparty risk and credit risk. If the Portfolio is a buyer of protection and no credit event occurs, it will lose the payments it made to its counterparty. If the Portfolio is a seller of protection and a credit event occurs, the value of the referenced obligation received by the Portfolio coupled with the periodic payments previously received, may be less than the Maximum Payout Amount it pays to the buyer, resulting in a net loss to the Portfolio.

During the period ended October 31, 2014, the Portfolio held credit default swaps for hedging and non-hedging purposes.

Implied credit spreads over U.S. Treasuries comparable maturity utilized in determining the market value of credit default swaps on issuers as of period end are disclosed in the portfolio of investments. The implied spreads serve as an indicator of the current status of the payment/performance risk and typically reflect the likelihood of default by the issuer of the referenced obligation. The implied credit spread of a particular reference obligation also reflects the cost of buying/selling protection and may reflect upfront payments required to be made to enter into the agreement. Widening credit spreads typically represent a deterioration of the referenced obligation’s credit soundness and greater likelihood of default or other


50		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

Notes to Financial Statements

credit event occurring as defined under the terms of the agreement. A credit spread identified as “Defaulted” indicates a credit event has occurred for the referenced obligation.

Total Return Swaps:

The Portfolio may enter into total return swaps in order take a “long” or “short” position with respect to an underlying referenced asset. The Portfolio is subject to market price volatility of the underlying referenced asset. A total return swap involves commitments to pay interest in exchange for a market linked return based on a notional amount. To the extent that the total return of the security, group of securities or index underlying the transaction exceeds or falls short of the offsetting interest obligation, the Portfolio will receive a payment from or make a payment to the counterparty.

During the period ended October 31, 2014, the Portfolio held total return swaps for hedging and non-hedging purposes.

The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) or similar master agreements (collectively, “Master Agreements”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Fund typically may offset with the counterparty certain derivative financial instrument’s payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination.

Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as exchange-traded derivative transactions, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Portfolio and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party. In the event of a default by a Master Agreements counterparty, the return of collateral with market value in excess of the Portfolio’s net liability, held by the defaulting party, may be delayed or denied.


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			51

Notes to Financial Statements

triggered, the Portfolio’s counterparty has the right to terminate such transaction and require the Portfolio to pay or receive a settlement amount in connection with the terminated transaction. For additional details, please refer to netting arrangements by counterparty tables below.

Asset Derivatives

Liability Derivatives

Derivative Type

Statement of
Assets and
Liabilities
Location

Fair Value

Statement of
Assets and
Liabilities
Location

Fair Value

Interest rate contracts

Receivable/Payable for variation margin on exchange-traded derivatives

14,157

Receivable/Payable for variation margin on exchange-traded derivatives

48,887

Credit contracts

Receivable/Payable for variation margin on exchange-traded derivatives

71,517

Receivable/Payable for variation margin on exchange-traded derivatives

85,636

Equity contracts

Receivable/Payable for variation margin on exchange-traded derivatives

3,889

Foreign exchange contracts

Unrealized appreciation on forward currency exchange contracts

26,374

Unrealized depreciation on forward currency exchange contracts

18,104

Interest rate contracts

Investments in securities, at value

4,755

Credit contracts

Investments in securities, at value

25,294

Equity contracts

Investments in securities, at value

96,575

Interest rate contracts

Swaptions written, at value

9,608

Equity contracts

Options written, at value

36,295

Credit contracts

Unrealized appreciation on credit default swaps

22,197

Unrealized depreciation on credit default swaps

26,233

Equity contracts

Unrealized appreciation on total return swaps

19,593

Total

280,462

228,652


52		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

Notes to Financial Statements

The effect of derivative instruments on the statement of operations for the period ended October 31, 2014:


Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Interest rate contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures	$	(52,182	)	$	(9,938	)

Equity contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures		(7,295	)		(3,889	)

Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities		1,813			8,270

Interest rate contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments		(14,185	)		(5,266	)

Foreign exchange contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments		(10,253	)		– 0	–

Credit contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments		(22,564	)		(6,771	)

Equity contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments		42,039			(23,051	)


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			53

Notes to Financial Statements


Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Credit contracts	Net realized gain (loss) on swaptions written; Net change in unrealized appreciation/depreciation of swaptions written	$	19,454		$	3,803

Equity contracts	Net realized gain (loss) on options written; Net change in unrealized appreciation/depreciation of options written		(16,567	)		(2,831	)

Interest rate contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(13,622	)		(24,792	)

Credit contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		30,927			(18,155	)

Equity contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(31,414	)		19,593

Total		$	(73,849	)	$	(63,027	)

The following table represents the volume of the Fund’s derivative transactions during the period ended October 31, 2014:


Futures:
Average original value of buy contracts	$	1,973,033
Average original value of sale contracts	$	3,069,725

Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	532,149
Average principal amount of sale contracts	$	1,284,527

Purchased Options:
Average monthly cost	$	92,628

Centrally Cleared Interest Rate Swaps:
Average notional amount	$	2,000,000

Credit Default Swaps:
Average notional amount of buy contracts	$	3,842,749
Average notional amount of sale contracts	$	3,225,706

Centrally Cleared Credit Default Swaps:
Average notional amount of buy contracts	$	2,898,067
Average notional amount of sale contracts	$	735,582	^(a)

Total Return Swaps:
Average notional amount	$	4,333,333

^(a)

Positions were open for four months during the period.


54		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

Notes to Financial Statements

For financial reporting purposes, the Portfolio does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the statement of assets and liabilities.

All derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/ pledged by the Fund as of October 31, 2014:


Counterparty	Derivative Assets Subject to a MA		Derivative Available for Offset			Cash Collateral Received			Security Collateral Received			Net Amount of Derivatives Assets
Exchange-Traded Derivatives:
Morgan Stanley & Co., LLC*	$	102,709	$	(40,201	)	$	– 0	–	$	– 0	–	$	62,508

Total	$	102,709	$	(40,201	)	$	– 0	–	$	– 0	–	$	62,508

OTC Derivatives:
Bank of America, N.A	$	40,743	$	(40,743	)	$	– 0	–	$	– 0	–	$	– 0	–
Citibank, NA		50,275		(25,577	)		– 0	–		– 0	–		24,698
Credit Suisse International		27,216		(27,216	)		– 0	–		– 0	–		– 0	–
Goldman Sachs & Co.		28,205		(2,724	)		– 0	–		– 0	–		25,481
Goldman Sachs International		4,385		– 0	–		– 0	–		– 0	–		4,385
JPMorgan Chase Bank, NA		5,771		(5,771	)		– 0	–		– 0	–		– 0	–
Morgan Stanley Capital Services LLC		8,443		– 0	–		– 0	–		– 0	–		8,443
State Street Bank & Trust Co.		26,132		(2,455	)		– 0	–		– 0	–		23,677

Total	$	191,170	$	(104,486	)	$	– 0	–	$	– 0	–	$	86,684 ^


Counterparty	Derivative Liabilities Subject to a MA		Derivative Available for Offset			Cash Collateral Pledged			Security Collateral Pledged			Net Amount of Derivatives Liabilities
Exchange-Traded Derivatives:
Morgan Stanley & Co., LLC*	$	40,201	$	(40,201	)	$	– 0	–	$	– 0	–	$	– 0	–

Total	$	40,201	$	(40,201	)	$	– 0	–	$	– 0	–	$	– 0	–

OTC Derivatives:
Bank of America, N.A	$	45,420	$	(40,743	)	$	– 0	–	$	– 0	–	$	4,677
Citibank, NA		25,577		(25,577	)		– 0	–		– 0	–		– 0	–
Credit Suisse International		67,056		(27,216	)		– 0	–		– 0	–		39,840
Deutsche Bank AG		12,437		– 0	–		– 0	–		– 0	–		12,437
Goldman Sachs & Co.		2,724		(2,724	)		– 0	–		– 0	–		– 0	–
JPMorgan Chase Bank, NA		6,331		(5,771	)		– 0	–		– 0	–		560
State Street Bank & Trust Co.		2,455		(2,455	)		– 0	–		– 0	–		– 0	–

Total	$	162,000	$	(104,486	)	$	– 0	–	$	– 0	–	$	57,514 ^

Cash has been posted for initial margin requirements for exchange traded derivatives outstanding at October 31, 2014.

Net amount represents the net receivable/(payable) that would be due from/to the counterparty in the event of default or termination. The net amount from OTC financial derivative instruments can only be netted across transactions governed under the same master agreement with the same counterparty.


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			55

Notes to Financial Statements

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

3. Short Sales

The Portfolio may sell securities short. A short sale is a transaction in which the Strategy sells securities it does not own, but has borrowed, in anticipation of a decline in the market price of the securities. The Strategy is obligated to replace the borrowed securities at their market price at the time of settlement. The Strategy’s obligation to replace the securities borrowed in connection with a short sale will be fully secured by collateral deposited with the broker. Short sales by the Strategy involve certain risks and special considerations. Possible losses from short sales differ from losses that could be incurred from a purchase of a security because losses from short sales may be unlimited, whereas losses from purchases cannot exceed the total amount invested.

NOTE E

Capital Stock

Each class consists of 3,000,000,000 authorized shares. Transactions in capital shares for each class were as follows:



	Shares		Amount
	May 7, 2014(a) to October 31,		May 7, 2014(a) to October 31,

Class A
Shares sold		8,408	$	83,942

Shares issued in reinvestment of dividends and distributions		4		41

Net increase		8,412	$	83,983


Class C
Shares sold		4,445	$	44,511

Shares issued in reinvestment of dividends and distributions		14		141

Net increase		4,459	$	44,652


56		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

Notes to Financial Statements



	Shares			Amount
	May 7, 2014(a) to October 31,			May 7, 2014(a) to October 31,

Advisor Class
Shares sold		2,095,777		$	20,956,109

Shares issued in reinvestment of dividends and distributions		162			1,617

Shares redeemed		(8,288	)		(81,830	)

Net increase		2,087,651		$	20,875,896

^(a)

Commencement of operations.

At October 31, 2014, the Adviser owns approximately 95.22% of the Portfolio’s outstanding shares.

NOTE F

Risks Involved in Investing in the Fund

Below Investment Grade Securities Risk—Investments in fixed-income securities with lower ratings (commonly known as “junk bonds”) tend to have a higher probability that an issuer will default or fail to meet its payment obligations. These securities may be subject to greater price volatility due to such factors as specific corporate developments, interest rate sensitivity, negative performance of the junk bond market generally and less secondary market liquidity.

Interest Rate Risk and Credit Risk—Interest rate risk is the risk that changes in interest rates will affect the value of the Portfolio’s investments in fixed-income debt securities such as bonds or notes. Increases in interest rates may cause the value of the Portfolio’s investments to decline. Credit risk is the risk that the issuer or guarantor of a debt security, or the counterparty to a derivative contract, will be unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. The degree of risk for a particular security may be reflected in its credit rating. Credit risk is greater for medium quality and lower-rated securities. Lower-rated debt securities and similar unrated securities (commonly known as “junk bonds”) have speculative elements or are predominantly speculative risks.


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			57

Notes to Financial Statements

selling securities or closing derivative positions at desirable prices or opportune times. Over recent years, the capacity of dealers to make markets in fixed income securities has been outpaced by the growth in the size of the fixed income markets. Liquidity risk may be magnified in a rising interest rate environment, where the value and liquidity of fixed income securities generally go down. Derivatives and securities involving substantial market and credit risk tend to involve greater liquidity risk. To the extent a Portfolio invests in municipal securities, the Portfolio is subject to more liquidity risk because the market for municipal securities is generally smaller than many other markets. Illiquid securities and relatively less liquid securities may also be difficult to value.

Redemption Risk—A Portfolio may experience heavy redemptions that could cause the Portfolio to liquidate its assets at inopportune times or at a loss or depressed value, which could cause the value of your investment to decline

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. dollar). Currency markets are generally not as regulated as securities markets. Independent of the Portfolio’s investments denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Short Sales Risk and Leverage Risk—The Portfolio may not always be able to close out a short position on favorable terms. Short sales involve the risk that the Portfolio will incur a loss by subsequently buying a security at a higher price than the price at which it sold the security short. The amount of such loss is theoretically unlimited (since it is limited only by the increase in value of the security sold short by the Portfolio.) In contrast, the risk of loss from a long position is limited to the Portfolio’s investment in the long position, since its value cannot fall below zero. Short selling may be used as a form of leverage which may lead to higher volatility of the Portfolio’s NAV or greater losses for the Portfolio.

Emerging Market Risk—Investments in emerging market countries may have more risk because the markets are less developed and less liquid, and because


58		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

Notes to Financial Statements

these investments may be subject to increased economic, political, regulatory and other uncertainties.

Foreign (Non-U.S.) Risk—Investment in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

Indemnification Risk—In the ordinary course of business, the Fund enter into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these indemnification provisions and expect the risk of loss thereunder to be remote. Therefore, the Fund has not accrued any liability in connection with these indemnification provisions.

NOTE G

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $280 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio was included as a part of the Facility on July 14, 2014. The Fund did not utilize the Facility during the period ended October 31, 2014.

NOTE H

Distributions to Shareholders

The tax character of distributions paid during the fiscal period ended October 31, 2014 were as follows:


	2014
Distributions paid from:
Ordinary income	$	101,996

Total taxable distributions paid	$	101,996

As of October 31, 2014, the components of accumulated earnings/(deficit) on a tax basis were as follows:


Undistributed ordinary income	$	121,675
Unrealized appreciation/(depreciation)		(86,349	)^(a)

Total accumulated earnings/(deficit)	$	35,326	^(b)

^(a)

The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax treatment of swaps and the realization for tax purposes of gains/losses on certain derivative instruments.

^(b)

The difference between book-basis and tax-basis components of accumulated earnings/(deficit) is attributable primarily to the amortization of offering costs.


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			59

Notes to Financial Statements

will retain their character as either short-term or long-term capital losses. As of October 31, 2014, the Portfolio did not have any capital loss carryforwards.

During the current fiscal period, permanent differences primarily due to the tax treatment of offering costs and clearing fees, reclassifications of foreign currency and paydown gains(losses), and the tax treatment of swaps and options resulted in a net increase in undistributed net investment income, a net decrease in accumulated net realized gain on investment and foreign currency transactions, and a net decrease in additional paid-in capital. These reclassifications had no effect on net assets.

NOTE I

Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.


60		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

FINANCIAL HIGHLIGHTS

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period


	Class A
	May 7, 2014^(a) to October 31, 2014


Net asset value, beginning of period		$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.08
Net realized and unrealized loss on investment and foreign currency transactions		(.03	)

Net increase in net asset value from operations		.05

Less: Dividends
Dividends from net investment income		(.05	)

Net asset value, end of period		$ 10.00

Total Return
Total investment return based on net asset value^(d)		.57	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$84
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^{(e)^}		3.56	%
Expenses, before waivers/reimbursements^{(e)^}		4.29	%
Net investment income^{(c)^}		1.79	%
Portfolio turnover rate		69	%
Portfolio turnover rate (including securities sold short)		102	%

See footnote summary on page 63.


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			61

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period


	Class C
	May 7, 2014^(a) to October 31, 2014


Net asset value, beginning of period		$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.06
Net realized and unrealized gain on investment and foreign currency transactions		(.05	)

Net increase in net asset value from operations		.01

Less: Dividends
Dividends from net investment income		(.04	)

Net asset value, end of period		$ 9.97

Total Return
Total investment return based on net asset value^(d)		.21	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$44
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^{(e)^}		4.18	%
Expenses, before waivers/reimbursements^{(e)^}		6.31	%
Net investment income^{(c)^}		1.21	%
Portfolio turnover rate		69	%
Portfolio turnover rate (including securities sold short)		102	%

See footnote summary on page 63.


62		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period


	Advisor Class
	May 7, 2014⁽^a) to October 31, 2014


Net asset value, beginning of period		$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.10
Net realized and unrealized gain on investment and foreign currency transactions		(.04	)

Net increase in net asset value from operations		.06

Less: Dividends
Dividends from net investment income		(.05	)

Net asset value, end of period		$ 10.01

Total Return
Total investment return based on net asset value^(d)		.70	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$20,892
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^{(e)^}		2.79	%
Expenses, before waivers/reimbursements^{(e)^}		5.37	%
Net investment income^{(c)^}		2.01	%
Portfolio turnover rate		69	%
Portfolio turnover rate (including securities sold short)		102	%

(a)

Commencement of operations.

(b)

Based on average shares outstanding.

(c)

Net of fees and expenses waived/reimbursed by the Adviser.

(d)

(e)

The expense ratios presented below exclude expenses on securities sold short:


	May 7, 2014^(a) to October 31, 2014
Class A
Net of waivers/reimbursements		1.35	%^{^}
Before waivers/reimbursements		2.08	%^{^}
Class C
Net of waivers/reimbursements		2.10	%^{^}
Before waivers/reimbursements		4.24	%^{^}
Advisor Class
Net of waivers/reimbursements		1.10	%^{^}
Before waivers/reimbursements		3.68	%^{^}

Annualized.

See notes to financial statements.


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			63

Financial Highlights

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Board of Directors of AllianceBernstein Bond Fund, Inc. and Shareholders of the AllianceBernstein Credit Long/Short Portfolio

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AllianceBernstein Credit Long/Short Portfolio (one of the portfolios constituting the AllianceBernstein Bond Fund, Inc. (the “Fund”)), as of October 31, 2014, and the related statement of operations, cash flows, changes in net assets, and financial highlights for the period May 7, 2014 (commencement of operations) through October 31, 2014. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AllianceBernstein Credit Long/Short Portfolio (one of the portfolios constituting the AllianceBernstein Bond Fund, Inc.) at October 31, 2014, and the results of its operations, cash flows, changes in its net assets and financial highlights for the period May 7, 2014 (commencement of operations) to October 31, 2014, in conformity with U.S. generally accepted accounting principles.

LOGO

New York, New York

December 29, 2014


64		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

Report of Independent Registered Public Accounting Firm

2014 FEDERAL TAX INFORMATION

(unaudited)

For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Portfolio during the taxable period ended October 31, 2014. For corporate shareholders, 9.99% of dividends paid qualify for the dividends received deduction. For foreign shareholders, 23.51% of ordinary dividends paid may be considered to be qualifying to be taxed as interest-related dividends.

For the taxable period ended October 31, 2014, the Portfolio designates $29,956 as the maximum amount that may be considered qualified dividend income for individual shareholders.

Shareholders should not use the above information to prepare their income tax returns. The information necessary to complete your income tax returns will be included with your form 1099-DIV which will be sent to you separately in January 2015.


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			65

BOARD OF DIRECTORS

Marshall C. Turner, Jr.⁽¹⁾, Chairman

John H. Dobkin⁽¹⁾

Michael J. Downey⁽¹⁾

William H. Foulk, Jr.⁽¹⁾

D. James Guzy⁽¹⁾

Nancy P. Jacklin⁽¹⁾

Robert M. Keith, President and Chief Executive Officer

Garry L. Moody⁽¹⁾

Earl D. Weiner⁽¹⁾

OFFICERS

Philip L. Kirstein,

Senior Vice President and Independent Compliance Officer

Gershon M. Distenfeld⁽²⁾, Vice President

Sherif M. Hamid⁽²⁾, Vice President

Ivan Rudolph-Shabinsky⁽²⁾, Vice President

Robert Schwartz⁽²⁾, Vice President

Ashish C. Shah⁽²⁾, Vice President

Joseph J. Mantineo, Treasurer and Chief Financial Officer

Emilie D. Wrapp, Secretary

Phyllis J. Clarke, Controller

Vincent S. Noto, Chief Compliance Officer

Custodian and Accounting Agent

State Street Bank and Trust Company

State Street Corporation CCB/5

1 Iron Street

Boston, MA 02210

Principal Underwriter

AllianceBernstein Investments, Inc.

1345 Avenue of the Americas

New York, NY 10105

Transfer Agent

AllianceBernstein Investor Services, Inc.

P.O. Box 786003

San Antonio, TX 78278-6003

Toll-Free (800) 221-5672

Independent Registered Public Accounting Firm

Ernst & Young LLP

5 Times Square

New York, NY 10036

Legal Counsel

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

(1)

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

(2)

The day-to-day management of, and investment decisions for, the Fund are made by its senior management team. Messrs. Distenfeld, Hamid, Rudolph-Shabinksy, Schwartz and Shah are the investment professionals with the most significant responsibility for the day-to-day management of the Fund’s portfolio.


66		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

Board of Directors

MANAGEMENT OF THE FUND


NAME, ADDRESS, AGE, (YEAR FIRST ELECTED*)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
INTERESTED DIRECTOR
Robert M. Keith, + 1345 Avenue of the Americas New York, NY 10105 54 (2014)	Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AllianceBernstein Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2004.		117	None


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			67

Management of the Fund


NAME, ADDRESS, AGE, (YEAR FIRST ELECTED*)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS
Marshall C. Turner, Jr., # Chairman of the Board 73 (2014)	Private Investor since prior to 2009. Former CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing), 2003-2006, and interim CEO 1999-2000. He has extensive operating and early-stage investment experience, including prior service as general partner of three institutional venture capital partnerships, and serves on the boards of three education and science-related non-profit organizations. He has served as a director of one AllianceBernstein fund since 1992, and director or trustee of multiple AllianceBernstein funds since 2005. He has been Chairman of the AllianceBernstein Funds since January 2014, and the Chairman of the Independent Directors Committees of such Funds since February 2014.		117	Xilinx, Inc. (programmable logic semi-conductors) and SunEdison, Inc. (semi-conductor substrates, solar materials and solar power plants) since prior to 2009 until July 2014

John H. Dobkin, # 72 (2014)	Independent Consultant since prior to 2009. Formerly, President of Save Venice, Inc. (preservation organization) from 2001–2002; Senior Advisor from June 1999-June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989-May 1999. Previously, Director of the National Academy of Design. He has served as a director or trustee of various AllianceBernstein Funds since 1992, and as Chairman of the Audit Committees of a number of such Funds from 2001-2008.		117	None


68		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

Management of the Fund


NAME, ADDRESS, AGE, (YEAR FIRST ELECTED*)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
Michael J. Downey, # 70 (2014)	Private Investor since prior to 2009. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities Inc. He has served as a director or trustee of the AllianceBernstein Funds since 2005 and is a director and Chairman of one other registered investment company.		117	Asia Pacific Fund, Inc. (registered investment company) since prior to 2009, Prospect Acquisition Corp. (financial services) from 2007 until 2009, and The Merger Fund (registered investment company) since prior to 2009 until 2013

William H. Foulk, Jr., # 82 (2014)	Investment Adviser and an Independent Consultant since prior to 2009. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings. He has served as a director or trustee of various AllianceBernstein Funds since 1983, and was Chairman of the Independent Directors Committees of the AllianceBernstein Funds from 2003 until early February 2014. He served as Chairman of such Funds from 2003 through December 2013. He is also active in a number of mutual fund related organizations and committees.		117	None


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			69

Management of the Fund


NAME, ADDRESS, AGE, (YEAR FIRST ELECTED*)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
D. James Guzy, # 78 (2014)	Chairman of the Board of SRC Computers, Inc. (semi-conductors), with which he has been associated since prior to 2009. He served as Chairman of the Board of PLX Technology (semi-conductors) since prior to 2009 until November 2013. He was a director of Intel Corporation (semi-conductors) from 1969 until 2008, and served as Chairman of the Finance Committee of such company for several years until May 2008. He has served as a director or trustee of one or more of the AllianceBernstein Funds since 1982.		117	PLX Technology (semi-conductors) since prior to 2009 until November 2013, and Cirrus Logic Corporation (semi-conductors) since prior to 2009 until July 2011

Nancy P. Jacklin, # 66 (2014)	Professorial Lecturer at the Johns Hopkins School of Advanced International Studies since 2008. Formerly, U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002-May 2006); Partner, Clifford Chance (1992-2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985-1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982-1985); and Attorney Advisor, U.S. Department of the Treasury (1973-1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AllianceBernstein Funds since 2006 and has been Chairman of the Governance and Nominating Committees of the Funds since August 2014.		117	None


70		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

Management of the Fund


NAME, ADDRESS, AGE, (YEAR FIRST ELECTED*)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
Garry L. Moody, # 62 (2014)	Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995); and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of both the Governing Council of the Independent Directors Council (IDC), an organization of independent directors of mutual funds, and the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AllianceBernstein Funds since 2008.		117	None

Earl D. Weiner, # 75 (2014)	Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AllianceBernstein Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AllianceBernstein Funds from 2007 until August 2014.		117	None


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			71

Management of the Fund

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

There is no stated term of office for the Fund’s Directors.

***

Mr. Keith is an “interested person” of the Portfolio as defined in the Investment Company Act of 1940, due to his position as a Senior Vice President of the Adviser.

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


72		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

Management of the Fund

Officer Information

Certain information concerning the Fund’s Officers is listed below.


*NAME, ADDRESS, AND AGE**	POSITION(S) HELD WITH FUND	PRINCIPAL OCCUPATION DURING PAST 5 YEARS
Robert M. Keith 54	President and Chief Executive Officer	See biography above.

Philip L. Kirstein 69	Senior Vice President and Independent Compliance Officer	Senior Vice President and Independent Compliance Officer of the 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 March 2003.

Gershon M. Distenfeld 39	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2009.

Sherif M. Hamid 38	Vice President	Vice President and Portfolio Manager for High Yield of the Adviser, with which he has been associated with since 2013. Prior to joining the Adviser, he was at Barclays Capital where he was head of European Credit Strategy from 2011 to 2013, and a U.S. investment-grade credit strategist and U.S. high yield analyst from prior to 2009 to 2011.

Robert Schwartz 42	Vice President	Senior Vice President, and Corporate Credit Research Analyst of the Adviser**, with which he has been associated since 2012. Prior thereto, he was a senior credit analyst at Bell Point Capital Management from 2010 until 2012, a senior credit analyst at Litespeed Partners from 2009 until 2010, and a senior credit analyst at Citadel Investment Group since prior to 2009.

Ivan Rudolph-Shabinsky 50	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2009.

Ashish C. Shah 44	Vice President	Senior Vice President, Head of Global Credit, and Chief Diversity Officer at the Adviser**, with which he has been associated since May, 2010. Previously he was a Managing Director and Head of Global Credit Strategy at Barclays Capital since prior to 2009 until May 2010.

Emilie D. Wrapp 58	Secretary	Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2009.


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			73

Management of the Fund


*NAME, ADDRESS, AND AGE**	POSITION(S) HELD WITH FUND	PRINCIPAL OCCUPATION DURING PAST 5 YEARS
Joseph J. Mantineo 55	Treasurer and Chief Financial Officer	Senior Vice President of ABIS**, with which he has been associated since prior to 2009.

Vincent S. Noto 50	Chief Compliance Officer	Vice President and Mutual Fund Chief Compliance Officer of the Adviser since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser since 2009.

Phyllis J. Clarke 53	Controller	Vice President of ABIS**, with which she has been associated since prior to 2009.

The address for each of the Fund’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

The Adviser, ABI and ABIS are affiliates of the Fund.

The Fund’s Statement of Additional Information (“SAI”) has additional information about the Fund’s Directors and Officers and is available without charge upon request. Contact your financial representative or AllianceBernstein at 1-(800) 227-4618, or visit www.alliancebernstein.com, for a free prospectus or SAI.


74		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

Management of the Fund

Information Regarding the Review and Approval of the Portfolio’s Advisory Agreement

The disinterested directors (the “directors”) of AllianceBernstein Bond Fund, Inc. (the “Fund”) unanimously approved the application of the Fund’s Investment Advisory Contract (the “Advisory Agreement”) with the Adviser in respect of AllianceBernstein Credit Long/Short Portfolio (the “Portfolio”) for an initial two-year period at a meeting held on February 3-5, 2014.

Prior to approval of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the proposed advisory fee. The directors also reviewed certain supplemental information relating to the Portfolio that had been prepared by the Fund’s Senior Officer. The directors also discussed the proposed approval in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services to be provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, including the Fund, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the AllianceBernstein Funds and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio, and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the proposed advisory fee, were fair and reasonable in light of the services to be performed, expenses to be incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			75

Nature, Extent and Quality of Services to be Provided

The directors considered the scope and quality of services to be provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the AllianceBernstein Funds. They also noted the professional experience and qualifications of the Portfolio’s portfolio manager and other members of the investment team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Portfolio by employees of the Adviser or its affiliates. Requests for these reimbursements will require the directors’ approval on a quarterly basis. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Advisory Agreement. The directors noted that the methodology to be used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also were considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services to be provided to the Portfolio under the Advisory Agreement.

Costs of Services to be Provided and Profitability

Because the Portfolio had not yet commenced operations, the directors were unable to consider historical information about the profitability of the Portfolio. However, the Adviser agreed to provide the directors with profitability information in connection with future proposed continuances of the Advisory Agreement. They also considered the costs to be borne by the Adviser in providing services to the Portfolio and that the Portfolio was unlikely to be profitable to the Adviser unless it achieves a material level of net assets.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their proposed relationships with the Portfolio, including, but not limited to, receipt of 12b-1 fees and sales charges to be received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of certain classes of the Portfolio’s shares and transfer agency fees to be paid by the Portfolio to a wholly owned subsidiary of the Adviser. The directors recognized that the Adviser’s future profitability would be somewhat lower without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

Since the Portfolio had not yet commenced operations, no performance or other historical information for the Portfolio was available. The Adviser had not managed


76		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

clients’ assets using a strategy comparable to that proposed for the Portfolio, but as of December 31, 2013, had approximately $250 billion in fixed income assets under management. Based on this information, together with the Adviser’s written and oral presentations regarding the management of the Portfolio and their general knowledge and confidence in the Adviser’s expertise in managing mutual funds, the directors concluded that they were satisfied that the Adviser was capable of providing high quality portfolio management services to the Portfolio.

Advisory Fee and Other Expenses

The directors considered the proposed advisory fee rate payable by the Portfolio and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a hypothetical common asset level of $250 million. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The information reviewed by the directors showed that, at the Portfolio’s hypothetical size of $250 million, its anticipated contractual advisory fee rate of 90 basis points was higher than the Expense Group median of 72.5 basis points.

The Adviser informed the directors that there were no institutional products managed by it that have a substantially similar investment style. The directors reviewed the relevant fee information from the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer and noted that the Adviser charged institutional clients lower fees for advising comparably sized accounts using strategies that differ from those of the Portfolio but which involved investments in fixed income securities.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the AllianceBernstein Funds relative to institutional clients. The Adviser also noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to funds such as the Portfolio, as well as the difference in fee structure, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The directors considered the estimated total expense ratio of the Class A shares of the Portfolio assuming $250 million in assets under management in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds similar to the Portfolio and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio.


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			77

The estimated total expense ratio of the Portfolio reflected fee waivers and/or expense reimbursements as a result of an expense limitation agreement between the Adviser and the Fund in respect of the Portfolio. The directors noted that it was likely that the expense ratios of some of the other funds in the Portfolio’s Lipper category also were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view the estimated expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Portfolio by others.

The directors noted that the Portfolio may invest in shares of exchange-traded funds (“ETFs”). The directors also noted that ETFs pay advisory fees pursuant to their advisory contracts. The directors concluded, based on the Adviser’s explanation of how it may use ETFs when they represent the least expensive way to obtain desired exposures for a fund or to temporarily “equitize” cash inflows pending purchases of underlying securities, that the proposed advisory fee for the Portfolio was based on services to be provided that will be in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs in which the Portfolio may in the future invest.

The directors recognized that the Adviser’s total compensation from the Portfolio pursuant to the Advisory Agreement would be increased by amounts paid pursuant to the expense reimbursement provision in the Advisory Agreement, and that the impact of such expense reimbursement would depend on the size of the Portfolio and the extent to which the Adviser requests reimbursements pursuant to this provision. The Lipper analysis reflected the Adviser’s agreement to cap the Portfolio’s expense ratio for a one-year period.

The information reviewed by the directors showed that the Portfolio’s anticipated total expense ratio of 1.35%, giving effect to the proposed expense limitation agreement, was higher than the Expense Group median of 1.191% and the Expense Universe median of 1.184%. The directors had considered the Senior Officer’s observations about the relatively high anticipated expense ratio and the potentially mitigating aspect of the Adviser’s anticipated use of leverage to manage the Portfolio’s investments. They noted that the Adviser had stated that the gross exposures being managed by the Adviser would be significantly in excess of the net assets of the Portfolio, thus reducing the effective advisory fee and total expense ratio. After discussing with the Adviser the reasons for the Portfolio’s anticipated expense ratio and the risks and potential benefits of the anticipated use of leverage, the directors concluded that the Portfolio’s anticipated expense ratio, taking into account the one year expense limitation agreement, was acceptable.

Economies of Scale

The directors noted that the proposed advisory fee schedule for the Portfolio does not contain breakpoints and that they had discussed their strong preference


78		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

for breakpoints in advisory contracts with the Adviser. The directors considered the Adviser’s position that of the ten funds other than the Portfolio in the expense group, three had no breakpoints, and one other had a management fee schedule where the lowest fee rate was higher than the fee rate proposed for the Portfolio, and that it did not have sufficient information to determine the asset levels at which economies of scale may arise for the Portfolio. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AllianceBernstein Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2013 meetings. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. The directors informed the Adviser that they would monitor the Portfolio’s assets and its profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warranted doing so.


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			79

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and AllianceBernstein Bond Fund, Inc. (the “Fund”) in respect of AllianceBernstein Credit Long/Short Portfolio (the “Portfolio”),² prepared by Philip L. Kirstein, the Senior Officer of the Fund for the Directors of the Fund, as required by the August 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed initial approval of the Investment Advisory Agreement.

The investment objective of the Portfolio is to seek absolute return over a full market cycle, which typically for fixed income markets is three to five years. Under normal circumstances, at least 80% of the Portfolio’s net assets is invested in long and short positions in credit-related instruments, which include corporate bonds, convertible fixed income securities, preferred stocks, U.S. government and agency securities, securities of foreign governments and supranational entities, mortgage-related and asset-backed securities, and loan participations. The Portfolio’s long and short positions may relate to fixed income securities below investment grade. While the Portfolio’s investments are focused on U.S. denominated securities, the Portfolio may invest to a lesser extent in securities denominated in foreign currencies. The Portfolio may hold a currency even if it does not hold any securities in that currency.

The Portfolio may also utilize derivative instruments for a variety of reasons, including providing long or short exposure to fixed income markets or particular fixed income securities, obtaining foreign currency exposure and for hedging purposes. In addition, the Portfolio may borrow money or enter into transactions such as reverse repurchase agreements for investment purposes. As a result of these borrowing transactions and the use of derivatives, the Portfolio’s gross exposure, including long and short exposure but not including cash or cash equivalents, may exceed its net assets.

The Senior Officer’s fee evaluation was completed on January 24, 2014 and discussed with the Board of Directors on February 4-5, 2014.

Future references to the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratios refer to the Class A shares of the Portfolio.


80		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

The Adviser proposed the Bank of America Merrill Lynch 3-Month U.S. T-Bill Index to be the primary benchmark for the Portfolio. The Adviser expects Lipper and Morningstar to place the Portfolio in their respective Alternative Credit Focus and Non-Traditional Bond categories.

The Senior Officer’s evaluation considered the following factors:

Advisory fees charged to institutional and other clients of the Adviser for like services;

Advisory fees charged by other mutual fund companies for like services;

Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

Profit margins of the Adviser and its affiliates from supplying such services;

Possible economies of scale as the Portfolio grows larger; and

Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what Section 36(b) requires: to face liability under Section 36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s length bargaining as the benchmark for reviewing challenged fees.”³

INVESTMENT ADVISORY FEES, NET ASSETS, & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth below for receiving the services to be provided pursuant to the Investment Advisory Agreement.


Portfolio		Advisory Fee
Credit Long/Short Portfolio⁴		0.90% of average daily net assets

Jones v. Harris at 1427.

The proposed advisory fee schedule for the Portfolio has a higher effective fee rate than the advisory fee schedule of the Specialty category, in which the Portfolio would have been categorized had the Adviser proposed to implement either of the NYAG related fee schedule. The advisory fee schedule for the Specialty category is as follows: 75 bp on the first $2.5 billion, 65 bp on the next $2.5 billion, 60 bp on the balance.


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			81

In addition to paying the advisory fee, the Investment Advisory Agreement provides for the Adviser to be reimbursed for providing administrative and accounting services.

The Portfolio‘s Expense Limitation Agreement calls for the Adviser to establish expense caps, set forth below, for a one year period after the date the date that shares of the Portfolios are first offered to the public. The Expense Limitation Agreement also provides a mechanism for reimbursing the Adviser for its expense cap subsidy. Under the Expense Limitation Agreement, the Adviser may be able to recoup all or a portion of the amounts waived or reimbursed until the end of three fiscal years after the fiscal period in which the amounts were waived or reimbursed to the extent that the reimbursements do not cause the expense ratios of the Portfolio’s share classes to exceed the expense caps. The Adviser’s ability to recoup offering expenses will terminate with the agreement.


Portfolio	Expense Cap Pursuant to Expense Limitation Undertaking			Estimated Gross Expense Ratio⁵			Fiscal Year End
Credit Long/Short Portfolio	Class A	1.35	%		1.39	%	October 31
	Class C	2.05	%		2.16	%
	Class R	1.55	%		1.86	%
	Class K	1.30	%		1.55	%
	Class I	1.05	%		1.22	%
	Advisor	1.05	%		1.14	%
	Class 1	1.15	%		1.22	%
	Class 2	1.05	%		1.12	%
	Class Z	1.05	%		1.12	%

I.	ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The Portfolio’s estimated gross expense ratios are based on an initial estimate of the Portfolio’s net assets at $250 million.


82		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund since establishing a new mutual fund requires a large upfront investment and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. Managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts with a similar investment style as the Portfolio.⁶ However, the Adviser has represented that there is no category in the Form ADV for institutional products that have a substantially similar investment style as the Portfolio.

The Adviser has represented that it does not provide sub-advisory investment services to other investment companies that have a substantially similar investment style as the Portfolio.

II.

MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			83

management fee, estimated at an initial asset level of $250 million, to the median of the Portfolio’s Lipper Expense Group (“EG”)⁸ and the Portfolio’s contractual management fee ranking.⁹

Portfolio

Contractual
Management
Fee (%)¹⁰

Lipper Exp.
Group
Median (%)

Rank

Credit Long/Short Portfolio¹¹

0.900

0.725

8/10

Lipper also compared the Portfolio’s projected total expense ratio to the medians of the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU is as a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.¹²

Portfolio

Expense
Ratio (%)¹³

Lipper Exp.
Group
Median (%)

Lipper
Group
Rank

Lipper Exp.
Universe
Median (%)

Lipper
Universe
Rank

Credit Long/Short Portfolio

1.350

1.191

9/11

1.184

19/24

Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratio than comparable sized funds that have relatively large average account sizes. There are limitations to Lipper expense category data because different funds categorize expenses differently.

The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that Fund had the lowest effective fee rate in the Lipper peer group.

The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative, and other services. In addition, the contractual management fee does not reflect any advisory fee waivers for expense caps.

Note that one of the Portfolio’s EG peer is excluded from the contractual management fee comparison due to the fund’s all-inclusive fee.

Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG peer when selecting an EU peer. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

Projected total expense ratio information, based on an initial net asset estimate of $250 million, pertains to the Portfolio’s Class A shares.


84		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

Based on this analysis, the Portfolio’s contractual management fee and total expense ratio are higher than the medians of the Portfolio’s EG and EU.

III.

COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE MANAGEMENT FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems. See Section IV for additional discussion.

IV.

PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio has not yet commenced operations. Therefore, there is no historic profitability data with respect to the Adviser’s investment services to the Portfolio.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive and the relationship otherwise complies with the 40 Act restrictions. These affiliates will provide transfer agent and distribution related services to the Portfolio and will receive transfer agent fees, Rule 12b-1 payments, front-end sales loads and contingent deferred sales charges (“CDSC”).

AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, is the Fund’s principal underwriter. ABI and the Adviser have disclosed in the Portfolio’s prospectus that they may make revenue sharing payments from their own resources, in addition to resources derived from sales loads and Rule 12b-1 fees, to firms that sell shares of the Portfolio. The total amount to be paid to a financial intermediary associated with the sale of shares will generally not exceed the sum of (a) 0.25% of the current year’s fund sales by that firm and (b) 0.10% of the average daily net assets attributable to that firm over the year. In 2012, ABI paid approximately 0.048% of the average monthly assets of the AllianceBernstein Mutual Funds or approximately $19.0 million for distribution services and educational support (revenue sharing payments).


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			85

Fees and reimbursements for out of pocket expenses to be charged by AllianceBernstein Investor Services, Inc. (“ABIS”), the affiliated transfer agent for the Portfolio, are based on the level of the network account and the class of shares held by the account. ABIS also receives a fee per shareholder sub-account for each account maintained by an intermediary on an omnibus basis

V.	POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

An independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM have experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AllianceBernstein Mutual Funds managed by the Adviser through lower fees.


86		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

Directors.¹⁶ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI.

NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE FUND

With assets under management of approximately $451 billion as of December 31, 2013, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

Since the Portfolio has not yet commenced operations, the Portfolio has no performance history.

CONCLUSION:

Based on the factors discussed above, the Senior Officer noted the proposed contractual management fee and total expense ratio for the Portfolio, both of which are higher than the medians. The Senior Office recommended that the Directors consider discussing with the Adviser the Portfolio’s anticipated leverage in light of the Portfolio’s investment advisory fee. The Senior Officer also recommended that the Directors consider discussing with the Adviser adding breakpoints to the proposed advisory fee schedule for the Portfolio. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: March 5, 2014


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			87

THIS PAGE IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

ALLIANCEBERNSTEIN FAMILY OF FUNDS

US Equity

US Core

Core Opportunities Fund

Select US Equity Portfolio

US Growth

Concentrated Growth Fund

Discovery Growth Fund

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

US Value

Discovery Value Fund

Equity Income Fund

Growth & Income Fund

Value Fund

International/Global Equity

International/Global Core

Global Equity & Covered Call Strategy Fund

Global Thematic Growth Fund

International Portfolio

Tax-Managed International Portfolio

International/Global Growth

International Growth Fund

International/Global Value

International Value Fund

Fixed Income

Municipal

High Income Municipal Portfolio

Intermediate California Portfolio

Intermediate Diversified Portfolio

Intermediate New York Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Portfolio

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Michigan Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

Taxable

Bond Inflation Strategy

Global Bond Fund

Fixed Income (continued)

Taxable

High Income Fund

High Yield Portfolio

Intermediate Bond Portfolio

Limited Duration High Income Portfolio

Short Duration Portfolio

Alternatives

All Market Real Return Portfolio*

Credit Long/Short Portfolio

Global Real Estate Investment Fund

Long/Short Multi-Manager Fund

Market Neutral Strategy-U.S.

Multi-Manager Alternative Strategies Fund

Select US Long/Short Portfolio

Unconstrained Bond Fund

Multi-Asset

All Market Growth Portfolio*

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Retirement Strategies

2000 Retirement Strategy

2005 Retirement Strategy

2010 Retirement Strategy

2015 Retirement Strategy

2020 Retirement Strategy

2025 Retirement Strategy

2030 Retirement Strategy

2035 Retirement Strategy

2040 Retirement Strategy

2045 Retirement Strategy

2050 Retirement Strategy

2055 Retirement Strategy

Wealth Strategies

Balanced Wealth Strategy

Conservative Wealth Strategy

Wealth Appreciation Strategy

Tax-Managed Balanced Wealth Strategy

Tax-Managed Conservative Wealth Strategy

Tax-Managed Wealth Appreciation Strategy

Closed-End Funds

Alliance California Municipal Income Fund

Alliance New York Municipal Income Fund

AllianceBernstein Global High Income Fund

AllianceBernstein Income Fund

AllianceBernstein Multi-Manager Alternative Fund

AllianceBernstein National Municipal Income Fund

* Prior to December 15, 2014, All Market Growth Portfolio was named Dynamic All Market Fund; All Market Real Return Portfolio was named Real Asset Strategy.


88		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

AllianceBernstein Family of Funds

NOTES


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			89

NOTES


90		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

NOTES


ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO •			91

NOTES


92		• ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

ALLIANCEBERNSTEIN CREDIT LONG/SHORT PORTFOLIO

1345 Avenue of the Americas

New York, NY 10105

800.221.5672

LOGO



CLS-0151-1014

ANNUAL REPORT

AllianceBernstein

High Yield Portfolio

October 31, 2014

Annual Report

LOGO

Investment Products Offered

• Are Not FDIC Insured

• May Lose Value

• Are Not Bank Guaranteed

This shareholder report must be preceded or accompanied by the Fund’s prospectus for individuals who are not current shareholders of the Fund.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

December 18, 2014

Annual Report

This report provides management’s discussion of fund performance for AllianceBernstein High Yield Portfolio (the “Fund”) for the annual reporting period ended October 31, 2014. The Fund commenced operations on July 15, 2014.

Investment Objectives and Policies

The Fund’s investment objective is to seek to maximize total return consistent with prudent investment management. Under normal circumstances, at least 80% of the Fund’s net assets will be invested in fixed-income securities rated Ba1 or lower by Moody’s Investors Service (“Moody’s”) or BB+ or lower by Standard & Poor’s Ratings Services (“S&P”) or Fitch Ratings (“Fitch”) (commonly known as “junk bonds”), unrated securities considered by AllianceBernstein L.P. (the “Adviser”) to be of comparable quality, and related derivatives. The Fund may invest in fixed-income securities with a range of maturities from short- to long-term. The Fund may also invest in equity securities.

In selecting securities for purchase or sale by the Fund, the Adviser attempts to take advantage of inefficiencies that it believes exist in the global debt markets. These inefficiencies arise from investor behavior, market complexity, and the investment limitations to which investors are subject. The Adviser combines quantitative analysis with fundamental credit and economic research in seeking to exploit these inefficiencies.

The Fund will most often invest in securities of U.S. issuers, but may also

purchase fixed-income securities of foreign issuers, including securities denominated in foreign currencies. Fluctuations in currency exchange rates can have a dramatic impact on the returns of fixed-income securities denominated in foreign currencies. The Adviser may or may not hedge any foreign currency exposure through the use of currency-related derivatives.

The Fund expects to use derivatives, such as options, futures, forwards and swaps, to a significant extent. Derivatives may provide a more efficient and economical exposure to market segments than direct investments, and may also be a more efficient way to alter the Fund’s exposure. The Fund may, for example, use credit default and interest rate swaps to gain exposure to the fixed-income markets or particular fixed-income securities and, as noted above, may use currency derivatives. The Adviser may use derivatives to effectively leverage the Fund by creating aggregate market exposure substantially in excess of the Fund’s net assets.

Investment Results

The table on page 5 shows the Fund’s performance compared to its benchmark, the Barclays U.S. Corporate High Yield (“HY”) 2% Issuer Capped Index, for the period since the Fund’s inception on July 15, 2014 through October 31, 2014.

All share classes of the Fund outperformed the benchmark since inception. Overall security selection, particularly in the Fund’s consumer cyclical, media, energy, technology


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			1

and consumer non-cyclical holdings, was a primary contributor to performance. Industry allocation, specifically an overweight in banks and underweight in basics and energy, also contributed. Within sector positioning, an allocation to securitized assets (non-agency mortgages and commercial mortgage-backed securities) detracted, while exposure to investment-grade corporates contributed. Overall yield curve positioning, particularly an underweight in the five-year maturity bucket, detracted. Currency exposure, specifically an overweight to the U.S. dollar versus short positions in several developed-market currencies, contributed.

Derivatives in the form of Treasury futures were utilized during the reporting period to manage overall duration and yield curve positioning. Currency forwards were employed to manage overall currency positioning, which contributed to returns. Purchased options were utilized for hedging purposes, which contributed; written options were utilized for hedging purposes, which detracted. Credit default swaps were utilized for hedging and investment purposes, and total return swaps for investment purposes, which contributed to returns.

Market Review and Investment Strategy

Volatility returned to fixed-income markets during the reporting period, as geopolitical risks and signs of slowing growth in Europe and China dampened overall risk sentiment. Technical influences, including record-setting high-yield new issuance, led high-yield spreads wider in September, and the broad high-yield market posted only its

second monthly negative return during 2014. However, the high-yield market rebounded in October, along with equity markets. After several months of outflows, flows into high-yield funds turned positive in October.

Within high yield holdings since the Fund’s inception, utility and financial sectors posted positive returns while industrials fell into negative territory. The industrial sector was dragged down by weak returns in energy and basic industries. Within quality tier, higher-rated high yield outperformed with BB-rated debt returning 0.91%, followed by B-rated at -0.74% and CCC-rated at -2.75%. High-yield spreads widened approximately 0.70% since the Fund’s inception, to end the period at 4.15% over duration-matched Treasuries.

In the view of the Fund’s Investment Policy Team (the “Team”), continued moderate global growth should provide a supportive backdrop for high yield and the Team anticipates that growth will be fast enough to prevent a significant deterioration of credit quality, but not so fast as to warrant reactionary monetary policy tightening. Credit fundamentals are still generally solid and the Team continues to look for opportunities in periods of volatility, while emphasizing the importance of security selection. The Team cautions against the reach for yield, and remains selective in the Fund’s exposure to CCC-rated bonds. The Fund’s high-yield holdings are attractively valued compared to current and expected defaults, and are diversified at the sector and issuer level.


2		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

DISCLOSURES AND RISKS

Benchmark Disclosure

The unmanaged Barclays U.S. Corporate High Yield 2% Issuer Capped Index does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The Barclays U.S. Corporate HY 2% Issuer Capped Index is the 2% Issuer Capped component of the U.S. Corporate High Yield Index. The Barclays U.S. Corporate HY Index represents the performance of fixed-income securities having a maximum quality rating of Ba1, a minimum amount outstanding of $150 million and at least one year to maturity. An investor cannot invest directly in an index or average, and their results are not indicative of the performance for any specific investment, including the Fund.

A Word About Risk

Below Investment Grade Securities Risk: Investments in fixed-income securities with lower ratings are subject to a higher probability that an issuer will default or fail to meet its payment obligations. These securities may be subject to greater price volatility, due to such factors as specific corporate developments, negative perception of the junk bond market generally and less secondary market liquidity. These securities are often able to be “called” or repurchased by the issuer prior to their maturity date, forcing the Fund to reinvest the proceeds, possibly at a lower rate of return.

Inflation Risk: This is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the value of the Fund’s assets can decline as can the value of the Fund’s distributions. This risk is significantly greater if the Fund invests a significant portion of its assets in fixed-income securities with longer maturities.

Derivatives Risk: Investments in derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Fund, and may be subject to counterparty risk to a greater degree than more traditional investments.

Foreign (Non-U.S.) Risk: Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors. These risks may be heightened with respect to investments in emerging-market countries, where there may be an increased amount of economic, political and social instability.

(Disclosures, Risks and Note about Historical Performance continued on next page)


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			3

Disclosures and Risks

DISCLOSURES AND RISKS

(continued from previous page)

Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Fund’s investments or reduce its returns.

Diversification Risk: The Fund may have more risk because it is “non-diversified”, meaning that it can invest more of its assets in a smaller number of issuers. Accordingly, changes in the value of a single security may have a more significant effect, either negative or positive, on the Fund’s NAV.

These risks are fully discussed in the Fund’s prospectus.

An Important Note About Historical Performance


4		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

Disclosures and Risks

HISTORICAL PERFORMANCE



THE FUND VS. ITS BENCHMARK PERIODS ENDED OCTOBER 31, 2014 (unaudited)	NAV Returns
	Since Inception*
AllianceBernstein High Yield Portfolio

Class A		0.04%

Class C		-0.18%

Advisor Class^†		0.14%

Class R^†		-0.03%

Class K^†		0.05%

Class I^†		0.12%

Class Z^†		0.12%

Barclays U.S. Corporate HY 2% Issuer Capped Index		-0.52%

* Inception date: 7/15/2014. ^†Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund.

See Disclosures, Risks and Note about Historical Performance on pages 3-4.

(Historical Performance continued on next page)


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			5

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

GROWTH OF A $10,000 INVESTMENT IN THE FUND

7/15/14* TO 10/31/14 (unaudited)

LOGO

This chart illustrates the total value of an assumed $10,000 investment in AllianceBernstein High Yield Portfolio Class A shares (from 7/15/14 to 10/31/14) as compared to the performance of the Fund’s benchmark. The chart reflects the deduction of the maximum 4.25% sales charge from the initial $10,000 investment in the Strategy and assumes the reinvestment of dividends and capital gains distributions.

Inception date: 7/15/2014.

See Disclosures, Risks and Note about Historical Performance on pages 3-4.

(Historical Performance continued on next page)


6		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)


AVERAGE ANNUAL RETURNS AS OF OCTOBER 31, 2014 (unaudited)
	NAV Returns			SEC Returns (reflects applicable sales charges)			SEC Yields^*

Class A Shares								-22.52	%
Since Inception^†		0.04	%		-4.17	%

Class C Shares								-24.20	%
Since Inception^†		-0.18	%		-1.17	%

Advisor Class Shares^‡								-5.90	%
Since Inception^†		0.14	%		0.14	%

Class R Shares^‡								0.32	%
Since Inception^†		-0.03	%		-0.03	%

Class K Shares^‡								0.60	%
Since Inception^†		0.05	%		0.05	%

Class I Shares^‡								0.88	%
Since Inception^†		0.12	%		0.12	%

Class Z Shares^‡								0.85	%
Since Inception^†		0.12	%		0.12	%

The Fund’s prospectus fee table shows the Fund’s total annual operating expense ratios as 1.39%, 2.16%, 1.14%, 1.86%, 1.55%, 1.22% and 1.12% for Class A, Class C, Advisor Class, Class R, Class K, Class I and Class Z shares, respectively, gross of any fee waivers or expense reimbursements. Contractual fee waivers and/or expense reimbursements limit the Fund’s annual operating expenses to 1.05%, 1.80%, 0.80%, 1.30%, 1.05%, 0.80% and 0.80% for Class A, Class C, Advisor Class, Class R, Class K, Class I and Class Z shares, respectively. These waivers/reimbursements may not be terminated before July 15, 2015 and may be extended by the Adviser for additional one-year terms. Absent reimbursements or waivers, performance would have been lower. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights sections since they are based on different time periods.

SEC yields are calculated based on SEC guidelines for the 30-day period ended October 31, 2014.

^†

Inception date: 7/15/2014.

^‡

These share classes are offered at NAV to eligible investors and their SEC returns are the same as their NAV returns. Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund. The inception date for these share classes is listed above.

See Disclosures, Risks and Note about Historical Performance on pages 3-4.

(Historical Performance continued on next page)


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			7

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)


SEC AVERAGE ANNUAL RETURNS AS OF THE MOST RECENT CALENDAR QUARTER-END SEPTEMBER 30, 2014 (unaudited)
	SEC Returns (reflects applicable sales charges)

Class A Shares
Since Inception^†		-5.33	%

Class C Shares
Since Inception^†		-2.30	%

Advisor Class Shares^‡
Since Inception^†		-1.11	%

Class R Shares^‡
Since Inception^†		-1.22	%

Class K Shares^‡
Since Inception^†		-1.16	%

Class I Shares^‡
Since Inception^†		-1.11	%

Class Z Shares^‡
Since Inception^†		-1.11	%

^†

Inception date: 7/15/2014.

^‡

These share classes are offered at NAV to eligible investors and their SEC returns are the same as their NAV returns. Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund. The inception date for these share classes is listed above.

See Disclosures, Risks and Note about Historical Performance on pages 3-4.


8		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

Historical Performance

EXPENSE EXAMPLE

(unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.


	Beginning Account Value July 15, 2014^†		Ending Account Value October 31, 2014		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,000.40	$	3.11		1.05	%
Hypothetical**	$	1,000	$	1,019.91	$	5.35		1.05	%
Class C
Actual	$	1,000	$	998.20	$	5.32		1.80	%
Hypothetical**	$	1,000	$	1,016.13	$	9.15		1.80	%
Advisor Class
Actual	$	1,000	$	1,001.40	$	2.37		0.80	%
Hypothetical**	$	1,000	$	1,021.17	$	4.08		0.80	%
Class R
Actual	$	1,000	$	999.70	$	3.85		1.30	%
Hypothetical**	$	1,000	$	1,018.65	$	6.61		1.30	%
Class K
Actual	$	1,000	$	1,000.50	$	3.11		1.05	%
Hypothetical**	$	1,000	$	1,019.91	$	5.35		1.05	%
Class I
Actual	$	1,000	$	1,001.20	$	2.37		0.80	%
Hypothetical**	$	1,000	$	1,021.17	$	4.08		0.80	%
Class Z
Actual	$	1,000	$	1,001.20	$	2.37		0.80	%
Hypothetical**	$	1,000	$	1,021.17	$	4.08		0.80	%

^†

Commencement of operations.

Actual expenses paid are based on the period from July 15, 2014 (commencement of operations) and are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period multiplied by 108/365 (to reflect the since inception period). Hypothetical expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Assumes 5% annual return before expenses.


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			9

Expense Example

PORTFOLIO SUMMARY

October 31, 2014 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $20.0

LOGO

All data are as of October 31, 2014. The Fund’s security type breakdown is expressed as a percentage of total investments and may vary over time. The Fund also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details). “Other” securities type weightings represent 0.1% or less in the following security types: Option Purchased-Puts and Warrants.


10		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

Portfolio Summary

PORTFOLIO OF INVESTMENTS

October 31, 2014


		Principal Amount (000)		U.S. $ Value


CORPORATES - NON-INVESTMENT GRADE – 73.4%
Industrial – 58.9%
Basic – 5.1%
AK Steel Corp. 8.75%, 12/01/18	U.S.$		20	$	21,850
Aleris International, Inc. 7.625%, 2/15/18			30		30,900
7.875%, 11/01/20			10		10,400
ArcelorMittal 6.00%, 3/01/21			10		10,725
6.125%, 6/01/18			73		78,110
7.25%, 3/01/41			38		39,235
7.50%, 10/15/39			46		49,105
Arch Coal, Inc. 7.25%, 6/15/21			30		11,100
Ashland, Inc. 3.875%, 4/15/18			20		20,325
Axiall Corp. 4.875%, 5/15/23			40		38,800
Cliffs Natural Resources, Inc. 4.875%, 4/01/21			15		12,300
6.25%, 10/01/40			26		19,240
Commercial Metals Co. 6.50%, 7/15/17			25		26,875
FMG Resources August 2006 Pty Ltd. 6.00%, 4/01/17^(a)			20		20,400
8.25%, 11/01/19^(a)			75		77,812
Hexion US Finance Corp./Hexion Nova Scotia Finance ULC 8.875%, 2/01/18			9		8,899
Huntsman International LLC 8.625%, 3/15/21			50		54,500
JMC Steel Group, Inc. 8.25%, 3/15/18^(a)			40		40,600
Lundin Mining Corp. 7.50%, 11/01/20^(a)			15		15,638
7.875%, 11/01/22^(a)			15		15,600
Magnetation LLC/Mag Finance Corp. 11.00%, 5/15/18^(a)			50		44,875
Molycorp, Inc. 10.00%, 6/01/20			49		35,035
Momentive Performance Materials, Inc. 8.875%, 10/15/20^(b)(c)			40		– 0	–
Novelis, Inc. 8.75%, 12/15/20			30		32,737
Peabody Energy Corp. 6.00%, 11/15/18			56		54,180
Rain CII Carbon LLC/CII Carbon Corp. 8.00%, 12/01/18^(a)			30		30,900


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			11

Portfolio of Investments


		Principal Amount (000)		U.S. $ Value


Ryerson, Inc./Joseph T. Ryerson & Son, Inc. 9.00%, 10/15/17	U.S.$		20	$	21,050
11.25%, 10/15/18			6		6,540
Smurfit Kappa Treasury Funding Ltd. 7.50%, 11/20/25			40		46,200
Steel Dynamics, Inc. 5.25%, 4/15/23			20		21,000
6.125%, 8/15/19			30		32,250
Thompson Creek Metals Co., Inc. 9.75%, 12/01/17			30		32,025
TPC Group, Inc. 8.75%, 12/15/20^(a)			30		31,388
W.R. Grace & Co.-Conn 5.125%, 10/01/21^(a)			12		12,503
5.625%, 10/01/24^(a)			7		7,376

					1,010,473

Capital Goods – 5.8%
Apex Tool Group LLC 7.00%, 2/01/21^(a)			30		27,000
Ardagh Packaging Finance PLC/Ardagh Holdings USA, Inc. 6.00%, 6/30/21^(a)			200		197,250
Beverage Packaging Holdings Luxembourg II SA/Beverage Packaging Holdings II Issuer 5.625%, 12/15/16^(a)			30		30,075
6.00%, 6/15/17^(a)			10		9,975
Bombardier, Inc. 6.00%, 10/15/22^(a)			60		61,612
6.125%, 1/15/23^(a)			70		72,100
CNH Industrial Capital LLC 3.625%, 4/15/18			40		40,000
EnPro Industries, Inc. 5.875%, 9/15/22^(a)			16		16,400
Graphic Packaging International, Inc. 7.875%, 10/01/18			30		31,260
HD Supply, Inc. 7.50%, 7/15/20			60		63,900
Manitowoc Co., Inc. (The) 5.875%, 10/15/22			30		30,900
8.50%, 11/01/20			30		32,475
Masco Corp. 7.125%, 3/15/20			30		34,275
Nuverra Environmental Solutions, Inc. 9.875%, 4/15/18			10		9,300
Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer Lu 5.75%, 10/15/20			40		41,600
8.25%, 2/15/21			100		107,500
9.00%, 4/15/19			100		104,500
RSI Home Products, Inc. 6.875%, 3/01/18^(a)			50		52,250


12		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

Portfolio of Investments


		Principal Amount (000)		U.S. $ Value


Sealed Air Corp. 6.875%, 7/15/33^(a)	U.S.$		40	$	41,800
8.125%, 9/15/19^(a)			20		21,675
Summit Materials LLC/Summit Materials Finance Corp. 10.50%, 1/31/20			30		33,525
TransDigm, Inc. 6.00%, 7/15/22			30		30,338
6.50%, 7/15/24			30		30,900
United Rentals North America, Inc. 5.75%, 7/15/18			35		36,662

					1,157,272

Communications - Media – 7.7%
CBS Outdoor Americas Capital LLC/CBS Outdoor Americas Capital Corp. 5.25%, 2/15/22^(a)			10		10,325
5.875%, 3/15/25^(a)			9		9,450
CCO Holdings LLC/CCO Holdings Capital Corp. 5.125%, 2/15/23			60		59,850
5.75%, 1/15/24			83		84,971
Cequel Communications Holdings I LLC/Cequel Capital Corp. 5.125%, 12/15/21^(a)			30		29,287
6.375%, 9/15/20^(a)			30		31,275
Clear Channel Worldwide Holdings, Inc. Series B 6.50%, 11/15/22			70		72,450
7.625%, 3/15/20			10		10,638
Crown Media Holdings, Inc. 10.50%, 7/15/19			20		21,900
CSC Holdings LLC 5.25%, 6/01/24^(a)			20		20,050
7.625%, 7/15/18			60		67,950
DISH DBS Corp. 6.75%, 6/01/21			105		116,550
Gannett Co., Inc. 4.875%, 9/15/21^(a)			25		25,187
5.50%, 9/15/24^(a)			7		7,228
6.375%, 10/15/23			40		43,000
Hughes Satellite Systems Corp. 7.625%, 6/15/21			50		55,625
iHeartCommunications, Inc. 6.875%, 6/15/18			70		63,525
9.00%, 12/15/19			40		40,425
9.00%, 9/15/22^(a)			20		20,100
Intelsat Jackson Holdings SA 5.50%, 8/01/23			150		150,375
7.25%, 10/15/20			100		106,750
Media General Financing Sub, Inc. 5.875%, 11/15/22			9		9,068


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			13

Portfolio of Investments


		Principal Amount (000)		U.S. $ Value


Mediacom Broadband LLC/Mediacom Broadband Corp. 6.375%, 4/01/23	U.S.$		20	$	21,100
Radio One, Inc. 9.25%, 2/15/20^(a)			20		19,850
RR Donnelley & Sons Co. 7.25%, 5/15/18			50		56,000
Sinclair Television Group, Inc. 5.375%, 4/01/21			20		20,050
5.625%, 8/01/24^(a)			30		29,625
6.125%, 10/01/22			30		31,050
Sirius XM Radio, Inc. 5.875%, 10/01/20^(a)			20		21,150
6.00%, 7/15/24^(a)			60		62,550
Starz LLC/Starz Finance Corp. 5.00%, 9/15/19			40		41,200
Time, Inc. 5.75%, 4/15/22^(a)			20		19,550
Townsquare Radio LLC/Townsquare Radio, Inc. 9.00%, 4/01/19^(a)			20		21,600
Univision Communications, Inc. 5.125%, 5/15/23^(a)			10		10,550
6.75%, 9/15/22^(a)			20		22,200
8.50%, 5/15/21^(a)			30		32,475
Videotron Ltd. 5.00%, 7/15/22			75		77,250

					1,542,179

Communications - Telecommunications – 5.8%
CenturyLink, Inc. Series T 5.80%, 3/15/22			10		10,600
Series U 7.65%, 3/15/42			70		69,825
Series W 6.75%, 12/01/23			27		29,970
Crown Castle International Corp. 4.875%, 4/15/22			20		20,200
Frontier Communications Corp. 6.25%, 9/15/21			34		35,126
7.625%, 4/15/24			55		59,125
7.875%, 1/15/27			10		10,400
9.00%, 8/15/31			30		32,550
Level 3 Communications, Inc. 8.875%, 6/01/19			20		21,450
Level 3 Financing, Inc. 6.125%, 1/15/21^(a)			30		31,463
7.00%, 6/01/20			40		42,700
Sprint Capital Corp. 6.875%, 11/15/28			160		155,600
8.75%, 3/15/32			40		44,700


14		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

Portfolio of Investments


		Principal Amount (000)		U.S. $ Value


Sprint Communications, Inc. 6.00%, 11/15/22	U.S.$		40	$	39,900
9.00%, 11/15/18^(a)			50		58,812
Sprint Corp. 7.25%, 9/15/21^(a)			30		31,725
7.875%, 9/15/23^(a)			50		54,125
T-Mobile USA, Inc. 6.25%, 4/01/21			50		52,188
6.375%, 3/01/25			30		30,825
6.542%, 4/28/20			55		58,025
6.625%, 4/01/23			45		47,475
Telecom Italia Capital SA 6.375%, 11/15/33			60		60,600
tw telecom holdings, Inc. 6.375%, 9/01/23			10		11,400
WaveDivision Escrow LLC/WaveDivision Escrow Corp. 8.125%, 9/01/20^(a)			10		10,875
Windstream Corp. 7.50%, 4/01/23			40		42,000
7.875%, 11/01/17			40		44,528
8.125%, 9/01/18			50		52,125

					1,158,312

Consumer Cyclical - Automotive – 1.5%
Affinia Group, Inc. 7.75%, 5/01/21			30		30,375
Allison Transmission, Inc. 7.125%, 5/15/19^(a)			20		21,025
Banque PSA Finance SA 4.375%, 4/04/16^(a)			30		30,450
Commercial Vehicle Group, Inc. 7.875%, 4/15/19			20		20,700
Gates Global LLC/Gates Global Co. 6.00%, 7/15/22^(a)			25		24,250
General Motors Financial Co., Inc. 2.625%, 7/10/17			20		20,281
3.25%, 5/15/18			20		20,450
3.50%, 7/10/19			20		20,615
6.75%, 6/01/18			50		56,812
LKQ Corp. 4.75%, 5/15/23			30		28,992
Titan International, Inc. 6.875%, 10/01/20			20		18,050

					292,000

Consumer Cyclical - Entertainment – 0.3%
Cedar Fair LP/Canada’s Wonderland Co./Magnum Management Corp. 5.375%, 6/01/24^(a)			10		10,000
Live Nation Entertainment, Inc. 7.00%, 9/01/20^(a)			10		10,625


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			15

Portfolio of Investments


		Principal Amount (000)		U.S. $ Value


Pinnacle Entertainment, Inc. 7.50%, 4/15/21	U.S.$		20	$	21,350
Regal Entertainment Group 5.75%, 3/15/22			20		19,550

					61,525

Consumer Cyclical - Other – 3.1%
Beazer Homes USA, Inc. 5.75%, 6/15/19			20		19,150
Boyd Gaming Corp. 9.00%, 7/01/20			50		54,000
Caesars Entertainment Operating Co., Inc. 9.00%, 2/15/20			30		22,650
Caesars Entertainment Resort Properties LLC/Caesars Entertainment Resort Prope 8.00%, 10/01/20^(a)			20		19,400
Caesars Growth Properties Holdings LLC/Caesars Growth Properties Finance, Inc. 9.375%, 5/01/22^(a)			40		37,200
DR Horton, Inc. 6.50%, 4/15/16			60		63,600
Gtech SpA 8.25%, 3/31/66^(a)	EUR		50		65,477
Isle of Capri Casinos, Inc. 7.75%, 3/15/19	U.S.$		30		31,500
KB Home 4.75%, 5/15/19			15		14,888
Lennar Corp. Series B 6.50%, 4/15/16			70		74,200
M/I Homes, Inc. 8.625%, 11/15/18			40		41,750
Marina District Finance Co., Inc. 9.875%, 8/15/18			20		21,050
MGM Resorts International 6.625%, 7/15/15			55		56,441
Ryland Group, Inc. (The) 6.625%, 5/01/20			20		21,400
Shea Homes LP/Shea Homes Funding Corp. 8.625%, 5/15/19			30		31,950
Standard Pacific Corp. 8.375%, 5/15/18			30		34,725
Toll Brothers Finance Corp. 4.00%, 12/31/18			10		10,125

					619,506

Consumer Cyclical - Restaurants – 0.1%
1011778 B.C. ULC/New Red Finance, Inc. 6.00%, 4/01/22^(a)			22		22,303


Consumer Cyclical - Retailers – 1.8%
Asbury Automotive Group, Inc. 8.375%, 11/15/20			20		21,600


16		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

Portfolio of Investments


		Principal Amount (000)		U.S. $ Value


Cash America International, Inc. 5.75%, 5/15/18	U.S.$		30	$	31,200
Chinos Intermediate Holdings A, Inc. 7.75% (7.75% Cash or 8.50% PIK), 5/01/19^(a)(d)			50		48,000
CST Brands, Inc. 5.00%, 5/01/23			80		79,400
Group 1 Automotive, Inc. 5.00%, 6/01/22^(a)			20		19,800
L Brands, Inc. 8.50%, 6/15/19			50		59,750
Men’s Wearhouse, Inc. (The) 7.00%, 7/01/22^(a)			50		51,812
Murphy Oil USA, Inc. 6.00%, 8/15/23			10		10,475
Neiman Marcus Group Ltd. LLC 8.75% (8.75% Cash or 9.50% PIK), 10/15/21^(a)(d)			17		18,190
Wolverine World Wide, Inc. 6.125%, 10/15/20			10		10,525

					350,752

Consumer Non-Cyclical – 8.6%
Air Medical Group Holdings, Inc. 9.25%, 11/01/18			60		62,700
Alere, Inc. 8.625%, 10/01/18			40		41,750
Amsurg Corp. 5.625%, 7/15/22^(a)			10		10,361
Anna Merger Sub, Inc. 7.75%, 10/01/22^(a)			10		10,188
Aramark Services, Inc. 5.75%, 3/15/20			10		10,450
Big Heart Pet Brands 7.625%, 2/15/19			20		20,050
Capsugel SA 7.00% (7.00% Cash or 7.75% PIK), 5/15/19^(a)(d)			36		36,607
CHS/Community Health Systems, Inc. 6.875%, 2/01/22^(a)			150		161,625
7.125%, 7/15/20			40		43,300
Constellation Brands, Inc. 7.25%, 5/15/17			40		44,600
Endo Finance LLC 5.75%, 1/15/22^(a)			10		10,050
Endo Finance LLC & Endo Finco, Inc. 7.00%, 7/15/19^(a)			50		52,625
7.25%, 1/15/22^(a)			10		10,675
Envision Healthcare Corp. 5.125%, 7/01/22^(a)			20		20,250
Fresenius Medical Care US Finance, Inc. 6.50%, 9/15/18^(a)			20		22,150


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			17

Portfolio of Investments


		Principal Amount (000)		U.S. $ Value


HCA, Inc.
4.25%, 10/15/19	U.S.$		133	$	135,161
6.50%, 2/15/20			80		89,300
IASIS Healthcare LLC/IASIS Capital Corp. 8.375%, 5/15/19			65		68,575
Jaguar Holding Co. I 9.375% (9.375% Cash or 10.125% PIK), 10/15/17^(a)(d)			50		51,187
Jaguar Holding Co. II/Jaguar Merger Sub, Inc. 9.50%, 12/01/19^(a)			50		53,625
Kinetic Concepts, Inc./KCI USA, Inc. 10.50%, 11/01/18			50		55,125
Mallinckrodt International Finance SA/Mallinckrodt CB LLC 5.75%, 8/01/22^(a)			18		18,855
MPH Acquisition Holdings LLC 6.625%, 4/01/22^(a)			10		10,463
New Albertsons, Inc. 7.45%, 8/01/29			30		27,600
Par Pharmaceutical Cos., Inc. 7.375%, 10/15/20			20		21,250
PC Nextco Holdings LLC/PC Nextco Finance, Inc. 8.75%, 8/15/19			12		12,180
Pinnacle Merger Sub, Inc. 9.50%, 10/01/23^(a)			50		54,500
Post Holdings, Inc. 7.375%, 2/15/22			40		41,000
Salix Pharmaceuticals Ltd. 6.00%, 1/15/21^(a)			10		10,825
Smithfield Foods, Inc. 5.25%, 8/01/18^(a)			40		41,200
5.875%, 8/01/21^(a)			30		31,800
6.625%, 8/15/22			20		21,800
Spectrum Brands, Inc. 6.625%, 11/15/22			20		21,450
Sun Products Corp. (The) 7.75%, 3/15/21^(a)			20		14,800
Tenet Healthcare Corp. 6.875%, 11/15/31			20		19,600
8.00%, 8/01/20			60		63,900
8.125%, 4/01/22			100		114,625
United Surgical Partners International, Inc. 9.00%, 4/01/20			20		21,600
Valeant Pharmaceuticals International 6.375%, 10/15/20^(a)			60		61,575
6.875%, 12/01/18^(a)			40		41,400
7.00%, 10/01/20^(a)			60		62,850

					1,723,627

Energy – 11.1%
Access Midstream Partners LP/ACMP Finance Corp. 4.875%, 3/15/24			30		31,350


18		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

Portfolio of Investments


		Principal Amount (000)		U.S. $ Value


Antero Resources Corp. 5.125%, 12/01/22^(a)	U.S.$		20	$	20,004
Athlon Holdings LP/Athlon Finance Corp. 7.375%, 4/15/21			70		76,650
Atwood Oceanics, Inc. 6.50%, 2/01/20			40		40,200
Basic Energy Services, Inc. 7.75%, 2/15/19			30		29,250
Bill Barrett Corp. 7.625%, 10/01/19			20		20,200
Bonanza Creek Energy, Inc. 5.75%, 2/01/23			23		21,965
6.75%, 4/15/21			14		14,035
California Resources Corp. 5.00%, 1/15/20^(a)			40		40,600
5.50%, 9/15/21^(a)			39		39,780
6.00%, 11/15/24^(a)			44		44,880
Chesapeake Energy Corp. 2.50%, 5/15/37^(e)			60		59,475
4.875%, 4/15/22			20		20,455
6.875%, 11/15/20			60		68,550
Cimarex Energy Co. 4.375%, 6/01/24			20		20,325
Denbury Resources, Inc. 4.625%, 7/15/23			20		18,475
5.50%, 5/01/22			40		39,400
Energy Transfer Equity LP 5.875%, 1/15/24			20		21,000
Energy XXI Gulf Coast, Inc. 7.75%, 6/15/19			10		9,000
EP Energy LLC/Everest Acquisition Finance, Inc. 6.875%, 5/01/19			40		41,600
EXCO Resources, Inc. 8.50%, 4/15/22			25		21,750
Global Partners LP/GLP Finance Corp. 6.25%, 7/15/22^(a)			50		49,500
Halcon Resources Corp. 8.875%, 5/15/21			17		13,940
9.75%, 7/15/20			23		19,190
Hiland Partners LP/Hiland Partners Finance Corp. 5.50%, 5/15/22^(a)			10		9,850
7.25%, 10/01/20^(a)			40		42,300
Hornbeck Offshore Services, Inc. 5.875%, 4/01/20			30		28,200
Jones Energy Holdings LLC/Jones Energy Finance Corp. 6.75%, 4/01/22^(a)			37		35,335
Jupiter Resources, Inc. 8.50%, 10/01/22^(a)			46		40,595
Key Energy Services, Inc. 6.75%, 3/01/21			34		30,260


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			19

Portfolio of Investments


		Principal Amount (000)		U.S. $ Value

Kinder Morgan Finance Co. LLC 5.70%, 1/05/16	U.S.$		90	$	94,050
Kinder Morgan, Inc./DE Series G 7.80%, 8/01/31			10		12,300
Kodiak Oil & Gas Corp. 5.50%, 2/01/22			20		20,400
Laredo Petroleum, Inc. 7.375%, 5/01/22			30		31,200
Legacy Reserves LP/Legacy Reserves Finance Corp. 6.625%, 12/01/21			5		4,850
6.625%, 12/01/21^(a)			5		4,850
8.00%, 12/01/20			10		10,075
Linn Energy LLC/Linn Energy Finance Corp. 6.25%, 11/01/19			120		110,400
6.50%, 9/15/21			19		17,385
Memorial Resource Development Corp. 5.875%, 7/01/22^(a)			52		50,700
Oasis Petroleum, Inc. 6.875%, 3/15/22			30		31,200
Offshore Group Investment Ltd. 7.50%, 11/01/19			30		25,575
Pacific Drilling SA 5.375%, 6/01/20^(a)			50		44,719
Paragon Offshore PLC 7.25%, 8/15/24^(a)			60		45,900
PHI, Inc. 5.25%, 3/15/19			30		29,636
Precision Drilling Corp. 6.50%, 12/15/21			20		20,500
QEP Resources, Inc. 5.375%, 10/01/22			80		78,800
Regency Energy Partners LP/Regency Energy Finance Corp. 4.50%, 11/01/23			30		29,775
5.00%, 10/01/22			35		35,700
5.50%, 4/15/23			20		20,700
Rosetta Resources, Inc. 5.875%, 6/01/24			30		28,800
RSP Permian, Inc. 6.625%, 10/01/22^(a)			9		8,976
Sabine Pass Liquefaction LLC 5.625%, 2/01/21			100		104,750
5.75%, 5/15/24^(a)			100		103,375
Sanchez Energy Corp. 6.125%, 1/15/23^(a)			48		45,720
7.75%, 6/15/21			20		20,400
Seven Generations Energy Ltd. 8.25%, 5/15/20^(a)			40		42,000
SM Energy Co. 5.00%, 1/15/24			20		18,700


20		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

Portfolio of Investments


		Principal Amount (000)		U.S. $ Value

Southern Star Central Corp. 5.125%, 7/15/22^(a)	U.S.$		20	$	20,300
Tervita Corp. 8.00%, 11/15/18^(a)			30		28,800
10.875%, 2/15/18^(a)			20		18,200
Triangle USA Petroleum Corp. 6.75%, 7/15/22^(a)			40		35,000
W&T Offshore, Inc. 8.50%, 6/15/19			30		29,250
Whiting Petroleum Corp. 5.00%, 3/15/19			20		20,700

					2,211,800

Other Industrial – 1.4%
General Cable Corp. 4.50%, 11/15/29^(e)(f)			17		11,231
5.75%, 10/01/22			20		17,600
Interline Brands, Inc. 10.00% (10.00% Cash or 10.75% PIK), 11/15/18^(d)			30		31,275
Laureate Education, Inc. 9.75%, 9/01/19^(a)			70		72,100
Modular Space Corp. 10.25%, 1/31/19^(a)			30		30,600
NANA Development Corp. 9.50%, 3/15/19^(a)			60		56,400
New Enterprise Stone & Lime Co., Inc. 11.00%, 9/01/18			30		28,800
13.00% (5.00% Cash and 8.00% PIK), 3/15/18^(d)			21		22,149
Safway Group Holding LLC/Safway Finance Corp. 7.00%, 5/15/18^(a)			17		17,552

					287,707

Services – 0.7%
ADT Corp. (The) 4.125%, 4/15/19			20		19,825
6.25%, 10/15/21			20		21,000
IHS, Inc. 5.00%, 11/01/22^(a)			15		15,225
Mobile Mini, Inc. 7.875%, 12/01/20			20		21,550
Sabre GLBL, Inc. 8.50%, 5/15/19^(a)			30		32,250
ServiceMaster Co. (The) 7.00%, 8/15/20			10		10,575
8.00%, 2/15/20			10		10,675

					131,100

Technology – 5.4%
Audatex North America, Inc. 6.00%, 6/15/21^(a)			10		10,575
6.125%, 11/01/23^(a)			10		10,600


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			21

Portfolio of Investments


		Principal Amount (000)		U.S. $ Value


Avaya, Inc.
7.00%, 4/01/19^(a)	U.S.$		35	$	34,388
10.50%, 3/01/21^(a)			70		61,250
Blackboard, Inc. 7.75%, 11/15/19^(a)			15		15,150
BMC Software Finance, Inc. 8.125%, 7/15/21^(a)			60		57,450
Brightstar Corp. 9.50%, 12/01/16^(a)			90		94,743
CDW LLC/CDW Finance Corp. 6.00%, 8/15/22			13		13,715
8.50%, 4/01/19			49		51,940
Ceridian HCM Holding, Inc. 11.00%, 3/15/21^(a)			55		62,012
Ceridian LLC 8.875%, 7/15/19^(a)			35		38,675
CommScope, Inc. 5.50%, 6/15/24^(a)			10		10,113
First Data Corp. 6.75%, 11/01/20^(a)			20		21,500
7.375%, 6/15/19^(a)			80		84,700
8.25%, 1/15/21^(a)			20		21,700
11.75%, 8/15/21			30		35,175
12.625%, 1/15/21			45		54,337
Infor Software Parent LLC/Infor Software Parent, Inc. 7.125% (7.125% Cash or 7.875% PIK), 5/01/21^(a)(d)			20		20,250
Infor US, Inc. 9.375%, 4/01/19			35		38,062
Iron Mountain, Inc. 5.75%, 8/15/24			30		30,600
Micron Technology, Inc. 5.50%, 2/01/25^(a)			26		26,325
Numericable Group SA 6.00%, 5/15/22^(a)			200		204,500
Sensata Technologies BV 6.50%, 5/15/19^(a)			40		41,800
SunGard Data Systems, Inc. 7.625%, 11/15/20			40		42,650

					1,082,210

Transportation - Airlines – 0.1%
Air Canada 8.75%, 4/01/20^(a)			20		21,856


Transportation - Services – 0.4%
Hertz Corp. (The) 5.875%, 10/15/20			20		20,150
6.75%, 4/15/19			53		55,253

					75,403

					11,748,025


22		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

Portfolio of Investments


		Principal Amount (000)		U.S. $ Value


Financial Institutions – 11.1%
Banking – 5.9%
ABN AMRO Bank NV 4.31%, 3/10/16^(g)	EUR		50	$	63,441
Ally Financial, Inc. 8.00%, 12/31/18-11/01/31	U.S.$		80		96,175
Bank of America Corp. Series U 5.20%, 6/01/23^(g)			22		20,405
Series X 6.25%, 9/05/24^(g)			50		49,937
Bank of Ireland 10.00%, 7/30/16^(a)	EUR		100		135,372
Barclays Bank PLC 6.86%, 6/15/32^(a)(g)	U.S.$		30		33,225
BBVA International Preferred SAU 4.952%, 9/20/16^(a)(g)	EUR		50		63,308
BNP Paribas SA 5.186%, 6/29/15^(a)(g)	U.S.$		50		50,500
Citigroup, Inc. 5.95%, 1/30/23^(g)			46		45,712
Credit Agricole SA 7.589%, 1/30/20^(g)	GBP		50		88,355
HT1 Funding GmbH 6.352%, 6/30/17^(g)	EUR		40		50,377
Lloyds Banking Group PLC 6.657%, 5/21/37^(a)^(g)	U.S.$		35		37,712
Macquarie Capital Funding LP/Jersey 6.177%, 4/15/20^(g)	GBP		50		78,341
Novo Banco SA 3.875%, 1/21/15	EUR		50		62,188
RBS Capital Trust C 4.243%, 1/12/16^(g)			40		49,625
Royal Bank of Scotland Group PLC Series U 7.64%, 9/30/17^(g)	U.S.$		100		105,750
Societe Generale SA 5.922%, 4/05/17^(a)(g)			100		105,500
Zions Bancorporation 5.65%, 11/15/23			10		10,287
5.80%, 6/15/23^(g)			20		19,100

					1,165,310

Brokerage – 0.4%
E*TRADE Financial Corp. 6.375%, 11/15/19			30		31,988
6.75%, 6/01/16			20		21,250
GFI Group, Inc. 10.375%, 7/19/18			20		23,725

					76,963


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			23

Portfolio of Investments


		Principal Amount (000)		U.S. $ Value


Finance – 3.3%
Artsonig Pty Ltd. 11.50% (11.5% Cash or 12.00% PIK), 4/01/19^(a)(d)	U.S.$		21	$	20,112
CIT Group, Inc. 5.25%, 3/15/18			95		100,225
Creditcorp 12.00%, 7/15/18^(a)			20		20,400
Enova International, Inc. 9.75%, 6/01/21^(a)			40		40,700
International Lease Finance Corp. 5.875%, 4/01/19			70		75,425
8.25%, 12/15/20			55		66,000
8.75%, 3/15/17			20		22,500
8.875%, 9/01/17			40		46,000
Milestone Aviation Group Ltd. (The) 8.625%, 12/15/17^(a)			37		41,162
Navient Corp. 4.625%, 9/25/17			20		20,350
4.875%, 6/17/19			50		50,750
8.00%, 3/25/20			80		91,800
TMX Finance LLC/TitleMax Finance Corp. 8.50%, 9/15/18^(a)			60		58,500

					653,924

Insurance – 0.8%
American Equity Investment Life Holding Co. 6.625%, 7/15/21			30		31,650
Hartford Financial Services Group, Inc. (The) 8.125%, 6/15/38			40		46,400
Hockey Merger Sub 2, Inc. 7.875%, 10/01/21^(a)			20		20,850
Liberty Mutual Group, Inc. 7.80%, 3/15/37^(a)			40		46,800
WellCare Health Plans, Inc. 5.75%, 11/15/20			20		20,596

					166,296

Other Finance – 0.7%
ACE Cash Express, Inc. 11.00%, 2/01/19^(a)			10		7,150
CNG Holdings, Inc./OH 9.375%, 5/15/20^(a)			30		22,575
FTI Consulting, Inc. 6.75%, 10/01/20			30		31,650
Gardner Denver, Inc. 6.875%, 8/15/21^(a)			21		21,892
Harbinger Group, Inc. 7.75%, 1/15/22			10		10,150
7.875%, 7/15/19			20		21,650


24		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

Portfolio of Investments


		Principal Amount (000)		U.S. $ Value


Speedy Group Holdings Corp. 12.00%, 11/15/17^(a)	U.S.$		30	$	29,475

					144,542

					2,207,035

Utility – 3.3%
Electric – 3.3%
AES Corp./VA 4.875%, 5/15/23			20		19,950
7.375%, 7/01/21			55		62,752
Calpine Corp. 5.75%, 1/15/25			10		10,125
5.875%, 1/15/24^(a)			45		48,375
7.875%, 1/15/23^(a)			18		19,935
DPL, Inc. 6.75%, 10/01/19^(a)			20		20,650
Dynegy Finance I, Inc./Dynegy Finance II, Inc. 6.75%, 11/01/19^(a)			45		46,575
7.375%, 11/01/22^(a)			65		68,738
7.625%, 11/01/24^(a)			40		42,400
FirstEnergy Corp. Series A 2.75%, 3/15/18			20		20,206
Series C 7.375%, 11/15/31			20		23,764
GenOn Energy, Inc. 7.875%, 6/15/17			40		40,500
9.50%, 10/15/18			60		62,550
NRG Energy, Inc. 6.25%, 5/01/24^(a)			9		9,293
6.25%, 7/15/22			6		6,270
6.625%, 3/15/23			13		13,715
7.875%, 5/15/21			50		54,250
NRG Yield Operating LLC 5.375%, 8/15/24^(a)			12		12,480
PPL Capital Funding, Inc. Series A 6.70%, 3/30/67			20		20,275
PPL Energy Supply LLC 4.60%, 12/15/21			20		18,854
6.50%, 5/01/18			10		10,856
RJS Power Holdings LLC 5.125%, 7/15/19^(a)			30		29,850

					662,363

Non Corporate Sectors – 0.1%
Agencies - Not Government Guaranteed – 0.1%
CITGO Petroleum Corp. 6.25%, 8/15/22^(a)			29		29,507


Total Corporates - Non-Investment Grade (cost $14,863,358)					14,646,930


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			25

Portfolio of Investments


		Principal Amount (000)		U.S. $ Value


CORPORATES - INVESTMENT GRADE – 5.4%
Financial Institutions – 4.5%
Banking – 2.7%
Credit Suisse AG 6.50%, 8/08/23^(a)	U.S.$		200	$	220,522
HSBC Capital Funding LP/Jersey 10.176%, 6/30/30^(a)(g)			35		52,238
JPMorgan Chase & Co. Series Q 5.15%, 5/01/23^(g)			20		18,950
Series R 6.00%, 8/01/23^(g)			20		19,825
Series S 6.75%, 2/01/24^(g)			7		7,410
Nationwide Building Society 6.00%, 12/15/16^(g)	GBP		40		65,903
Standard Chartered PLC 6.409%, 1/30/17^(a)(g)	U.S.$		100		104,625
Wells Fargo & Co. Series S 5.90%, 6/15/24^(g)			55		56,545

					546,018

Finance – 0.5%
Aviation Capital Group Corp. 4.625%, 1/31/18^(a)			10		10,421
GE Capital Trust III 6.50%, 9/15/67^(a)	GBP		50		85,585

					96,006

Insurance – 0.6%
Mitsui Sumitomo Insurance Co., Ltd. 7.00%, 3/15/72^(a)	U.S.$		50		58,036
Nationwide Mutual Insurance Co. 9.375%, 8/15/39^(a)			20		30,824
Prudential Financial, Inc. 5.625%, 6/15/43			40		41,500

					130,360

REITS – 0.7%
DDR Corp. 7.875%, 9/01/20			40		49,660
EPR Properties 7.75%, 7/15/20			40		48,318
Senior Housing Properties Trust 6.75%, 12/15/21			30		34,337

					132,315

					904,699

Industrial – 0.9%
Basic – 0.4%
Freeport-McMoran Oil & Gas LLC/FCX Oil & Gas, Inc. 6.75%, 2/01/22			50		55,375


26		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

Portfolio of Investments


Company		Principal Amount (000)		U.S. $ Value


Momentive Performance Materials, Inc. 3.88%, 10/24/21	U.S.$		40	$	34,600

					89,975

Communications - Telecommunications – 0.2%
Embarq Corp. 7.995%, 6/01/36			30		33,300


Consumer Non-Cyclical – 0.1%
Forest Laboratories, Inc. 5.00%, 12/15/21^(a)			10		10,715


Energy – 0.2%
Enterprise Products Operating LLC Series A 8.375%, 8/01/66			20		21,850
Transocean, Inc. 6.80%, 3/15/38			20		18,735

					40,585

					174,575


Total Corporates - Investment Grade (cost $1,107,084)					1,079,274


		Shares
COMMON STOCKS – 2.2%
ADT Corp. (The)			650		23,296
Beazer Homes USA, Inc.^(b)			830		14,882
Community Health Systems, Inc.^(b)			270		14,842
Crown Castle International Corp.			480		37,498
DISH Network Corp. – Class A^(b)			310		19,731
eDreams ODIGEO SL^(b)			5,140		13,436
General Motors Co.			760		23,864
Isle of Capri Casinos, Inc.^(b)			1,650		12,260
Las Vegas Sands Corp.			450		28,017
LifePoint Hospitals, Inc.^(b)			720		50,400
LyondellBasell Industries NV – Class A			220		20,159
Nortek, Inc.^(b)			280		23,318
Orbitz Worldwide, Inc.^(b)			4,200		34,734
Quicksilver Resources, Inc.^(b)			1,300		711
Salix Pharmaceuticals Ltd.^(b)			90		12,946
SBA Communications Corp. – Class A^(b)			520		58,412
Townsquare Media, Inc. – Class A^(b)			2,600		32,786
Travelport Worldwide Ltd.^(b)			1,430		20,663


Total Common Stocks (cost $438,696)					441,955


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			27

Portfolio of Investments


Company		Shares		U.S. $ Value


PREFERRED STOCKS – 1.8%
Financial Institutions – 1.7%
Banking – 1.2%
GMAC Capital Trust I 8.125%			2,000	$	53,460
Goldman Sachs Group, Inc. (The) Series J 5.50%			1,550		37,092
Morgan Stanley 6.875%			2,000		53,040
Royal Bank of Scotland Group PLC Series M 6.40%			2,000		49,160
US Bancorp/MN Series F 6.50%			2,000		58,620

					251,372

REITS – 0.5%
Health Care REIT, Inc. Series J 6.50%			1,000		25,890
Kimco Realty Corp. Series I 6.00%			1,000		25,470
National Retail Properties, Inc. Series D 6.625%			1,000		25,970
Public Storage Series W 5.20%			1,000		22,980

					100,310

					351,682

Industrial – 0.1%
Consumer Cyclical - Other – 0.1%
Hovnanian Enterprises, Inc. 7.625%			1,000		15,210


Total Preferred Stocks (cost $363,970)					366,892


		Principal Amount (000)
BANK LOANS – 1.6%
Industrial – 0.8%
Consumer Cyclical - Automotive – 0.2%
TI Group Automotive Systems LLC 4.25%, 7/02/21^(h)	U.S.$		30		29,626


28		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

Portfolio of Investments


		Principal Amount (000)		U.S. $ Value



Consumer Cyclical - Other – 0.1%
Caesars Entertainment Operating Co., Inc.(fka Harrah’s Operating Co., Inc.) 6.99%, 3/01/17^(h)	U.S.$		27	$	24,162


Consumer Non-Cyclical – 0.3%
Catalent Pharma Solutions, Inc. (fka Cardinal Health 409, Inc.) 6.50%, 12/31/17^(h)			6		5,876
Grifols Worldwide Operations Ltd. 3.15%, 2/27/21^(h)			10		9,841
Pharmedium Healthcare Corp. 7.75%, 1/28/22^(h)			40		39,900

					55,617

Other Industrial – 0.2%
Atkore International, Inc. 7.75%, 10/09/21^(h)			25		24,563
Orbitz Worldwide, Inc. 4.50%, 4/15/21^(h)			20		19,755

					44,318

					153,723

Utility – 0.7%
Electric – 0.7%
Energy Future Intermediate Holding Co., LLC (EFIH Finance, Inc.) 4.25%, 6/19/16^(h)			150		149,625


Financial Institutions – 0.1%
Other Finance – 0.1%
Travelport Finance (Luxembourg) S.À.r.l. 6.00%, 9/02/21^(h)			23		23,408


Total Bank Loans (cost $329,929)					326,756


COLLATERALIZED MORTGAGE OBLIGATIONS – 1.3%
GSE Risk Share Floating Rate – 1.2%
Federal Home Loan Mortgage Corp. Structured Agency Credit Risk Debt Notes Series 2013-DN1, Class M2 7.302%, 7/25/23^(h)			50		60,888
Series 2013-DN2, Class M2 4.402%, 11/25/23^(h)			50		51,393
Federal National Mortgage Association Series 2013-C01, Class M2 5.402%, 10/25/23^(h)			50		55,372
Series 2014-C01, Class M2 4.552%, 1/25/24^(h)			50		52,386
Series 2014-C02, Class 2M2 2.752%, 5/25/24^(h)			15		13,494

					233,533


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			29

Portfolio of Investments


		Principal Amount (000)		U.S. $ Value


Non-Agency Fixed Rate – 0.1%
Alternative Loan Trust Series 2006-28CB, Class A14 6.25%, 10/25/36	U.S.$		33	$	28,814


Total Collateralized Mortgage Obligations (cost $279,671)					262,347


COMMERCIAL MORTGAGE-BACKED SECURITIES – 1.2%
Non-Agency Fixed Rate CMBS – 1.2%
Citigroup Commercial Mortgage Trust Series 2014-GC23, Class D 4.508%, 7/10/47^(a)			50		45,982
GS Mortgage Securities Trust Series 2014-GC18, Class D 4.949%, 1/10/47^(a)			100		95,663
JPMBB Commercial Mortgage Securities Trust Series 2013-C17, Class D 4.887%, 1/15/47^(a)			100		96,513


Total Commercial Mortgage-Backed Securities (cost $243,199)					238,158


EMERGING MARKETS - CORPORATE BONDS – 0.9%
Industrial – 0.9%
Capital Goods – 0.4%
CEMEX Espana SA/Luxembourg 9.25%, 5/12/20^(a)			70		75,075


Consumer Non-Cyclical – 0.5%
Marfrig Overseas Ltd. 9.50%, 5/04/20^(a)			100		105,625


Total Emerging Markets - Corporate Bonds (cost $181,676)					180,700

GOVERNMENTS - SOVEREIGN BONDS – 0.4%
Hungary – 0.4%
Hungary Government International Bond 6.375%, 3/29/21 (cost $68,152)			60		68,093

GOVERNMENTS - TREASURIES – 0.2%
Brazil – 0.2%
Brazil Notas do Tesouro Nacional Series F 10.00%, 1/01/17 (cost $48,694)	BRL		110		42,521


30		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

Portfolio of Investments


		Principal Amount (000)		U.S. $ Value


EMERGING MARKETS - SOVEREIGNS – 0.2%
Argentina – 0.1%
Argentina Boden Bonds 7.00%, 10/03/15	U.S.$		30	$	28,133


Venezuela – 0.1%
Venezuela Government International Bond 9.25%, 9/15/27			20		13,300


Total Emerging Markets - Sovereigns (cost $46,702)					41,433

GOVERNMENTS - SOVEREIGN AGENCIES – 0.2%
Canada – 0.1%
NOVA Chemicals Corp. 5.00%, 5/01/25^(a)			30		30,975


Colombia – 0.1%
Ecopetrol SA 5.875%, 5/28/45			10		10,251


Total Governments - Sovereign Agencies (cost $40,310)					41,226


		Contracts
OPTIONS PURCHASED - CALLS – 0.2%
Options on Funds and Investment Trusts – 0.2%
iShares Russell 20 ETF Expiration: Nov 2014, Exercise Price: $ 117.00^(b)(i)			80		12,643
iShares iBoxx High Yield Corporate Bond ETF Expiration: Nov 2014, Exercise Price: $ 93.00^(b)(i)			166		5,810
iShares iBoxx High Yield Corporate Bond ETF Expiration: Dec 2014, Exercise Price: $ 93.00^(b)(i)			98		5,390
SPDR S&P 500 ETF Trust Expiration: Nov 2014, Exercise Price: $ 198.00^(b)(i)			23		11,063
SPDR S&P Oil & Gas Expiration: Dec 2014, Exercise Price: $ 69.00^(b)(i)			74		2,627

					37,533

Options on Equities – 0.0%
ORBITZ Worldwide Expiration: Nov 2014, Exercise Price: $ 10.00^(b)(i)			100		1,750


Total Options Purchased - Calls (premiums paid $28,460)					39,283


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			31

Portfolio of Investments


Company		Notional Amount (000)		U.S. $ Value


OPTIONS PURCHASED - PUTS – 0.1%
Swaptions – 0.1%
CDX-NAHY Series 23, 5 Year Index RTP, Bank of America, NA (Buy Protection) Expiration: Nov 2014, Exercise Rate: 1.04%^(b)	U.S.$		1,600	$	1,819
CDX-NAHY Series 23, 5 Year Index RTP, Bank of America, NA (Buy Protection) Expiration: Nov 2014, Exercise Rate: 1.06%^(b)			1,600		5,935
CDX-NAHY Series 23, 5 Year Index RTP, Goldman Sachs International (Buy Protection) Expiration: Dec 2014, Exercise Rate: 1.03%^(b)			560		1,945

					9,699


		Contracts
Options on Funds and Investment Trusts – 0.0%
SPDR S&P 500 ETF Trust Expiration: Nov 2014, Exercise Price: $ 180.00^(b)(i)			48		504
SPDR S&P 500 ETF Trust Expiration: Nov 2014, Exercise Price: $ 185.00^(b)(i)			34		612
SPDR S&P 500 ETF Trust Expiration: Nov 2014, Exercise Price: $ 193.00^(b)(i)			31		1,689
SPDR S&P 500 ETF Trust Expiration: Nov 2014, Exercise Price: $ 184.00^(b)(i)			16		256

					3,061

Options on Equities – 0.0%
Best of SPY TLT Expiration: Dec 2014, Exercise Price: $ 100.00^(b)(i)			570		180


		Shares
Total Options Purchased - Puts (premiums paid $40,298)					12,940


WARRANTS – 0.0%
Peugeot SA, expiring 4/29/17^(b) (cost $5,349)			2,300		3,488


SHORT-TERM INVESTMENTS – 9.5%
Investment Companies – 9.2%
AllianceBernstein Fixed-Income Shares, Inc. – Government STIF Portfolio, 0.07%,^(j)(k) (cost $1,840,889)			1,840,889		1,840,889


32		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

Portfolio of Investments


		Principal Amount (000)		U.S. $ Value


Time Deposits – 0.3%
BBH, Grand Cayman
0.03%, 11/03/14	U.S.$		6	$	5,737
0.337%, 11/03/14	CAD		6		5,344
4.064%, 11/03/14	ZAR		2		136
Wells Fargo, Grand Cayman 0.091%, 11/03/14	GBP		25		40,042


Total Time Deposits (cost $51,647)					51,259

Total Short-Term Investments (cost $1,892,536)					1,892,148

Total Investments – 98.6% (cost $19,978,084)					19,684,144
Other assets less liabilities – 1.4%					278,547


Net Assets – 100.0%				$	19,962,691

FUTURES (see Note D)


Type	Number of Contracts		Expiration Month		Original Value		Value at October 31, 2014		Unrealized Appreciation/ (Depreciation)
Sold Contracts
S&P 500 E-Mini Futures		1		December 2014	$	98,063	$	100,570	$	(2,507	)

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)


Counterparty	Contracts to Deliver (000)				In Exchange For (000)				Settlement Date		Unrealized Appreciation/ (Depreciation)
Brown Brothers Harriman & Co.		USD	0	*		TRY	0	*		11/13/14	$	5
Brown Brothers Harriman & Co.		GBP	102			USD	162			11/14/14		637
Brown Brothers Harriman & Co.		USD	81			GBP	51			11/14/14		(86	)
Brown Brothers Harriman & Co.		CAD	62			USD	55			11/21/14		272
Brown Brothers Harriman & Co.		EUR	610			USD	771			11/21/14		7,490
Brown Brothers Harriman & Co.		USD	179			EUR	141			11/21/14		(2,189	)
Brown Brothers Harriman & Co.		USD	47			SEK	341			12/04/14		(1,196	)
Brown Brothers Harriman & Co.		JPY	5,658			USD	53			12/05/14		2,961
Brown Brothers Harriman & Co.		AUD	85			USD	75			12/12/14		(127	)
Brown Brothers Harriman & Co.		NZD	64			USD	51			12/19/14		1,036
Goldman Sachs Bank USA		BRL	108			USD	44			11/04/14		599
Goldman Sachs Bank USA		USD	43			BRL	108			11/04/14		(35	)
Goldman Sachs Bank USA		USD	0	*		IDR	4,470			11/21/14		5
Goldman Sachs Bank USA		BRL	108			USD	43			12/02/14		61
JPMorgan Chase Bank		GBP	209			USD	337			11/14/14		2,470
Royal Bank of Scotland PLC		BRL	108			USD	44			11/04/14		904
Royal Bank of Scotland PLC		USD	44			BRL	108			11/04/14		(599	)

											$	12,208


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			33

Portfolio of Investments

CALL OPTIONS WRITTEN (see Note D)


Description	Contracts		Exercise Price		Expiration Month		Premiums Received		U.S. $ Value
iShares Russell 2000 ETF⁽ⁱ⁾		80	$	119.00		November 2014	$	5,917	$	(5,917	)
SPDR S&P 500 ETF Trust⁽ⁱ⁾		23		201.00		November 2014		2,069		(6,233	)

							$	7,986	$	(12,150	)

PUT OPTIONS WRITTEN (see Note D)


Description	Contracts		Exercise Price		Expiration Month		Premiums Received		U.S. $ Value
SPDR S&P 500 ETF Trust⁽ⁱ⁾		16	$	178.00		November 2014	$	2,479	$	(144	)
SPDR S&P 500 ETF Trust⁽ⁱ⁾		31		188.00		November 2014		1,828		(791	)

							$	4,307	$	(935	)

CREDIT DEFAULT SWAPTIONS WRITTEN (see Note D)


Description	Counterparty	Buy/Sell Protection		Strike Rate			Expiration Date		Notional Amount (000)		Premiums Received		Market Value
Put –CDX-NAHY-23, 5 Year Index	Bank of America, NA		Sell		105	%		11/19/14	$	3,200	$	7,680	$	(6,479	)
Put –CDX-NAHY-23, 5 Year Index	Goldman Sachs International		Sell		100			12/17/14		560		1,652		(857	)

											$	9,332	$	(7,336	)

CENTRALLY CLEARED CREDIT DEFAULT SWAPS (see Note D)


Clearing Broker/(Exchange) & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at October 31, 2014			Notional Amount (000)		Market Value			Unrealized Appreciation/ (Depreciation)
Buy Contracts
Citigroup Global Markets, Inc./(INTRCONX):
CDX-NAHY Series 22, 5 Year Index, 6/20/19*		(5.00	)%		3.15	%	$	990	$	(79,720	)	$	(30,683	)

Sale Contracts
Citigroup Global Markets, Inc./(INTRCONX):
CDX-NAHY Series 22, 5 Year Index, 6/20/19*		5.00			3.15			572		46,035			19,587
CDX-NAHY Series 22, 5 Year Index, 6/20/19*		5.00			3.15			279		22,456			8,643
CDX-NAHY Series 22, 5 Year Index, 6/20/19*		5.00			3.15			139		11,229			4,322

									$	– 0	–	$	1,869

Termination date


34		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

Portfolio of Investments

CREDIT DEFAULT SWAPS (see Note D)


Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at October 31, 2014			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Buy Contracts
Credit Suisse International:
Western Union Co., 3.65%, 8/22/18, 9/20/17*		(1.00	)%		0.59	%	$	60	$	(710	)	$	(769	)	$	59

Sale Contracts
Bank of America, NA:
KB Home, 9.10%, 9/15/17, 9/20/19*		5.00			3.03			30		2,727			2,326			401
Barclays Bank PLC:
Altice Finco S.A., 9.00%, 6/15/23, 12/20/19*		5.00			4.50		EUR	40		1,411			2,093			(682	)
Credit Suisse International:
Western Union Co., 3.65%, 8/22/18, 9/20/19*		1.00			1.35		$	40		(666	)		(544	)		(122	)
Goldman Sachs International:
Convatec Healthcare E S.A., 10.875%, 12/15/18, 9/20/19*		5.00			1.63		EUR	50		10,216			9,738			478
NXP B.V., 5.75%, 2/15/21, 9/20/19*		5.00			1.78			40		7,781			7,130			651
JPMorgan Chase Bank, NA:
Virgin Media Finance PLC, 7.00%, 4/15/23, 9/20/19*		5.00			2.14			60		10,318			7,323			2,995
Wind Acquisition Finance S.A., 11.75%, 7/15/17, 9/20/19*		5.00			4.26			70		3,193			6,164			(2,971	)
Morgan Stanley & Co. International PLC:
AK Steel Corp., 7.625%, 5/15/20, 9/20/19*		5.00			5.62		$	30		(664	)		355			(1,019	)
American Axle & Manufacturing, 6.625%, 10/15/22, 9/20/19*		5.00			2.60			50		5,590			5,391			199
Amkor Technology, Inc., 7.375%, 5/1/18, 9/20/19*		5.00			3.28			20		1,589			2,252			(663	)
Avis Budget Car Rental LLC, 8.25%, 1/15/19, 9/20/19*		5.00			2.82			40		4,061			4,949			(888	)
DISH DBS Corp., 6.75%, 6/1/21, 9/20/19*		5.00			1.76			160		24,458			22,170			2,288


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			35

Portfolio of Investments


Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at October 31, 2014			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Freescale Semiconductor, Inc., 8.05%, 2/1/20, 9/20/19*		5.00	%		3.01	%	$	80	$	7,342		$	7,237		$	105
Goodyear Tire & Rubber Co., 7.00%, 3/15/28, 9/20/19*		5.00			2.62			60		6,631			6,813			(182	)
Levi Strauss & Co., 7.625%, 5/15/20, 9/20/19*		5.00			2.71			50		5,332			5,870			(538	)
MGM Resorts International, 7.625%, 1/15/17, 9/20/19*		5.00			2.54			160		18,340			16,870			1,470
Sanmina Corp., 7.00%, 5/15/19, 9/20/19*		5.00			2.39			40		4,869			3,708			1,161
Telecome Italia SpA, 5.375%, 1/29/19, 9/20/19*		1.00			1.83		EUR	80		(3,873	)		(4,395	)		522
U.S. Steel Corp., 6.65%, 6/1/37, 9/20/19*		5.00			2.52		$	40		4,637			2,220			2,417

									$	112,582		$	106,901		$	5,681

Termination date

TOTAL RETURN SWAPS (see Note D)


Counterparty & Referenced Obligation	# of Shares or Units		Rate Paid			Notional Amount (000)		Maturity Date		Unrealized Appreciation/ (Depreciation)
Receive Total Return on Referenced Obligation
Goldman Sachs International
iBoxx $ Liquid High Yield Total Return Index		867		0.233	%	USD	198		12/20/14	$	6,268
JPMorgan Chase Bank, NA
iBoxx $ Liquid High Yield Total Return Index		851		0.231			200		12/20/14		459
Morgan Stanley & Co. International PLC
iBoxx $ Liquid High Yield Total Return Index		857		0.121			200		12/22/14		1,966

										$	8,693


36		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

Portfolio of Investments

Contract amount less than 500.

(a)

(b)

Non-income producing security.

(c)

Restricted and illiquid security.

Restricted Securities

Acquisition
Date

Cost

Market
Value

Percentage of
Net Assets

Momentive Performance Materials, Inc. 8.875%, 10/15/20

7/16/14

– 0

–

– 0

–

0.00

(d)

Pay-In-Kind Payments (PIK). The issuer may pay cash interest and/or interest in additional debt securities. Rates shown are the rates in effect at October 31, 2014.

(e)

Convertible security.

(f)

Coupon rate adjusts periodically based upon a predetermined schedule. Stated interest rate in effect at October 31, 2014.

(g)

Securities are perpetual and, thus, do not have a predetermined maturity date. The date shown, if applicable, reflects the next call date.

(h)

Floating Rate Security. Stated interest rate was in effect at October 31, 2014.

(i)

One contract relates to 100 shares.

(j)

To obtain a copy of the fund’s financial statements, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

(k)

Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

Currency Abbreviations:

AUD – Australian Dollar

BRL – Brazilian Real

CAD – Canadian Dollar

EUR – Euro

GBP – Great British Pound

IDR – Indonesian Rupiah

JPY – Japanese Yen

NZD – New Zealand Dollar

SEK – Swedish Krona

TRY – Turkish Lira

USD – United States Dollar

ZAR – South African Rand

Glossary:

CDX-NAHY – North American High Yield Credit Default Swap Index

CMBS – Commercial Mortgage-Backed Securities

ETF – Exchange Traded Fund

GSE – Government-Sponsored Enterprise

INTRCONX – Inter-Continental Exchange

REIT – Real Estate Investment Trust

RTP – Right to Pay

SPDR – Standard & Poor’s Depository Receipt

SPY – SPDR Trust Series I

TLT – iShares Barclays 20 Year Treasury Bond Fund

See notes to financial statements.


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			37

Portfolio of Investments

STATEMENT OF ASSETS & LIABILITIES

October 31, 2014


Assets
Investments in securities, at value
Unaffiliated issuers (cost $18,137,195)	$	17,843,255
Affiliated issuers (cost $1,840,889)		1,840,889
Foreign currencies, at value (cost $12,220)		12,227
Due from broker		5,060	^(a)
Dividends and interest receivable		301,558
Upfront premiums paid on credit default swaps		112,609
Unamortized offering expense		99,120
Receivable from Adviser		37,603
Receivable for investment securities sold		40,418
Unrealized appreciation on forward currency exchange contracts		16,440
Unrealized appreciation on credit default swaps		12,746
Unrealized appreciation on total return swaps		8,693

Total assets		20,330,618

Liabilities
Payable for investment securities purchased		102,701
Audit and tax fee payable		85,073
Dividends payable		64,388
Custody fee payable		31,115
Options written, at value (premiums received $21,625)		20,421
Offering expenses payable		10,870
Unrealized depreciation on credit default swaps		7,065
Upfront premiums received on credit default swaps		5,708
Unrealized depreciation on forward currency exchange contracts		4,232
Payable for terminated credit default swaps		3,524
Transfer Agent fee payable		1,519
Payable for variation margin on exchange-traded derivatives		1,140
Distribution fee payable		21
Accrued expenses and other liabilities		30,150

Total Liabilities		367,927

Net Assets	$	19,962,691

Composition of Net Assets
Capital stock, at par	$	2,015
Additional paid-in capital		20,137,506
Undistributed net investment income		64,724
Accumulated net realized gain on investment and foreign currency transactions		26,125
Net unrealized depreciation of investments and foreign currency denominated assets and liabilities		(267,679	)

	$	19,962,691

(a)

Represents amount on deposit at broker as collateral for open derivatives contracts.

See notes to financial statements.


38		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

Statement of Assets & Liabilities

Net Asset Value Per Share—30 billion shares of capital stock authorized, $.001 par value


Class	Net Assets		Shares Outstanding		Net Asset Value

A	$	29,114		2,939	$	9.91	*

C	$	9,910		1,000	$	9.91

Advisor Class	$	136,644		13,791	$	9.91

R	$	9,910		1,000	$	9.91

K	$	9,910		1,000	$	9.91

I	$	19,757,293		1,994,000	$	9.91

Z	$	9,910		1,000	$	9.91

The maximum offering price per share for Class A shares was $10.35 which reflects a sales charge of 4.25%.

See notes to financial statements.


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			39

Statement of Assets & Liabilities

STATEMENT OF OPERATIONS

Period from July 15, 2014* to October 31, 2014


Investment Income
Interest	$	232,015
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $23)		7,503
Affiliated issuers		868		$	240,386

Expenses
Advisory fee (see Note B)		35,279
Distribution fee—Class A		14
Distribution fee—Class C		29
Distribution fee—Class R		15
Distribution fee—Class K		8
Transfer agency—Class A		2,436
Transfer agency—Class C		1,517
Transfer agency—Advisor Class		1,679
Transfer agency—Class R		2
Transfer agency—Class K		1
Transfer agency—Class I		1,171
Transfer agency—Class Z		1
Audit and tax		85,073
Amortization of offering expenses		41,653
Custodian		31,115
Administrative		19,919
Legal		11,984
Printing		11,453
Registration fees		4,846
Directors’ fees		2,165
Miscellaneous		6,372

Total expenses		256,732
Less: expenses waived and reimbursed by the Adviser (see Note B)		(209,617	)

Net expenses					47,115

Net investment income					193,271

Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net realized gain (loss) on:
Investment transactions					18,553
Swaps					10,247
Futures					(2	)
Options written					(2,363	)
Foreign currency transactions					68,605
Net change in unrealized appreciation/depreciation of:
Investments					(293,940	)
Swaps					16,243
Futures					(2,507	)
Options written					1,204
Foreign currency denominated assets and liabilities					11,321

Net loss on investment and foreign currency transactions					(172,639	)

Net Increase in Net Assets from Operations				$	20,632

Commencement of operations.

See notes to financial statements.


40		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

Statement of Operations

STATEMENT OF CHANGES IN NET ASSETS


	July 15, 2014* to October 31, 2014
Increase (Decrease) in Net Assets from Operations
Net investment income	$	193,271
Net realized gain on investment and foreign currency transactions		95,040
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(267,679	)

Net increase in net assets from operations		20,632
Dividends to Shareholders from
Net investment income
Class A		(192	)
Class C		(72	)
Advisor Class		(202	)
Class R		(87	)
Class K		(94	)
Class I		(203,083	)
Class Z		(102	)
Capital Stock Transactions
Net increase		20,145,891
Total increase		19,962,691

Net Assets
Beginning of period		– 0	–

End of period (including undistributed net investment income of $64,724)	$	19,962,691

Commencement of operations.

See notes to financial statements.


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			41

Statement of Changes In Net Assets

NOTES TO FINANCIAL STATEMENTS

October 31, 2014

NOTE A

Significant Accounting Policies

AllianceBernstein Bond Fund, Inc. (the “Fund”) is registered under the Investment Company Act of 1940 as an open-end management investment company. The Fund, which is a Maryland corporation, operates as a series company comprised of nine portfolios currently in operation: the Intermediate Bond Portfolio, the Bond Inflation Strategy Portfolio, the Municipal Bond Inflation Strategy Portfolio, the Real Asset Strategy Portfolio, the Limited Duration High Income Portfolio, the Government Reserves Portfolio, the Tax-Aware Fixed Income Portfolio, the AllianceBernstein Credit Long/Short Portfolio and the High Yield Portfolio. They are each diversified Portfolios, with the exception of the Limited Duration High Income Portfolio, the AllianceBernstein Credit Long/Short Portfolio and the AllianceBernstein High Yield Portfolio, which are non-diversified. The Tax-Aware Fixed Income Portfolio commenced operations on December 11, 2013. The Credit Long/Short Portfolio commenced operations on May 7, 2014. The High Yield Portfolio commenced operations on July 15, 2014. Each Portfolio is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the High Yield Portfolio (the “Portfolio”). The Portfolio has authorized the issuance of Class A, Class B, Class C, Advisor Class, Class R, Class K, Class I, Class Z, Class 1 and Class 2 shares. Class B, Class 1 and Class 2 are not currently being offered. As of October 31, 2014, AllianceBernstein L.P. (the “Adviser”) was the sole shareholder of Class C, Class R, Class K, Class I and Class Z shares. Class A shares are sold with a front end sales charge of up to 4.25% for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase. Class R and Class K shares are sold without an initial or contingent deferred sales charge. Advisor Class, Class I and Class Z shares are sold without an initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All ten classes of shares have identical voting, dividend, liquidation and other rights, except that the classes bear different distribution and transfer agency expenses. Each class has exclusive voting rights with respect to its distribution plan. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation


42		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

Notes to Financial Statements

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, the Adviser will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures contracts are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less. If the original term to maturity exceeded 60 days, the securities are valued by a pricing service, if a market price is available. If a market price is not available, the securities are valued by using amortized cost as of the 61st day prior to maturity. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			43

Notes to Financial Statements

transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

•

Level 1—quoted prices in active markets for identical investments

•

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The fair value of debt instruments, such as bonds, and over-the-counter derivatives is generally based on market price quotations, recently executed market transactions (where observable) or industry recognized modeling techniques and are generally classified as Level 2. Pricing vendor inputs to Level 2 valuations may include quoted prices for similar investments in active markets, interest rate curves, coupon rates, currency rates, yield curves, option adjusted spreads, default rates, credit spreads and other unique security features in order to estimate the relevant cash flows which is then discounted to calculate fair values. If these inputs are unobservable and significant to the fair value, these investments will be classified as Level 3. In addition, non-agency rated investments are classified as Level 3.


44		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

Notes to Financial Statements

Valuations of mortgage-backed or other asset-backed securities, by pricing vendors, are based on both proprietary and industry recognized models and discounted cash flow techniques. Significant inputs to the valuation of these instruments are value of the collateral, the rates and timing of delinquencies, the rates and timing of prepayments, and default and loss expectations, which are driven in part by housing prices for residential mortgages. Significant inputs are determined based on relative value analyses, which incorporate comparisons to instruments with similar collateral and risk profiles, including relevant indices. Mortgage and asset backed securities for which management has collected current observable data through pricing services are generally categorized within Level 2. Those investments for which current observable data has not been provided are classified as Level 3.

Bank loan prices are provided by third party pricing services and consist of a composite of the quotes received by the vendor into a consensus price. Bank loans are classified as Level 3, as significant input used in the fair value measurement of these instruments is the market quotes that are received by the vendor and these inputs are not observable.


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			45

Notes to Financial Statements

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of October 31, 2014:

Investments in
Securities

Level 1

Level 2

Level 3

Total

Assets:

Corporates – Non-Investment Grade

– 0

–

14,439,196

207,734

^{^}

14,646,930

Corporates – Investment Grade

– 0

–

1,044,674

34,600

1,079,274

Common Stocks

441,955

– 0

–

– 0

–

441,955

Preferred Stocks

366,892

– 0

–

– 0

–

366,892

Bank Loans

– 0

–

– 0

–

326,756

Collateralized Mortgage Obligations

– 0

–

– 0

–

262,347

Commercial Mortgage-Backed Securities

– 0

–

– 0

–

238,158

Emerging Markets – Corporate Bonds

– 0

–

180,700

– 0

–

180,700

Governments – Sovereign Bonds

– 0

–

68,093

– 0

–

68,093

Governments – Treasuries

– 0

–

42,521

– 0

–

42,521

Emerging Markets – Sovereigns

– 0

–

41,433

– 0

–

41,433

Governments – Sovereign Agencies

– 0

–

41,226

– 0

–

41,226

Options Purchased – Calls

– 0

–

39,283

– 0

–

39,283

Options Purchased – Puts

– 0

–

12,940

– 0

–

12,940

Warrants

3,488

– 0

–

– 0

–

3,488

Short-Term Investments:

Investment Companies

1,840,889

– 0

–

– 0

–

1,840,889

Time Deposits

– 0

–

51,259

– 0

–

51,259

Total Investments in Securities

2,653,224

15,961,325

1,069,595

19,684,144

Other Financial Instruments*:

Assets

Credit Default Swaps

– 0

–

12,746

– 0

–

12,746

Centrally Cleared Credit Default Swaps

– 0

–

32,552

– 0

–

32,552

^†

Forward Currency Exchange Contracts

– 0

–

16,440

– 0

–

16,440

Total Return Swaps

– 0

–

8,693

– 0

–

8,693

Liabilities

Credit Default Swaps

– 0

–

(7,065

)

– 0

–

(7,065

)

Centrally Cleared Credit Default Swaps

– 0

–

(30,683

)

– 0

–

(30,683

)^†

Futures

(2,507

)

– 0

–

– 0

–

(2,507

)^†

Forward Currency Exchange Contracts

– 0

–

(4,232

)

– 0

–

(4,232

)

Call Options Written

– 0

–

(12,150

)

– 0

–

(12,150

)

Put Options Written

– 0

–

(935

)

– 0

–

(935

)

Credit Default Swaptions Written

– 0

–

(7,336

)

– 0

–

(7,336

)

Total**

2,650,717

15,969,355

1,069,595

19,689,667

The Portfolio held securities with zero market value at period end.

Other financial instruments are derivative instruments, such as futures, forwards and swap contracts which are valued at the unrealized appreciation/depreciation on the instrument. Other financial instruments may also include written options and swaptions which are valued at market value.


46		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

Notes to Financial Statements

†

Only variation margin receivable/payable at period end is reported within the statements of assets and liabilities. This amount reflects cumulative appreciation/depreciation of exchange-traded derivatives as reported in the portfolio of investments.

There were no transfers between any levels during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instrument was transferred at the beginning of the reporting period.

The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value.


	Corporates - Non-Investment Grade			Corporates - Investment Grade			Bank Loans			Collateralized Mortgage Obligations
Balance as of 07/15/14*	$	– 0	–	$	– 0	–	$	– 0	–	$	– 0	–
Accrued discounts/ (premiums)		(1,147	)		(2	)		(74	)		(2,082	)
Realized gain (loss)		– 0	–		– 0	–		(171	)		(2,758	)
Change in unrealized appreciation/depreciation		(4,954	)		(7,389	)		(3,172	)		(17,324	)
Purchases		213,835			41,991			364,432			317,541
Sales/Paydown		– 0	–		– 0	–		(34,259	)		(33,030	)
Transfers into Level 3		– 0	–		– 0	–		– 0	–		– 0	–
Transfers out of Level 3		– 0	–		– 0	–		– 0	–		– 0	–

Balance as of 10/31/14	$	207,734		$	34,600		$	326,756		$	262,347

Net change in unrealized appreciation/depreciation from investments held as of 10/31/14**	$	(4,954	)	$	(7,389	)	$	(3,172	)	$	(17,324	)

	Commercial Mortgage-Backed Securities			Totals
Balance as of 07/15/14*	$	– 0	–	$	– 0	–
Accrued discounts/ (premiums)		58			(3,247	)
Realized gain (loss)		– 0	–		(2,929	)
Change in unrealized appreciation/depreciation		(5,041	)		(37,880	)
Purchases		243,141			1,180,940
Sales/Paydown		– 0	–		(67,289	)
Transfers into Level 3		– 0	–		– 0	–
Transfers out of Level 3		– 0	–		– 0	–

Balance as of 10/31/14	$	238,158		$	1,069,595	⁺

Net change in unrealized appreciation/depreciation from investments held as of 10/31/14**	$	(5,041	)	$	(37,880	)


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			47

Notes to Financial Statements

Commencement of operations.

There were no transfers into or out of Level 3 during the reporting period.

The unrealized appreciation/depreciation is included in net change in unrealized appreciation/depreciation of investments and other financial instruments in the accompanying statement of operations.

As of October 31, 2014 all Level 3 securities were priced by third party vendors.

The Adviser has established a Valuation Committee (the “Committee”) which is responsible for overseeing the pricing and valuation of all securities held in the Portfolios. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments, process at vendors, 2) daily comparisons of security valuation versus prior day for all securties that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation


48		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

Notes to Financial Statements

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation and depreciation of foreign currency denominated assets and liabilities.

4. Taxes

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a prorate basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			49

Notes to Financial Statements

7. Dividends and Distributions

8. Offering Expenses

Offering expenses of $140,773 were deferred and amortized on a straight line basis over a one year period starting from July 15, 2014 (commencement of operations).

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .60% of the first $2.5 billion, .55% of the next $2.5 billion and .50% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis (the “Expense Caps”) to 1.05%, 1.80%, .80%, 1.30%, 1.05%, .80%, and .80% of the daily average net assets for the Class A, Class C, Advisor Class, Class R, Class K, Class I, and Class Z shares, respectively.

Under the agreement, any fees waived and expenses borne by the Adviser may be reimbursed by the Portfolio until the end of the third fiscal year after the fiscal period in which the fee was waived or the expense was borne, provided that no reimbursement payment will be made that would cause the Portfolio’s total annual fund operating expenses to exceed the net fee percentages set forth in the preceding paragraph. This fee waiver and/or expense reimbursement agreement may not be terminated by the Adviser before July 15, 2015. For the period ended October 31, 2014, such waiver/reimbursement amounted to $189,698.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the period ended October 31, 2014, the Adviser voluntarily agreed to waive such fees in the amount of $19,919.


50		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

Notes to Financial Statements

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, serves as the distributor of the Portfolio’s shares. The Distributor has advised the Portfolio that it has retained front-end sales charges of $49 from the sale of Class A shares and received $0 and $0 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A and Class C shares, respectively, for the period ended October 31, 2014.

The Portfolio may invest in the AllianceBernstein Fixed-Income Shares, Inc.—Government STIF Portfolio (“Government STIF Portfolio”), an open-end management investment company managed by the Adviser. The Government STIF Portfolio is offered as a cash management option to mutual funds and other institutional accounts of the Adviser, and is not available for direct purchase by members of the public. The Government STIF Portfolio pays no investment management fees but does bear its own expenses. A summary of the Portfolio’s transactions in shares of the Government STIF Portfolio for the period ended October 31, 2014 is as follows:


Market Value July 15, 2014* (000)			Purchases at Cost (000)		Sales Proceeds (000)		Market Value October 31, 2014 (000)		Dividend Income (000)
	$ – 0	–	$	20,429	$	18,588	$	1,841	$	1

Commencement of operations.

Brokerage commissions paid on investment transactions for the period ended October 31, 2014 amounted to $4,015, none of which was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

NOTE C

Distribution Services Agreement

The Portfolio has adopted a Distribution Services Agreement (the “Agreement”) pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Agreement, the Portfolio pays distribution and servicing fees to the Distributor at an annual rate of up to .25% of the Portfolio’s average daily net assets attributable to Class A shares, 1% of the Portfolio’s average daily net assets attributable to Class C shares, .50% of the Portfolio’s average daily net assets attributable to Class R shares and .25% of the Portfolio’s average daily net assets attributable to Class K shares. There are no distribution and servicing fees on the Advisor Class, Class I and Class Z shares. The fees are accrued daily and paid monthly. The Agreement provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. Since the commencement of the Portfolio’s operations, the Distributor has incurred expenses in excess of the distribution costs reimbursed by the Portfolio in the amount of $4 for Class K shares. While such costs may be recovered from the Portfolio in future periods so long as the Agreement is in effect, the rate of the distribution and servicing fees payable under the Agreement may not be increased without a shareholder vote. In accordance with the Agreement, there


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			51

Notes to Financial Statements

is no provision for recovery of unreimbursed distribution costs incurred by the Distributor beyond the current fiscal year for Class A shares. The Agreement also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the period ended October 31, 2014, were as follows:


	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	18,716,812		$	752,963
U.S. government securities		– 0	–		– 0	–

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation (excluding foreign currency exchange contracts, swaps, and futures) are as follows:


Cost	$	19,978,357

Gross unrealized appreciation	$	112,491
Gross unrealized depreciation		(406,704	)

Net unrealized depreciation	$	(294,213	)

1. Derivative Financial Instruments

The principal types of derivatives utilized by the Portfolio, as well as the methods in which they may be used are:

•

Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sales commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.


52		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

Notes to Financial Statements

Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar.

During the period ended October 31, 2014, the Portfolio held foreign-currency exchange contracts for non-hedging purposes.

•

Futures

The Portfolio may buy or sell futures for investment purposes or for the purpose of hedging its portfolio against adverse effects of potential movements in the market. The Portfolio bears the market risk that arises from changes in the value of these instruments and the imperfect correlation between movements in the price of the futures and movements in the price of the assets, reference rates or indices which they are designed to track. Among other things, the Portfolio may purchase or sell futures for foreign currencies or options thereon for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

At the time the Portfolio enters into a future, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Such amount is shown as due from broker on the statement of assets and liabilities. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for exchange-traded futures is generally less than privately negotiated futures, since the clearinghouse, which is the issuer or counterparty to each exchange-traded future, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Use of long futures subjects the Portfolio to risk of loss in excess of the amounts shown on the statement of assets and liabilities, up to the notional value of the future. Use of short futures subjects the Portfolio to unlimited risk of loss. Under some circumstances, futures exchanges may establish daily limits on the amount that the price of a future can vary from the previous day’s settlement price, which could effectively prevent liquidation of unfavorable positions.

During the period ended October 31, 2014, the Portfolio held futures for hedging and non-hedging purposes.


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			53

Notes to Financial Statements

•

Option Transactions

For hedging and investment purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign securities, including government securities, and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. Among other things, the Portfolio may use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions” and may use options strategies involving the purchase and/or writing of various combinations of call and/or put options, for hedging and investment purposes.


54		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

Notes to Financial Statements

During the period ended October 31, 2014, the Portfolio held purchased options for hedging purposes.

During the period ended October 31, 2014, the Portfolio held written options for hedging purposes.

During the period ended October 31, 2014, the Portfolio held purchased swaptions for hedging purposes.

During the period ended October 31, 2014, the Portfolio held written swaptions for hedging purposes.

For the period ended October 31, 2014, the Portfolio had the following transactions in written options:


	Number of Contracts			Premiums Received
Options written outstanding as of 7/15/14*		– 0	–		– 0	–
Options written		303			17,673
Options expired		(36	)		(1,511	)
Options bought back		(117	)		(3,869	)
Options exercised		– 0	–		– 0	–

Options written outstanding as of 10/31/14		150		$	12,293

For the period ended October 31, 2014, the Portfolio had the following transactions in written swaptions:


	Notional Amount			Premiums Received
Swaptions written outstanding as of 7/15/14*		– 0	–		– 0	–
Swaptions written		6,462,535			13,816
Swaptions expired		(2,702,535	)		(4,484	)
Swaptions bought back		– 0	–		– 0	–
Swaptions exercised		– 0	–		– 0	–

Swaptions written outstanding as of 10/31/14		3,760,000		$	9,332

Commencement of operations.

•

Swaps

The Portfolio may enter into swaps to hedge its exposure to interest rates, credit risk, or currencies. The Portfolio may also enter into swaps for non-hedging purposes as a means of gaining market exposures including by making direct investments in foreign currencies, as described below under “Currency Transactions”. A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specified prices or rates for a specified amount of an underlying asset. The payment flows are usually netted against each other, with the difference being paid by one party to the other. In addition, collateral may be pledged or received by the Portfolio in accordance with the terms of the respective swaps to provide value and recourse to the Portfolio or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap.


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			55

Notes to Financial Statements

Risks may arise as a result of the failure of the counterparty to the swap to comply with the terms of the swap. The loss incurred by the failure of a counterparty is generally limited to the net interim payment to be received by the Portfolio, and/or the termination value at the end of the contract. Therefore, the Portfolio considers the creditworthiness of each counterparty to a swap in evaluating potential counterparty risk. This risk is mitigated by having a netting arrangement between the Portfolio and the counterparty and by the posting of collateral by the counterparty to the Portfolio to cover the Portfolio’s exposure to the counterparty. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities. The Portfolio accrues for the interim payments on swaps on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swaps on the statement of assets and liabilities, where applicable. Once the interim payments are settled in cash, the net amount is recorded as realized gain/(loss) on swaps on the statement of operations, in addition to any realized gain/(loss) recorded upon the termination of swaps. Upfront premiums paid or received are recognized as cost or proceeds on the statement of assets and liabilities and are amortized on a straight line basis over the life of the contract. Amortized upfront premiums are included in net realized gain/(loss) from swaps on the statement of operations. Fluctuations in the value of swaps are recorded as a component of net change in unrealized appreciation/depreciation of swaps on the statement of operations.

Certain standardized swaps, including certain interest rate swaps and credit default swaps, are (or soon will be) subject to mandatory central clearing. Cleared swaps are transacted through futures commission merchants (“FCMs”) that are members of central clearinghouses, with the clearinghouse serving as central counterparty, similar to transactions in futures contracts. Centralized clearing will be required for additional categories of swaps on a phased-in basis based on requirements published by the Securities Exchange Commission and Commodity Futures Trading Commission.

Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for swaps cleared through a central clearinghouse’s exchange is generally less than privately negotiated swaps,


56		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

Notes to Financial Statements

since the clearinghouse, which is the issuer or counterparty to each exchange-traded swap, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Credit Default Swaps:

The Portfolio may enter into credit default swaps, including to manage its exposure to the market or certain sectors of the market, to reduce its risk exposure to defaults by corporate and sovereign issuers held by the Portfolio, or to create exposure to corporate or sovereign issuers to which it is not otherwise exposed. The Portfolio may purchase credit protection (“Buy Contract”) or provide credit protection (“Sale Contract”) on the referenced obligation of the credit default swap. During the term of the swap agreement, the Portfolio receives/(pays) fixed payments from/(to) the respective counterparty, calculated at the agreed upon interest rate applied to the notional amount. If the Portfolio is a buyer/(seller) of protection and a credit event occurs, as defined under the terms of the swap agreement, the Portfolio will either (i) receive from the seller/(pay to the buyer) of protection an amount equal to the notional amount of the swap contract (the “Maximum Payout Amount”) and deliver/(take delivery of) the referenced obligation or (ii) receive/(pay) a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation.

In certain circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront premium received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swap agreements entered into by the Portfolio for the same reference obligation with the same counterparty. As of October 31, 2014, the Portfolio had Buy Contracts outstanding with respect to the same referenced obligation and counterparty as certain Sale Contracts which may partially offset the Maximum Payout Amount in the amount of $1,030,000.

Credit default swaps may involve greater risks than if the Portfolio had invested in the referenced obligation directly. Credit default swaps are subject to general market risk, liquidity risk, counterparty risk and credit risk. If the Portfolio is a buyer of protection and no credit event occurs, it will lose its investment. If the Portfolio is a seller of protection and a credit event occurs, the value of the referenced obligation received by the Portfolio coupled with the periodic payments previously received may be less than the Maximum Payout Amount it pays to the buyer, resulting in a net loss to the Portfolio.


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			57

Notes to Financial Statements

Implied credit spreads over U.S. Treasuries of comparable maturity utilized in determining the market value of credit default swaps on issuers as of period end are disclosed in the portfolio of investments. The implied spreads serve as an indicator of the current status of the payment/performance risk and typically reflect the market’s assessment of the likelihood of default by the issuer of the referenced obligation. The implied credit spread of a particular reference entity reflects the cost of buying/selling protection and may include upfront payments required to be made to enter into the agreement. Widening credit spreads typically represent a deterioration of the referenced entity’s credit soundness and greater likelihood of default or other credit event occurring as defined under the terms of the agreement. A credit spread identified as “Defaulted” indicates a credit event has occurred for the referenced entity or obligation.

During the period ended October 31, 2014, the Portfolio held credit default swaps for hedging and non-hedging purposes.

Total Return Swaps:

During the period ended October 31, 2014, the Portfolio held total return swaps for non-hedging purposes.

The Portfolio typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) or similar master agreements (collectively, “Master Agreements”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Portfolio typically may offset with the counterparty certain derivative financial instrument’s payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination.

Various master agreements govern the terms of certain transactions with counterparties, including transactions such as exchange-traded derivative transactions, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that


58		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

Notes to Financial Statements

improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Portfolio and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party. In the event of a default by a Master Agreements counterparty, the return of collateral with market value in excess of the Portfolio’s net liability, held by the defaulting party, may be delayed or denied.

The Portfolio’s Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Portfolio decline below specific levels (“net asset contingent features”). If these levels are triggered, the Portfolio’s counterparty has the right to terminate such transaction and require the Portfolio to pay or receive a settlement amount in connection with the terminated transaction. For additional details, please refer to netting arrangements by counterparty tables below.

At October 31, 2014 the Portfolio had entered into the following derivatives:

Asset Derivatives

Liability Derivatives

Derivative Type

Statement of
Assets and
Liabilities
Location

Fair Value

Statement of
Assets and
Liabilities
Location

Fair Value

Foreign exchange contracts

Unrealized appreciation on forward currency exchange contracts

16,440

Unrealized depreciation on forward currency exchange contracts

4,232

Credit contracts

Unrealized appreciation on credit default swaps

12,746

Unrealized depreciation on credit default swaps

7,065

Credit contracts

Receivable/Payable for variation margin on exchange-traded derivatives

32,552

Receivable/Payable for variation margin on exchange-traded derivatives

30,683

Credit contracts

Investments in securities, at value

9,699

Options written, at value

7,336

Interest Rate contracts

Unrealized appreciation on total return swaps

8,693

Interest Rate contracts

Investment in securities, at value

11,200


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			59

Notes to Financial Statements

Asset Derivatives

Liability Derivatives

Derivative Type

Statement of
Assets and
Liabilities
Location

Fair Value

Statement of
Assets and
Liabilities
Location

Fair Value

Equity contracts

Receivable/Payable for variation margin

on exchange-traded derivatives

2,507

Equity contracts

Investment in securities, at value

31,324

Options written, at value

13,085

Total

122,654

64,908

The effect of derivative instruments on the statement of operations for the period ended October 31, 2014:


Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Foreign exchange contracts	Net realized gain/(loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities	$	69,995		$	12,208

Foreign exchange contracts	Net realized gain/(loss) on investment transactions; Net change in unrealized appreciation/depreciation of investment transactions		(4,624	)		– 0	–

Credit contracts	Net realized gain/(loss) on investment transactions; Net change in unrealized appreciation/depreciation of investment transactions		(8,922	)		(3,621	)


60		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

Notes to Financial Statements


Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Credit contracts	Net realized gain/(loss) on swaps; Net change in unrealized appreciation/ depreciation of swaps	$	7,291		$	7,550

Credit Contracts	Net realized gain/(loss) on options written; Net change in unrealized appreciation/depreciation of options written		4,484			1,995

Interest rate contracts	Net realized gain/(loss) on investment transactions; Net change in unrealized appreciation/depreciation of investment transactions		– 0 –			4,778

Interest rate contracts	Net realized gain/(loss) on swaps; Net change in unrealized appreciation/ depreciation of swaps		2,956			8,693

Equity contracts	Net realized gain/(loss) on futures; Net change in unrealized appreciation/depreciation of futures		(2	)		(2,507	)

Equity contracts	Net realized gain/(loss) on investment transactions; Net change in unrealized appreciation/depreciation of investment transactions		34,210			(17,692	)

Equity contracts	Net realized gain/(loss) on options written; Net change in unrealized appreciation/depreciation of options written		(6,847	)		(791	)

Total		$	98,541		$	10,613


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			61

Notes to Financial Statements

The following table represents the volume of the Portfolio’s derivative transactions during the period ended October 31, 2014:


Centrally Cleared Credit Default Swaps:
Average notional amount of buy contracts	$	990,000	^(a)
Average notional amount of sale contracts	$	990,000	^(a)

Credit Default Swaps:
Average notional amount of buy contracts	$	60,000	^(b)
Average notional amount of sale contracts	$	1,349,202	^(c)

Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	427,448	^(c)
Average principal amount of sale contracts	$	1,575,280	^(c)

Futures:
Average notional amount of sale contracts	$	98,063	^(a)

Total Return Swaps:
Average notional amount	$	398,667	^(d)

Purchased Options Contracts:
Average monthly cost	$	36,371	^(c)

^(a)

Positions were open for one month during the period.

^(b)

Positions were open for two months during the period.

^(c)

Positions were open for four months during the period.

^(d)

Positions were open for three months during the period.

For financial reporting purposes, the Portfolio does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the statement of assets and liabilities.

All derivatives at period end were subject to netting arrangements. The following tables present the Portfolio’s derivative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/pledged by the Portfolio as of October 31, 2014:

Counterparty

Derivative
Assets
Subject to a
MA

Derivatives
Available for
Offset

Cash
Collateral
Received

Security
Collateral
Received

Net Amount
of Derivatives
Assets

Exchange-Traded Derivatives:

Citigroup Global Markets, Inc.

– 0

–

– 0

–

– 0

–

– 0

–

– 0

–

Morgan Stanley & Co., LLC*

42,345

(14,225

)

– 0

–

– 0

–

28,120

Total

42,345

(14,225

)

– 0

–

– 0

–

28,120

OTC Derivatives:

Bank of America, N.A.

10,481

(6,479

)

– 0

–

– 0

–

4,002

Barclays Bank PLC

1,411

– 0

–

– 0

–

– 0

–

1,411

Brown Brothers Harriman & Co.

12,401

(3,598

)

– 0

–

– 0

–

8,803

Goldman Sachs Bank USA

665

(35

)

– 0

–

– 0

–

630

Goldman Sachs International

26,210

(857

)

– 0

–

– 0

–

25,353

JPMorgan Chase Bank, N.A

16,619

– 0

–

– 0

–

– 0

–

16,619


62		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

Notes to Financial Statements


Counterparty	Derivative Assets Subject to a MA		Derivatives Available for Offset			Cash Collateral Received			Security Collateral Received			Net Amount of Derivatives Assets
Morgan Stanley & Co. International PLC	$	84,815	$	(4,537	)	$	– 0	–	$	– 0	–	$	80,278
Royal Bank of Scotland PLC		904		(599	)		– 0	–		– 0	–		305

Total	$	153,506	$	(16,105	)	$	– 0	–	$	– 0	–	$	137,401	^{^}

Counterparty

Derivative
Liabilities
Subject to a
MA

Derivatives
Available for
Offset

Cash
Collateral
Pledged

Security
Collateral
Pledged

Net Amount
of Derivatives
Liabilities

Exchange-Traded Derivatives:

Citigroup Global Markets, Inc.

– 0

–

– 0

–

– 0

–

– 0

–

– 0

–

Morgan Stanley & Co., LLC*

14,225

(14,225

)

– 0

–

– 0

–

– 0

–

Total

14,225

(14,225

)

– 0

–

– 0

–

– 0

–

OTC Derivatives:

Bank of America, N.A.

6,479

(6,479

)

– 0

–

– 0

–

– 0

–

Brown Brothers Harriman & Co.

3,598

(3,598

)

– 0

–

– 0

–

– 0

–

Credit Suisse International

1,376

- 0

– 0

–

– 0

–

1,376

Goldman Sachs Bank USA

(35

)

– 0

–

– 0

–

– 0

–

Goldman Sachs International

857

(857

)

– 0

–

– 0

–

– 0

–

Morgan Stanley & Co. International PLC

4,537

(4,537

)

– 0

–

– 0

–

– 0

–

Royal Bank of Scotland PLC

599

(599

)

– 0

–

– 0

–

– 0

–

Total

17,481

(16,105

)

– 0

–

– 0

–

1,376

^{^}

Cash has been posted for initial margin requirements for exchange-traded derivatives outstanding at October 31, 2014.

2. Currency Transactions


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			63

Notes to Financial Statements

NOTE E

Capital Stock

Each class consists of 3,000,000,000 authorized shares. Transactions in capital shares for each class were as follows:



	Shares		Amount
	July 15,2014* to October 31, 2014		July 15,2014* to October 31, 2014

Class A
Shares sold		2,929	$	29,153

Shares issued in reinvestment of dividends		10		102

Net increase		2,939	$	29,255

Class C
Shares sold		1,000	$	10,002

Net increase		1,000	$	10,002

Advisor Class
Shares sold		13,778	$	136,502

Shares issued in reinvestment of dividends		13		124

Net increase		13,791	$	136,626

Class R
Shares sold		1,000	$	10,002

Net increase		1,000	$	10,002

Class K
Shares sold		1,000	$	10,002

Net increase		1,000	$	10,002

Class I
Shares sold		1,994,000	$	19,940,002

Net increase		1,994,000		19,940,002

Class Z
Shares sold		1,000	$	10,002

Net increase		1,000	$	10,002

Commencement of operations.

At October 31, 2014, the Adviser owns approximately 99.27% of the Portfolio’s outstanding shares.

NOTE F

Risks Involved in Investing in the Portfolio

Interest Rate Risk and Credit Risk—Interest rate risk is the risk that changes in interest rates will affect the value of the Portfolio’s investments in fixed-income debt securities such as bonds or notes. Increases in interest rates may cause the value of the Portfolio’s investments to decline. Credit risk is the risk that the issuer or guarantor of a debt security, or the counterparty to a derivative contract, will be unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. The degree of risk for a particular security may be reflected in its credit rating. Credit risk is greater for medium


64		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

Notes to Financial Statements

quality and lower-rated securities. Lower-rated debt securities and similar unrated securities (commonly known as “junk bonds”) have speculative elements or are predominantly speculative risks.

Liquidity Risk—Liquidity risk exists when particular investments are difficult to purchase or sell, possibly preventing the Portfolio from selling out of these illiquid or relatively less liquid securities at an advantageous price. Causes of liquidity risk may include low trading volume, lack of a market maker, a large position, heavy redemptions, or legal restrictions that limit or prevent a Portfolio from selling securities or closing derivative positions at desirable prices or opportune times. Over recent years, the capacity of dealers to make markets in fixed income securities has been outpaced by the growth in the size of the fixed income markets. Liquidity risk may be magnified in a rising interest rate environment, where the value and liquidity of fixed income securities generally go down. Derivatives and securities involving substantial market and credit risk tend to involve greater liquidity risk. To the extent a Portfolio invests in municipal securities, the Portfolio is subject to more liquidity risk because the market for municipal securities is generally smaller than many other markets. Illiquid securities and relatively less liquid securities may also be difficult to value.

Emerging Market Risk—Investments in emerging market countries may have more risk because the markets are less developed and less liquid as well as being subject to increased economic, political, regulatory or other uncertainties.

Inflation Risk—This is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the value of the Portfolio’s assets can decline as can the value of the Portfolio’s distributions. This risk is significantly greater if the Portfolio invests a significant portion of its assets in fixed-income securities with longer maturities.


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			65

Notes to Financial Statements

foreign currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not as regulated as securities markets. Independent of the Portfolio’s investments in securities denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected on the statement of assets and liabilities.

Leverage Risk—When the Portfolio borrows money or otherwise leverages its investments, its performance may be volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Portfolio’s investments. The Portfolio may create leverage through the use of reverse repurchase arrangements, forward currency exchange contracts, forward commitments, dollar rolls or futures contracts or by borrowing money. The use of derivative instruments by the Portfolio, such as forwards, futures, options and swaps, may also result in a form of leverage. Leverage may result in higher returns to the Portfolio than if the Portfolio were not leveraged, but may also adversely affect returns, particularly if the market is declining.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE G

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 million revolving credit facility (the “Facility”) intended to provide short-term financing if necessary, subject to certain restrictions, in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the period ended October 31, 2014.


66		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

Notes to Financial Statements

NOTE H

Distributions to Shareholders

The tax character of distributions paid during the fiscal period were as follows:


	2014
Distributions paid from:
Ordinary income	$	203,832

Total taxable distributions paid	$	203,832

As of October 31, 2014, the components of accumulated earnings/(deficit) on a tax basis were as follows:


Undistributed ordinary income	$	166,021
Unrealized appreciation/(depreciation)		(279,262	)^(a)

Total accumulated earnings/(deficit)	$	(113,241	)^(b)

^(a)

^(b)

The differences between book-basis and tax-basis components of accumulated earnings/ (deficit) are attributable primarily to the amortization of offering costs and dividends payable.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of October 31, 2014, the Portfolio did not have any capital loss carryforwards.

During the current period, permanent differences primarily due to foreign currency reclassifications, the tax treatment of swaps, options, and futures, reclassifications of paydown gains/losses, and the tax treatment of offering costs resulted in a net decrease in distributions in excess of net investment income, a net decrease in accumulated net realized gain on investment and foreign currency transactions, and a net decrease in additional paid-in capital. These reclassifications had no effect on net assets.

NOTE I

Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			67

Notes to Financial Statements

FINANCIAL HIGHLIGHTS

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period


	Class A
	July 15, 2014^(a) to October 31,
	2014

Net asset value, beginning of period		$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.10
Net realized and unrealized loss on investment and foreign currency transactions		(.10	)

Net increase in net asset value from operations		.00

Less: Dividends
Dividends from net investment income		(.09	)

Net asset value, end of period		$ 9.91

Total Return
Total investment return based on net asset value^(d)		0.04	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$29
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(e)		1.05	%
Expenses, before waivers/reimbursements^(e)		49.84	%
Net investment income^(c)(e)		3.41	%
Portfolio turnover rate		5	%

See footnote summary on page 74.


68		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period


	Class C
	July 15, 2014^(a) to October 31,
	2014

Net asset value, beginning of period		$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.07
Net realized and unrealized loss on investment and foreign currency transactions		(.09	)

Net decrease in net asset value from operations		(.02	)

Less: Dividends
Dividends from net investment income		(.07	)

Net asset value, end of period		$ 9.91

Total Return
Total investment return based on net asset value^(d)		(0.18	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$10
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(e)		1.80	%
Expenses, before waivers/reimbursements^(e)		56.89	%
Net investment income^(c)(e)		2.28	%
Portfolio turnover rate		5	%

See footnote summary on page 74.


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			69

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period


	Advisor Class
	July 15, 2014^(a) to October 31,
	2014

Net asset value, beginning of period		$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.10
Net realized and unrealized loss on investment and foreign currency transactions		(.09	)

Net increase in net asset value from operations		.01

Less: Dividends
Dividends from net investment income		(.10	)

Net asset value, end of period		$ 9.91

Total Return
Total investment return based on net asset value^(d)		0.14	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$137
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(e)		0.80	%
Expenses, before waivers/reimbursements^(e)		33.51	%
Net investment income^(c)(e)		3.26	%
Portfolio turnover rate		5	%

See footnote summary on page 74.


70		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period


	Class R
	July 15, 2014^(a) to October 31,
	2014

Net asset value, beginning of period		$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.08
Net realized and unrealized loss on investment and foreign currency transactions		(.08	)

Net increase in net asset value from operations		.00

Less: Dividends
Dividends from net investment income		(.09	)

Net asset value, end of period		$ 9.91

Total Return
Total investment return based on net asset value^(d)		(0.03	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$10
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(e)		1.30	%
Expenses, before waivers/reimbursements^(e)		4.84	%
Net investment income^(c)(e)		2.78	%
Portfolio turnover rate		5	%

See footnote summary on page 74.


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			71

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period


	Class K
	July 15, 2014^(a) to October 31,
	2014

Net asset value, beginning of period		$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.09
Net realized and unrealized loss on investment and foreign currency transactions		(.09	)

Net increase in net asset value from operations		.00

Less: Dividends
Dividends from net investment income		(.09	)

Net asset value, end of period		$ 9.91

Total Return
Total investment return based on net asset value^(d)		0.05	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$10
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(e)		1.05	%
Expenses, before waivers/reimbursements^(e)		4.56	%
Net investment income^(c)(e)		3.03	%
Portfolio turnover rate		5	%

See footnote summary on page 74.


72		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period


	Class I
	July 15, 2014^(a) to October 31,
	2014

Net asset value, beginning of period		$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.10
Net realized and unrealized loss on investment and foreign currency transactions		(.09	)

Net increase in net asset value from operations		.01

Less: Dividends
Dividends from net investment income		(.10	)

Net asset value, end of period		$ 9.91

Total Return
Total investment return based on net asset value^(d)		0.12	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$19,757
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(e)		.80	%
Expenses, before waivers/reimbursements^(e)		4.27	%
Net investment income^(c)(e)		3.29	%
Portfolio turnover rate		5	%

See footnote summary on page 74.


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			73

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period


	Class Z
	July 15, 2014^(a) to October 31,
	2014

Net asset value, beginning of period		$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.10
Net realized and unrealized loss on investment and foreign currency transactions		(.09	)

Net increase in net asset value from operations		.01

Less: Dividends
Dividends from net investment income		(.10	)

Net asset value, end of period		$ 9.91

Total Return
Total investment return based on net asset value^(d)		0.12	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$10
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(e)		0.80	%
Expenses, before waivers/reimbursements^(e)		4.30	%
Net investment income^(c)(e)		3.28	%
Portfolio turnover rate		5	%

^(a)

Commencement of operations.

^(b)

Based on average shares outstanding.

^(c)

Net of expenses waived/reimbursed by the Adviser.

^(d)

^(e)

Annualized.

See notes to financial statements.


74		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

Financial Highlights

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Board of Directors of AllianceBernstein Bond Fund, Inc. and Shareholders of AllianceBernstein High Yield Portfolio

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AllianceBernstein High Yield Portfolio (one of the portfolios constituting AllianceBernstein Bond Fund, Inc. (the “Fund”)), as of October 31, 2014, and the related statements of operations, changes in net assets and financial highlights for the period July 15, 2014 (commencement of operations) to October 31, 2014. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2014, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AllianceBernstein High Yield Portfolio (one of the portfolios constituting AllianceBernstein Bond Fund, Inc.) at October 31, 2014, and the results of its operations, changes in its net assets and financial highlights for the period July 15, 2014 (commencement of operations) to October 31, 2014, in conformity with U.S. generally accepted accounting principles.

LOGO

New York, New York

December 29, 2014


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			75

Report of Independent Registered Public Accounting Firm

2014 FEDERAL TAX INFORMATION

(unaudited)

For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Portfolio during the taxable period ended October 31, 2014. For foreign shareholders, 50.55% of ordinary dividends paid may be considered to be qualifying to be taxed as interest-related dividends.


76		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

BOARD OF DIRECTORS

Marshall C. Turner, Jr.⁽¹⁾, Chairman

John H. Dobkin⁽¹⁾

Michael J. Downey⁽¹⁾

William H. Foulk, Jr.⁽¹⁾

D. James Guzy⁽¹⁾

Nancy P. Jacklin⁽¹⁾

Robert M. Keith, President and Chief Executive Officer

Garry L. Moody⁽¹⁾

Earl D. Weiner⁽¹⁾

OFFICERS

Philip L. Kirstein,

Senior Vice President and Independent Compliance Officer

Gershon M. Distenfeld⁽²⁾, Vice President

Sherif M. Hamid⁽²⁾, Vice President

Ivan Rudolph-Shabinsky⁽²⁾, Vice President

Ashish C. Shah⁽²⁾, Vice President

Joseph J. Mantineo, Treasurer and Chief Financial Officer

Emilie D. Wrapp, Secretary

Phyllis J. Clarke, Controller

Vincent S. Noto, Chief Compliance Officer

Custodian and Accounting Agent

Brown Brothers Harriman & Co.

50 Post Office Square

Boston, MA 02110

Principal Underwriter

AllianceBernstein Investments, Inc. 1345 Avenue of the Americas

New York, NY 10105

Transfer Agent

AllianceBernstein Investor Services, Inc. P.O. Box 786003

San Antonio, TX 78278-6003

Toll-Free (800) 221-5672

Independent Registered Public Accounting Firm

Ernst & Young LLP

5 Times Square

New York, NY 10036

Legal Counsel

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

(1)

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

(2)

The day-to-day management of, and investment decisions for, the Fund are made by its senior management team. Messrs. Distenfeld, Hamid, Rudolph-Shabinksy and Shah are the investment professionals with the most significant responsibility for the day-to-day management of the Fund’s portfolio.


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			77

Board of Directors

MANAGEMENT OF THE FUND


NAME, *ADDRESS, AGE, (YEAR FIRST ELECTED)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
INTERESTED DIRECTOR
Robert M. Keith, + 1345 Avenue of the Americas New York, NY 10105 54 (2014)	Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AllianceBernstein Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2004.		117	None


78		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

Management of the Fund


NAME, *ADDRESS, AGE, (YEAR FIRST ELECTED)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS
Marshall C. Turner, Jr., # Chairman of the Board 73 (2014)	Private Investor since prior to 2009. Former CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing), 2003-2006, and interim CEO 1999-2000. He has extensive operating and early-stage investment experience, including prior service as general partner of three institutional venture capital partnerships, and serves on the boards of three education and science-related non-profit organizations. He has served as a director of one AllianceBernstein fund since 1992, and director or trustee of multiple AllianceBernstein funds since 2005. He has been Chairman of the AllianceBernstein Funds since January 2014, and the Chairman of the Independent Directors Committees of such Funds since February 2014.		117	Xilinx, Inc. (programmable logic semi-conductors) and SunEdison, Inc. (semi-conductor substrates, solar materials and solar power plants) since prior to 2009 until July 2014

John H. Dobkin, # 72 (2014)	Independent Consultant since prior to 2009. Formerly, President of Save Venice, Inc. (preservation organization) from 2001–2002; Senior Advisor from June 1999-June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989-May 1999. Previously, Director of the National Academy of Design. He has served as a director or trustee of various AllianceBernstein Funds since 1992, and as Chairman of the Audit Committees of a number of such Funds from 2001-2008.		117	None


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			79

Management of the Fund


NAME, *ADDRESS, AGE, (YEAR FIRST ELECTED)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
Michael J. Downey, # 70 (2014)	Private Investor since prior to 2009. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities Inc. He has served as a director or trustee of the AllianceBernstein Funds since 2005 and is a director and Chairman of one other registered investment company.		117	Asia Pacific Fund, Inc. (registered investment company) since prior to 2009, Prospect Acquisition Corp. (financial services) from 2007 until 2009, and The Merger Fund (registered investment company) since prior to 2009 until 2013

William H. Foulk, Jr., # 82 (2014)	Investment Adviser and an Independent Consultant since prior to 2009. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings. He has served as a director or trustee of various AllianceBernstein Funds since 1983, and was Chairman of the Independent Directors Committees of the AllianceBernstein Funds from 2003 until early February 2014. He served as Chairman of such Funds from 2003 through December 2013. He is also active in a number of mutual fund related organizations and committees.		117	None


80		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

Management of the Fund


NAME, *ADDRESS, AGE, (YEAR FIRST ELECTED)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
D. James Guzy, # 78 (2014)	Chairman of the Board of SRC Computers, Inc. (semi-conductors), with which he has been associated since prior to 2009. He served as Chairman of the Board of PLX Technology (semi-conductors) since prior to 2009 until November 2013. He was a director of Intel Corporation (semi-conductors) from 1969 until 2008, and served as Chairman of the Finance Committee of such company for several years until May 2008. He has served as a director or trustee of one or more of the AllianceBernstein Funds since 1982.		117	PLX Technology (semi-conductors) since prior to 2009 until November 2013, and Cirrus Logic Corporation (semi-conductors) since prior to 2009 until July 2011

Nancy P. Jacklin, # 66 (2014)	Professorial Lecturer at the Johns Hopkins School of Advanced International Studies since 2008. Formerly, U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002-May 2006); Partner, Clifford Chance (1992-2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985-1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982-1985); and Attorney Advisor, U.S. Department of the Treasury (1973-1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AllianceBernstein Funds since 2006 and has been Chairman of the Governance and Nominating Committees of the Funds since August 2014.		117	None


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			81

Management of the Fund


NAME, *ADDRESS, AGE, (YEAR FIRST ELECTED)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
Garry L. Moody, # 62 (2014)	Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995); and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of both the Governing Council of the Independent Directors Council (IDC), an organization of independent directors of mutual funds, and the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AllianceBernstein Funds since 2008.		117	None

Earl D. Weiner, # 75 (2014)	Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AllianceBernstein Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AllianceBernstein Funds from 2007 until August 2014.		117	None


82		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

Management of the Fund

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

There is no stated term of office for the Fund’s Directors.

***

Mr. Keith is an “interested person” of the Portfolio as defined in the Investment Company Act of 1940, due to his position as a Senior Vice President of the Adviser.

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


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			83

Management of the Fund

Officer Information

Certain information concerning the Fund’s Officers is listed below.


NAME, ADDRESS*, AND AGE	POSITION(S) HELD WITH FUND	PRINCIPAL OCCUPATION DURING PAST 5 YEARS
Robert M. Keith 54	President and Chief Executive Officer	See biography above.

Philip L. Kirstein 69	Senior Vice President and Independent Compliance Officer	Senior Vice President and Independent Compliance Officer of the 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 March 2003.

Gershon M. Distenfeld 39	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2009.

Sherif M. Hamid 38	Vice President	Vice President and Portfolio Manager for High Yield of the Adviser, with which he has been associated with since 2013. Prior to joining the Adviser, he was at Barclays Capital where he was head of European Credit Strategy from 2011 to 2013, and a U.S. investment-grade credit strategist and U.S. high yield analyst from prior to 2009 to 2011.

Ivan Rudolph-Shabinsky 50	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2009.

Ashish C. Shah 44	Vice President	Senior Vice President, Head of Global Credit, and Chief Diversity Officer at the Adviser**, with which he has been associated since May, 2010. Previously he was a Managing Director and Head of Global Credit Strategy at Barclays Capital since prior to 2009 until May 2010.

Emilie D. Wrapp 58	Secretary	Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2009.

Joseph J. Mantineo 55	Treasurer and Chief Financial Officer	Senior Vice President of ABIS**, with which he has been associated since prior to 2009.

Vincent S. Noto 50	Chief Compliance Officer	Vice President and Mutual Fund Chief Compliance Officer of the Adviser since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser since 2009.

Phyllis J. Clarke 53	Controller	Vice President of ABIS**, with which she has been associated since prior to 2009.


84		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

Management of the Fund

The address for each of the Fund’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

The Adviser, ABI and ABIS are affiliates of the Fund.


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			85

Management of the Fund

Information Regarding the Review and Approval of the Portfolio’s Advisory Agreement

The disinterested directors (the “directors”) of AllianceBernstein Bond Fund, Inc. (the “Fund”) unanimously approved the application of the Fund’s Investment Advisory Contract (the “Advisory Agreement”) with the Adviser in respect of AllianceBernstein High Yield Portfolio (the “Portfolio”) for an initial two-year period at a meeting held on February 3-5, 2014.


86		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

Nature, Extent and Quality of Services to be Provided

Costs of Services to be Provided and Profitability

Fall-Out Benefits

Investment Results

Since the Portfolio had not yet commenced operations, no performance or other historical information for the Portfolio was available. The Adviser has managed


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			87

separate accounts using strategies similar to those proposed for the Portfolio. The directors reviewed performance information for a composite of accounts managed by the Adviser with investment strategies similar but not the same as those proposed for the Portfolio. Based on this information, together with the Adviser’s written and oral presentations regarding the management of the Portfolio and their general knowledge and confidence in the Adviser’s expertise in managing mutual funds, the directors concluded that they were satisfied that the Adviser was capable of providing high quality portfolio management services to the Portfolio.

Advisory Fee and Other Expenses

The directors considered the proposed advisory fee rate payable by the Portfolio and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a hypothetical common asset level of $250 million. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The information reviewed by the directors showed that, at the Portfolio’s hypothetical size of $250 million, its anticipated contractual advisory fee rate of 60 basis points was lower than the Expense Group median of 67 basis points.

The directors also considered the advisory fees the Adviser charges non-fund clients pursuing a similar investment style. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer. The directors noted that the institutional fee schedule and the Portfolio’s fee schedule started at different rates and that the institutional fee schedule had breakpoints at lower asset levels. The application of the institutional fee schedule to a hypothetical asset level of $250 million would result in a fee rate lower than the rate at the same asset level provided in the Advisory Agreement as proposed for the Portfolio. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those on the schedule reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements.

The directors considered the estimated total expense ratio of the Class A shares of the Portfolio assuming $250 million in assets under management in comparison to


88		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds similar to the Portfolio and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio.

The information reviewed by the directors showed that the Portfolio’s anticipated total expense ratio of 1.05%, giving effect to the proposed expense limitation agreement, was lower than the Expense Group median of 1.105% and the Expense Universe median of 1.106%. The directors concluded that the Portfolio’s anticipated expense ratio, taking into account the one-year expense limitation agreement, was satisfactory.

Economies of Scale

The directors noted that the proposed advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			89

consultant on economies of scale in the mutual fund industry and for the AllianceBernstein Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2013 meetings. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s shareholders would benefit from a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.


90		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and AllianceBernstein Bond Fund, Inc. (the “Fund”) in respect of AllianceBernstein High Yield Portfolio (the “Portfolio”),² prepared by Philip L. Kirstein, the Senior Officer of the Fund for the Directors of the Fund, as required by the August 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed initial approval of the Investment Advisory Agreement.

The Portfolio’s investment objective is to maximize total return while generating high current income. Under normal circumstances, the Portfolio invests at least 80% of its net assets in fixed income securities rated Ba1 or lower by Moody’s or BB+ or lower by S&P or Fitch and unrated securities considered by the Adviser to be of comparable quality, and related derivatives. The Portfolio invests in fixed income securities with a range of maturities from short- to long-term. The Portfolio may invest in securities denominated in foreign currencies and will generally hedge any foreign currency exposure through the use of currency related derivatives.

The Portfolio may also utilize derivative instruments for a variety of reasons, including providing long or short exposure to fixed income markets or particular fixed income securities, obtaining foreign currency exposure and for hedging purposes. The Portfolio’s use of derivatives may at times create aggregate notional exposure for the Portfolio in excess of its net assets, effectively leveraging the Portfolio.

The Adviser proposed the Barclays Capital U.S. High Yield Index (2% Issuer Cap) Index to be the primary benchmark for the Portfolio. The Adviser expects Lipper and Morningstar to place the Portfolio in their High Yield Funds category.

The Senior Officer’s fee evaluation was completed on January 24, 2014 and discussed with the Board of Directors on February 4-5, 2014.

Future references to the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratios refer to the Class A shares of the Portfolio.


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			91

The Senior Officer’s evaluation considered the following factors:

Advisory fees charged to institutional and other clients of the Adviser for like services;

Advisory fees charged by other mutual fund companies for like services;

Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

Profit margins of the Adviser and its affiliates from supplying such services;

Possible economies of scale as the Portfolio grows larger; and

Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what Section 36(b) requires: to face liability under Section 36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s length bargaining as the benchmark for reviewing challenged fees.”³

INVESTMENT ADVISORY FEES, NET ASSETS, & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth below for receiving the services to be provided pursuant to the Investment Advisory Agreement.

Jones v. Harris at 1427.


92		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO


Portfolio		Advisory Fee
High Yield Portfolio⁴^,⁵		0.60% on 1st $2.5 billion
		0.55% on next $2.5 billion
		0.50% on the balance

In addition to paying the advisory fee, the Investment Advisory Agreement provides for the Adviser to be reimbursed for providing administrative and accounting services.

The Portfolio‘s Expense Limitation Agreement calls for the Adviser to establish expense caps, set forth below, for a one year period after the date the date that shares of the Portfolio is first offered to the public. The Expense Limitation Agreement also provides a mechanism for reimbursing the Adviser for its expense cap subsidy. Under the Expense Limitation Agreement, the Adviser may be able to recoup all or a portion of the amounts waived or reimbursed until the end of three fiscal years after the fiscal period in which the amounts were waived or reimbursed to the extent that the reimbursements do not cause the expense ratios of the Portfolio’s share classes to exceed the expense caps. The Adviser’s ability to recoup offering expenses will terminate with the agreement.

Portfolio

Expense Cap Pursuant to
Expense Limitation
Undertaking

Estimated
Gross
Expense
Ratio ⁶

Fiscal
Year End

High Yield Portfolio

Class A Class C Class R Class K Class I Advisor Class 1 Class 2 Class Z

1.05

1.75

1.25

1.00

0.75

0.85

0.75

1.11

1.88

1.59

1.28

0.95

0.86

0.95

0.85

October 31

The proposed advisory fee schedule for the Portfolio has a higher effective fee rate than the advisory fee schedule of the High Income category, in which the Portfolio would have been categorized, had the Adviser proposed to implement the NYAG related fee schedule. The advisory fee schedule of the High Income category is as follows: 50 bp on the first $2.5 billion, 45 bp on the next $2.5 billion, and 40 bp on the balance.

The Adviser manages AllianceBernstein High Income Fund, Inc. (“High Income Fund, Inc.”). Prior to January 25, 2008, the High Income Fund, Inc. had an emerging market debt investment strategy and was known as AllianceBernstein Emerging Market Debt Fund, Inc. In addition, on or around January 25, 2008, High Income Fund, Inc. merged with other retail fixed income mutual funds managed by the Adviser: AllianceBernstein Corporate Debt Portfolio (“Corporate Debt Portfolio”) and AllianceBernstein High Yield Fund, Inc. (“High Yield Fund, Inc.”). Emerging Market Debt Fund, Inc., Corporate Debt Portfolio and High Yield Fund, Inc. were categorized as High Income and accordingly, their advisory fee schedules were identical to each other under the High Income category.

The Portfolio’s estimated gross expense ratios are based on an initial estimate of the Portfolio’s net assets at $250 million.


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			93

I.	ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services to be provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities, make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio will be more costly than those for institutional assets due to the greater complexities and time required for investment companies, although the Adviser will be reimbursed for providing some of these services. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors will be more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund since establishing a new mutual fund requires a large upfront investment and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. Managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.


94		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

set forth below are would have been the effective advisory fee of the Portfolio had the institutional fee schedule been applicable to the Portfolio, the Portfolio’s advisory fee and the differences between those fees based on an initial estimate of the Portfolio’s net assets at $250 million.⁸

Portfolio

Projected
Net Assets
($MM)

AllianceBernstein
Institutional
Fee Schedule⁹

Effective
AB Inst.
Adv. Fee (%)

Fund
Advisory
Fee (%)

Difference

High Yield Portfolio

250.0

U.S. High Yield

0.55% on 1st $50 million 0.30% on the balance

Minimum account size: $50m

0.350

0.600

0.250

The Adviser also manages and sponsors retail mutual funds, which are organized in jurisdictions outside the United States, generally Luxembourg and Japan, and sold to non-United States resident investors. The Adviser charges the following fee for the Luxembourg fund that has a somewhat similar investment style as the Portfolio:


Portfolio	Luxembourg Fund	Fee¹⁰
High Yield Portfolio¹¹	U.S. High Yield
	Class A2	1.20%
	Class I2 (Institutional)	0.65%

The AllianceBernstein Investment Trust Management mutual funds (“ITM”), which are offered to investors in Japan, have an “all-in” fee to compensate the Adviser for investment advisory as well as fund accounting and administrative related services. The table below shows the fee schedule of the ITM mutual fund that has a somewhat similar investment style as the Portfolio:


Portfolio	ITM Mutual Fund	Fee¹²
High Yield Portfolio	High Yield Open Fund	1.00%

With respect to each Portfolio listed as “N/A,” the Adviser has represented that there is no category in the Form ADV for an institutional product that has a substantially similar investment style.

Class A shares of the Luxembourg funds are charged an “all-in” fee, which covers investment advisory and distribution related services.

The Adviser expects the Portfolio to have a foreign currency exposure between the two emerging markets debt Luxembourg funds shown in the table.

The Japanese Yen-U.S. dollar currency exchange rate quoted at 4 p.m. on December 31, 2013 by Reuters was ¥105.31 per $1.


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			95

The Adviser represented that it does not provide sub-advisory investment services to other investment companies that have a substantially similar investment style as the Portfolio.

II.

MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.¹³ Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at an initial asset level of $250 million, to the median of the Portfolio’s Lipper Expense Group (“EG”)¹⁴ and the Portfolio’s contractual management fee ranking.¹⁵


Portfolio	Contractual Management Fee (%)¹⁶		Lipper Exp. Group Median (%)		Rank
High Yield Portfolio		0.600		0.667	2/10

The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that Portfolio had the lowest effective fee rate in the Lipper peer group.


96		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

Portfolio

Expense
Ratio (%)¹⁸

Lipper Exp.
Group
Median (%)

Lipper
Group
Rank

Lipper Exp.
Universe
Median (%)

Lipper
Universe
Rank

High Yield Portfolio

1.050

1.105

4/10

1.060

36/81

Based on this analysis, the Portfolio has a more favorable ranking on a contractual management fee basis than on a total expense ratio basis.

III.

COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE MANAGEMENT FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems. See Section IV for additional discussion.

IV.

PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio has not yet commenced operations. Therefore, there is no historic profitability data with respect to the Adviser’s investment services to the Portfolio.

Projected total expense ratio information, based on an initial net asset estimate of $250 million, pertains to the Portfolio’s Class A shares.


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			97

V.	POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.


98		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

In February 2008, the independent consultant provided the Board of Directors an update of the Deli¹⁹ study on advisory fees and various fund characteristics.²⁰ The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.²¹ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI.

NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE FUND

Since the Portfolio has not yet commenced operations, the Portfolio has no performance history. However, the Adviser provides a similar service to institutional clients. Performance information for the institutional composite associated with these clients was provided to the Directors at the February 4-5, 2014 meetings.

CONCLUSION:

Dated: March 5, 2014


ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO •			99

THIS PAGE IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

ALLIANCEBERNSTEIN FAMILY OF FUNDS

US Equity

US Core

Core Opportunities Fund

Select US Equity Portfolio

US Growth

Concentrated Growth Fund

Discovery Growth Fund

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

US Value

Discovery Value Fund

Equity Income Fund

Growth & Income Fund

Value Fund

International/Global Equity

International/Global Core

Global Equity & Covered Call Strategy Fund

Global Thematic Growth Fund

International Portfolio

Tax-Managed International Portfolio

International/Global Growth

International Growth Fund

International/Global Value

International Value Fund

Fixed Income

Municipal

High Income Municipal Portfolio

Intermediate California Portfolio

Intermediate Diversified Portfolio

Intermediate New York Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Portfolio

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Michigan Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

Taxable

Bond Inflation Strategy

Global Bond Fund

Fixed Income (continued)

Taxable

High Income Fund

High Yield Portfolio

Intermediate Bond Portfolio

Limited Duration High Income Portfolio

Short Duration Portfolio

Alternatives

All Market Real Return Portfolio*

Credit Long/Short Portfolio

Global Real Estate Investment Fund

Long/Short Multi-Manager Fund

Market Neutral Strategy-U.S.

Multi-Manager Alternative Strategies Fund

Select US Long/Short Portfolio

Unconstrained Bond Fund

Multi-Asset

All Market Growth Portfolio*

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Retirement Strategies

2000 Retirement Strategy

2005 Retirement Strategy

2010 Retirement Strategy

2015 Retirement Strategy

2020 Retirement Strategy

2025 Retirement Strategy

2030 Retirement Strategy

2035 Retirement Strategy

2040 Retirement Strategy

2045 Retirement Strategy

2050 Retirement Strategy

2055 Retirement Strategy

Wealth Strategies

Balanced Wealth Strategy

Conservative Wealth Strategy

Wealth Appreciation Strategy

Tax-Managed Balanced Wealth Strategy

Tax-Managed Conservative Wealth Strategy

Tax-Managed Wealth Appreciation Strategy

Closed-End Funds

Alliance California Municipal Income Fund

Alliance New York Municipal Income Fund

AllianceBernstein Global High Income Fund

AllianceBernstein Income Fund

AllianceBernstein Multi-Manager Alternative Fund

AllianceBernstein National Municipal Income Fund

* Prior to December 15, 2014, All Market Growth Portfolio was named Dynamic All Market Fund; All Market Real Return Portfolio was named Real Asset Strategy.


100		• ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

AllianceBernstein Family of Funds

ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

1345 Avenue of the Americas

New York, NY 10105

800.221.5672

LOGO



HY-0151-1014

ANNUAL REPORT

AllianceBernstein Bond Fund Intermediate Bond Portfolio

October 31, 2014

Annual Report

LOGO

Investment Products Offered

•Are Not FDIC Insured

•May Lose Value

•Are Not Bank Guaranteed

This shareholder report must be preceded or accompanied by the Fund’s prospectus for individuals who are not current shareholders of the Fund.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

December 11, 2014

Annual Report

This report provides management’s discussion of fund performance for AllianceBernstein Intermediate Bond Portfolio (the “Portfolio”) for the annual reporting period ended October 31, 2014.

Investment Objective and Policies

The Portfolio’s investment objective is to generate income and price appreciation without assuming what AllianceBernstein L.P. (the “Adviser”) considers undue risk. The Portfolio invests, under normal circumstances, at least 80% of its net assets in fixed-income securities. The Portfolio expects to invest in readily marketable fixed-income securities with a range of maturities from short- to long-term and relatively attractive yields that do not involve undue risk of loss of capital. The Portfolio expects to invest in fixed-income securities with a dollar-weighted average maturity of between three to ten years and an average duration of three to six years. The Portfolio may invest up to 25% of its net assets in below investment-grade bonds. The Portfolio may use leverage for investment purposes. The Portfolio may invest without limit in U.S. dollar-denominated foreign fixed-income securities and may invest up to 25% of its assets in non-U.S. dollar-denominated foreign fixed-income securities. These investments may include, in each case, developed and emerging market debt securities.

The Portfolio may invest in mortgage-related and other asset-backed securities, loan participations, inflation-protected securities, structured securities, variable,

floating, and inverse floating-rate instruments and preferred stock, and may use other investment techniques. The Portfolio intends, among other things, to enter into transactions such as reverse repurchase agreements and dollar rolls. The Portfolio may invest, without limit, in derivatives, such as options, futures, forwards or swaps.

Investment Results

The table on page 6 shows the Portfolio’s performance compared with its benchmark, the Barclays U.S. Aggregate Bond Index for the six- and 12-month periods ended October 31, 2014.

All share classes of the Portfolio (except for Class Z shares whose inception date is April 25, 2014, and performance period is less than 12 months) outperformed for the 12-month period. For the six-month period, all share classes underperformed, excluding Advisor Class, Class I and Class Z shares. For both periods, investment-grade corporate security selection, particularly in the financials sector, was a primary contributor to returns. Currency exposure, specifically an overweight to the U.S. dollar versus short positions in several developed-market currencies, also contributed, as well as an allocation to non-U.S. dollar holdings and non-agency mortgages. During the 12-month period, an underweight in U.S. Treasuries, as credit sectors outperformed, contributed to returns; an overweight to investment-grade corporates and opportunistic exposure to high yield also contributed. An allocation to inflation-linked securities detracted for both periods, while exposure to high yield and emerging-


ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO •			1

market corporates detracted for the six-month period.

The Portfolio utilized derivatives including Treasury futures and interest rate swaps to manage overall duration positioning; yield curve positioning detracted for both periods. Credit default swaps were utilized for hedging and investment purposes, which had an immaterial impact during both periods; currency forwards were utilized for both hedging and investment purposes to manage the portfolio’s overall currency exposure. Purchased options and currency swaps were utilized for hedging purposes, which had an immaterial impact on performance during both periods.

Market Review and Investment Strategy

The U.S. Federal Open Market Committee (“FOMC”) also announced no changes to the stance of U.S. monetary policy after its mid-September meeting, easing concerns for higher interest rates. The FOMC reaffirmed its views that U.S. interest rates will remain low until unemployment and inflation are more closely aligned with Fed targets. However, the Fed did end its monthly bond purchase program at the end of October, and dropped a characterization of U.S. labor market slack as “significant” in a show of confidence in the economy’s prospects. The Fed largely dismissed financial market volatility, dimming growth in Europe and a weak inflation outlook as unlikely to undercut progress toward its unemployment and inflation goals. Despite the intra-period volatility, the 10-year U.S. Treasury yield declined only 0.22% during the 12-month period to end at a yield of 2.34%. The U.S. Treasury curve flattened, as intermediate yields rose and longer term yields declined.


2		• ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO

Against this backdrop, fixed-income sectors benefited from the low-yield environment with major U.S. fixed-income sectors posting positive returns. Credit-sensitive securities generally outperformed Treasuries with corporate sectors, both investment-grade and high-yield, posting the strongest returns. Corporate fundamentals, as well as earnings, remained favorable amid ample global liquidity and tighter spreads.

The risk profile of the Portfolio was reduced amid both increased volatility and tighter spread levels during the 12-month period. The Portfolio continues to hold notable underweights in

U.S. Treasuries and agency mortgages. The Portfolio remains overweight asset-backed securities and commercial mortgage-backed securities, and continues to hold exposure to high-yield corporates. Within corporate exposure, the Portfolio continues to favor financials on a relative value basis. With diverging global growth and central bank policies, currency exposure was increased late in the period, with a bias toward long U.S. dollar positions on anticipated U.S. dollar strength. The Portfolio’s overall duration remains short versus the benchmark, with an emphasis on 10-year maturities to benefit from the steepness of the U.S. yield curve.


ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO •			3

DISCLOSURES AND RISKS

Benchmark Disclosure

The unmanaged Barclays U.S. Aggregate Bond Index does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The Barclays U.S. Aggregate Bond Index represents the performance of securities within the U.S. investment-grade fixed-rate bond market, with index components for government and corporate securities, mortgage pass-through securities, asset-backed securities, and commercial mortgage-backed securities. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Portfolio.

A Word About Risk

Market Risk: The value of the Portfolio’s assets will fluctuate as the stock or bond market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market.

Below Investment Grade Securities Risk: Investments in fixed-income securities with lower ratings (commonly known as “junk bonds”) are subject to a higher probability that an issuer will default or fail to meet its payment obligations. These securities may be subject to greater price volatility due to such factors as specific corporate developments, negative perceptions of the junk bond market generally and less secondary market liquidity.

Inflation Risk: This is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the value of the Portfolio’s assets can decline as can the value of the Portfolio’s distributions. This risk is significantly greater if the Portfolio invests a significant portion of its assets in fixed-income securities with longer maturities.

(Disclosures, Risks and Note about Historical Performance continued on next page)


4		• ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO

Disclosures and Risks

DISCLOSURES AND RISKS

(continued from previous page)

Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

Prepayment Risk: The value of mortgage-related or asset-backed securities may be particularly sensitive to changes in prevailing interest rates. Early payments of principal on some mortgage-related securities may occur during periods of falling mortgage interest rates and expose the Portfolio to a lower rate of return upon reinvestment of principal. Early payments associated with mortgage-related securities cause these securities to experience significantly greater price and yield volatility than is experienced by traditional fixed-income securities. During periods of rising interest rates, a reduction in prepayments may increase the effective life of mortgage-related securities, subjecting them to greater risk of decline in market value in response to rising interest rates. If the life of a mortgage-related security is inaccurately predicted, the Portfolio may not be able to realize the rate of return it expected.

Leverage Risk: To the extent the Portfolio uses leveraging techniques, its net asset value (“NAV”) may be more volatile because leverage tends to exaggerate the effects of changes in interest rates and any increase or decrease in the value of the Portfolio’s investments.

Derivatives Risk: Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and may be subject to counterparty risk to a greater degree than more traditional investments.

Management Risk: The 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, but there is no guarantee that its techniques will produce the intended results.

These risks are fully discussed in the Portfolio’s prospectus.

An Important Note About Historical Performance

The investment return and principal value of an investment in the Portfolio will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown on the following pages represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by visiting www.alliancebernstein.com.

All fees and expenses related to the operation of the Portfolio have been deducted. NAV returns do not reflect sales charges; if sales charges were reflected, the Portfolio’s quoted performance would be lower. SEC returns reflect the applicable sales charges for each share class: a 4.25% maximum frontend sales charge for Class A shares; the applicable contingent deferred sales charge for Class B shares (3% year 1, 2% year 2, 1% year 3); a 1% 1-year contingent deferred sales charge for Class C shares. Returns for the different share classes will vary due to different expenses associated with each class. Performance assumes reinvestment of distributions and does not account for taxes.


ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO •			5

Disclosures and Risks

HISTORICAL PERFORMANCE



THE PORTFOLIO VS. ITS BENCHMARK PERIODS ENDED OCTOBER 31, 2014 (unaudited)	NAV Returns
	6 Months		12 Months
AllianceBernstein Bond Fund Intermediate Bond Portfolio*

Class A		2.32%		5.34%

Class B^†		1.87%		4.61%

Class C		1.96%		4.63%

Advisor Class^‡		2.38%		5.65%

Class R^‡		2.22%		5.13%

Class K^‡		2.25%		5.30%

Class I^‡		2.38%		5.65%

Class Z^‡		2.48%		2.61%	^{^}

Barclays U.S. Aggregate Bond Index		2.35%		4.14%

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the performance of the Portfolio for the six- and 12-month periods ended October 31, 2014 by 0.01% and 0.01%, respectively. ^† Effective January 31, 2009, Class B shares are no longer available for purchase to new investors. Please see Note A for additional information. ^‡ Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Portfolio. ^{^}Since inception on 4/25/2014.

See Disclosures, Risks and Note about Historical Performance on pages 4-5.

(Historical Performance continued on next page)


6		• ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

GROWTH OF A $10,000 INVESTMENT IN THE PORTFOLIO

10/31/04 TO 10/31/14 (unaudited)

LOGO

This chart illustrates the total value of an assumed $10,000 investment in AllianceBernstein Intermediate Bond Portfolio Class A shares (from 10/31/04 to 10/31/14) as compared to the performance of the Portfolio’s benchmark. The chart reflects the deduction of the maximum 4.25% sales charge from the initial $10,000 investment in the Portfolio and assumes the reinvestment of dividends and capital gains distributions.

See Disclosures, Risks and Note about Historical Performance on pages 4-5.

(Historical Performance continued on next page)


ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO •			7

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)


AVERAGE ANNUAL RETURNS AS OF OCTOBER 31, 2014 (unaudited)
	NAV Returns			SEC Returns (reflects applicable sales charges)			SEC Yields*

Class A Shares								2.02	%
1 Year		5.34	%		0.85	%
5 Years		5.15	%		4.23	%
10 Years		4.61	%		4.16	%

Class B Shares								1.42	%
1 Year		4.61	%		1.61	%
5 Years		4.43	%		4.43	%
10 Years^(a)		4.23	%		4.23	%

Class C Shares								1.41	%
1 Year		4.63	%		3.63	%
5 Years		4.43	%		4.43	%
10 Years		3.91	%		3.91	%

Advisor Class Shares^†								2.43	%
1 Year		5.65	%		5.65	%
5 Years		5.46	%		5.46	%
10 Years		4.92	%		4.92	%

Class R Shares^†								1.67	%
1 Year		5.13	%		5.13	%
5 Years		4.94	%		4.94	%
10 Years		4.41	%		4.41	%

Class K Shares^†								1.97	%
1 Year		5.30	%		5.30	%
5 Years		5.18	%		5.18	%
Since Inception^‡		4.80	%		4.80	%

Class I Shares^†								2.29	%
1 Year		5.65	%		5.65	%
5 Years		5.45	%		5.45	%
Since Inception^‡		5.07	%		5.07	%

Class Z Shares^†								2.32	%
Since Inception^‡		2.61	%		2.61	%

The Portfolio’s prospectus fee table shows the Portfolio’s total annual operating expense ratios as 1.02%, 1.74%, 1.73%, 0.72%, 1.31%, 0.93%, 0.67% and 0.57% for Class A, Class B, Class C, Advisor Class, Class R, Class K, Class I and Class Z shares, respectively, gross of any fee waivers or expense reimbursements. Contractual fee waivers and/or expense reimbursements limit the Portfolio’s annual operating expense ratios (exclusive of interest expense) to 0.90%, 1.60%, 1.60%, 0.60%, 1.10%, 0.85%, 0.60% and 0.60% for Class A, Class B, Class C, Advisor Class, Class R, Class K, Class I and Class Z shares, respectively. These waivers/reimbursements may not be terminated before January 31, 2015 and may be extended by the Adviser for additional one-year terms. Absent reimbursements or waivers, performance would have been lower, with the exception of Class Z shares, as this share class is currently operating below its contractual expense cap. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights sections since they are based on different time periods.

SEC yields are calculated based on SEC guidelines for the 30-day period ended October 31, 2014.

^(a)

Assumes conversion of Class B shares into Class A shares after six years.

^†

^‡

Inception dates: 3/1/2005 for Class K and Class I shares; 4/25/2014 for Class Z shares.

See Disclosures, Risks and Note about Historical Performance on pages 4-5.

(Historical Performance continued on next page)


8		• ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)


SEC AVERAGE ANNUAL RETURNS AS OF THE MOST RECENT CALENDAR QUARTER-END SEPTEMBER 30, 2014 (unaudited)
	SEC Returns (reflects applicable sales charges)

Class A Shares
1 Year		1.59	%
5 Years		4.35	%
10 Years		4.16	%

Class B Shares
1 Year		2.33	%
5 Years		4.53	%
10 Years^(a)		4.23	%

Class C Shares
1 Year		4.35	%
5 Years		4.53	%
10 Years		3.91	%

Advisor Class Shares^†
1 Year		6.47	%
5 Years		5.58	%
10 Years		4.95	%

Class R Shares^†
1 Year		5.86	%
5 Years		5.04	%
10 Years		4.42	%

Class K Shares^†
1 Year		6.12	%
5 Years		5.30	%
Since Inception^‡		4.77	%

Class I Shares^†
1 Year		6.48	%
5 Years		5.58	%
Since Inception^‡		5.04	%

Class Z Shares^†
Since Inception^‡		1.82	%

^(a)

Assumes conversion of Class B shares into Class A shares after six years.

^†

Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Portfolio.

^‡

Inception dates: 3/1/2005 for Class K and Class I shares; 4/25/2014 for Class Z shares.

See Disclosures, Risks and Note about Historical Performance on pages 4-5.


ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO •			9

Historical Performance

EXPENSE EXAMPLE

(unaudited)

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.


	Beginning Account Value May 1, 2014		Ending Account Value October 31, 2014		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,023.20	$	4.59		0.90	%
Hypothetical**	$	1,000	$	1,020.67	$	4.58		0.90	%
Class B
Actual	$	1,000	$	1,018.70	$	8.14		1.60	%
Hypothetical**	$	1,000	$	1,017.14	$	8.13		1.60	%
Class C
Actual	$	1,000	$	1,019.60	$	8.14		1.60	%
Hypothetical**	$	1,000	$	1,017.14	$	8.13		1.60	%
Advisor Class
Actual	$	1,000	$	1,023.80	$	3.06		0.60	%
Hypothetical**	$	1,000	$	1,022.18	$	3.06		0.60	%
Class R
Actual	$	1,000	$	1,022.20	$	5.61		1.10	%
Hypothetical**	$	1,000	$	1,019.66	$	5.60		1.10	%
Class K
Actual	$	1,000	$	1,022.50	$	4.33		0.85	%
Hypothetical**	$	1,000	$	1,020.92	$	4.33		0.85	%
Class I
Actual	$	1,000	$	1,023.80	$	3.06		0.60	%
Hypothetical**	$	1,000	$	1,022.18	$	3.06		0.60	%
Class Z
Actual	$	1,000	$	1,024.80	$	3.06		0.60	%
Hypothetical**	$	1,000	$	1,022.18	$	3.06		0.60	%

Expenses are equal to the classes’ annualized expense ratios multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Assumes 5% annual return before expenses.


10		• ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO

Expense Example

PORTFOLIO SUMMARY

October 31, 2014 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $353.0

LOGO

All data are as of October 31, 2014. The Portfolio’s security type breakdown is expressed as a percentage of total investments and may vary over time. The Portfolio also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details). “Other” security type weightings represent 0.2% or less in the following types: Governments-Sovereign Agencies, Options Purchased-Puts, and Preferred Stocks.


ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO •			11

Portfolio Summary

PORTFOLIO OF INVESTMENTS

October 31, 2014


		Principal Amount (000)		U.S. $ Value


CORPORATES – INVESTMENT GRADE – 21.8%
Industrial – 12.5%
Basic – 1.3%
Basell Finance Co. BV 8.10%, 3/15/27^(a)	U.S.$		405	$	542,971
Cia Minera Milpo SAA 4.625%, 3/28/23^(a)			598		601,891
Glencore Funding LLC 4.125%, 5/30/23^(a)			286		284,871
International Paper Co. 3.65%, 6/15/24			198		195,780
4.75%, 2/15/22			235		254,836
LyondellBasell Industries NV 5.75%, 4/15/24			766		894,185
Minsur SA 6.25%, 2/07/24^(a)			907		999,273
Sociedad Quimica y Minera de Chile SA 3.625%, 4/03/23^(a)			562		539,599
Vale SA 5.625%, 9/11/42			136		134,395

					4,447,801

Capital Goods – 0.6%
Odebrecht Finance Ltd. 5.25%, 6/27/29^(a)			541		516,655
Owens Corning 6.50%, 12/01/16^(b)			955		1,049,549
Yamana Gold, Inc. 4.95%, 7/15/24^(a)			724		708,132

					2,274,336

Communications - Media – 2.0%
21st Century Fox America, Inc. 6.15%, 3/01/37-2/15/41			902		1,105,192
6.55%, 3/15/33			142		179,125
CBS Corp. 5.75%, 4/15/20			710		812,365
DirecTV Holdings LLC/DirecTV Financing Co., Inc. 3.80%, 3/15/22			252		256,697
4.45%, 4/01/24			349		364,123
4.60%, 2/15/21			565		611,983
5.20%, 3/15/20			97		108,467
Globo Comunicacao e Participacoes SA 5.307%, 5/11/22^(a)(c)			431		456,860
NBCUniversal Enterprise, Inc. 5.25%, 3/19/21^(a)(d)			604		629,182
Time Warner Cable, Inc. 5.00%, 2/01/20			740		828,217


12		• ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO

Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


Time Warner, Inc.
4.70%, 1/15/21	U.S.$		600	$	656,892
7.625%, 4/15/31			154		210,359
Viacom, Inc. 3.875%, 4/01/24			503		503,186
5.625%, 9/15/19			240		272,960

					6,995,608

Communications - Telecommunications – 1.9%
American Tower Corp. 5.05%, 9/01/20			1,185		1,291,449
AT&T, Inc. 5.35%, 9/01/40			233		248,768
Deutsche Telekom International Finance BV 4.875%, 3/06/42^(a)			500		517,241
Rogers Communications, Inc. 4.00%, 6/06/22	CAD		130		120,243
SBA Tower Trust 2.898%, 10/15/19^(a)	U.S.$		688		689,828
Telefonica Emisiones SAU 5.462%, 2/16/21			520		583,590
Verizon Communications, Inc. 5.15%, 9/15/23			1,034		1,157,964
6.55%, 9/15/43			1,625		2,048,485

					6,657,568

Consumer Cyclical - Automotive – 0.4%
Ford Motor Credit Co. LLC 5.875%, 8/02/21			1,291		1,492,087


Consumer Cyclical - Other – 0.2%
Host Hotels & Resorts LP 5.25%, 3/15/22			545		595,262


Consumer Non-Cyclical – 1.1%
Actavis Funding SCS 3.85%, 6/15/24^(a)			238		231,646
Bayer US Finance LLC 3.375%, 10/08/24^(a)			321		321,939
Bunge Ltd. Finance Corp. 5.10%, 7/15/15			130		133,925
Grupo Bimbo SAB de CV 3.875%, 6/27/24^(a)			538		535,471
Kroger Co. (The) 3.40%, 4/15/22			916		927,118
Reynolds American, Inc. 3.25%, 11/01/22			616		601,567
Thermo Fisher Scientific, Inc. 4.15%, 2/01/24			383		400,951
Tyson Foods, Inc. 2.65%, 8/15/19			164		165,563


ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO •			13

Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


3.95%, 8/15/24	U.S.$		541	$	551,769

					3,869,949

Energy – 3.3%
Diamond Offshore Drilling, Inc. 4.875%, 11/01/43			292		262,571
Encana Corp. 3.90%, 11/15/21			415		433,153
Energy Transfer Partners LP 6.70%, 7/01/18			411		471,572
7.50%, 7/01/38			237		300,002
Enterprise Products Operating LLC 5.20%, 9/01/20			235		263,774
Hess Corp. 7.875%, 10/01/29			85		115,010
Kinder Morgan Energy Partners LP 3.95%, 9/01/22			1,460		1,456,052
4.15%, 3/01/22			339		346,509
Nabors Industries, Inc. 5.10%, 9/15/23			593		634,549
Noble Energy, Inc. 8.25%, 3/01/19			1,232		1,518,250
Noble Holding International Ltd. 3.95%, 3/15/22			305		294,204
4.90%, 8/01/20			108		111,598
Reliance Holding USA, Inc. 5.40%, 2/14/22^(a)			636		696,924
Sunoco Logistics Partners Operations LP 5.30%, 4/01/44			460		475,905
TransCanada PipeLines Ltd. 6.35%, 5/15/67			831		839,310
Transocean, Inc. 6.375%, 12/15/21			4		4,203
6.50%, 11/15/20			855		879,440
Valero Energy Corp. 6.125%, 2/01/20			770		896,824
Weatherford International Ltd./Bermuda 9.625%, 3/01/19			605		773,126
Williams Partners LP 4.125%, 11/15/20			403		423,769
5.25%, 3/15/20			371		411,874

					11,608,619

Other Industrial – 0.1%
Hutchison Whampoa International 14 Ltd. 1.625%, 10/31/17^(a)			340		339,423


Technology – 1.1%
Agilent Technologies, Inc. 5.00%, 7/15/20			217		237,391


14		• ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO

Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


Hewlett-Packard Co. 4.65%, 12/09/21	U.S.$		266	$	285,583
Kla-tencor Corp. 4.65%, 11/01/24			840		846,460
Motorola Solutions, Inc. 3.50%, 3/01/23			794		772,689
7.50%, 5/15/25			30		38,162
Seagate HDD Cayman 4.75%, 1/01/25^(a)			336		339,780
Telefonaktiebolaget LM Ericsson 4.125%, 5/15/22			64		66,932
Tencent Holdings Ltd. 3.375%, 5/02/19^(a)			517		525,676
Total System Services, Inc. 2.375%, 6/01/18			344		342,669
3.75%, 6/01/23			350		344,196

					3,799,538

Transportation - Services – 0.5%
Asciano Finance Ltd. 3.125%, 9/23/15^(a)			753		765,845
5.00%, 4/07/18^(a)			722		780,008
Ryder System, Inc. 5.85%, 11/01/16			383		417,642

					1,963,495

					44,043,686

Financial Institutions – 8.0%
Banking – 4.6%
Bank of America Corp. 2.60%, 1/15/19			1,053		1,063,076
Barclays Bank PLC 6.625%, 3/30/22^(a)	EUR		605		957,172
BPCE SA 5.70%, 10/22/23^(a)	U.S.$		737		791,435
Compass Bank 5.50%, 4/01/20			1,339		1,469,211
Countrywide Financial Corp. 6.25%, 5/15/16			62		66,602
Credit Suisse AG 6.50%, 8/08/23^(a)			794		875,471
Deutsche Bank AG 4.296%, 5/24/28			1,315		1,276,181
Goldman Sachs Group, Inc. (The) 3.85%, 7/08/24			905		914,279
Series D 6.00%, 6/15/20			1,430		1,644,516
Macquarie Bank Ltd. 5.00%, 2/22/17^(a)			282		303,845


ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO •			15

Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


Macquarie Group Ltd. 4.875%, 8/10/17^(a)	U.S.$		668	$	720,242
Mizuho Financial Group Cayman 3 Ltd. 4.60%, 3/27/24^(a)			812		845,294
Morgan Stanley 5.625%, 9/23/19			478		541,466
Series G 5.50%, 7/24/20			590		666,514
Murray Street Investment Trust I 4.647%, 3/09/17			125		133,452
National Capital Trust II Delaware 5.486%, 3/23/15^(a)(d)			372		375,255
Nordea Bank AB 6.125%, 9/23/24^(a)(d)			350		350,735
Rabobank Capital Funding Trust III 5.254%, 10/21/16^(a)(d)			430		451,500
Standard Chartered PLC Series E 4.00%, 7/12/22^(a)			1,310		1,346,326
Turkiye Garanti Bankasi AS 4.75%, 10/17/19^(a)			316		320,241
UBS AG/Stamford CT 7.625%, 8/17/22			620		731,697
Wells Fargo Bank NA 6.18%, 2/15/36			456		570,250

					16,414,760

Finance – 0.2%
Aviation Capital Group Corp. 7.125%, 10/15/20^(a)			552		631,143


Insurance – 2.5%
American International Group, Inc. 6.40%, 12/15/20			680		812,022
8.175%, 5/15/58			940		1,276,050
Coventry Health Care, Inc. 6.125%, 1/15/15			115		116,221
Dai-ichi Life Insurance Co., Ltd. (The) 5.10%, 10/28/24^(a)(d)			393		401,646
Guardian Life Insurance Co. of America (The) 7.375%, 9/30/39^(a)			542		742,459
Hartford Financial Services Group, Inc. (The) 4.00%, 3/30/15			280		283,807
5.50%, 3/30/20			726		823,129
Lincoln National Corp. 8.75%, 7/01/19			361		458,490
MetLife Capital Trust IV 7.875%, 12/15/37^(a)			699		892,972
Nationwide Mutual Insurance Co. 9.375%, 8/15/39^(a)			246		379,127


16		• ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO

Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


Prudential Financial, Inc. 5.625%, 6/15/43	U.S.$		920	$	954,500
Swiss Reinsurance Co. via ELM BV 5.252%, 5/25/16^(a)(d)	EUR		850		1,115,774
ZFS Finance USA Trust V 6.50%, 5/09/37^(a)	U.S.$		538		578,350

					8,834,547

REITS – 0.7%
HCP, Inc. 5.375%, 2/01/21			1,410		1,576,338
Trust F/1401 5.25%, 12/15/24^(a)			830		875,650

					2,451,988

					28,332,438

Utility – 0.8%
Electric – 0.4%
CMS Energy Corp. 5.05%, 3/15/22			440		492,995
Constellation Energy Group, Inc. 5.15%, 12/01/20			260		289,615
Exelon Generation Co. LLC 4.25%, 6/15/22			337		351,689
TECO Finance, Inc. 5.15%, 3/15/20			380		425,993

					1,560,292

Natural Gas – 0.4%
Talent Yield Investments Ltd. 4.50%, 4/25/22^(a)			1,365		1,420,419

					2,980,711

Non Corporate Sectors – 0.5%
ABS - Other – 0.1%
Rio Oil Finance Trust Series 2014-1 6.25%, 7/06/24^(a)			403		419,120


Agencies - Not Government Guaranteed – 0.4%
CNOOC Finance 2013 Ltd. 3.00%, 5/09/23			915		867,959
OCP SA 5.625%, 4/25/24^(a)			298		312,587

					1,180,546

					1,599,666

Total Corporates – Investment Grade (cost $74,521,973)					76,956,501


ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO •			17

Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


GOVERNMENTS – TREASURIES – 19.9%
Mexico – 1.0%
Mexican Bonos Series M 4.75%, 6/14/18	MXN		47,810	$	3,559,521


New Zealand – 1.2%
New Zealand Government Bond Series 319 5.00%, 3/15/19^(a)	NZD		5,000		4,086,527


United Kingdom – 0.8%
United Kingdom Gilt 3.75%, 9/07/21^(a)	GBP		1,461		2,624,372


United States – 16.9%
U.S. Treasury Bonds 3.125%, 8/15/44	U.S.$		18,462		18,689,591
U.S. Treasury Notes
1.50%, 5/31/19			751		749,891
1.625%, 8/31/19			2,155		2,158,198
1.75%, 9/30/19-5/15/22			7,939		7,973,005
2.375%, 8/15/24			15,374		15,433,951
2.50%, 5/15/24			11,674		11,861,881
2.75%, 2/15/24			2,823		2,932,159

					59,798,676

Total Governments – Treasuries (cost $70,048,657)					70,069,096


MORTGAGE PASS-THROUGHS – 15.0%
Agency Fixed Rate 30-Year – 13.6%
Federal Home Loan Mortgage Corp. Gold Series 2005 5.50%, 1/01/35			502		565,331
Series 2007 5.50%, 7/01/35			69		77,477
Federal National Mortgage Association 3.50%, 12/01/44, TBA			13,271		13,684,154
4.00%, 12/01/44, TBA			16,659		17,640,083
4.50%, 4/01/44			1,808		1,965,594
5.50%, 1/01/35			1,360		1,527,880
Series 2003 5.50%, 4/01/33-7/01/33			492		554,041
Series 2004 5.50%, 4/01/34-11/01/34			282		316,558
Series 2005 5.50%, 2/01/35			210		235,913
Series 2007 5.50%, 8/01/37			899		1,011,217


18		• ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO

Portfolio of Investments



		Principal Amount (000)			U.S. $ Value


Series 2014 4.50%, 2/01/44	U.S.$		6,167		$	6,710,536
Government National Mortgage Association 3.50%, 12/01/44, TBA			3,419			3,567,847
Series 1990 9.00%, 12/15/19			– 0	–*		55
Series 1999 8.15%, 9/15/20			79			87,429

						47,944,115

Agency Fixed Rate 15-Year – 1.4%
Federal National Mortgage Association 3.00%, 12/01/29, TBA			4,845			5,014,954


Agency ARMs – 0.0%
Federal Home Loan Mortgage Corp. Series 2006 2.698%, 1/01/37^(b)			79			84,647


Total Mortgage Pass-Throughs (cost $52,584,104)						53,043,716


COMMERCIAL MORTGAGE-BACKED SECURITIES – 11.6%
Non-Agency Fixed Rate CMBS – 10.5%
Banc of America Commercial Mortgage Trust Series 2007-4, Class A1A 5.774%, 2/10/51			1,707			1,876,727
Series 2007-5, Class AM 5.772%, 2/10/51			411			440,733
Bear Stearns Commercial Mortgage Securities Trust Series 2006-PW13, Class AJ 5.611%, 9/11/41			538			556,564
BHMS Mortgage Trust Series 2014-ATLS, Class AFX 3.601%, 7/05/33^(a)			890			893,726
CGRBS Commercial Mortgage Trust Series 2013-VN05, Class A 3.369%, 3/13/35^(a)			1,305			1,320,631
Citigroup Commercial Mortgage Trust Series 2006-C4, Class A1A 5.779%, 3/15/49			363			383,718
Series 2013-GC17, Class D 5.106%, 11/10/46^(a)			565			548,395
COBALT CMBS Commercial Mortgage Trust Series 2007-C3, Class A4 5.771%, 5/15/46			627			687,082
Commercial Mortgage Pass-Through Certificates Series 2007-GG9, Class A4 5.444%, 3/10/39			2,225			2,394,571


ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO •			19

Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


Series 2007-GG9, Class AM 5.475%, 3/10/39	U.S.$		829	$	874,736
Series 2013-SFS, Class A1 1.873%, 4/12/35^(a)			582		568,559
Credit Suisse Commercial Mortgage Trust Series 2007-C3, Class AM 5.702%, 6/15/39			437		461,661
Extended Stay America Trust Series 2013-ESH7, Class A17 2.295%, 12/05/31^(a)			890		876,386
GS Mortgage Securities Corp. II Series 2013-KING, Class A 2.706%, 12/10/27^(a)			1,319		1,333,495
GS Mortgage Securities Trust Series 2013-G1, Class A2 3.557%, 4/10/31^(a)			766		757,587
JP Morgan Chase Commercial Mortgage Securities Trust Series 2004-LN2, Class A1A 4.838%, 7/15/41^(a)			278		277,530
Series 2006-CB15, Class A4 5.814%, 6/12/43			2,007		2,122,539
Series 2007-CB19, Class AM 5.703%, 2/12/49			470		498,046
Series 2007-LD12, Class A4 5.882%, 2/15/51			1,580		1,723,840
Series 2007-LD12, Class AM 6.002%, 2/15/51			795		874,071
Series 2007-LDPX, Class A1A 5.439%, 1/15/49			2,286		2,475,470
Series 2008-C2, Class A1A 5.998%, 2/12/51			710		784,120
Series 2010-C2, Class A1 2.749%, 11/15/43^(a)			749		760,292
LSTAR Commercial Mortgage Trust Series 2014-2, Class A2 2.767%, 1/20/41^(a)			527		532,096
Merrill Lynch Mortgage Trust Series 2006-C2, Class A1A 5.739%, 8/12/43			811		866,153
Merrill Lynch/Countrywide Commercial Mortgage Trust Series 2006-4, Class A1A 5.166%, 12/12/49			2,997		3,188,242
Series 2007-9, Class A4 5.70%, 9/12/49			2,940		3,208,945
Motel 6 Trust Series 2012-MTL6, Class A2 1.948%, 10/05/25^(a)			1,047		1,045,969


20		• ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO

Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


Prudential Securities Secured Financing Corp. Series 1999-NRF1, Class AEC 1.552%, 11/01/31^(a)(e)(f)	U.S.$		4,350	$	33,063
UBS-Barclays Commercial Mortgage Trust Series 2012-C3, Class A4 3.091%, 8/10/49			552		555,094
Series 2012-C4, Class A5 2.85%, 12/10/45			1,098		1,081,722
Wachovia Bank Commercial Mortgage Trust Series 2006-C23, Class A5 5.416%, 1/15/45			1,345		1,406,262
WF-RBS Commercial Mortgage Trust Series 2013-C14, Class A5 3.337%, 6/15/46			1,142		1,161,569
Series 2014-C20, Class A2 3.036%, 5/15/47			546		565,523

					37,135,117

Non-Agency Floating Rate CMBS – 1.1%
Commercial Mortgage Pass Through Certificates Series 2014-KYO, Class A 1.053%, 6/11/27^(a)(b)			647		646,624
Commercial Mortgage Pass-Through Certificates Series 2014-SAVA, Class A 1.304%, 6/15/34^(a)(b)			559		559,623
Extended Stay America Trust Series 2013-ESFL, Class A2FL 0.852%, 12/05/31^(a)(b)			685		684,932
JP Morgan Chase Commercial Mortgage Securities Trust Series 2014-INN, Class A 1.073%, 6/15/29^(a)(b)			902		900,608
PFP III Ltd. Series 2014-1, Class A 1.324%, 6/14/31^(a)(b)			706		703,385
Resource Capital Corp., Ltd. Series 2014-CRE2, Class A 1.207%, 4/15/32^(a)(b)			385		384,500

					3,879,672

Agency CMBS – 0.0%
Government National Mortgage Association Series 2006-39, Class IO 0.16%, 7/16/46^(f)(g)			2,572		22,359


Total Commercial Mortgage-Backed Securities (cost $41,090,569)					41,037,148


ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO •			21

Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


ASSET-BACKED SECURITIES – 11.3%
Autos - Fixed Rate – 7.4%
Ally Master Owner Trust Series 2013-1, Class A2 1.00%, 2/15/18	U.S.$		1,300	$	1,304,144
Series 2014-1, Class A2 1.29%, 1/15/19			1,409		1,411,593
AmeriCredit Automobile Receivables Trust Series 2011-3, Class D 4.04%, 7/10/17			900		925,925
Series 2013-3, Class A3 0.92%, 4/09/18			1,695		1,698,166
Series 2013-4, Class A3 0.96%, 4/09/18			640		641,595
Series 2013-5, Class A2A 0.65%, 3/08/17			246		246,638
ARI Fleet Lease Trust Series 2013-A, Class A2 0.70%, 12/15/15^(a)			575		574,955
Series 2014-A, Class A2 0.81%, 11/15/22^(a)			383		382,448
Avis Budget Rental Car Funding AESOP LLC Series 2012-3A, Class A 2.10%, 3/20/19^(a)			1,005		1,012,410
Series 2014-1A, Class A 2.46%, 7/20/20^(a)			1,769		1,776,306
California Republic Auto Receivables Trust Series 2014-2, Class A4 1.57%, 12/16/19			546		546,054
Capital Auto Receivables Asset Trust Series 2013-3, Class A2 1.04%, 11/21/16			1,330		1,334,249
Series 2014-1, Class B 2.22%, 1/22/19			220		222,486
Capital Auto Receivables Asset Trust/Ally Series 2013-1, Class A2 0.62%, 7/20/16			532		531,875
CarMax Auto Owner Trust Series 2012-1, Class A3 0.89%, 9/15/16			222		222,072
CPS Auto Receivables Trust Series 2013-B, Class A 1.82%, 9/15/20^(a)			518		519,853
Series 2014-B, Class A 1.11%, 11/15/18^(a)			505		504,129
Enterprise Fleet Financing LLC Series 2014-1, Class A2 0.87%, 9/20/19^(a)			428		428,077


22		• ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO

Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


Exeter Automobile Receivables Trust Series 2012-2A, Class A 1.30%, 6/15/17^(a)	U.S.$		191	$	190,775
Series 2013-1A, Class A 1.29%, 10/16/17^(a)			222		222,373
Series 2014-1A, Class A 1.29%, 5/15/18^(a)			347		347,289
Series 2014-2A, Class A 1.06%, 8/15/18^(a)			288		287,371
Fifth Third Auto Trust Series 2014-3, Class A4 1.47%, 5/17/21			721		717,611
Flagship Credit Auto Trust Series 2013-1, Class A 1.32%, 4/16/18^(a)			241		240,992
Ford Auto Securitization Trust Series 2013-R1A, Class A2 1.676%, 9/15/16^(a)	CAD		480		426,278
Series 2013-R4A, Class A1 1.487%, 8/15/15^(a)			24		21,372
Ford Credit Auto Lease Trust Series 2014-B, Class A3 0.89%, 9/15/17	U.S.$		644		644,803
Ford Credit Auto Owner Trust Series 2012-B, Class A4 1.00%, 9/15/17			895		898,533
Series 2012-D, Class B 1.01%, 5/15/18			440		438,491
Ford Credit Floorplan Master Owner Trust Series 2013-1, Class A1 0.85%, 1/15/18			842		844,131
Series 2014-1, Class A1 1.20%, 2/15/19			993		993,667
Hertz Vehicle Financing LLC Series 2013-1A, Class A1 1.12%, 8/25/17^(a)			880		880,738
Series 2013-1A, Class A2 1.83%, 8/25/19^(a)			2,370		2,348,656
Mercedes-Benz Auto Lease Trust Series 2013-A, Class A3 0.59%, 2/15/16			825		825,001
Santander Drive Auto Receivables Trust Series 2013-4, Class A3 1.11%, 12/15/17			1,315		1,318,260
Series 2013-5, Class A2A 0.64%, 4/17/17			225		224,939

					26,154,255


ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO •			23

Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


Credit Cards - Fixed Rate – 1.1%
American Express Credit Account Master Trust Series 2014-2, Class A 1.26%, 1/15/20	U.S.$		400	$	400,640
Barclays Dryrock Issuance Trust Series 2014-3, Class A 2.41%, 7/15/22			1,119		1,129,254
Discover Card Master Trust Series 2012-A3, Class A3 0.86%, 11/15/17			891		893,106
World Financial Network Credit Card Master Trust Series 2012-B, Class A 1.76%, 5/17/21			890		897,914
Series 2013-A, Class A 1.61%, 12/15/21			570		567,835

					3,888,749

Credit Cards - Floating Rate – 1.1%
Barclays Dryrock Issuance Trust Series 2014-2, Class A 0.493%, 3/16/20^(b)			358		358,000
First National Master Note Trust Series 2013-2, Class A 0.683%, 10/15/19^(b)			882		884,672
Gracechurch Card Funding PLC Series 2012-1A, Class A2 0.806%, 2/15/17^(a)(b)	EUR		1,235		1,549,909
World Financial Network Credit Card Master Trust Series 2014-A, Class A 0.533%, 12/15/19^(b)	U.S.$		865		866,557

					3,659,138

Autos - Floating Rate – 0.7%
GE Dealer Floorplan Master Note Trust Series 2012-4, Class A 0.597%, 10/20/17^(b)			686		686,724
Hertz Fleet Lease Funding LP Series 2013-3, Class A 0.702%, 12/10/27^(a)(b)			1,180		1,182,071
Navmt Series 2014-1, Class A 0.903%, 10/25/19^(b)			719		719,000

					2,587,795

Other ABS - Fixed Rate – 0.5%
CIT Equipment Collateral Series 2013-VT1, Class A3 1.13%, 7/20/20^(a)			1,049		1,054,555


24		• ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO

Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


GE Equipment Small Ticket LLC Series 2014-1A, Class A2 0.59%, 8/24/16^(a)	U.S.$		790	$	790,072

					1,844,627

Other ABS - Floating Rate – 0.3%
GE Dealer Floorplan Master Note Trust Series 2014-1, Class A 0.537%, 7/20/19^(b)			1,075		1,073,824


Home Equity Loans - Floating Rate – 0.2%
Asset Backed Funding Certificates Series 2003-WF1, Class A2 1.277%, 12/25/32^(b)			65		62,761
GSAA Trust Series 2006-5, Class 2A3 0.422%, 3/25/36^(b)			969		669,180

					731,941

Home Equity Loans - Fixed Rate – 0.0%
Credit-Based Asset Servicing and Securitization LLC Series 2003-CB1, Class AF 3.95%, 1/25/33			118		117,202
Nationstar NIM Ltd. Series 2007-A, Class A 9.79%, 3/25/37^(h)(i)			18		– 0	–

					117,202

Total Asset-Backed Securities (cost $40,182,268)					40,057,531


CORPORATES – NON-INVESTMENT GRADE – 9.0%
Industrial – 5.2%
Basic – 0.2%
Axalta Coating Systems US Holdings, Inc./Axalta Coating Systems Dutch Holding B 7.375%, 5/01/21^(a)			700		757,750
Novelis, Inc. 8.375%, 12/15/17			75		78,375

					836,125

Capital Goods – 0.1%
Rexam PLC 6.75%, 6/29/67^(a)	EUR		360		474,819


Communications - Media – 0.9%
Arqiva Broadcast Finance PLC 9.50%, 3/31/20^(a)	GBP		300		524,902


ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO •			25

Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


CSC Holdings LLC 8.625%, 2/15/19	U.S.$		118	$	138,502
Intelsat Jackson Holdings SA 7.25%, 10/15/20			750		800,625
Numericable Group SA 5.375%, 5/15/22^(a)	EUR		222		288,893
Quebecor Media, Inc. 5.75%, 1/15/23	U.S.$		391		402,730
Unitymedia Hessen GmbH & Co. KG/Unitymedia NRW GmbH 5.50%, 1/15/23^(a)			750		781,875
Univision Communications, Inc. 6.875%, 5/15/19^(a)			271		284,889

					3,222,416

Communications - Telecommunications – 0.6%
Sprint Corp. 7.875%, 9/15/23^(a)			475		514,187
Wind Acquisition Finance SA 6.50%, 4/30/20^(a)			700		728,000
Windstream Corp. 6.375%, 8/01/23			750		755,625

					1,997,812

Consumer Cyclical - Automotive – 0.1%
General Motors Co. 3.50%, 10/02/18			340		350,200
Goodyear Tire & Rubber Co. (The) 8.25%, 8/15/20			158		169,850

					520,050

Consumer Cyclical - Other – 0.1%
KB Home 4.75%, 5/15/19			286		283,855
MCE Finance Ltd. 5.00%, 2/15/21^(a)			235		233,238

					517,093

Consumer Cyclical - Retailers – 0.3%
Cash America International, Inc. 5.75%, 5/15/18			295		306,800
CST Brands, Inc. 5.00%, 5/01/23			470		466,475
Men’s Wearhouse, Inc. (The) 7.00%, 7/01/22^(a)			379		392,739

					1,166,014

Consumer Non-Cyclical – 0.5%
CHS/Community Health Systems, Inc. 5.125%, 8/15/18			140		145,600


26		• ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO

Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


First Quality Finance Co., Inc. 4.625%, 5/15/21^(a)	U.S.$		475	$	439,375
Priory Group No 3 PLC 7.00%, 2/15/18^(a)	GBP		310		517,598
Voyage Care Bondco PLC 6.50%, 8/01/18^(a)			320		518,303

					1,620,876

Energy – 1.3%
Access Midstream Partners LP/ACMP Finance Corp. 4.875%, 3/15/24	U.S.$		338		353,210
California Resources Corp. 5.50%, 9/15/21^(a)			231		235,620
Cimarex Energy Co. 4.375%, 6/01/24			316		321,135
5.875%, 5/01/22			395		424,625
Global Partners LP/GLP Finance Corp. 6.25%, 7/15/22^(a)			361		357,390
Offshore Group Investment Ltd. 7.125%, 4/01/23			671		553,575
ONEOK, Inc. 4.25%, 2/01/22			877		866,199
Paragon Offshore PLC 6.75%, 7/15/22^(a)			52		39,650
7.25%, 8/15/24^(a)			303		231,795
Regency Energy Partners LP/Regency Energy Finance Corp. 4.50%, 11/01/23			135		133,987
5.75%, 9/01/20			420		446,250
SM Energy Co. 6.50%, 1/01/23			35		36,138
Targa Resources Partners LP/Targa Resources Partners Finance Corp. 6.375%, 8/01/22			440		473,000

					4,472,574

Other Industrial – 0.2%
General Cable Corp. 5.75%, 10/01/22			655		576,400


Services – 0.2%
Sabre GLBL, Inc. 8.50%, 5/15/19^(a)			673		723,475


Technology – 0.2%
Audatex North America, Inc. 6.00%, 6/15/21^(a)			630		666,225


Transportation - Airlines – 0.2%
Air Canada 6.75%, 10/01/19^(a)			640		673,600


ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO •			27

Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


Transportation - Services – 0.3%
Avis Budget Car Rental LLC/Avis Budget Finance, Inc. 5.50%, 4/01/23	U.S.$		670	$	674,187
Hertz Corp. (The) 6.75%, 4/15/19			304		316,920

					991,107

					18,458,586

Financial Institutions – 3.4%
Banking – 2.9%
ABN AMRO Bank NV 4.31%, 3/10/16^(d)	EUR		340		431,397
Bank of America Corp. Series Z 6.50%, 10/23/24^(d)	U.S.$		343		352,432
Bank of Ireland 2.063%, 9/22/15^(b)	CAD		565		481,256
Barclays Bank PLC 6.86%, 6/15/32^(a)(d)	U.S.$		129		142,868
7.625%, 11/21/22			400		435,750
7.75%, 4/10/23			402		440,692
BNP Paribas SA 4.73%, 4/12/16^(a)(d)	EUR		500		641,437
5.186%, 6/29/15^(a)(d)	U.S.$		297		299,970
Credit Agricole SA 7.875%, 1/23/24^(a)(d)			249		256,470
Credit Suisse Group AG 7.50%, 12/11/23^(a)(d)			363		386,595
Danske Bank A/S Series E 5.684%, 2/15/17^(d)	GBP		230		378,049
HBOS Capital Funding LP 4.939%, 5/23/16^(d)	EUR		910		1,139,146
Intesa Sanpaolo SpA 5.017%, 6/26/24^(a)	U.S.$		569		556,092
LBG Capital No.1 PLC 8.00%, 6/15/20^(a)(d)			254		272,415
Lloyds Banking Group PLC 7.50%, 6/27/24^(d)			402		418,080
Royal Bank of Scotland PLC (The) 9.50%, 3/16/22^(a)			1,024		1,170,330
Skandinaviska Enskilda Banken AB 5.471%, 3/23/15^(a)(d)			249		251,490
Series E 7.092%, 12/21/17^(d)	EUR		805		1,142,450
Societe Generale SA 4.196%, 1/26/15^(d)			232		290,731
5.922%, 4/05/17^(a)(d)	U.S.$		130		137,150


28		• ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO

Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


Unicredit Luxembourg Finance SA 6.00%, 10/31/17^(a)	U.S.$		563	$	606,995

					10,231,795

Finance – 0.2%
AerCap Aviation Solutions BV 6.375%, 5/30/17			320		339,200
International Lease Finance Corp. 5.875%, 4/01/19			245		263,987
Navient Corp. 7.25%, 1/25/22			99		110,633

					713,820

Insurance – 0.1%
American Equity Investment Life Holding Co. 6.625%, 7/15/21			430		453,650


REITS – 0.2%
Felcor Lodging LP 6.75%, 6/01/19			615		639,600

					12,038,865

Utility – 0.4%
Electric – 0.4%
AES Corp./VA 7.375%, 7/01/21			580		661,744
NRG Energy, Inc. 7.875%, 5/15/21			595		645,575

					1,307,319

Total Corporates – Non-Investment Grade (cost $31,401,038)					31,804,770


COLLATERALIZED MORTGAGE OBLIGATIONS – 4.1%
Non-Agency Floating Rate – 1.7%
Chevy Chase Funding LLC Mortgage-Backed Certificates Series 2006-2A, Class A2 0.332%, 4/25/47^(a)(b)			615		463,177
Deutsche Alt-A Securities Mortgage Loan Trust Series 2006-AR4, Class A2 0.342%, 12/25/36^(b)			1,044		640,432
HomeBanc Mortgage Trust Series 2005-1, Class A1 0.402%, 3/25/35^(b)			525		468,660
Impac Secured Assets CMN Owner Trust Series 2005-2, Class A2D 0.582%, 3/25/36^(b)			567		411,749


ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO •			29

Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


IndyMac Index Mortgage Loan Trust Series 2006-AR15, Class A1 0.272%, 7/25/36^(b)	U.S.$		769	$	589,985
Series 2006-AR27, Class 2A2 0.352%, 10/25/36^(b)			818		701,132
Residential Accredit Loans, Inc. Series 2007-QO2, Class A1 0.302%, 2/25/47^(b)			672		372,779
Series 2007-QS4, Class 2A4 0.492%, 3/25/37^(b)			1,000		367,484
Residential Asset Securitization Trust Series 2006-A4, Class 2A7 1.052%, 5/25/36^(b)			474		376,165
Washington Mutual Alternative Mortgage Pass-Through Certificates Series 2005-10, Class 2A3 1.052%, 11/25/35^(b)			409		304,375
Washington Mutual Mortgage Pass- Through Certificates Series 2007-OA1, Class A1A 0.815%, 2/25/47^(b)			1,324		1,075,167

					5,771,105

Non-Agency Fixed Rate – 1.5%
Alternative Loan Trust Series 2006-24CB, Class A16 5.75%, 6/25/36			577		512,635
Series 2006-28CB, Class A14 6.25%, 10/25/36			389		334,240
Series 2006-J1, Class 1A13 5.50%, 2/25/36			371		333,973
Citigroup Mortgage Loan Trust, Inc. Series 2005-2, Class 1A4 2.564%, 5/25/35			746		734,531
Countrywide Home Loan Mortgage Pass- Through Trust Series 2006-13, Class 1A18 6.25%, 9/25/36			509		473,950
Series 2006-13, Class 1A19 6.25%, 9/25/36			184		170,889
Series 2007-HYB2, Class 3A1 2.605%, 2/25/47			752		620,119
First Horizon Alternative Mortgage Securities Trust Series 2006-FA3, Class A9 6.00%, 7/25/36			642		542,470
JP Morgan Alternative Loan Trust Series 2006-A3, Class 2A1 3.118%, 7/25/36			1,078		836,679


30		• ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO

Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


Structured Asset Securities Corp. Mortgage Pass-Through Certificates Series 2002-3, Class B3 6.50%, 3/25/32	U.S.$		958	$	830,724

					5,390,210

GSE Risk Share Floating Rate – 0.9%
Federal Home Loan Mortgage Corp. Structured Agency Credit Risk Debt Notes Series 2013-DN2, Class M2 4.402%, 11/25/23^(b)			1,040		1,072,058
Series 2014-DN3, Class M3 4.152%, 8/25/24^(b)			870		838,717
Series 2014-HQ3, Class M3 4.903%, 10/25/24^(b)			345		345,762
Federal National Mortgage Association Connecticut Avenue Securities Series 2014-C01, Class M2 4.552%, 1/25/24^(b)			422		441,759
Series 2014-C03, Class 1M1 1.352%, 7/25/24^(b)			328		325,069
Structured Agency Credit Risk Debt Notes Series 2014-DN2, Class M3 3.752%, 4/25/24^(b)			250		234,634

					3,257,999

Agency Fixed Rate – 0.0%
Fannie Mae Grantor Trust Series 2004-T5, Class AB4 0.741%, 5/28/35			65		58,899


Total Collateralized Mortgage Obligations (cost $15,330,411)					14,478,213


INFLATION-LINKED SECURITIES – 3.1%
United States – 3.1%
U.S. Treasury Inflation Index 0.125%, 4/15/19 (TIPS) (cost $11,219,542)			10,973		11,049,688


QUASI-SOVEREIGNS – 1.8%
Quasi-Sovereign Bonds – 1.8%
Chile – 0.1%
Empresa de Transporte de Pasajeros Metro SA 4.75%, 2/04/24^(a)			358		377,160


China – 0.3%
Sinopec Group Overseas Development 2013 Ltd. 4.375%, 10/17/23^(a)			1,095		1,147,006


ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO •			31

Portfolio of Investments



		Principal Amount (000)		U.S. $ Value



Kazakhstan – 0.3%
KazMunayGas National Co. JSC 7.00%, 5/05/20^(a)	U.S.$		790	$	889,935


Malaysia – 0.5%
Petronas Capital Ltd. 5.25%, 8/12/19^(a)			1,385		1,555,691


Mexico – 0.2%
Petroleos Mexicanos 3.50%, 7/18/18-1/30/23			823		834,023


United Arab Emirates – 0.4%
IPIC GMTN Ltd. 3.75%, 3/01/17^(a)			1,365		1,440,075


Total Quasi-Sovereigns (cost $5,781,504)					6,243,890


LOCAL GOVERNMENTS – MUNICIPAL BONDS – 0.4%
United States – 0.4%
California GO Series 2010 7.625%, 3/01/40 (cost $1,450,664)			970		1,448,220


EMERGING MARKETS – CORPORATE BONDS – 0.3%
Industrial – 0.3%
Communications - Telecommunications – 0.1%
Comcel Trust 6.875%, 2/06/24^(a)			207		221,490


Consumer Non-Cyclical – 0.2%
Marfrig Overseas Ltd. 9.50%, 5/04/20^(a)			730		771,062
Virgolino de Oliveira Finance SA 10.50%, 1/28/18^(a)			660		161,700

					932,762

Total Emerging Markets – Corporate Bonds (cost $1,331,755)					1,154,252


GOVERNMENTS – SOVEREIGN BONDS – 0.3%
Turkey – 0.3%
Turkey Government International Bond 4.875%, 4/16/43 (cost $892,719)			903		878,655


32		• ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO

Portfolio of Investments

Company

Shares

U.S. $ Value

COMMON STOCKS – 0.2%

Mt. Logan Re Ltd. (Preference Shares)^{^ (j)}
(cost $700,000)

700

746,394

PREFERRED STOCKS – 0.2%

Financial Institutions – 0.2%

Insurance – 0.2%

Allstate Corp. (The)
5.10%
(cost $694,052)

25,975

638,464

Principal
Amount
(000)

GOVERNMENTS – SOVEREIGN AGENCIES – 0.2%

Canada – 0.1%

NOVA Chemicals Corp.
5.25%, 8/01/23^(a)

U.S.$

331

345,895

Colombia – 0.1%

Ecopetrol SA
5.875%, 5/28/45

245

251,157

Total Governments – Sovereign Agencies (cost $605,617)

597,052

Contracts

OPTIONS PURCHASED—PUTS – 0.0%

Options on Equities – 0.0%

Best of SPY TLT Expiration: Dec 2014,
Exercise Price: $ 100.00^(k)(l)
(premiums paid $26,250)

3,500,000

1,537

Shares

SHORT-TERM INVESTMENTS – 12.6%

Investment Companies – 12.6%

AllianceBerstein Fixed-Income
Shares Inc.—Government STIF
Portfolio, 0.07%^(m)(n)
(cost $44,458,515)

44,458,515

Total Investments – 111.8%
(cost $392,319,638)

394,663,642

Other assets less liabilities – (11.8)%

(41,642,748

)

Net Assets – 100.0%

353,020,894


ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO •			33

Portfolio of Investments

FUTURES (see Note D)


Type	Number of Contracts		Expiration Month		Original Value		Value at October 31, 2014		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
U.S. Long Bond (CBT) Futures		6		December 2014	$	834,010	$	846,563	$	12,553
U.S. T-Note 5 Yr (CBT) Futures		47		December 2014		5,568,842		5,613,195		44,353

Sold Contracts
U.S. T-Note 2 Yr (CBT) Futures		62		December 2014		13,568,212		13,612,875		(44,663	)

									$	12,243

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)


Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
BNP Paribas SA		EUR	7,717		USD	9,782		11/21/14	$	110,549
BNP Paribas SA		JPY	182,601		USD	1,687		12/05/14		61,485
JPMorgan Chase Bank		GBP	2,845		USD	4,584		11/14/14		33,572
JPMorgan Chase Bank		CAD	4,214		USD	3,761		11/21/14		23,751
Royal Bank of Scotland PLC		AUD	2,884		USD	2,532		12/12/14		811
Royal Bank of Scotland PLC		NZD	5,229		USD	4,143		12/19/14		84,276
State Street Bank & Trust Co.		MXN	48,890		USD	3,603		11/20/14		(24,379	)
State Street Bank & Trust Co.		USD	87		CAD	98		11/21/14		(230	)
State Street Bank & Trust Co.		USD	497		EUR	388		11/21/14		(9,702	)

									$	280,133

CENTRALLY CLEARED INTEREST RATE SWAPS (see Note D)


							Rate Type
Clearing Broker/ (Exchange)			Notional Amount (000)		Termination Date		Payments made by the Fund	Payments received by the Fund	Unrealized Appreciation/ (Depreciation)
Morgan Stanley & Co., LLC/(CME Group)		CAD		5,680		10/03/19	1.993%	3 Month CDOR	$	(21,756	)
Morgan Stanley & Co., LLC/(CME Group)	$			4,340		10/07/19	3 Month LIBOR	1.935%		47,019
Morgan Stanley & Co., LLC/(CME Group)				2,630		1/14/24	2.980%	3 Month LIBOR		(152,502	)
Morgan Stanley & Co., LLC/(CME Group)				2,300		2/14/24	2.889%	3 Month LIBOR		(108,782	)
Morgan Stanley & Co., LLC/(CME Group)		NZD		3,130		9/25/24	4.628%	3 Month BKBM		(48,117	)

									$	(284,138	)


34		• ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO

Portfolio of Investments

CREDIT DEFAULT SWAPS (see Note D)


Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at October 31, 2014			Notional Amount (000)		Market Value		Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Buy Contracts
Citibank, NA:
Russian Federation, 7.50%, 3/31/30, 6/20/19*		(1.00	)%		2.36	%	$	1,563	$	89,684	$	89,802		$	(118	)
Goldman Sachs Bank USA:
Russian Federation, 7.50%, 3/31/30, 6/20/19*		(1.00	)		2.36			1,967		112,898		112,128			770
Sale Contracts
Credit Suisse International:
Anadarko Petroleum Corp., 5.95%, 9/15/16, 9/20/17*		1.00			0.46			1,360		22,222		(27,627	)		49,849
Kohl’s Corp., 6.25%, 12/15/17, 6/20/19*		1.00			0.97			375		378		(4,707	)		5,085
Kohl’s Corp., 6.25%, 12/15/17, 6/20/19*		1.00			0.97			220		221		(2,477	)		2,698
Kohl’s Corp., 6.25%, 12/15/17, 6/20/19*		1.00			0.97			153		154		(1,917	)		2,071
Kohl’s Corp., 6.25%, 12/15/17, 6/20/19*		1.00	%		0.97	%		152		153		(1,902	)		2,055

									$	225,710	$	163,300		$	62,410

Termination date

INTEREST RATE SWAPS (see Note D)


					Rate Type
Swap Counterparty	Notional Amount (000)		Termination Date		Payments made by the Fund	Payments received by the Fund	Unrealized Appreciation/ (Depreciation)
JPMorgan Chase Bank, NA	$	5,590		1/30/17	1.059%	3 Month LIBOR	$	(45,273	)
JPMorgan Chase Bank, NA		6,230		2/07/22	2.043%	3 Month LIBOR		27,664

							$	(17,609	)


ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO •			35

Portfolio of Investments

CROSS CURRENCY SWAP CONTRACTS (see Note D)

Counterparty

Expiration
Date

Pay
Currency

Pay
Rate

Receive
Currency

Receive
Rate

Market
Value

Upfront
Premiums
Paid
(Received)

Unrealized
Appreciation/
(Depreciation)

Barclays Bank PLC

2/15/15

EUR

1 Month
EURIBOR
Plus a
Specified
Spread

USD

1 Month
LIBOR
Plus a
Specified
Spread

91,839

(988

)

92,827

Principal amount less than 500.

The security is subject to a 12 month lock-up period, after which semi-annual redemptions are permitted.

(a)

(b)

Floating Rate Security. Stated interest rate was in effect at October 31, 2014.

(c)

Coupon rate adjusts periodically based upon a predetermined schedule. Stated interest rate in effect at October 31, 2014.

(d)

Securities are perpetual and, thus, do not have a predetermined maturity date. The date shown, if applicable, reflects the next call date.

(e)

Illiquid security.

(f)

IO - Interest Only

(g)

Variable rate coupon, rate shown as of October 31, 2014.

(h)

Fair valued by the Adviser.

(i)

Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security, which represents 0.00% of net assets as of October 31, 2014, is considered illiquid and restricted.

Restricted Securities

Acquisition
Date

Cost

Market
Value

Percentage of
Net Assets

Nationstar NIM Ltd.
Series 2007-A,
Class A
9.79%, 3/25/37

4/04/07

17,607

– 0

–

0.00

(j)

Restricted and illiquid security.


Restricted Securities	Acquisition Date		Cost		Market Value		Percentage of Net Assets
Mt. Logan Re Ltd. (Preference Shares)		1/02/14	$	700,000	$	746,394		0.21	%

(k)

Non-income producing security.

(l)

One contract relates to 1 share.

(m)

To obtain a copy of the fund’s financial statements, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

(n)

Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

Currency Abbreviations:

AUD – Australian Dollar

CAD – Canadian Dollar

EUR – Euro


36		• ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO

Portfolio of Investments

GBP – Great British Pound

JPY – Japanese Yen

MXN – Mexican Peso

NZD – New Zealand Dollar

USD – United States Dollar

Glossary:

ABS – Asset-Backed Securities

ARMs – Adjustable Rate Mortgages

BKBM – Bank Bill Benchmark (New Zealand)

CBT – Chicago Board of Trade

CDOR – Canadian Dealer Offered Rate

CFC – Customer Facility Charge

CMBS – Commercial Mortgage-Backed Securities

CME – Chicago Mercantile Exchange

EURIBOR – Euro Interbank Offered Rate

GO – General Obligation

GSE – Government-Sponsored Enterprise

JSC – Joint Stock Company

LIBOR – London Interbank Offered Rates

REIT – Real Estate Investment Trust

SPY – SPDR Trust Series I

TBA – To Be Announced

TIPS – Treasury Inflation Protected Security

TLT – iShares Barclays 20 Year Treasury Bond Fund

See notes to financial statements.


ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO •			37

Portfolio of Investments

STATEMENT OF ASSETS & LIABILITIES

October 31, 2014


Assets
Investments in securities, at value
Unaffiliated issuers (cost $347,861,123)	$	350,205,127
Affiliated issuers (cost $44,458,515)		44,458,515
Due from broker		224,423	^(a)
Foreign currencies, at value (cost $85,990)		78,617
Receivable for investment securities sold		44,117,168
Interest receivable		2,304,600
Unrealized appreciation on forward currency exchange contracts		314,444
Receivable for capital stock sold		210,012
Upfront premium paid on credit default swaps		201,929
Unrealized appreciation on cross currency swaps		92,827
Unrealized appreciation on credit default swaps		62,528
Unrealized appreciation on interest rate swaps		27,664
Receivable for variation margin on exchange-traded derivatives		4,442

Total assets		442,302,296

Liabilities
Due to custodian		2,702
Payable for investment securities purchased		88,277,417
Payable for capital stock redeemed		260,284
Dividends payable		155,454
Advisory fee payable		113,383
Distribution fee payable		110,888
Transfer Agent fee payable		49,242
Unrealized depreciation on interest rate swaps		45,273
Upfront premium received on credit default swaps		38,629
Unrealized depreciation on forward currency exchange contracts		34,311
Administrative fee payable		17,627
Payable for variation margin on exchange-traded derivatives		6,648
Upfront premium received on cross currency swaps		988
Unrealized depreciation on credit default swaps		118
Accrued expenses		168,438

Total liabilities		89,281,402

Net Assets	$	353,020,894

Composition of Net Assets
Capital stock, at par	$	31,423
Additional paid-in capital		360,546,453
Undistributed net investment income		2,534,258
Accumulated net realized loss on investment and foreign currency transactions		(12,563,192	)
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		2,471,952

	$	353,020,894


38		• ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO

Statement of Assets & Liabilities

Net Asset Value Per Share—24 billion shares of capital stock authorized, $.001 par value


Class	Net Assets		Shares Outstanding		Net Asset Value

A	$	273,961,720		24,381,745	$	11.24	*

B	$	3,016,849		268,403	$	11.24

C	$	42,690,285		3,806,460	$	11.22

Advisor	$	26,352,243		2,344,021	$	11.24

R	$	2,368,016		210,752	$	11.24

K	$	4,515,226		401,558	$	11.24

I	$	106,457		9,462	$	11.25

Z	$	10,098		897	$	11.26

(a)

Represents amounts on deposit at the broker as collateral for open derivative contracts.

The maximum offering price per share for Class A shares was $11.74 which reflects a sales charge of 4.25%.

See notes to financial statements.


ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO •			39

Statement of Assets & Liabilities

STATEMENT OF OPERATIONS

Year Ended October 31, 2014


Investment Income
Interest	$	15,150,596
Dividends
Unaffiliated issuers		165,452
Affiliated issuers		17,534
Consent fee income		15,812		$	15,349,394

Expenses
Advisory fee (see Note B)		1,702,541
Distribution fee—Class A		859,487
Distribution fee—Class B		40,556
Distribution fee—Class C		442,371
Distribution fee—Class R		11,204
Distribution fee—Class K		10,220
Transfer agency—Class A		441,738
Transfer agency—Class B		7,186
Transfer agency—Class C		70,223
Transfer agency—Advisor Class		60,018
Transfer agency—Class R		5,593
Transfer agency—Class K		6,858
Transfer agency—Class I		63
Transfer agency—Class Z		1
Custodian		222,487
Registration fees		85,962
Audit and tax		83,785
Printing		67,253
Administrative		56,402
Legal		50,344
Directors’ fees		7,743
Miscellaneous		26,707

Total expenses		4,258,742
Less: expenses waived and reimbursed by the Adviser (see Note B)		(624,838	)

Net expenses					3,633,904

Net investment income					11,715,490

Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net realized gain (loss) on:
Investment transactions					16,173,181
Futures					(88,847	)
Options written					37,400
Swaps					(6,487	)
Foreign currency transactions					978,533
Net change in unrealized appreciation/depreciation of:
Investments					(10,197,529	)
Futures					20,167
Swaps					(303,422	)
Foreign currency denominated assets and liabilities and other assets					507,630

Net gain on investment and foreign currency transactions					7,120,626

Net Increase in Net Assets from Operations				$	18,836,116

See notes to financial statements.


40		• ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO

Statement of Operations

STATEMENT OF CHANGES IN NET ASSETS


	Year Ended October 31, 2014			Year Ended October 31, 2013
Increase (Decrease) in Net Assets from Operations
Net investment income	$	11,715,490		$	11,275,649
Net realized gain on investment and foreign currency transactions		17,093,780			4,372,364
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities and other assets		(9,973,154	)		(21,434,180	)

Net increase (decrease) in net assets from operations		18,836,116			(5,786,167	)
Dividends to Shareholders from
Net investment income
Class A		(8,778,788	)		(9,324,764	)
Class B		(97,320	)		(150,141	)
Class C		(1,049,284	)		(1,130,651	)
Advisor Class		(1,278,019	)		(2,685,254	)
Class R		(63,907	)		(60,986	)
Class K		(126,092	)		(102,506	)
Class I		(1,625	)		(2,287	)
Class Z		(161	)		– 0	–
Capital Stock Transactions
Net decrease		(88,221,496	)		(89,351,728	)
Capital Contributions
Proceeds from third party regulatory settlement (see Note E)		– 0	–		621,752

Total decrease		(80,780,576	)		(107,972,732	)
Net Assets
Beginning of period		433,801,470			541,774,202

End of period (including undistributed net investment income of $2,534,258 and $677,586, respectively)	$	353,020,894		$	433,801,470

See notes to financial statements.


ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO •			41

Statement of Changes in Net Assets

NOTES TO FINANCIAL STATEMENTS

October 31, 2014

NOTE A

Significant Accounting Policies

AllianceBernstein Bond Fund, Inc. (the “Fund”) is registered under the Investment Company Act of 1940 as an open-end management investment company. The Fund, which is a Maryland corporation, operates as a series company comprised of nine portfolios currently in operation: the Intermediate Bond Portfolio, the Bond Inflation Strategy Portfolio, the Municipal Bond Inflation Strategy Portfolio, the Real Asset Strategy Portfolio, the Limited Duration High Income Portfolio, the Government Reserves Portfolio, the Tax-Aware Fixed Income Portfolio, the AllianceBernstein Credit Long/Short Portfolio and the AllianceBernstein High Yield Portfolio. They are each diversified Portfolios, with the exception of the Limited Duration High Income Portfolio, which is non-diversified. The Government Reserves Portfolio commenced operations on May 1, 2013. The Tax-Aware Fixed Income Portfolio commenced operations on December 11, 2013. The AllianceBernstein Credit Long/Short Portfolio commenced operations on May 7, 2014. The AllianceBernstein High Yield Portfolio commenced operations July 15, 2014. Each Portfolio is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the Intermediate Bond Portfolio (the “Portfolio”). The Portfolio offers Class A, Class B, Class C, Advisor Class, Class R, Class K, Class I, and Class Z shares. Effective April 28, 2014 the fund commenced offering of Class Z shares. Class A shares are sold with a front-end sales charge of up to 4.25% for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class B shares are currently sold with a contingent deferred sales charge which declines from 3% to zero depending on the period of time the shares are held. Effective January 31, 2009, sales of Class B shares of the Portfolio to new investors were suspended. Class B shares will only be issued (i) upon the exchange of Class B shares from another AllianceBernstein Mutual Fund, (ii) for purposes of dividend reinvestment, (iii) through the Portfolio’s Automatic Investment Program (the “Program”) for accounts that established the Program prior to January 31, 2009, and (iv) for purchases of additional shares by Class B shareholders as of January 31, 2009. The ability to establish a new Program for accounts containing Class B shares was suspended as of January 31, 2009. Class B shares will automatically convert to Class A shares six years after the end of the calendar month of purchase. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase. Class R and Class K shares are sold without an initial or contingent deferred sales charge. Advisor Class, Class I and Class Z shares are sold without an initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All eight classes of shares have identical voting, dividend, liquidation and other rights, except that the classes bear different distribution and transfer agency expenses. Each class has exclusive voting rights with respect to its distribution plan. The financial statements have been prepared in conformity with U.S.


42		• ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO

Notes to Financial Statements

generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation


ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO •			43

Notes to Financial Statements

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

•

Level 1—quoted prices in active markets for identical investments

•

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)


44		• ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO

Notes to Financial Statements

Options and warrants are valued using market-based inputs to models, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency, where such inputs and models are available. Alternatively the values may be obtained through unobservable management determined inputs and/or management’s proprietary models. Where models are used, the selection of a particular model to value an option or a warrant depends upon the contractual terms of, and specific risks inherent in, the option or warrant as well as the availability of pricing information in the market. Valuation models require a variety of inputs, including contractual terms, market prices, measures of volatility and correlations of such inputs. Exchange traded options generally will be classified as Level 2. For options or warrants that do not trade on exchange but trade in liquid markets, inputs can generally be verified and model selection does not involve significant management judgment. Options and warrants are classified within Level 2 on the fair value hierarchy when all of the significant inputs can be corroborated to market evidence. Otherwise such instruments are classified as Level 3.


ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO •			45

Notes to Financial Statements

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of October 31, 2014:

Investments in Securities:

Level 1

Level 2

Level 3

Total

Assets:

Corporates—Investment Grade

– 0

–

76,956,501

– 0

–

76,956,501

Governments—Treasuries

– 0

–

70,069,096

– 0

–

70,069,096

Mortgage Pass-Throughs

– 0

–

53,043,716

– 0

–

53,043,716

Commercial Mortgage-Backed Securities

– 0

–

33,843,220

7,193,928

41,037,148

Asset-Backed Securities

– 0

–

36,289,937

3,767,594

40,057,531

Corporates—Non-Investment Grade

– 0

–

31,497,970

306,800

31,804,770

Collateralized Mortgage Obligations

– 0

–

58,899

14,419,314

14,478,213

Inflation-Linked Securities

– 0

–

11,049,688

– 0

–

11,049,688

Quasi-Sovereigns

– 0

–

6,243,890

– 0

–

6,243,890

Local Governments—Municipal Bonds

– 0

–

1,448,220

– 0

–

1,448,220

Emerging Markets—Corporate Bonds

– 0

–

1,154,252

– 0

–

1,154,252

Governments—Sovereign Bonds

– 0

–

878,655

– 0

–

878,655

Common Stocks

– 0

–

– 0

–

746,394

Preferred Stocks

638,464

– 0

–

– 0

–

638,464

Governments—Sovereign Agencies

– 0

–

597,052

– 0

–

597,052

Options Purchased—Puts

– 0

–

1,537

– 0

–

1,537

Short-Term Investments

44,458,515

– 0

–

– 0

–

44,458,515

Total Investments in Securities

45,096,979

323,132,633

26,434,030

394,663,642

Other Financial Instruments* :

Assets:

Futures

56,906

– 0

–

– 0

–

56,906

Forward Currency Exchange Contracts

– 0

–

314,444

– 0

–

314,444

Centrally Cleared Interest Rate Swaps

– 0

–

47,019

– 0

–

47,019

Credit Default Swaps

– 0

–

62,528

– 0

–

62,528

Interest Rate Swaps

– 0

–

27,664

– 0

–

27,664

Cross Currency Swaps

– 0

–

– 0

–

92,827

Liabilities:

Futures

(44,663

)

– 0

–

– 0

–

(44,663

Forward Currency Exchange Contracts

– 0

–

(34,311

)

– 0

–

(34,311

)

Centrally Cleared Interest Rate Swaps

– 0

–

(331,157

)

– 0

–

(331,157

Credit Default Swaps

– 0

–

(118

)

– 0

–

(118

)

Interest Rate Swaps

– 0

–

(45,273

)

– 0

–

(45,273

)

Total+

45,109,222

323,173,429

26,526,857

394,809,508

The Portfolio held securities with zero market value at period end.

Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

There were no transfers between any levels during the reporting period.


46		• ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO

Notes to Financial Statements

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value.

Asset-Backed
Securities^

Commercial
Mortgage-Backed
Securities

Corporates -
Non-Investment
Grade

Balance as of 10/31/13

3,931,856

6,470,698

458,400

Accrued discounts/(premiums)

14,277

(4,472

)

2,133

Realized gain (loss)

27,236

63,256

13,476

Change in unrealized appreciation/depreciation

20,889

(86,932

)

27,041

Purchases

2,914,005

2,436,109

468,150

Sales

(3,140,669

)

(1,684,731

)

(662,400

)

Settlements

– 0

–

– 0

–

– 0

–

Transfers in to Level 3

– 0

–

– 0

–

– 0

–

Transfers out of Level 3

– 0

–

– 0

–

– 0

–

Balance as of 10/31/14

3,767,594

7,193,928

306,800

Net change in unrealized appreciation/depreciation from Investments held as of 10/31/14*

26,090

(72,810

)

17,993

Collateralized
Mortgage
Obligations

Common Stocks

Centrally Cleared
Interest Rate
Swaps

Balance as of 10/31/13

11,369,217

– 0

–

(56,082

)

Accrued discounts/(premiums)

104,419

– 0

–

– 0

–

Realized gain (loss)

(32,237

)

– 0

–

(22,677

)

Change in unrealized appreciation/depreciation

397,130

46,394

56,082

Purchases

5,207,923

700,000

– 0

–

Sales

(2,627,138

)

– 0

–

– 0

–

Settlements

– 0

–

– 0

–

22,677

Transfers in to Level 3

– 0

–

– 0

–

– 0

–

Transfers out of Level 3

– 0

–

– 0

–

– 0

–

Balance as of 10/31/14

14,419,314

746,394

– 0

–

Net change in unrealized appreciation/depreciation from Investments held as of 10/31/14*

302,780

46,394

– 0

–


ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO •			47

Notes to Financial Statements



	Cross Currency Swaps			Total
Balance as of 10/31/13	$	(45,731	)	$	22,128,358
Accrued discounts/(premiums)		– 0	–		116,357
Realized gain (loss)		5,300			54,354
Change in unrealized appreciation/depreciation		138,558			599,162
Purchases		– 0	–		11,726,187
Sales		– 0	–		(8,114,938	)
Settlements		(5,300	)		17,377
Transfers in to Level 3		– 0	–		– 0	–
Transfers out of Level 3		– 0	–		– 0	–

Balance as of 10/31/14	$	92,827		$	26,526,857

Net change in unrealized appreciation/depreciation from Investments held as of 10/31/14*	$	138,558		$	459,005

The Portfolio held securities with zero market value at period end.

The unrealized appreciation/depreciation is included in net change in unrealized appreciation/depreciation of investments in the accompanying statement of operations.

The following presents information about significant unobservable inputs related to the Portfolio with material categories of Level 3 investments at October 31, 2014. Securities priced by third party vendors are excluded from the following table.

Quantitative Information about Level 3 Fair Value Measurements

Fair Value at
10/31/14

Valuation
Technique

Unobservable
Input

Range/
Weighted Average

Asset-Backed Securities

– 0

–

Qualitative
Assessment

$0.00/ N/A


48		• ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO

Notes to Financial Statements

3. Currency Translation

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes


ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO •			49

Notes to Financial Statements

Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .45% of the first $2.5 billion, .40% of the next $2.5 billion and .35% in excess of $5 billion, of the Portfolio’s average daily net assets. Effective February 1, 2013 (effective April 28, 2014 for Class Z shares), the Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis (the “Expense Caps”) to .90%, 1.60%, 1.60%, .60%, 1.10%, .85%, .60%, and .60% of the daily average net assets for the Class A, Class B, Class C, Advisor Class, Class R, Class K, Class I, and Class Z shares, respectively. Prior to February 1, 2013,


50		• ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO

Notes to Financial Statements

the Expense Caps were 85%, 1.55%, 1.55%, .55%, 1.05%, .80% and .55% of the daily average net assets for the Class A, Class B, Class C, Advisor Class, Class R, Class K and Class I shares, respectively. This waiver extends through January 31, 2015 and then may be extended by the Adviser for additional one year terms. For the year ended October 31, 2014, such reimbursements/waivers amounted to $624,838.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the year ended October 31, 2014, the reimbursement for such services amounted to $56,402.

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, serves as the distributor of the Portfolio’s shares. The Distributor has advised the Portfolio that it has retained front-end sales charges of $4,583 from the sale of Class A shares and received $10,368, $1,627 and $389 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A, Class B and Class C shares, respectively, for the year ended October 31, 2014.

The Portfolio may invest in the AllianceBernstein Fixed-Income Shares, Inc. – Government STIF Portfolio (“Government STIF Portfolio”), an open-end management investment company managed by the Adviser. The Government STIF Portfolio is offered as a cash management option to mutual funds and other institutional accounts of the Adviser, and is not available for direct purchase by members of the public. The Government STIF Portfolio pays no investment management fees but does bear its own expenses. A summary of the Portfolio’s transactions in shares of the Government STIF Portfolio for the year ended October 31, 2014 is as follows:

Market Value

October 31, 2013

(000)

Purchases
at Cost
(000)

Sales
Proceeds
(000)

Market Value
October 31, 2014
(000)

Dividend
Income
(000)

$ 23,337

234,631

213,509

44,459

Brokerage commissions paid on investment transactions for the year ended October 31, 2014 amounted to $3,743, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.


ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO •			51

Notes to Financial Statements

NOTE C

Distribution Services Agreement

The Portfolio has adopted a Distribution Services Agreement (the “Agreement”) pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Agreement, the Portfolio pays distribution and servicing fees to the Distributor at an annual rate of up to .30% of the Portfolio’s average daily net assets attributable to Class A shares, 1% of the Portfolio’s average daily net assets attributable to both Class B and Class C shares, .50% of the Portfolio’s average daily net assets attributable to Class R shares and .25% of the Portfolio’s average daily net assets attributable to Class K shares. There are no distribution and servicing fees on the Advisor Class, Class I and Class Z shares. The fees are accrued daily and paid monthly. The Agreement provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. Since the commencement of the Portfolio’s operations, the Distributor has incurred expenses in excess of the distribution costs reimbursed by the Portfolio in the amounts of $0, $1,026,738, $119,379 and $49,356 for Class B, Class C, Class R and Class K shares, respectively. While such costs may be recovered from the Portfolio in future periods so long as the Agreement is in effect, the rate of the distribution and servicing fees payable under the Agreement may not be increased without a shareholder vote. In accordance with the Agreement, there is no provision for recovery of unreimbursed distribution costs incurred by the Distributor beyond the current fiscal year for Class A shares. The Agreement also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended October 31, 2014 were as follows:


	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	136,582,729	$	228,762,575
U.S. government securities		744,008,039		750,402,705

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation (excluding futures, foreign currency and swap transactions) are as follows:


Cost	$	392,379,914

Gross unrealized appreciation	$	6,145,553
Gross unrealized depreciation		(3,861,825	)

Net unrealized appreciation	$	2,283,728


52		• ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO

Notes to Financial Statements

1. Derivative Financial Instruments

The principal types of derivatives utilized by the Portfolio, as well as the methods in which they may be used are:

•

Futures


ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO •			53

Notes to Financial Statements

During the year ended October 31, 2014, the Portfolio held futures for hedging and non-hedging purposes.

•

Forward Currency Exchange Contracts

During the year ended October 31, 2014, the Portfolio held forward currency exchange contracts for hedging and non-hedging purposes.

•

Option Transactions


54		• ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO

Notes to Financial Statements

written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio selling or buying a security or currency at a price different from the current market value.

During the year ended October 31, 2014, the Portfolio held purchased options for hedging purposes.

For the year ended October 31, 2014, the Portfolio had the following transactions in written options:


	Number of Contracts			Premiums Received
Options written outstanding as of 10/31/13		– 0	–	$	– 0	–
Options written		122,000			37,400
Options expired		(122,000	)		(37,400	)
Options bought back		– 0	–		– 0	–
Options exercised		– 0	–		– 0	–

Options written outstanding as of 10/31/14		– 0	–	$	– 0	–

•

Swaps

The Portfolio may enter into swaps to hedge its exposure to interest rates, credit risk, or currencies. The Portfolio may also enter into swaps for non-hedging purposes as a means of gaining market exposures, including by making direct investments in foreign currencies, as described below under “Currency Transactions” or in order to take a “long” or “short” position with respect to an underlying referenced asset described below under “Total Return Swaps”. A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specified prices or rates for a specified amount of an underlying asset. The payment flows are usually netted against each other, with the difference being paid by one party to the other. In addition, collateral may be pledged or received by the Portfolio in accordance with the terms of the respective swaps to provide value and recourse to the Portfolio or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap.


ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO •			55

Notes to Financial Statements

Risks may arise as a result of the failure of the counterparty to the swap to comply with the terms of the swap. The loss incurred by the failure of a counterparty is generally limited to the net interim payment to be received by the Portfolio, and/or the termination value at the end of the contract. Therefore, the Portfolio considers the creditworthiness of each counterparty to a swap in evaluating potential counterparty risk. This risk is mitigated by having a netting arrangement between the Portfolio and the counterparty and by the posting of collateral by the counterparty to the Portfolio to cover the Portfolio’s exposure to the counterparty. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities. The Portfolio accrues for the interim payments on swaps on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swaps on the statement of assets and liabilities, where applicable. Once the interim payments are settled in cash, the net amount is recorded as realized gain/(loss) on swaps on the statement of operations, in addition to any realized gain/(loss) recorded upon the termination of swaps. Upfront premiums paid or received are recognized as cost or proceeds on the statement of assets and liabilities and are amortized on a straight line basis over the life of the contract. Amortized upfront premiums are included in net realized gain/(loss) from swaps on the statement of operations. Fluctuations in the value of swaps are recorded as a component of net change in unrealized appreciation/depreciation of swaps on the statement of operations.

At the time the Portfolio enters into a centrally cleared swap, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Such amount is shown as due from broker on the statement of assets and liabilities. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for swaps cleared through a central clearing house exchange is generally less than privately negotiated swaps, since the clearinghouse, which is the issuer or


56		• ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO

Notes to Financial Statements

counterparty to each exchange-traded swap, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Interest Rate Swaps:

During the year ended October 31, 2014, the Portfolio held interest rate swaps for hedging and non-hedging purposes.

Currency Swaps:

The Portfolio may invest in currency swaps for hedging purposes to protect against adverse changes in exchange rates between the U.S. Dollar and other currencies or for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”. Currency swaps involve the individually negotiated exchange by a Portfolio with another party of a series of payments in specified currencies. Actual principal amounts of currencies may be exchanged by the counterparties at the initiation, and again upon the termination, of the transaction. Therefore, the entire principal value of a currency swap is subject to the risk that the swap counterparty will default on its contractual delivery obligations.

During the year ended October 31, 2014, the Portfolio held currency swaps for hedging purposes.


ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO •			57

Notes to Financial Statements

Credit Default Swaps:

The Portfolio may enter into credit default swaps, including to manage its exposure to the market or certain sectors of the market, to reduce its risk exposure to defaults by corporate and sovereign issuers held by the Portfolio, or to create exposure to corporate or sovereign issuers to which it is not otherwise exposed. The Portfolio may purchase credit protection (“Buy Contract”) or provide credit protection (“Sale Contract”) on the referenced obligation of the credit default swap. During the term of the swap, the Portfolio receives/(pays) fixed payments from/(to) the respective counterparty, calculated at the agreed upon rate applied to the notional amount. If the Portfolio is a buyer/(seller) of protection and a credit event occurs, as defined under the terms of the swap, the Portfolio will either (i) receive from the seller/(pay to the buyer) of protection an amount equal to the notional amount of the swap (the “Maximum Payout Amount”) and deliver/(take delivery of) the referenced obligation or (ii) receive/(pay) a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation.

In certain circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront premium received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swaps entered into by the Portfolio for the same reference obligation with the same counterparty. As of October 31, 2014, the Portfolio did not have Buy Contracts outstanding with respect to the same referenced obligation and same counterparty for its Sale Contracts outstanding.

During the year ended October 31, 2014, the Portfolio held credit default swaps for hedging and non-hedging purposes.


58		• ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO

Notes to Financial Statements

payments required to be made to enter into the agreement. Widening credit spreads typically represent a deterioration of the referenced obligation’s credit soundness and greater likelihood of default or other credit event occurring as defined under the terms of the agreement. A credit spread identified as “Defaulted” indicates a credit event has occurred for the referenced obligation.

At October 31, 2014, the Portfolio had entered into the following derivatives:

Asset Derivatives

Liability Derivatives

Derivative Type

Statement of
Assets and
Liabilities
Location

Fair Value

Statement of
Assets and
Liabilities
Location

Fair Value

Interest rate contracts

Receivable/Payable for variation margin on exchange-traded derivatives

103,925

Receivable/Payable for variation margin on exchange-traded derivatives

375,820


ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO •			59

Notes to Financial Statements


	Asset Derivatives			Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value

Foreign exchange contracts	Unrealized appreciation on forward currency exchange contracts	$	314,444	Unrealized depreciation on forward currency exchange contracts	$	34,311

Equity contracts	Investments in securities, at value		1,537

Interest rate contracts	Unrealized appreciation on interest rate swaps		27,664	Unrealized depreciation on interest rate swaps		45,273

Foreign exchange contracts	Unrealized appreciation on currency swaps		92,827

Credit contracts	Unrealized appreciation on credit default swaps		62,528	Unrealized depreciation on credit default swaps		118

Total		$	602,925		$	455,522

The effect of derivative instruments on the statement of operations for the year ended October 31, 2014:


Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Interest rate contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures	$	(88,847	)	$	20,167

Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities		(313,978	)		530,589


60		• ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO

Notes to Financial Statements


Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)

Equity contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments	$	(113,960	)	$	(24,713	)

Equity contracts	Net realized gain (loss) on options written; Net change in unrealized appreciation/depreciation of options written		37,400

Interest rate contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(258,685	)		(256,433	)

Foreign exchange contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		5,416			138,558

Credit contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		246,782			(185,547	)

Total		$	(485,872	)	$	222,621

The following table represents the volume of the Portfolio’s derivative transactions during the year ended October 31, 2014:


Futures:
Average original value of buy contracts	$	7,791,459
Average original value of sale contracts	$	12,275,795

Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	9,818,747
Average principal amount of sale contracts	$	42,713,923

Purchased Options:
Average monthly cost	$	43,484	^(a)

Interest Rate Swaps:
Average notional amount	$	11,820,000

Centrally Cleared Interest Rate Swaps:
Average notional amount	$	12,531,914	^(b)

Cross Currency Swaps:
Average notional amount	$	1,637,610


ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO •			61

Notes to Financial Statements


Credit Default Swaps:
Average notional amount of buy contracts	$	3,530,000	^(c)
Average notional amount of sale contracts	$	1,758,453

Centrally Cleared Credit Default Swaps:
Average notional amount of buy contracts	$	23,605,000	^(d)
Average notional amount of sale contracts	$	8,136,667	^(a)

^(a)

Positions were open for five months during the year.

^(b)

Positions were open for eleven months during the year.

^(c)

Positions were open for six months during the year.

^(d)

Positions were open for two months during the year.

For financial reporting purposes, the Portfolio does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the statement of assets and liabilities.

Counterparty

Derivative
Assets
Subject to a MA

Derivative
Available for
Offset

Cash
Collateral
Received*

Security
Collateral
Received*

Net Amount of
Derivatives
Assets

Exchange-Traded Derivatives:

Morgan Stanley & Co., LLC**

4,442

– 0

–

– 0 –

– 0

–

4,442

Total

4,442

– 0

–

– 0 –

– 0

–

4,442

OTC Derivatives:

Barclays Bank PLC

92,827

– 0

–

– 0 –

– 0

–

92,827

BNP Paribas SA

172,034

– 0

–

– 0 –

– 0

–

172,034

Citibank, NA

89,684

– 0

–

– 0 –

– 0

–

89,684

Credit Suisse International

23,128

– 0

–

– 0 –

– 0

–

23,128

Goldman Sachs Bank USA

112,898

– 0

–

– 0 –

– 0

–

112,898

JPMorgan Chase Bank

58,860

– 0

–

– 0 –

– 0

–

58,860

JPMorgan Chase Bank, NA

27,664

(27,664

)

– 0 –

– 0

–

– 0

–

Royal Bank of Scotland PLC

85,087

– 0

–

– 0 –

– 0

–

85,087

Total

662,182

(27,664

)

–0 –

– 0

–

634,518


62		• ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO

Notes to Financial Statements


Counterparty	Derivative Liabilities Subject to a MA		Derivative Available for Offset			Cash Collateral Pledged*			Security Collateral Pledged*			Net Amount of Derivatives Liabilities
Exchange-Traded Derivatives:
NewEdge USA, LLC**	$	6,648	$	– 0	–	$	(6,648	)	$	– 0	–	$	– 0	–

Total	$	6,648	$	– 0	–	$	(6,648	)	$	– 0	–	$	– 0	–

OTC Derivatives:
JPMorgan Chase Bank, NA	$	45,273	$	(27,664	)	$	– 0	–	$	– 0	–	$	17,609
State Street Bank & Trust Co.		34,311		– 0	–		– 0	–		– 0	–		34,311

Total	$	79,584	$	(27,664	)	$	–0	–	$	– 0	–	$	51,920	^

The actual collateral received/pledged may be more than the amount reported due to overcollateralization.

Cash has been posted for initial margin requirements for exchange traded derivatives outstanding at October 31, 2014.

2. Currency Transactions

3. Dollar Rolls

The Portfolio may enter into dollar rolls. Dollar rolls involve sales by the Portfolio of securities for delivery in the current month and the Portfolio’s simultaneously contracting to repurchase substantially similar (same type and coupon) securities on a specified future date. During the roll period, the Portfolio forgoes principal and interest paid on the securities. The Portfolio is compensated by the difference between the current sales price and the lower forward price for the future purchase (often referred to as the “drop”) as well as by the interest earned on the cash proceeds of the initial sale. Dollar rolls involve the risk that the market value of the securities the Portfolio is obligated to repurchase under the agreement may decline below the repurchase price. Dollar rolls are speculative techniques and may be considered to be borrowings by the Portfolio. For the year ended October 31,


ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO •			63

Notes to Financial Statements

2014, the Portfolio earned drop income of $1,448,142 which is included in interest income in the accompanying statement of operations.

4. Reverse Repurchase Agreements

The Portfolio may enter into reverse repurchase transactions (“RVP”) in accordance with the terms of a Master Repurchase Agreement (“MRA”), under which the Portfolio sells securities and agrees to repurchase them at a mutually agreed upon date and price. At the time the Portfolio enters into a reverse repurchase agreement, it will establish a segregated account with the custodian containing liquid assets having a value comparable to the repurchase price. Under the MRA and other Master Agreements, the Portfolio is permitted to offset payables and/or receivables with collateral held and/or posted to the counterparty and create one single net payment due to or from the Portfolio in the event of a default. In the event of a default by a MRA counterparty, the Portfolio may be considered an unsecured creditor with respect to any excess collateral (collateral with a market value in excess of the repurchase price) held by and/or posted to the counterparty, and as such the return of such excess collateral may be delayed or denied. For the year ended October 31, 2014, the Portfolio had no transactions in reverse repurchase agreements.

NOTE E

Capital Stock

Each class consists of 3,000,000,000 authorized shares. Transactions in capital shares for each class were as follows:



	Shares						Amount
	Year Ended October 31, 2014			Year Ended October 31, 2013			Year Ended October 31, 2014			Year Ended October 31, 2013

Class A
Shares sold		933,382			1,466,440		$	10,384,000		$	16,441,189

Shares issued in reinvestment of dividends		573,909			614,242			6,379,324			6,847,142

Shares converted from Class B		149,844			203,622			1,663,533			2,282,617

Shares redeemed		(4,712,407	)		(7,362,008	)		(52,313,975	)		(81,944,743	)

Net decrease		(3,055,272	)		(5,077,704	)	$	(33,887,118	)	$	(56,373,795	)


Class B
Shares sold		18,189			64,968		$	202,388		$	729,431

Shares issued in reinvestment of dividends		8,122			11,838			90,163			132,338

Shares converted to Class A		(149,785	)		(203,497	)		(1,663,533	)		(2,282,617	)

Shares redeemed		(94,252	)		(184,123	)		(1,044,053	)		(2,049,413	)

Net decrease		(217,726	)		(310,814	)	$	(2,415,035	)	$	(3,470,261	)


64		• ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO

Notes to Financial Statements



	Shares						Amount
	Year Ended October 31, 2014			Year Ended October 31, 2013			Year Ended October 31, 2014			Year Ended October 31, 2013

Class C
Shares sold		179,590			351,263		$	2,000,896		$	3,941,632

Shares issued in reinvestment of dividends		73,610			77,930			816,406			867,511

Shares redeemed		(776,478	)		(1,480,096	)		(8,588,355	)		(16,442,430	)

Net decrease		(523,278	)		(1,050,903	)	$	(5,771,053	)	$	(11,633,287	)


Advisor Class
Shares sold		2,974,672			1,332,510		$	33,468,592		$	14,997,612

Shares issued in reinvestment of dividends		93,793			230,003			1,035,070			2,566,416

Shares redeemed		(7,399,876	)		(3,180,265	)		(81,798,132	)		(35,169,323	)

Net decrease		(4,331,411	)		(1,617,752	)	$	(47,294,470	)	$	(17,605,295	)


Class R
Shares sold		59,606			158,867		$	661,932		$	1,801,725

Shares issued in reinvestment of dividends		5,744			5,488			63,862			61,160

Shares redeemed		(58,323	)		(98,153	)		(647,074	)		(1,103,120	)

Net increase		7,027			66,202		$	78,720		$	759,765


Class K
Shares sold		101,384			48,779		$	1,121,247		$	546,056

Shares issued in reinvestment of dividends		11,372			9,385			126,655			104,699

Shares redeemed		(25,439	)		(78,983	)		(282,557	)		(879,538	)

Net increase (decrease)		87,317			(20,819	)	$	965,345		$	(228,783	)


Class I
Shares sold		11,353			1,868		$	127,276		$	20,957

Shares issued in reinvestment of dividends		98			155			1,097			1,763

Shares redeemed		(3,219	)		(72,131	)		(36,261	)		(822,792	)

Net increase (decrease)		8,232			(70,108	)	$	92,112		$	(800,072	)


Class Z^(a)
Shares sold		897			– 0	–	$	10,003		$	– 0	–

Net increase		897			– 0	–	$	10,003		$	– 0	–

^(a)

Commenced distribution on April 28, 2014.

For the year ended October 31, 2013, the Portfolio received $621,752 related to a third-party’s settlement of regulatory proceedings involving allegations of


ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO •			65

Notes to Financial Statements

improper trading. This amount is presented in the Portfolio’s statement of changes in net assets. Neither the Portfolio nor its affiliates were involved in the proceedings or the calculation of the payment.

NOTE F

Risks Involved in Investing in the Portfolio

Emerging Market Risk—Investments in emerging market countries may have more risk because the markets are less developed and less liquid, and because these investments may be subject to increased economic, political, regulatory and other uncertainties.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. dollar). Currency markets are generally not as regulated as securities markets. Independent of the Portfolio’s investments denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.


66		• ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO

Notes to Financial Statements

Leverage Risk—When the Portfolio borrows money or otherwise leverages its portfolio, it may be volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Portfolio’s investments. The Portfolio may create leverage through the use of reverse repurchase arrangements, forward currency exchange contracts, forward commitments, dollar rolls or futures contracts or by borrowing money. The use of derivative instruments by the Portfolio, such as forwards, futures, options and swaps, may also result in a form of leverage. Leverage may result in higher returns to the Portfolio than if the Portfolio were not leveraged, but may also adversely affect returns, particularly if the market is declining.

Liquidity Risk—Liquidity risk exists when particular investments are difficult to purchase or sell, possibly preventing the Portfolio from selling out of these illiquid or relatively less liquid securities at an advantageous price. Causes of liquidity risk may include low trading volume, lack of a market maker, a large position, heavy redemptions, or legal restrictions that limit or prevent a Portfolio from selling securities or closing derivative positions at desirable prices or opportune times. Over recent years, the capacity of dealers to make markets in fixed income securities has been outpaced by the growth in the size of the fixed income markets. Liquidity risk may be magnified in a rising interest rate environment, where the value and liquidity of fixed income securities generally go down. Derivatives and securities involving substantial market and credit risk tend to involve greater liquidity risk. Because the Portfolio invests in municipal securities, the Portfolio is subject to more liquidity risk because the market for municipal securities is generally smaller than many other markets. Illiquid securities and relatively less liquid securities may also be difficult to value.


ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO •			67

Notes to Financial Statements

NOTE G

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the year ended October 31, 2014.

NOTE H

Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended October 31, 2014 and October 31, 2013 were as follows:


	2014		2013
Distributions paid from:
Ordinary income	$	11,395,196	$	13,456,589

Total taxable distributions paid	$	11,395,196	$	13,456,589

As of October 31, 2014, the components of accumulated earnings/(deficit) on a tax basis were as follows:


Undistributed ordinary income	$	2,972,606
Accumulated capital and other losses		(12,509,250	)^(a)
Unrealized appreciation/(depreciation)		2,135,116	^(b)

Total accumulated earnings/(deficit)	$	(7,401,528	)

^(a)

On October 31, 2014, the Portfolio had a net capital loss carryforward of $12,484,965. During the fiscal year, the Portfolio utilized $15,587,559 of capital loss carryforwards to offset current year net realized gains. The Portfolio also had $3,832,007 of capital loss carryforwards expire during the fiscal year. As of October 31, 2014, the cumulative deferred loss on straddles was $24,285.

^(b)

The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales, the difference between book and tax amortization methods for premium, the tax treatment of swaps and Treasury inflation-protected securities, and the realization for tax purposes of gains/losses on certain derivative instruments.

^(c)

The difference between book-basis and tax-basis components of accumulated earnings/(deficit) is attributable primarily to dividends payable.


68		• ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO

Notes to Financial Statements

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. These post-enactment capital losses must be utilized prior to the pre-enactment capital losses, which are subject to expiration. Post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered short-term as under previous regulation. As of October 31, 2014, the Portfolio had a net capital loss carryforward of $12,484,965 which will expire in 2015.

During the current fiscal year, permanent differences primarily due to the tax treatment of swaps, reclassifications of foreign currency and paydown gains/losses, and the expiration of capital loss carryforwards resulted in a net increase in undistributed net investment income, a net decrease in accumulated net realized loss on investment and foreign currency transactions, and a net decrease in additional paid-in capital. These reclassifications had no effect on net assets.

NOTE I

Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.


ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO •			69

Notes to Financial Statements

FINANCIAL HIGHLIGHTS

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period


	Class A
	Year Ended October 31,
	2014			2013			2012			2011			2010


Net asset value, beginning of period		$ 11.00			$ 11.40			$ 11.04			$ 10.98			$ 10.28

Income From Investment Operations
Net investment income^(a)(b)		.35			.26			.26			.37			.42
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.23			(.35	)		.41	^#		.07			.70
Contributions from Adviser		– 0	–		– 0	–		.01	^#		– 0	–		– 0	–

Net increase (decrease) in net asset value from operations		.58			(.09	)		.68			.44			1.12

Less: Dividends
Dividends from net investment income		(.34	)		(.31	)		(.32	)		(.38	)		(.42	)

Net asset value, end of period		$ 11.24			$ 11.00			$ 11.40			$ 11.04			$ 10.98

Total Return
Total investment return based on net asset value^(c)		5.34	%*		(.81	)%^†		6.27	%^††		4.11	%		11.17	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$273,962			$301,764			$370,672			$381,577			$418,023
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(d)		.90	%		.89	%		.85	%		.85	%		.91	%⁺
Expenses, before waivers/reimbursements^(d)		1.06	%		1.02	%		.99	%		1.00	%		1.11	%⁺
Net investment income^(b)		3.15	%		2.32	%		2.29	%		3.42	%		3.98	%⁺
Portfolio turnover rate**		221	%		189	%		110	%		115	%		99	%

See footnote summary on page 78.


70		• ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period


	Class B
	Year Ended October 31,
	2014			2013			2012			2011			2010


Net asset value, beginning of period		$ 11.00			$ 11.41			$ 11.05			$ 10.98			$ 10.28

Income From Investment Operations
Net investment income^(a)(b)		.28			.18			.18			.30			.35
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.22			(.36	)		.42	^#		.08			.70
Contributions from Adviser		– 0	–		– 0	–		.01	^#		– 0	–		– 0	–

Net increase (decrease) in net asset value from operations		.50			(.18	)		.61			.38			1.05

Less: Dividends
Dividends from net investment income		(.26	)		(.23	)		(.25	)		(.31	)		(.35	)

Net asset value, end of period		$ 11.24			$ 11.00			$ 11.41			$ 11.05			$ 10.98

Total Return
Total investment return based on net asset value^(c)		4.61	%*		(1.59	)%^†		5.56	%^††		3.50	%		10.40	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$3,017			$5,348			$9,089			$11,104			$16,048
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(d)		1.60	%		1.58	%		1.55	%		1.55	%		1.62	%⁺
Expenses, before waivers/reimbursements^(d)		1.78	%		1.74	%		1.74	%		1.75	%		1.88	%⁺
Net investment income^(b)		2.48	%		1.59	%		1.59	%		2.73	%		3.35	%⁺
Portfolio turnover rate**		221	%		189	%		110	%		115	%		99	%

See footnote summary on page 78.


ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO •			71

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period


	Class C
	Year Ended October 31,
	2014			2013			2012			2011			2010


Net asset value, beginning of period		$ 10.98			$ 11.38			$ 11.02			$ 10.96			$ 10.26

Income From Investment Operations
Net investment income^(a)(b)		.27			.18			.18			.29			.35
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.23			(.35	)		.41	^#		.07			.70
Contributions from Adviser		– 0	–		– 0	–		.01	^#		– 0	–		– 0	–

Net increase (decrease) in net asset value from operations		.50			(.17	)		.60			.36			1.05

Less: Dividends
Dividends from net investment income		(.26	)		(.23	)		(.24	)		(.30	)		(.35	)

Net asset value, end of period		$ 11.22			$ 10.98			$ 11.38			$ 11.02			$ 10.96

Total Return
Total investment return based on net asset value^(c)		4.63	%*		(1.51	)%^†		5.55	%^††		3.40	%		10.42	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$42,690			$47,530			$61,224			$62,147			$66,568
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(d)		1.60	%		1.59	%		1.55	%		1.55	%		1.61	%⁺
Expenses, before waivers/reimbursements^(d)		1.77	%		1.73	%		1.70	%		1.71	%		1.83	%⁺
Net investment income^(b)		2.46	%		1.62	%		1.60	%		2.72	%		3.27	%⁺
Portfolio turnover rate**		221	%		189	%		110	%		115	%		99	%

See footnote summary on page 78.


72		• ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period


	Advisor Class
	Year Ended October 31,
	2014			2013			2012			2011			2010


Net asset value, beginning of period		$ 11.00			$ 11.41			$ 11.05			$ 10.99			$ 10.28

Income From Investment Operations
Net investment income^(a)(b)		.39			.29			.29			.40			.44
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.22			(.36	)		.41	^#		.07			.73
Contributions from Adviser		– 0	–		– 0	–		.01	^#		– 0	–		– 0	–

Net increase (decrease) in net asset value from operations		.61			(.07	)		.71			.47			1.17

Less: Dividends
Dividends from net investment income		(.37	)		(.34	)		(.35	)		(.41	)		(.46	)

Net asset value, end of period		$ 11.24			$ 11.00			$ 11.41			$ 11.05			$ 10.99

Total Return
Total investment return based on net asset value^(c)		5.65	%*		(.61	)%^†		6.59	%^††		4.43	%		11.59	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$26,352			$73,445			$94,584			$88,402			$89,981
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(d)		.60	%		.59	%		.55	%		.55	%		.60	%⁺
Expenses, before waivers/reimbursements^(d)		.75	%		.72	%		.69	%		.70	%		.80	%⁺
Net investment income^(b)		3.51	%		2.60	%		2.59	%		3.70	%		4.19	%⁺
Portfolio turnover rate**		221	%		189	%		110	%		115	%		99	%

See footnote summary on page 78.


ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO •			73

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period


	Class R
	Year Ended October 31,
	2014			2013			2012			2011			2010


Net asset value, beginning of period		$ 11.00			$ 11.40			$ 11.04			$ 10.98			$ 10.28

Income From Investment Operations
Net investment income^(a)(b)		.33			.24			.23			.34			.37
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.23			(.36	)		.42	^#		.08			.73
Contributions from Adviser		– 0	–		– 0	–		.01	^#		– 0	–		– 0	–

Net increase (decrease) in net asset value from operations		.56			(.12	)		.66			.42			1.10

Less: Dividends
Dividends from net investment income		(.32	)		(.28	)		(.30	)		(.36	)		(.40	)

Net asset value, end of period		$ 11.24			$ 11.00			$ 11.40			$ 11.04			$ 10.98

Total Return
Total investment return based on net asset value^(c)		5.13	%*		(1.01	)%^†		6.05	%^††		3.91	%		10.94	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$2,368			$2,241			$1,568			$1,168			$759
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(d)		1.10	%		1.09	%		1.05	%		1.05	%		1.08	%⁺
Expenses, before waivers/reimbursements^(d)		1.36	%		1.31	%		1.29	%		1.31	%		1.37	%⁺
Net investment income^(b)		2.94	%		2.13	%		2.07	%		3.16	%		3.49	%⁺
Portfolio turnover rate**		221	%		189	%		110	%		115	%		99	%

See footnote summary on page 78.


74		• ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period


	Class K
	Year Ended October 31,
	2014			2013			2012			2011			2010


Net asset value, beginning of period		$ 11.01			$ 11.41			$ 11.05			$ 10.99			$ 10.29

Income From Investment Operations
Net investment income^(a)(b)		.35			.27			.26			.38			.43
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.22			(.36	)		.42	^#		.07			.70
Contributions from Adviser		– 0	–		– 0	–		.01	^#		– 0	–		– 0	–

Net increase (decrease) in net asset value from operations		.57			(.09	)		.69			.45			1.13

Less: Dividends
Dividends from net investment income		(.34	)		(.31	)		(.33	)		(.39	)		(.43	)

Net asset value, end of period		$ 11.24			$ 11.01			$ 11.41			$ 11.05			$ 10.99

Total Return
Total investment return based on net asset value^(c)		5.30	%*		(.76	)%^†		6.32	%^††		4.17	%		11.21	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$4,515			$3,459			$3,823			$2,869			$4,359
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(d)		.85	%		.84	%		.80	%		.80	%		.86	%⁺
Expenses, before waivers/reimbursements^(d)		1.03	%		.93	%		.99	%		1.01	%		1.09	%⁺
Net investment income^(b)		3.17	%		2.38	%		2.34	%		3.49	%		4.02	%⁺
Portfolio turnover rate^**		221	%		189	%		110	%		115	%		99	%

See footnote summary on page 78.


ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO •			75

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period


	Class I
	Year Ended October 31,
	2014			2013			2012			2011			2010


Net asset value, beginning of period		$ 11.01			$ 11.42			$ 11.06			$ 11.00			$ 10.29

Income From Investment Operations
Net investment income^(a)(b)		.36			.18			.29			.42			.49
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.25			(.25	)		.41	^#		.05			.68
Contributions from Adviser		– 0	–		– 0	–		.01	^#		– 0	–		– 0	–

Net increase (decrease) in net asset value from operations		.61			(.07	)		.71			.47			1.17

Less: Dividends
Dividends from net investment income		(.37	)		(.34	)		(.35	)		(.41	)		(.46	)

Net asset value, end of period		$ 11.25			$ 11.01			$ 11.42			$ 11.06			$ 11.00

Total Return
Total investment return based on net asset value^(c)		5.65	%*		(.62	)%^†		6.58	%^††		4.42	%		11.59	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$107			$14			$814			$715			$1,348
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(d)		.60	%		.56	%		.55	%		.55	%		.67	%⁺
Expenses, before waivers/reimbursements^(d)		.75	%		.67	%		.66	%		.68	%		.81	%⁺
Net investment income^(b)		3.22	%		2.46	%		2.59	%		3.76	%		4.60	%⁺
Portfolio turnover rate**		221	%		189	%		110	%		115	%		99	%

See footnote summary on page 78.


76		• ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period


	Class Z
	April 28, 2014^(e) to October 31, 2014
Net asset value, beginning of period		$ 11.15

Income From Investment Operations
Net investment income^(a)(b)		.19
Net realized and unrealized gain on investment and foreign currency transactions		.10

Net increase in net asset value from operations		.29

Less: Dividends
Dividends from net investment income		(.18	)

Net asset value, end of period		$ 11.26

Total Return
Total investment return based on net asset value^(c)		2.61	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$10
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^{(d)^}		.60	%
Expenses, before waivers/reimbursements^{(d)^}		.66	%
Net investment income^{(b)^}		3.29	%
Portfolio turnover rate**		221	%

See footnote summary on page 78.


ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO •			77

Financial Highlights

(a)

Based on average shares outstanding.

(b)

Net of fees waived and expenses reimbursed by the Adviser.

(c)

Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total investment return. Total return does not reflect the deduction of taxes that a shareholder would pay on portfolio distributions or the redemption of portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(d)

The expense ratios presented below exclude interest expense and TALF administration fees, where applicable:


	Year Ended October 31,
	2014			2013			2012			2011			2010

Class A
Net of waivers/reimbursements		.90	%		.89	%		.85	%		.85	%		.85	%
Before waivers/reimbursements		1.06	%		1.02	%		.99	%		1.00	%		1.05	%
Class B
Net of waivers/reimbursements		1.60	%		1.58	%		1.55	%		1.55	%		1.55	%
Before waivers/reimbursements		1.78	%		1.74	%		1.74	%		1.75	%		1.81	%
Class C
Net of waivers/reimbursements		1.60	%		1.59	%		1.55	%		1.55	%		1.55	%
Before waivers/reimbursements		1.77	%		1.73	%		1.70	%		1.71	%		1.77	%
Advisor Class
Net of waivers/reimbursements		.60	%		.59	%		.55	%		.55	%		.55	%
Before waivers/reimbursements		.75	%		.72	%		.69	%		.70	%		.75	%
Class R
Net of waivers/reimbursements		1.10	%		1.09	%		1.05	%		1.05	%		1.05	%
Before waivers/reimbursements		1.36	%		1.31	%		1.29	%		1.31	%		1.34	%
Class K
Net of waivers/reimbursements		.85	%		.84	%		.80	%		.80	%		.80	%
Before waivers/reimbursements		1.03	%		.93	%		.99	%		1.01	%		1.03	%
Class I
Net of waivers/reimbursements		.60	%		.56	%		.55	%		.55	%		.55	%
Before waivers/reimbursements		.75	%		.67	%		.66	%		.68	%		.69	%
Class Z
Net of waivers/reimbursements		.60	%^{(f)^}
Before waivers/reimbursements		.66	%^{(f)^}

(e)

Commencement of distributions.

(f)

For the period April 28, 2014, commencement of operations, to October 31, 2014.

Amount reclassified from realized gain (loss) on investment transactions.

Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the years ended October 31, 2014 and October 31, 2010 by 0.01% and 0.01%, respectively.

†

Includes the impact of proceeds received and credited to the Portfolio resulting from third party regulatory settlements, which enhanced the Portfolio’s performance for the year ended October 31, 2013 by 0.14%.

††

Includes the Adviser’s reimbursement in respect of the Lehman Bankruptcy Claim which contributed to the Portfolio’s performance by 0.07% for the year ended October 31, 2012, (see note B).

Annualized.

The ratio includes expenses attributable to costs of proxy solicitation.

The Portfolio accounts for dollar roll transactions as purchases and sales.

See notes to financial statements.


78		• ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO

Financial Highlights

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of AllianceBernstein Bond Fund, Inc. and the Shareholders of AllianceBernstein Intermediate Bond Portfolio

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of the AllianceBernstein Intermediate Bond Portfolio (one of the portfolios constituting the AllianceBernstein Bond Fund, Inc. (“the “Fund”)), as of October 31, 2014, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2014, by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the AllianceBernstein Intermediate Bond Portfolio (one of the portfolios constituting the AllianceBernstein Bond Fund, Inc.) at October 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the periods indicated therein in conformity with U.S. generally accepted accounting principles.

LOGO

New York, New York

December 26, 2014


ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO •			79

Report of Independent Registered Public Accounting Firm

2014 FEDERAL TAX INFORMATION

(unaudited)

For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Portfolio during the taxable year ended October 31, 2014.

For foreign shareholders, 57.60% of ordinary income dividends paid may be considered to be qualifying to be taxed as interest-related dividends.


80		• ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO

BOARD OF DIRECTORS

Marshall C. Turner, Jr.⁽¹⁾, Chairman

John H. Dobkin⁽¹⁾

Michael J. Downey⁽¹⁾

William H. Foulk, Jr.⁽¹⁾

D. James Guzy⁽¹⁾

Nancy P. Jacklin⁽¹⁾

Robert M. Keith, President and Chief Executive Officer

Garry L. Moody⁽¹⁾

Earl D. Weiner⁽¹⁾

OFFICERS

Philip L. Kirstein, Senior Vice President and Independent Compliance Officer

Paul J. DeNoon⁽²⁾, Vice President

Shawn E. Keegan⁽²⁾ , Vice President

Alison M. Martier⁽²⁾ , Vice President

Douglas J. Peebles⁽²⁾, Vice President

Greg J. Wilensky⁽²⁾, Vice President

Emilie D. Wrapp, Secretary

Joseph J. Mantineo, Treasurer and Chief Financial Officer

Phyllis J. Clarke, Controller

Vincent S. Noto, Chief Compliance Officer

Custodian and Accounting Agent

State Street Bank and Trust Company

State Street Corporation CCB/5

1 Iron Street

Boston, MA 02210

Principal Underwriter

AllianceBernstein Investments, Inc.

1345 Avenue of the Americas

New York, NY 10105

Transfer Agent

AllianceBernstein Investor Services, Inc.

P.O. Box 786003

San Antonio, TX 78278-6003

Toll-Free (800) 221-5672

Independent Registered Public
Accounting Firm

Ernst & Young LLP

5 Times Square

New York, NY 10036

Legal Counsel

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

(1)

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

(2)

The day-to-day management of, and investment decisions for, the Fund’s portfolio are made by the Adviser’s U.S. Investment Grade Core Fixed Income Investment Team. Mr. Paul J. DeNoon, Mr. Shawn E. Keegan, Ms. Alison M. Martier, Mr. Douglas J. Peebles and Mr. Greg J. Wilensky are the investment professionals with the most significant responsibility for the day-to-day management of the Fund’s portfolio.


ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO •			81

Board of Directors

MANAGEMENT OF THE FUND

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.


NAME, *ADDRESS AND AGE (YEAR FIRST ELECTED)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIPS HELD BY DIRECTOR IN THE PAST FIVE YEARS
INTERESTED DIRECTOR
Robert M. Keith, + 1345 Avenue of the Americas New York, NY 10105 54 (2010)	Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AllianceBernstein Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2004.		117	None


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Management of the Fund


NAME, ADDRESS, AGE, (YEAR FIRST ELECTED*)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS
Marshall C. Turner, Jr., # Chairman of the Board 73 (2005)	Private Investor since prior to 2009. Former CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing), 2003-2006, and interim CEO 1999-2000. He has extensive operating and early-stage investment experience, including prior service as general partner of three institutional venture capital partnerships, and serves on the boards of three education and science-related non-profit organizations. He has served as a director of one AllianceBernstein fund since 1992, and director or trustee of multiple AllianceBernstein funds since 2005. He has been Chairman of the AllianceBernstein Funds since January 2014, and the Chairman of the Independent Directors Committees of such Funds since February 2014.		117	Xilinx, Inc. (programmable logic semi-conductors) and SunEdison, Inc. (semi-conductor substrates, solar materials and solar power plants) since prior to 2009 until July 2014

John H. Dobkin, # 72 (1998)	Independent Consultant since prior to 2009. Formerly, President of Save Venice, Inc. (preservation organization) from 2001-2002; Senior Advisor from June 1999-June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989-May 1999. Previously, Director of the National Academy of Design. He has served as a director or trustee of various AllianceBernstein Funds since 1992, and as Chairman of the Audit Committees of a number of such Funds from 2001-2008.		117	None


ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO •			83

Management of the Fund


NAME, ADDRESS, AGE, (YEAR FIRST ELECTED*)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
Michael J. Downey, # 70 (2005)	Private Investor since prior to 2009. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities Inc. He has served as a director or trustee of the AllianceBernstein Funds since 2005 and is a director and Chairman of one other registered investment company.		117	Asia Pacific Fund, Inc. (registered investment company) since prior to 2009, Prospect Acquisition Corp. (financial services) from 2007 until 2009, and The Merger Fund (registered investment company) since prior to 2009 until 2013

William H. Foulk, Jr., # 82 (1998)	Investment Adviser and an Independent Consultant since prior to 2009. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings. He has served as a director or trustee of various AllianceBernstein Funds since 1983, and was Chairman of the Independent Directors Committees of the AllianceBernstein Funds from 2003 until early February 2014. He served as Chairman of such Funds from 2003 through December 2013. He is also active in a number of mutual fund related organizations and committees.		117	None


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Management of the Fund


NAME, ADDRESS, AGE, (YEAR FIRST ELECTED*)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
D. James Guzy, # 78 (2005)	Chairman of the Board of SRC Computers, Inc. (semi-conductors), with which he has been associated since prior to 2009. He served as Chairman of the Board of PLX Technology (semi-conductors) since prior to 2009 until November 2013. He was a director of Intel Corporation (semi-conductors) from 1969 until 2008, and served as Chairman of the Finance Committee of such company for several years until May 2008. He has served as a director or trustee of one or more of the AllianceBernstein Funds since 1982.		117	PLX Technology (semi-conductors) since prior to 2009 until November 2013, and Cirrus Logic Corporation (semi-conductors) since prior to 2009 until July 2011

Nancy P. Jacklin, # 66 (2006)	Professorial Lecturer at the Johns Hopkins School of Advanced International Studies since 2008. Formerly, U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002-May 2006); Partner, Clifford Chance (1992-2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985-1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982-1985); and Attorney Advisor, U.S. Department of the Treasury (1973-1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AllianceBernstein Funds since 2006 and has been Chairman of the Governance and Nominating Committees of the Funds since August 2014.		117	None


ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO •			85

Management of the Fund


NAME, ADDRESS, AGE, (YEAR FIRST ELECTED*)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
Garry L. Moody, # 62 (2008)	Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995); and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of both the Governing Council of the Independent Directors Council (IDC), an organization of independent directors of mutual funds, and the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AllianceBernstein Funds since 2008.		117	None


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Management of the Fund


NAME, ADDRESS, AGE, (YEAR FIRST ELECTED*)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
Earl D. Weiner, # 75 (2007)	Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AllianceBernstein Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AllianceBernstein Funds from 2007 until August 2014.		117	None

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

There is no stated term of office for the Fund’s Directors.

***

Mr. Keith is an “interested person” of the Fund as defined in the “40 Act”, due to his position as a Senior Vice President of the Adviser.

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


ALLIANCEBERNSTEIN BOND FUND INTERMEDIATE BOND PORTFOLIO •			87

Management of the Fund

Officer Information

Certain information concerning the Fund’s Officers is set forth below.


NAME, ADDRESS* AND AGE	PRINCIPAL POSITION(S) HELD WITH FUND	PRINCIPAL OCCUPATION DURING PAST 5 YEARS
Robert M. Keith 54	President and Chief Executive Officer	See biography above.

Philip L. Kirstein 69	Senior Vice President and Independent Compliance Officer	Senior Vice President and Independent Compliance Officer of the 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 March 2003.

Paul J. DeNoon 52	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2009.

Shawn E. Keegan 43	Vice President	Vice President of the Adviser**, with which he has been associated since prior to 2009.

Alison M. Martier 57	Vice President	Senior Vice President of the Adviser**, with which she has been associated since prior to 2009.

Douglas J. Peebles 49	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2009.

Greg J. Wilensky 47	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2009.

Emilie D. Wrapp 58	Secretary	Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2009.

Joseph J. Mantineo 55	Treasurer and Chief Financial Officer	Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2009.

Phyllis J. Clarke 53	Controller	Vice President of ABIS**, with which she has been associated since prior to 2009.

Vincent S. Noto 50	Chief Compliance Officer	Vice President and Mutual Fund Chief Compliance Officer of the Adviser since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser since 2009.

The address for each of the Fund’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

The Adviser, ABI and ABIS are affiliates of the Fund.

The Fund’s Statement of Additional Information (“SAI”) has additional information about the Fund’s Directors and Officers and is available without charge upon request. Contact your financial representative or AllianceBernstein at 1-800-227-4618, or visit www.alliancebernstein.com, for a free prospectus or SAI.


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Management of the Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and AllianceBernstein Bond Fund, Inc. (the “Fund”) with respect to AllianceBernstein Intermediate Bond Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by the September 1, 2004 Assurance of Discontinuance (“AoD”) between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of this summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors: