AllianceBernstein (Luxembourg) S.à r.l. Société à responsabilité limitée 2-4, rue Eugène Ruppert L-2453 Luxembourg R.C.S. Luxembourg B

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1 IMPORTANT: This letter requires your immediate attention. If you have any questions about the content of this letter, you should seek independent professional advice. AllianceBernstein (Luxembourg) S.à r.l. Société à responsabilité limitée 2-4, rue Eugène Ruppert L-2453 Luxembourg R.C.S. Luxembourg B Notice to Shareholders of AllianceBernstein December 20, 2013 Dear Valued Shareholder of 1. Greater China Portfolio 2. Short Maturity Portfolio 3. American Income Portfolio; and 4. Global High Yield Portfolio The purpose of this letter is to inform you that the board of managers (the Board ) of AllianceBernstein (Luxembourg) S.à r.l., which acts as management company of AllianceBernstein, a mutual investment fund (fonds commun de placement) organized under the laws of the Grand Duchy of Luxembourg, has approved the following changes to the portfolios named in this notice: A) Greater China Portfolio - Change of Name and Investment Objective and Policies, Reduced Management Fee, Addition of Dividend-Paying Share Classes and Potential Currency Hedged Share Classes Change of Name and Investment Objective and Policies The name change and amended investment objective and policies of the Greater China Portfolio will be effective from January 31, The investment objective of the Greater China Portfolio will be amended to be to achieve long-term capital appreciation. The Greater China Portfolio will be renamed China Opportunity Portfolio in order to reflect its new investment policies which will focus at least 80% of its total net assets in the China region, 1 ablegal v1

2 defined as investments in the People s Republic of China and Hong Kong Special Administrative Region (referred to collectively herein as China ). This contrasts with the previous focus on the Greater China region, which had been defined as China, Hong Kong and Taiwan. The Board believes that these revised investment policies will provide more attractive investment opportunities than those provided by the current investment policies. China continues to provide an array of investment opportunities, including companies in which there is a disparity between the company s intrinsic economic value and its stock price. These investments are most concentrated in China, and so AllianceBernstein L.P., the investment manager (the Investment Manager ), believes a more focused geographical approach offers a better strategy to take advantage of these investment opportunities. The Investment Manager will select securities considering the economic and political outlook, the values of specific securities relative to other investments, trends in the determinants of corporate profits and management capability and practices. In addition, the Greater China Portfolio may use financial derivatives instruments for investment purposes such as hedging, efficient portfolio management, or other risk management purposes in accordance with UCITS limitations. Such financial derivative instruments may include, but are not limited to, exchange traded and OTC derivatives such as swaps, options, futures, index futures and currency transactions (including forward currency contracts). However, financial derivative instruments will not be used extensively for investment purposes. The Greater China Portfolio is entitled to use derivative instruments (although not extensively for investment purposes) which may involve additional risks. In adverse situations, the Greater China Portfolio's use of derivative instruments may become ineffective and the Greater China Portfolio may suffer significant losses. In the Board s view, the revised investment policies will be more likely to benefit current shareholders and attract new investors to the Greater China Portfolio, resulting in an increase in the size of the Greater China Portfolio and benefitting all shareholders. Reduction of Management Fee, Addition of Dividend-Paying Share Classes and Potential Currency Hedged Share Classes Effective January 31, 2014, the Management Fee applicable to the amount of the net assets of the Greater China Portfolio over $300,000,000 for the classes A, B and C shares is being reduced by 0.05% p.a. The resulting lower Management Fees are listed in the chart below. Share Class Prior Management Fee* (annual percentage of average daily net asset value) Reduced Management Fee* (annual percentage of average daily net asset value) 2 ablegal v1

3 Class A 2.00% 1.75% Class B 2.00% 1.75% Class C 2.45% 2.20% 2.00% 1.70% 2.00% 1.70% 2.45% 2.15% * The consecutive fee levels listed apply with respect to (1) the first $300,000,000 of the net assets of the Greater China Portfolio and (2) the amount of the net assets of the Greater China Portfolio over $300,000,000. The Greater China Portfolio may offer currency hedged share classes that are hedged against the offered currency but such currency hedged share classes are not yet available as at the date hereof. Such currency hedged share classes may be introduced in the future. The new dividend-paying share classes, Classes AD and BD, will be available for subscription. For Classes AD and BD shares, distributions may be made out of capital. For the reasons set out above, the Board has determined that the name change and the changes to the investment objective and policies and share classes of the Greater China Portfolio are in the best interests of the Greater China Portfolio and its shareholders. Apart from the reduction in management fees described above, there is no change in the fee structure of the Greater China Portfolio. The changes above relate mainly to expansion of investment scopes which are for the benefit of shareholders and the costs associated with the scheme changes will therefore be borne by the Greater China Portfolio. B) Short Maturity Portfolio - Change of Name and Investment Objective and Policies and Change of Share Classes Change of Name and Investment Objective and Policies The name change and amended investment policies of the Short Maturity Portfolio will be effective from February 20, The current investment objective of the Short Maturity Portfolio is to seeking the highest level of current income, consistent with low volatility of net asset value that is available from a portfolio of high quality, mortgage-related securities and asset-backed securities of the highest quality will be amended to be "to achieve a high risk-adjusted total return." The Short Maturity Portfolio will be renamed Mortgage Income Portfolio, and the existing investment policies of the Short Maturity Portfolio of, inter alia, investing in mortgage-related securities and asset-backed securities (which are issued or guaranteed by the U.S. government, its agencies or 3 ablegal v1

4 instrumentalities or which are rated AAA by S&P or Aaa by Moody s), will be broadened to include investments in mortgage-related securities and other asset-backed securities (including securities of both Investment Grade and non-investment Grade quality, and unrated securities of investment quality determined by the Investment Manager). Investment Grade means fixed-income securities rated Baa (including Baa1, Baa2 and Baa3) or higher by Moody s or BBB (including BBB+ and BBB-) or higher by S&P. The investments of Short Maturity Portfolio may also include fixed and floating rate securities, including agency (government sponsored) mortgage-backed securities and non-agency (non-government sponsored) mortgage-backed securities ( MBS ) as well as other asset-backed securities ( ABS ), commercial mortgage-backed securities ( CMBS ), and collateralized debt obligations ( CDOs ) and related financial derivative instruments and currencies. The Short Maturity Portfolio will have at least two-thirds of its total assets invested in mortgage-related securities. MBS may be agency backed (i.e. issued or guaranteed by an Eligible State (as defined in the prospectus) or Eligible State government sponsored entities) or non-agency backed (i.e. privately issued) and may include adjustable-rate mortgage securities, collateralized mortgage obligations as well as CMBS and related financial derivative instruments and currencies. MBS and CMBS are subject to interest rate, prepayment and credit risks, among others. For further information on the risks attendant to MBS and CMBS, see the current version of the prospectus available from the Management Company or the authorized dealer from whom you purchased shares. The above is an expansion of the current guidelines applicable to Short Maturity Portfolio limiting purchases to securities that are issued or guaranteed by the U.S. Government, its agencies or instrumentalities, are rated AAA by S&P or Aaa by Moody s or the equivalent thereof by another rating agency, or, if not rated, are of equivalent investment quality as determined by the Investment Manager. It is anticipated that, under normal market conditions, at least 50% of the net assets of the Short Maturity Portfolio will be invested in Investment Grade securities at time of purchase. Fixed-income securities below investment grade are considered to be subject to greater risk of loss of principal and interest than higher-rated securities and are considered to be predominantly speculative with respect to the issuer s capacity to pay interest and repay principal, which may in any case decline during sustained periods of deteriorating economic conditions or rising interest rates. The market for lower-rated and unrated securities of comparable quality may be thinner and less active than that for higher-rated securities, which can adversely affect the prices at which these securities can be sold. For further information on these risks, see the current version of the prospectus available from the Management Company or the authorized dealer from whom you purchased shares. The Board believes that these broader investment policies will provide more attractive investment opportunities than those provided by the current investment policies. Mortgage-backed securities, and securitized assets more broadly, were ground zero of the financial crisis and the subsequent market dislocation has created significant investment opportunities. 4 ablegal v1

5 The Investment Manager believes that the investment opportunity in securitized assets will persist, driven by long-term fundamental change and market evolution. The Investment Manager will seek to take advantage of such opportunities through fundamental and quantitative research. The Investment Manager believes that a diversified investment strategy can generate attractive returns and high current income by investing in agency and non-agency mortgage backed securities as well as other asset-backed securities, commercial mortgage-backed securities and collateralized debt obligations and related financial derivative instruments and currencies. In the Board s view, the broader investment strategy would be more likely to benefit current shareholders and attract new investors to the Short Maturity Portfolio, resulting in increased size of assets under management, which will benefit all shareholders. Expanded Use of Derivatives The use by Short Maturity Portfolio of derivatives is currently limited to that used under previous UCITS rules. The Board believes that the Short Maturity Portfolio could benefit from the expanded use of derivatives allowed under the current UCITS law, and therefore the Short Maturity Portfolio will now have the ability to invest in derivatives as permitted under the most current UCITS law. As such, the Investment Manager may use a wide array of financial derivative products and strategies when implementing the investment strategy of Short Maturity Portfolio. Such financial derivative instruments may include, but are not limited to, stripped mortgage-related securities ("SMRS"), swaps (including interest rate swaps ( IRS ), total rate of return swaps ( TRS ) and credit default swaps ( CDS )), swaptions (i.e.options to enter into interest rate swaps), options, futures and currency transactions (including forward currency contracts). These financial derivative instruments (including OTC derivatives and exchange-traded financial derivative instruments) may be employed for investment purposes such as: (i) as an alternative to investing directly in the underlying securities; (ii) to manage duration; and (iii) to hedge against interest rate, credit and currency fluctuations. With respect to CDS, the Short Maturity Portfolio may both sell protection in order to gain exposure and buy protection to hedge credit exposure. However, financial derivative instruments will not be used extensively for investment purposes.the Short Maturity Portfolio is entitled to use derivative instruments (although not extensively for investment purposes) which may involve additional risks. In adverse situations, the Short Maturity Portfolio's use of derivative instruments may become ineffective and the Short Maturity Portfolio may suffer significant losses. Change of Share Classes In addition to the changes to the name, investment objective and investment policies as aforesaid, Short Maturity Portfolio will retire and re-designate its current Class A, A2, AT, B, B2, BT, C and C2 shares as Class AX, A2X, ATX, BX, B2X, BTX, CX and C2X shares, respectively, effective February 20, These share classes will continue to be available for purchase by you and other legacy Class AX, A2X, ATX, BX, B2X, BTX, CX and C2X shareholders. Similarly your ability to redeem these legacy share classes remains unaffected. Importantly, the Investment 5 ablegal v1

6 Management fee applicable to each of these legacy share classes will remain unchanged. Simultaneously with the retirement and re-designation of legacy share classes, the Short Maturity Portfolio will launch new versions of Class A, A2, AT, B, B2, BT, C and C2 shares, open to new investors. These new Class A, A2, AT, B, B2, BT, C and C2 shares will charge higher fees than the retired and re-designated Class AX, A2X, ATX, BX, B2X, BTX, CX and C2X shares you and other legacy shareholders will continue to hold. You and other legacy shareholders will continue to be charged the current fees in respect of the aforementioned retired and re-designated shares held. Due to the change of investment policies, all legacy share classes, except the ones reserved to institutional investors, will no longer be subject to the 0.01% Taxe d Abonnement (which is based on a percentage of the net asset value of the Short Maturity Portfolio at the end of each quarter), which will hereafter be set at 0.05%. However, such increase of subscription tax will be subject to the total expense caps mentioned below and therefore existing investors are not expected to see an increase in their total expense ratio. Retired and Re-Designated Share Classes Management Taxe Fee* d Abonnement (annual (a percentage of Share Class percentage of the net asset average daily value at the end net asset of each quarter) value) Total Expense Cap (percentage of average net asset value for the fiscal year) AX and A2X 1.05% 1.00% 0.95% 0.05% 1.25% ATX 1.05% 1.00% 0.95% 0.05% 1.25% BX and B2X 1.05% 1.00% 0.95% 0.05% 1.70% BTX 1.05% 1.00% 0.95% 0.05% 1.70% 6 ablegal v1

7 CX and C2X 1.50% 1.45% 1.40% 0.05% 1.70% *The consecutive fee levels listed apply with respect to (1) the first $100,000,000 of the net assets of the Short Maturity Portfolio, (2) the next $100,000,000 of the net assets of the Portfolio and (3) the amount of the net assets of the Short Maturity Portfolio over $200,000,000. New Share Classes Share Class Management Taxe Fee d Abonnement (annual Total Expense Cap (a percentage of percentage of (percentage of average net asset value the net asset average daily for the fiscal year) value at the end net asset of each quarter) value) A and A2 1.10% 0.05% 1.50% AT 1.10% 0.05% 1.50% B and B2 1.10% 0.05% 2.50% BT 1.10% 0.05% 2.50% C and C2 1.55% 0.05% 1.95% Although the Management Company has determined that the Investment Manager s higher fees for managing the new strategy of the Short Maturity Portfolio are warranted and in the best interests of the Short Maturity Portfolio and new investors in the newly launched share classes, you and other shareholders of the legacy share classes will benefit from lower Investment Management fees relative to these new investors in new Class A, A2, AT, B, B2, BT, C and C2 shares, as well as enjoy the benefits of the Management Company s lower voluntary expense caps. For the reasons set out above, the Board has determined that the name change and the broadened investment policies of the Short Maturity Portfolio are in the best interests of the Short Maturity Portfolio and its shareholders. The changes above relate mainly to expansion of investment scopes which are for the benefit of shareholders and the costs associated with the scheme changes will therefore be borne by the Short Maturity Portfolio. C) American Income Portfolio - Change of Investment Policies The American Income Portfolio will continue to pursue its primary investment objective to provide a high level of current income consistent with preservation of capital and its secondary investment objective to increase its capital through appreciation of its investments. In seeking to achieve this objective, the American Income Portfolio will continue to invest primarily, and at any 7 ablegal v1

8 time maintain investment exposure of at least 65% of its assets, in a portfolio of securities of U.S., including U.S. Government Securities and other fixed-income securities. The investment policies of the American Income Portfolio will be updated to include additional disclosures with respect to the use by American Income Portfolio of certain financial derivative instruments as permitted under UCITS guidelines. The Portfolio may use financial derivatives instruments for hedging, risk management, efficient portfolio management and as an alternative to investing directly in the underlying securities. However, financial derivatives instrument will not be used extensively for investment purposes. The Board believes that granting the American Income Portfolio more flexibility in the use of derivatives within the broader parameters permitted under current UCITS guidelines will serve to enhance the hedging capabilities and efficient management of the American Income Portfolio. Such derivative instruments may include, but are not limited to, swaps (including interest rate swaps, total rate of return swaps and credit default swaps), swaptions (i.e.options to enter into interest rate swaps), options, futures and currency transactions (including forward currency contracts). Fixed income markets have changed dramatically since the launch of the American Income Portfolio in 1993 and these changes enable the American Income Portfolio to take advantage of the opportunities available to investors in today's market. Financial derivative instruments will only be employed as an alternative to investing directly in the underlying securities, to manage duration and to hedge against interest rate, credit and currency fluctuations. The ability of the American Income Portfolio to utilize derivatives will not alter the current guidelines of the American Income Portfolio with respect to credit quality, duration and currency exposures. For example, the expanded use of derivatives by the American Income Portfolio is not expected to alter the expected volatility of the American Income Portfolio. The volatility of a mutual fund s net asset value (NAV) is a primary indicator of risk, and AllianceBernstein will continue to measure the volatility of the American Income Portfolio in absolute terms. The American Income Portfolio is entitled to use derivative instruments (although not extensively for investment purposes) which may involve additional risks. In adverse situations, the American Income Portfolio's use of derivative instruments may become ineffective and the American Income Portfolio may suffer significant losses. The expanded use of derivatives by the American Income Portfolio is not expected to alter the acceptable ranges for certain key risk parameters of the American Income Portfolio, including interest rate risk, credit risk and foreign exchange risk. For example, the American Income Portfolio will continue to maintain investment exposure of at least 50% of its total assets in (i) U.S. Government Securities and (ii) other fixed-income securities considered Investment Grade, or which, if not so rated, are determined by the Investment Manager to be of equivalent quality, as detailed in the prospectus. 8 ablegal v1

9 The Investment Manager has developed considerable experience managing such derivative instruments and strategies and the associated risks on behalf of its clients. These and other risks are discussed in greater detail in the current version of the prospectus of the American Income Portfolio available from the Management Company or the authorized dealer from whom you purchased shares. Please note that the aforementioned modifications with respect to the use of derivatives will become effective on January 31, For the reasons set out above, the Board has determined that the increased flexibility of the American Income Portfolio in using certain derivative instruments and strategies within the current UCITS guidelines is in the best interests of shareholders. There will be no change to the fee structure due to the changes to the American Income Portfolio. The changes above relate mainly to expansion of investment scopes which are for the benefit of shareholders and the costs associated with the scheme changes will therefore be borne by the American Income Portfolio. D) Global High Yield Portfolio - Change of Investment Policies The Global High Yield Portfolio will continue to pursue its investment objective to produce high current income as well as overall total return. In seeking to achieve this objective, the Global High Yield Portfolio will continue to invest primarily, and at any time at least two-thirds of its assets, in a portfolio of high yielding debt securities of issuers located throughout the world, including U.S. issuers and issuers in emerging market countries. The investment policies of the Global High Yield Portfolio will be updated to include additional disclosures with respect to its use of certain financial derivative instruments as permitted under UCITS guidelines. The Portfolio may use financial derivatives instruments for hedging, risk management, efficient portfolio management and as an alternative to investing directly in the underlying securities. However, financial derivatives instrument will not be used extensively for investment purposes. The Board believes that granting the Global High Yield Portfolio more flexibility in the use of derivatives within the UCITS guidelines will serve to enhance the hedging capabilities and efficient management of the Global High Yield Portfolio. Such derivative instruments may include, but are not limited to, swaps (including interest rate swaps, total rate of return swaps and credit default swaps), swaptions (i.e.options to enter into interest rate swaps), options, futures and currency transactions (including forward currency contracts). Fixed income markets have changed dramatically since the launch of the Global High Yield Portfolio in 1997 and these changes enable the Global High Yield Portfolio to take advantage of the opportunities available to investors in today's market. 9 ablegal v1

10 Financial derivative instruments will only be employed as an alternative to investing directly in the underlying securities, to manage duration and to hedge against interest rate, credit and currency fluctuations. The ability of the Global High Yield Portfolio to utilize derivatives will not alter the current guidelines of the Global High Yield Portfolio with respect to credit quality, duration and currency exposures. For example, the expanded use by the Global High Yield Portfolio of derivatives is not expected to alter the expected volatility of the Global High Yield Portfolio. The volatility of a mutual fund s net asset value (NAV) is a primary indicator of risk, and AllianceBernstein will continue to measure the volatility of the Global High Yield Portfolio in absolute terms. The Global High Yield Portfolio is entitled to use derivative instruments (although not extensively for investment purposes) which may involve additional risks. In adverse situations, the Global High Yield Portfolio's use of derivative instruments may become ineffective and the Global High Yield Portfolio may suffer significant losses. The expanded use of derivatives by the Global High Yield Portfolio is not expected to alter the acceptable ranges for certain key risk parameters of the Global High Yield Portfolio, including interest rate risk, credit risk and foreign exchange risk. The Investment Manager has developed considerable experience managing such derivative instruments and strategies and the associated risks on behalf of its clients. These and other risks are discussed in greater detail in the current version of the prospectus of the Global High Yield Portfolio available from the Management Company or the authorized dealer from whom you purchased shares. Please note that the aforementioned modifications with respect to the use of derivatives will become effective on January 31, For the reasons set out above, the Board has determined that the increased flexibility of the Global High Yield Portfolio in using certain derivative instruments and strategies within the current UCITS guidelines is in the best interests of shareholders. There will be no change to the fee structure due to the changes to the Global High Yield Portfolio. The changes above relate mainly to expansion of investment scopes which are for the benefit of shareholders and the costs associated with the scheme changes will therefore be borne by the Global High Yield Portfolio. * * * Other investment options. If you feel otherwise, there are various options available to you: (1) You may request the exchange of your investment free of charge in shares of the relevant portfolio for the same share class of another AllianceBernstein-sponsored Luxembourg-domiciled UCITS fund authorized by the Secruities and Futures Commission; or (2) You may redeem your shares in 10 ablegal v1

11 the relevant portfolio free of charge (subject to any contingent deferred sales charge, if applicable to your shares) before the changes become effective. How to get more information. If you have questions, or if you would like to obtain a prospectus, additional information for Hong Kong investors or key fact statement and full details about the relevant portfolio, please contact your financial adviser or Client Services at an AllianceBernstein Investor Services service center: pe/middle East or (9:00 a.m. to 6:00 p.m. CET). Asia-Pacific or (9:00 a.m. to 6:00 p.m. SGT). Americas or (8:30 a.m. to 5:30 p.m. US EST). Alternatively, please contact AllianceBernstein Hong Kong Limited (as the Hong Kong Representative of the Fund) at The Board accepts responsibility for the accuracy of the contents of this letter. We appreciate your ongoing support of AllianceBernstein as we continue to help investors like you achieve better investment outcomes. Yours sincerely, The Board of Managers of AllianceBernstein (Luxembourg) S.à r.l. 11 ablegal v1

12 IMPORTANT: This letter requires your immediate attention. If you have any questions about the content of this letter, you should seek independent professional advice. AllianceBernstein (Luxembourg) S.à r.l. Société à responsabilité limitée 2-4, rue Eugène Ruppert L-2453 Luxembourg R.C.S. Luxembourg B November 2013 To: Shareholders of the portfolios of Dynamic Diversified Portfolio (the "Sub-Fund") of AllianceBernstein (FCP) (the "Fund") Dear Shareholder: The Sub-Fund's Investments into Pooled Vehicles We are writing to inform you that the Board of Managers (the Board ) of AllianceBernstein (Luxembourg) S.à r.l., the "Management Company" of the Fund, will be making the following changes in the Additional Information for Hong Kong Investors of the Fund (the "AIHKI") to reflect the Sub-Fund's existing policy with investments in pooled vehicles. Due to an inadvertent error, it is disclosed in the AIHKI that the Sub-Fund "may invest up to 10% of its net assets in pooled vehicles sponsored by the Investment Manager which may include mutual investment funds or open-ended investment companies". The correct disclosure is that the Sub-Fund may invest (i) in open ended UCITS or non-ucits scheme which itself can invest no more than 10% of net asset value in other collective investment undertaking and (ii) up to 10% of its net assets in aggregate in unlisted securities and unregulated investment funds. This position is supported by, and consistent with, the following disclosure stated in the current version of the main prospectus of the Fund (the "Prospectus") under the paragraph of Use of Pooled Vehicles in the Investment Objective and Policies section of the Sub-Fund: The ability of the [Sub-Fund] to invest in open ended UCITS or other UCIs is not subject to the 10% limitation contained in paragraph (8) of Investment Restrictions in Appendix A to Section II. Therefore, the [Sub-Fund] may invest in open ended UCITs or other UCIs in accordance with the UCITS Regulations The [Sub-Fund] may only invest in an open ended UCITS or non-ucits scheme which it itself can invest no more than 10% of net asset value in other UCITS or other collective investment undertaking. The [Sub-Fund] may invest up to 10% of its net assets in aggregate in unlisted securities and unregulated investment funds, including hedge funds, in accordance with the UCITS Regulations. Since the authorisation of the Sub-Fund, the Sub-Fund has been managed in accordance with disclosure in the Fund s main prospectus, and accordingly the Sub-Fund has, and has had, more than 10% of its net asset value invested in other pool vehicles, but (i) only in open ended UCITS or non-ucits schemes where each

13 of them can invest no more than 10% of net asset value in other UCITS or other collective investment undertaking and (ii) no more than 10% of the Sub-Fund's net assets value in unlisted securities and unregulated investment funds. Subject to the Securities and Futures Commission's approval, it is proposed that the AIHKI of the Fund will be revised to include the following disclosure with respect to the Sub-Fund: " in order to more efficiently manage its assets and to gain exposure to certain asset classes, including alternatives, the [Sub-Fund] may invest in pooled vehicles or other products sponsored and/or managed by the Investment Manager or its affiliates or unaffiliated third parties. " Notwithstanding the foregoing, the Management Company confirms that there is no material prejudicial effect to the Sub-Fund's economic interests or material increase in the overall risk profile of the Sub-Fund. The net asset value per share of Class AX Shares and Class BX Shares increased from US$17.97 and US$16.89 respectively (as of 8 March 2011) to US$19.39 and US$17.75 respectively (as of 24 October 2013). The Management Company has suspended marketing of the Sub-Fund and subscriptions from new investors for the Sub-Fund on 28 October 2013 until this discrepancy is resolved. To avoid recurrence of any similar incident in the future, the Management Company will strive to improve on the monitoring of compliance with the relevant rules and regulations in Hong Kong applicable to the Fund and the Sub-Fund on an on-going basis. The Management Company will also regularly update the Hong Kong team of any proposed changes to any sub-funds prior to any implementation such that the Hong Kong team may advise the Management Company to consult with the SFC in advance where appropriate. The Management Company apologizes for any inconvenience caused by the aforesaid incident. How to get more information. If you have questions, or if you would like to obtain a copy of the Prospectus, the AIHKI and the Key Fact Statement that reflect these changes and full details about the Sub- Fund, please contact your financial adviser or Client Services at an AllianceBernstein Investor Services service center: Asia-Pacific or (9:00 a.m. to 6:00 p.m. SGT). Alternatively, please contact AllianceBernstein Hong Kong Limited (as the Hong Kong Representative of the Fund) at The Board accepts responsibility for the accuracy of the contents of this letter. We thank you for your investment in the Sub-Fund and hope that we can continue to meet your investment needs through our diverse family of AllianceBernstein funds. Sincerely yours, AllianceBernstein (Luxembourg) S.à r.l. 2

14 AllianceBernstein* Additional Information for Hong Kong Investors Wealth Strategies > Global Conservative Portfolio > Dynamic Diversified Portfolio > Global Equity Blend Portfolio Equity > Global Growth Trends Portfolio > Global Value Portfolio > Emerging Markets Growth Portfolio > American Growth Portfolio > US Thematic Research Portfolio > zone Strategic Value Portfolio > pean Value Portfolio > Asia Ex-Japan Equity Portfolio > Japan Strategic Value Portfolio > Greater China Portfolio Fixed-Income > Global Bond Portfolio > Global High Yield Portfolio > American Income Portfolio > pean Income Portfolio > Emerging Markets Debt Portfolio > Short Maturity Portfolio October 2013 *AllianceBernstein is the trading name of this mutual investment fund (fonds commun de placement) organized under the laws of the Grand Duchy of Luxembourg, while its legal name is ACMBernstein (the "Fund"). Purchase orders can be accepted only on the basis of the Prospectus of the Fund dated October 2013 (the "Prospectus") and this statement of additional information for Hong Kong investors (this "Hong Kong Supplement"), which together form the offering documents for the Fund for the purpose of marketing Shares of the Fund in the Hong Kong Special Administrative Region of the People's Republic of China ("Hong Kong"). If you are in any doubt about the contents of the Prospectus, this Hong Kong Supplement or the financial statements accompanying this document you should seek independent professional advice

15 Important Notice WARNING: Please note that the Prospectus is a global offering document and therefore also contains details of funds which are not authorised by the Securities and Futures Commission (the "SFC") for offering to the public in Hong Kong or share classes not available to Hong Kong investors. Investors should note that the Hong Kong Offering Document of the Fund is authorised on the condition that the Management Company shall ensure that only the share classes of the SFC-authorised funds listed on page 5 of the Additional Information for Hong Kong Investors which are specified as available to Hong Kong investors are and shall be offered to the public in Hong Kong. It is an offence to offer any of the following non-sfc authorised funds below to the public in Hong Kong unless an exemption under section 103 of the Securities and Futures Ordinance of Hong Kong (Cap. 571) ( SFO ) applies. Intermediaries should take note of this restriction. Investors should note that the following Portfolios and funds referred to in the Prospectus are not authorized by the SFC: - Global Equity Blend Portfolio () - Global Growth Trends Portfolio () - Global Value Portfolio () - Asia Pacific Ex-Japan Equity Portfolio - Global Bond II Portfolio - AllianceBernstein Fund - ACM Institutional Series - ACM Bernstein Value Investments - AllianceBernstein Institutional Investments - ACMBernstein Strategies - ACMBernstein Alternative Investments - AllianceBernstein Fund II - AllianceBernstein Allocations - AllianceBernstein China Investments - AXA/AB Investments - 2 -

16 Information for Hong Kong Investors The aim of this Hong Kong Supplement is to set out all the information relating to the Fund and each of its Portfolios that is particular to the offering of the Portfolios to investors in Hong Kong. All terms used in this Hong Kong Supplement shall bear the same meaning as in the Prospectus unless the context otherwise requires. The managers of the Management Company (the "Managers") have taken all reasonable care to ensure that the facts stated herein are true and accurate in all material respects at the date hereof and that there are no other material facts the omission of which makes misleading any statement herein, whether of fact or opinion. The Managers accept responsibility accordingly. In the event of any inconsistency between the contents of the Prospectus and this Hong Kong Supplement, the information contained in the latter shall prevail. Investors should note that the Portfolios are entitled to use derivative instruments for hedging, risk management, efficient portfolio management and investment purposes, and the use of derivatives may involve additional risks. However, other than Dynamic Diversified Portfolio, the other Portfolios will not use derivative instruments extensively to achieve the relevant Portfolio's investment objectives or for investment purposes. The Dynamic Diversified Portfolio may use derivative instruments extensively for investment purposes. The expected level of leverage of the Dynamic Diversified Portfolio is estimated to be in the range of 0% - 300% of its net asset value. The expected level of leverage is calculated as the sum of the notionals of the financial derivative instruments held by the Portfolio, which neither takes into account the fact that a particular financial derivative instrument increases or decreases the Portfolio s investment risks nor permits to net financial derivative instruments with reverse positions. With this methodology, the use of derivatives for hedging purposes will automatically increase the level of leverage. In addition, the actual leverage of the relevant Portfolio may deviate from the above mentioned expected level of leverage. The Fund was created on 21 August 1991 and its registered address is 2-4, rue Eugène Ruppert, L-2453 Luxembourg. For the purposes of the Prospectus, "Greater China" means the People's Republic of China, the Hong Kong Special Administrative Region and the Republic of China and a "Greater China company" is a company that (i) is domiciled or organized in Greater China, or (ii) is established and conducting business in Greater China, or (iii) carries out the preponderant part of its economic activities in Greater China. Authorisation in Hong Kong Warning: In relation to the Portfolios as set out in the Prospectus, only the following Portfolios are authorized by the SFC pursuant to section 104 of the SFO and hence maybe offered to the public of Hong Kong: 1. Global Conservative Portfolio 2. Dynamic Diversified Portfolio 3. Global Equity Blend Portfolio 4. Global Growth Trends Portfolio 5. Global Value Portfolio 6. Emerging Markets Growth Portfolio 7. American Growth Portfolio 8. US Thematic Research Portfolio 9. zone Strategic Value Portfolio 10. pean Value Portfolio 11. Asia Ex-Japan Equity Portfolio 12. Japan Strategic Value Portfolio 13. Greater China Portfolio 14. Global Bond Portfolio 15. Global High Yield Portfolio - 3 -

17 16. American Income Portfolio 17. pean Income Portfolio 18. Emerging Markets Debt Portfolio 19. Short Maturity Portfolio Please note that the Prospectus is a global offering document and therefore also contains information of the following Portfolios and funds which are not authorized by the SFC: Section I of the Prospectus Global Equity Blend Portfolio () Global Growth Trends Portfolio () Global Value Portfolio () Asia Pacific Ex-Japan Equity Portfolio Global Bond II Portfolio Section II of the Prospectus AllianceBernstein Fund ACM Institutional Series ACM Bernstein Value Investments AllianceBernstein Institutional Investments ACMBernstein Strategies ACMBernstein Alternative Investments AllianceBernstein Fund II AllianceBernstein Allocations AllianceBernstein China Investments AXA/AB Investments No offer shall be made to the public of Hong Kong in respect of the above unauthorized funds. The issue of the Prospectus was authorized by the SFC only in relation to the offer of the above SFC-authorized funds to the public of Hong Kong. Intermediaries should take note of this restriction. SFC authorization is not a recommendation or endorsement of the Fund nor the Portfolios nor does it guarantee the commercial merits of the Fund or any Portfolio or its performance. It does not mean the Fund and the Portfolios are suitable for all investors nor is it an endorsement of its suitability for any particular investor or class of investors. The following classes of shares are offered to the public of Hong Kong: 1. Global Conservative Portfolio (Class A, A2, B, B2, C and C2 Shares) 2. Dynamic Diversified Portfolio (Class AX, A, BX, B and C Shares) 3. Global Equity Blend Portfolio (Class A, B and C Shares) 4. Global Growth Trends Portfolio (Class A, B and C Shares) 5. Global Value Portfolio (Class A, B and C Shares) 6. Emerging Markets Growth Portfolio (Class A, A AUD H, A SGD H, B, B AUD H, B SGD H, C, C AUD H, I and I AUD H Shares) - 4 -

18 7. American Growth Portfolio (Class A, A EUR H, B, B EUR H, C, C EUR H, I and I EUR H Shares) 8. US Thematic Research Portfolio (Class A, A AUD H, Class A CAD H, A EUR H, A GBP H, A SGD H, B, B AUD H, Class B CAD H, B EUR H, B GBP H, B SGD H, C, C EUR H, I and I EUR H Shares) 9. zone Strategic Value Portfolio (Class AX, A, BX, B, and C Shares) 10. pean Value Portfolio (Class A, B and C Shares) 11. Asia Ex-Japan Equity Portfolio (Class A, A AUD H, A SGD H, AD, AD AUD H, AD CAD H, AD GBP H, AD NZD H, AD EUR H, B, B AUD H, B SGD H, BD, BD AUD H, BD CAD H, BD GBP H, BD NZD H, BD EUR H, C, C AUD H, I, ID, I AUD H and ID AUD H Shares) 12. Japan Strategic Value Portfolio (Class A, A EUR H, A USD H, A AUD H, A NZD H, B, B EUR H, B AUD H, B NZD H, C, C EUR H, I, I EUR H, I USD H, S, S EUR H, S USD H, S1, S1 USD H and S1 EUR H Shares) 13. Greater China Portfolio (Class A, B and C Shares) 14. Global Bond Portfolio (Class A, A2, A2 EUR H, A2 SGD H, AT, AT EUR H, AT AUD H, AT CAD H, AT GBP H, AT NZD H, AT SGD H, B, B2, B2 EUR H, B2 SGD H, BT, BT CAD H, BT EUR H, BT AUD H, BT GBP H, BT NZD H, BT SGD H, C, C2, C2 EUR H, CT, I2, I2 AUD H, I2 EUR H, IT, IT AUD H, S, S EUR H, S1 and S1 EUR H Shares) 15. Global High Yield Portfolio (Class A, A2, A2 EUR H, A2 SGD H, AT, AT EUR H, AT AUD H, AT SGD H, AT CAD H, AT GBP H, AT NZD H, B, B2, B2 EUR H, B2 SGD H, BT, BT EUR H, BT AUD H, BT SGD H, BT CAD H, BT GBP H, BT NZD H, C, C2, C2 EUR H, CT, CT EUR H, I2, I2 AUD H, I2 EUR H, IT, IT AUD H, IT SGD H, S, S EUR H, S1 and S1 EUR H Shares) 16. American Income Portfolio (Class A, A2, A2 EUR H, A2 SGD H, AT, AT AUD H, AT CAD H, AT EUR H, AT SGD H, AT GBP H, AT NZD H, B, B2, B2 SGD H, BT, BT AUD H, BT EUR H, BT SGD H, BT CAD H, BT GBP H, BT NZD H, C, C2, C2 EUR H, CT, IT, IT AUD H, IT SGD H, I2, I2 AUD H, I2 EUR H, Class A2 DUR H, Class AT DUR H, Class C2 DUR H, Class CT DUR H, Class I2 DUR H and Class IT DUR H Shares) 17. pean Income Portfolio (Class A, A2, AT, AT USD H, AT AUD H, B, B2, BT, BT USD H, BT AUD H, C, C2, I2, I2 USD H and I2 AUD H Shares) 18. Emerging Markets Debt Portfolio (Class A, A2, A2 EUR H, A2 SGD H, AT, AT EUR H, AT AUD H, AT SGD H, AT NZD H, AT GBP H, AT CAD H, B, B2, B2 EUR H, B2 SGD H, BT, BT EUR H, BT AUD H, BT SGD H, BT NZD H, BT GBP H, BT CAD H, C, C2, C2 EUR H, CT, I2, I2 AUD H, IT, IT AUD H, IT SGD H, I2 EUR H, S, S EUR H, S GBP H, S1 EUR H and S1 GBP H Shares) 19. Short Maturity Portfolio (Class A, A2, AT, B, B2, BT, C and C2 Shares) Class AX and Class BX Shares are no longer open for subscription by new investors, except to the existing shareholders of these Class AX and Class BX Shares. Hong Kong Representative The Hong Kong Representative of the Fund (the "Hong Kong Representative") is AllianceBernstein Hong Kong Limited of Suite 3401, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong (Tel: and Fax: ). Investment Restrictions Stock Lending Transactions: The Fund may enter into stock lending transactions. The Fund, however, will not enter into such transactions with the affiliates of the Management Company or the Investment Manager. No securities lending agent will be an affiliate of the Management Company or the Investment Manager. All incremental income generated from such transactions will be accrued to the relevant Portfolios of the Fund. No securities lending may be made for more than 50% of the value of the securities of the relevant Portfolio and the Investment Manager may choose to terminate any securities lending transaction at any time. All stock lending transactions entered into by a Portfolio are collateralised with cash or securities issued by governments of member states of the OECD with value equal to 105% of the reference security. The lending agent independently selects counterparties based on its own credit and business analysis and shares them with the Investment Manager. The Investment Manager, through its dedicated counterparty risk management team, - 5 -

19 independently conducts credit reviews and approves counterparties from this list, and monitors the counterparties on an ongoing basis. The Investment Manager also takes comfort in the additional counterparty protection afforded in the securities lending program through overcollateralization: counterparties post minimum collateral equal to 105% of the value of each loaned security, marked-to-market daily. Repurchase Agreements or Similar Over the Counter Transactions: The Fund may enter into repurchase agreements or similar over-the-counter transactions. The Fund, however, will not enter into repurchase agreements or similar over-thecounter transactions with the affiliates of the Management Company or the Investment Manager. The maximum level of the Fund's assets available for such transactions is 100% of its net asset value. Should the Fund enter into repurchase agreements or similar over-the-counter transactions, all incremental income generated from such transactions will be accrued to the relevant Portfolios of the Fund. All repurchase agreements transactions entered into by the Fund are collateralised with U.S. Government securities or agencies of the U.S. Government with value equal to the reference security. Taking into account factors including the types of transactions, exposure, concentration to a particular counterparty and credit rating (there is, however, no specific credit rating requirement in selecting the counterparties of the Fund), the Investment Manager conducts initial and on-going counterparty reviews with a view to evaluating the creditworthiness of its proposed and existing counterparties. The Investment Manager maintains a list of approved counterparties which provides the names of the entities and the types of transactions for which each entity has been approved. Investment Types Each Portfolio of the Fund may invest in certain types of investments as illustrated in the chart commencing on page II-7 of the Prospectus (which should however not be construed as limiting a Portfolio's ability to invest in other types of securities). For the avoidance of doubt, American Income Portfolio, Dynamic Diversified Portfolio, Global Bond Portfolio, Global High Yield Portfolio, Emerging Markets Debt Portfolio, Short Maturity Portfolio and Global Conservative Portfolio may invest in commercial mortgage-backed securities, U.S. government agency mortgage-backed securities, asset-backed securities and credit-linked notes. Other Types of Investments Pooled Vehicles Emerging Markets Debt Portfolio and Dynamic Diversified Portfolio may invest up to 10% of its net assets in pooled vehicles sponsored by the Investment Manager which may include mutual investment funds or open-ended investment companies. REITs Certain Portfolios (such as US Thematic Research Portfolio and Dynamic Diversified Portfolio) may invest in real estate investment trusts ("REITs") and in the case of Dynamic Diversified Portfolio, it may invest up to 10% of its net assets in REITs. Investors should note that the underlying REITs which a Portfolio may invest in may not be authorized by the SFC and their dividend or payout policies will not be representative of the dividend or payout policy of a Portfolio. Mortgage pass-through certificates and real estate mortgage investment conduit certificates The Dynamic Diversified Portfolio may invest through mortgage pass-through certificates and real estate mortgage investment conduit certificates ("REMICs"). For further details regarding the features and risks in relation to REMICs, please refer to the section "Pass-Through Mortgage-Related Securities" on page II-11 of the Prospectus which are applicable to REMICs

20 Derivatives and Other Debt Securities Investors should note that the Portfolios are entitled to use derivative instruments for hedging, risk management, efficient portfolio management and investment purposes, and the use of derivatives may involve additional risks. In adverse situations, the Portfolio's use of derivative instruments may become ineffective in hedging, risk management or efficient portfolio management and the Portfolio may suffer significant losses. Other than Dynamic Diversified Portfolio, the other Portfolios will not use derivative instruments extensively to achieve the relevant Portfolio's investment objectives or for investment purposes. Each of the Emerging Markets Debt Portfolio, Dynamic Diversified Portfolio, Global High Yield Portfolio, Asia Ex-Japan Equity Portfolio, US Thematic Research Portfolio and zone Strategic Value Portfolio may invest in certain derivative instruments and strategies which allow itself to obtain exposure to certain markets, sectors and individual securities and facilitate more effective currency management. Such derivatives may include options, interest rate swaps, currency swaps, total return swaps, credit default swaps, futures and forwards. Notwithstanding the disclosure in the chart on page II-8 of the Prospectus, US Thematic Research Portfolio may also invest in, among other things, synthetic foreign equity securities and close-ended real estate investment trusts. Emerging Markets Debt Portfolio, Global Bond Portfolio, Global Conservative Portfolio, pean Value Portfolio, Japan Strategic Value Portfolio, Global High Yield Portfolio, American Income Portfolio, pean Income Portfolio, Short Maturity Portfolio and Dynamic Diversified Portfolio may invest in structured securities (both Investment Grade and non- Investment Grade) originated by a wide range of originators and sponsors. Investments in structured securities will not exceed 20% of its net assets in the case of Global Bond Portfolio, provided that such limit will not apply to investments in such securities issued or guaranteed by certain governments or entities sponsored by certain governments. Investments in non-investment Grade securities may at any time exceed 50% of total assets in the case of Emerging Markets Debt Portfolio. The Dynamic Diversified Portfolio may use derivative instruments extensively for investment purposes. It is important to note that the expanded use of derivatives by Dynamic Diversified Portfolio does not alter its existing guidelines with respect to credit quality, duration and currency exposures. In addition, Dynamic Diversified Portfolio's expanded use of derivatives does not alter the acceptable ranges for some of its other key risk parameters including interest rate risk, credit risk, foreign exchange risk and liquidity risk. Dynamic Diversified Portfolio's average weighted maturity will continue to not exceed 15 years. Whilst volatility in both absolute terms and relative to the Portfolios' relevant benchmarks will be closely monitored; proprietary models will be used to try to predict their future volatility. Investments in derivatives may be subject to high volatility and involve significant risk, which may potentially result in a total loss of your investment in the Portfolio. While judicious use of derivatives can be beneficial, derivative instruments and strategies may carry different risks from those presented by more traditional investments and may expose the fund to significant losses. These risks include, for example, counterparty default risk (risk that the direct counterparty of an over the counter ("OTC") derivative does not make timely interest or principal payments as contracted) or insolvency risk (risk that the counterparty may not have sufficient funds and files for bankruptcy), risk involved with effective management of derivative strategies (risk that the underlying investments in the derivatives-based investment strategy do not perform as expected), risk of mispricing or improper valuation of derivatives (operational risk that the derivative is not priced properly), risk of higher volatility, risk of illiquidity in the market for certain derivative strategies (risk that certain OTC derivatives may not be as easily exchangeable as others). Derivatives may give rise to leverage and the risk of loss may be greater than the amount invested in the derivative and may expose the Portfolios to significant losses. Please also refer to Section II of the Prospectus for greater details and in particular the section entitled "Derivatives Risk". Dynamic Diversified Portfolio Dynamic Asset Allocation Diversification Strategy To manage the Dynamic Diversified Portfolio's short-term risk/return trade-off and seek to mitigate the impact of extreme market events, the Investment Manager may utilize its proprietary Dynamic Asset Allocation diversification strategy to adjust - 7 -