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Retirement Prospectus

Retirement Prospectus Supplement

A Mix That Changes with Your Needs

When you invest in one of the Retirement Strategies, you're diversifying your assets—and an experienced portfolio team guides your investments.

By gradually shifting your mix away from equities and toward bonds over time, the fund's management team automatically adjusts your portfolio mix to make sense for you as you move toward—and through—retirement.

Funds that are furthest away from their target dates start out invested almost entirely in equities to emphasize the growth potential you need to build wealth over the long term.

As you move closer to—and eventually into—retirement, your fund automatically adjusts to a more conservative mix of investments.

When your fund reaches its target date, its investment mix is 65% equities and 35% bonds. Your fund's final investment mix, 15 years after the target date, is 35% equities and 65% bonds.

An Investment Strategy That Lasts a Lifetime

This chart shows how the mix between equities and bonds gradually changes over a lifetime.

Years Before Retireent -> Retirement -> Years After

Objective: Aggressive Growth

Objective: Moderate Growth

Objective: Income with Growth

Objective: Preserve Spending Power

*Note: Equities include stocks, global REITs and, effective April 2010, volatility management. The volatility management component may include up to 100% equities, 100% bonds or a combination of the two asset classes to help reduce volatility depending on market conditions at any particular time.

While diversification and shifting to a more conservative investment mix over time may help to manage risk, they do not guarantee earnings growth. There is the potential to lose money in any investment program.

Before investing for retirement, there are many factors to consider, including your time horizon, retirement needs, goals and assets (income and investments outside of those in your employer-sponsored retirement plan). You should view the AllianceBernstein Retirement Strategies as one part of your entire plan for retirement income, not the whole solution.

AllianceBernstein Retirement Strategies' underlying investments include international companies, which involve such risks as currency fluctuations, economic instability and political developments. The portfolios also invest some of their assets in small and midsize companies. Such investments increase the risk of greater price fluctuations. In addition, the portfolios have a portion of their assets in bonds. Investments in bonds are subject to interest-rate risk, credit risk and inflation risk. As interest rates rise, the prices of bonds fall. Long-term bonds have more exposure to interest-rate risk than short-term bonds. Lower-rated bonds may offer higher yields in return for more risk. As with all investments, there is a risk of not meeting your retirement income needs. Because the Retirement Strategies are managed to specific retirement dates, you may be taking on greater risk if your actual year of retirement differs dramatically from what you estimated.

Investors should consider the investment objectives, risks, charges and expenses of the Fund/Portfolio 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.

Investment Products Offered: Are Not FDIC Insured | May Lose Value | Are Not Bank Guaranteed

AllianceBernstein mutual funds may be offered only to persons in the United States and by way of a prospectus. This web site should not be considered a solicitation or offering of any investment products or services to investors residing outside of the United States.

AllianceBernstein Defined Contribution Investments is a unit of AllianceBernstein L.P.; AllianceBernstein Investments, Inc. is an affiliate of AllianceBernstein L.P. and is a member of FINRA.