<PAGE>
Supplement dated as of October 2, 2000 filed pursuant to Rule 497(e)
of the Securities and Exchange Act of 1933 to the Regular Prospectus,
Fixed Income Institutional Services Prospectus and International
Institutional Services Prospectus, each dated February 1, 2000
pursuant to Post-Effective Amendment No. 21 (File Nos. 33-21844; 811-5555)
that was filed with the Securities and Exchange Commission on January 28, 2000.
Regular Prospectus
The second paragraph of the section entitled "Introduction" on page 2 of the
Prospectus shall be deleted and replaced in its entirety with the following:
"Effective October 2, 2000, the Fund's investment manager, Sanford C.
Bernstein & Co., Inc., was acquired by Alliance Capital Management L.P.
Accordingly, all references in this Prospectus to "Sanford C. Bernstein & Co.,
Inc. " and "Bernstein" shall be deemed to be references to "Alliance Capital
Management L.P." or "Alliance".
The first three paragraphs under the heading "Fund Management" on page 45 of the
Prospectus shall be replaced in their entirety by the following:
"The investment manager of the Fund is the Bernstein Investment
Research and Management unit of Alliance Capital Management L.P.
("Alliance"). Alliance is a Delaware limited partnership, with
principal offices at 1345 Avenue of the Americas, New York, New
York 10105. Alliance is a registered investment advisor that
manages, as of June 30, 2000, approximately $387 billion in
assets for public and private employee benefit plans, public
employee retirement funds, foundations, endowments, banks,
insurance companies worldwide, and the Fund. Alliance is also a
mutual fund sponsor with a family of diversified portfolios
distributed globally.
Alliance Fund Services, Inc. ("AFS") provides the Fund with
shareholder servicing and administrative services. Sanford C.
Bernstein & Co., LLC ("Bernstein LLC"), a Delaware limited
liability company and registered broker-dealer and investment
adviser, provides the Fund with distribution services. Bernstein
LLC is a wholly-owned subsidiary of Alliance.
The Investment Policy Groups of the Bernstein Investment Research
and Management unit of Alliance are comprised of Alliance
employees and make all investment decisions for the Fund. No one
person is primarily responsible for making recommendations to the
Investment Policy Groups.
<PAGE>
The second and third paragraph in the section entitled "Investment Management
Fees" on page 45 of the Prospectus shall be replaced in their entirety by the
following:
"Effective October 2, 2000, the Fund's investment manager,
Sanford C. Bernstein & Co., Inc., was acquired by Alliance. With
the exception of the Tax-Managed International Value Portfolio
and the International Value Portfolio II, all investment
management fees remained unchanged.
Prior to the acquisition of the Fund's adviser by Alliance, the
investment management fees for these International Value
Portfolios was at an annual rate of 1.00% of each Portfolio's
average daily net assets up to but not exceeding $1 billion and
an annual rate of 0.90 of 1% of average daily net assets that
exceed $1 billion.
Effective October 2, 2000, the investment management fees for
each of these Portfolios is at an annual rate of 1.00% of each
Portfolio's average daily net assets that is up to, but not
exceeding $1,000,000,000; 0.90 of 1.00% of the average daily net
assets in excess of $1,000,000,000 up to, but not exceeding
$4,000,000,000; 0.875 of 1.00% of the average daily net assets
that is in excess of $4,000,000,000 up to, but not exceeding
$6,000,000,000; and 0.85 of 1.00% of the average daily net assets
that exceeds $6,000,000,000.
Bernstein LLC, a wholly owned subsidiary of Alliance, acts as the
Distributor of each Portfolio's shares free of charge.
AFS acts as the Fund's Shareholder Servicing Agent. For these
services, AFS charges each Fixed-Income Portfolio an annual fee
of 0.10% of that Portfolio's average daily assets, and each of
the International Value Portfolios and the Emerging Market Value
Portfolio an annual fee of 0.25% of each Portfolio's average
daily net assets."
Fixed-Income Institutional Services Prospectus
The second paragraph of the section entitled "Introduction" on page 2 of the
Prospectus shall be deleted and replaced in its entirety with the following:
"Effective October 2, 2000, the Fund's investment manager, Sanford C.
Bernstein & Co., Inc., was acquired by Alliance Capital Management L.P.
Accordingly, all references in this Prospectus to "Sanford C. Bernstein & Co.,
Inc." and "Bernstein" shall be deemed to be references to "Alliance Capital
Management L.P." or "Alliance".
<PAGE>
The first three paragraphs under the heading "Fund Management" on page 14 of the
Prospectus shall be replaced in their entirety by the following:
"The investment manager of the Fund is the Bernstein Investment
Research and Management unit of Alliance Capital Management L.P.
("Alliance"). Alliance is a Delaware limited partnership, with
principal offices at 1345 Avenue of the Americas, New York, New
York 10105. Alliance is a registered investment advisor that
manages, as of June 30, 2000, approximately $387 billion in
assets for public and private employee benefit plans, public
employee retirement funds, foundations, endowments, banks,
insurance companies worldwide, and the Fund. Alliance is also a
mutual fund sponsor with a family of diversified portfolios
distributed globally.
Alliance Fund Services, Inc. ("AFS") provides the Fund with
shareholder servicing and administrative services. Sanford C.
Bernstein & Co., LLC ("Bernstein LLC"), a Delaware limited
liability company and registered broker-dealer and investment
adviser, provides the Fund with distribution services. Bernstein
LLC is a wholly-owned subsidiary of Alliance.
The Investment Policy Groups of the Bernstein Investment Research
and Management unit of Alliance are comprised of Alliance
employees and make all investment decisions for the Portfolios.
No one person is primarily responsible for making recommendations
to the Investment Policy Groups.
The first paragraph in the section entitled "Investment Management Fees" on page
14 of the Prospectus shall be amended by adding the following to the end
thereof:
"Effective October 2, 2000, the Fund's investment manager,
Sanford C. Bernstein & Co., Inc., was acquired by Alliance. There
was no change to the investment management fees as a result of
the acquisition."
The second paragraph in the section entitled "Investment Management Fees" on
page 14 of the Prospectus shall be replaced in its entirety by the following:
Bernstein LLC, a wholly-owned subsidiary of Alliance, acts as the
Distributor of each Portfolio's shares free of charge. AFS acts
as the Fund's Shareholder Servicing Agent. For these services,
AFS charges each Portfolio an annual fee of 0.10% of that
Portfolio's average daily assets."
<PAGE>
International Institutional Services Prospectus
The second paragraph of the section entitled "Introduction" on page 1 of the
Prospectus shall be deleted and replaced in its entirety with the following:
"Effective October 2, 2000, the Fund's investment manager, Sanford C.
Bernstein & Co., Inc., was acquired by Alliance Capital Management L.P.
Accordingly, all references in this Prospectus to "Sanford C. Bernstein & Co.,
Inc. " and "Bernstein" shall be deemed to be references to "Alliance Capital
Management L.P." or "Alliance".
The first three paragraphs under the heading "Fund Management" on page 9 of the
Prospectus shall be replaced in their entirety by the following:
"The investment manager of the Fund is the Bernstein Investment
Research and Management unit of Alliance Capital Management L.P.
("Alliance"). Alliance is a Delaware limited partnership, with
principal offices at 1345 Avenue of the Americas, New York, New
York 10105. Alliance is a registered investment advisor that
manages, as of June 30, 2000, approximately $387 billion in
assets for public and private employee benefit plans, public
employee retirement funds, foundations, endowments, banks,
insurance companies worldwide, and the Fund. Alliance is also a
mutual fund sponsor with a family of diversified portfolios
distributed globally.
Alliance Fund Services, Inc. ("AFS") provides the Fund with
shareholder servicing and administrative services. Sanford C.
Bernstein & Co., LLC ("Bernstein LLC"), a Delaware limited
liability company and registered broker-dealer and investment
adviser, provides the Fund with distribution services. Bernstein
LLC is a wholly-owned subsidiary of Alliance.
The Investment Policy Groups of the Bernstein Investment Research
and Management unit of Alliance are comprised of Alliance
employees and make all investment decisions for the Portfolio. No
one person is primarily responsible for making recommendations to
the Investment Policy Groups.
The first and second paragraph in the section entitled "Investment Management
Fees" on page 9 of the Prospectus shall be replaced in their entirety by the
following:
"Effective October 2, 2000, the Fund's investment manager,
Sanford C. Bernstein & Co., Inc., was acquired by Alliance. Prior
to the acquisition of the Fund's adviser by Alliance, the
investment management fee for the Portfolio was at an annual rate
<PAGE>
of 1.00% of the Portfolio's average daily net assets up to but
not exceeding $1 billion and an annual rate of 0.90 of 1% of
average daily net assets that exceed $1 billion.
Effective October 2, 2000, the investment management fee for the
Portfolio is at an annual rate of 1.00% of the Portfolio's
average daily net assets that is up to, but not exceeding
$1,000,000,000; 0.90 of 1.00% of the average daily net assets in
excess of $1,000,000,000 up to, but not exceeding $4,000,000,000;
0.875 of 1.00% of the average daily net assets that is in excess
of $4,000,000,000 up to, but not exceeding $6,000,000,000; and
0.85 of 1.00% of the average daily net assets that exceeds
$6,000,000,000.
Bernstein LLC, a wholly-owned subsidiary of Alliance, acts as the
Distributor of the Portfolio's shares free of charge.
AFS acts as the Fund's Shareholder Servicing Agent. For these
services, AFS charges the Portfolio an annual fee of 0.25% of the
Portfolio's average daily net assets."
