CoLLEgE SAvINgS

Investment Products Offered

• Are Not FDIC Insured • May Lose Value • Are Not Bank Guaranteed

CoLLEgE SAvINgS

3 Easy Steps to Save for a Child’s EducationInvest Today for a Child’s Education Tomorrow

CoLLEgE SAvINgSCoLLEgE SAvINgS

1 Establishing a Goal

An important first step in saving for college is determining how much you will need to pay for future college costs. The table to the right shows the average tuition, fees and room and board for in-state students at public and private four-year colleges and universities. For example, for a child born in 2010, it will cost nearly $160,000 for them to attend a four-year public college and over $365,000 to attend a four-year private college.2

Now that you have an idea of the future cost of a college education, it’s time to determine how much you should invest to meet this goal. The table shows the growth of a monthly investment, assuming a hypothetical annual return of 6% and that the beneficiary will begin college at age 18. By finding a child’s age today in the left-most column, you can look across to the right and find the estimated cost of four years of college—and an estimate of how much you’ll need to invest each month to reach that goal.

Keep in mind that costs for different schools and degrees vary considerably.

Don’t be discouraged if you’re starting late or you don’t save the exact amount. Helping a loved one pay for a year or even a few months may help them start life without large amounts of debt.

Education Is One of the Keys to a Successful Future Children grow up fast, and so do college costs. On average, tuition and fees for the 2010–2011 academic

year for students at four-year public colleges increased 7.9% from the 2009–2010 academic year.1 Saving for

college requires commitment and a game plan. CollegeBoundfund, a Section 529 college savings plan, is a

flexible and efficient way to save for higher education.

1 Source: College Board, “Trends in College Pricing, 2010”

2 Estimates assume a 5% annual increase in costs. Current average annual costs are for the 2010–2011 academic year and include tuition, fees, room and board.

Planning to Meet the Cost of College2

Child’s Age

Today

4 Years of Public School

4 Years of Private School

Projected College

Cost

Estimated Monthly

Investment

Projected College

Cost

Estimated Monthly

Investment

17 $69,565 $5,611 $159,444 $12,861

16 $73,044 $2,858 $167,417 $6,550

15 $76,696 $1,940 $175,788 $4,447

14 $80,531 $1,481 $184,577 $3,395

13 $84,557 $1,206 $193,806 $2,764

12 $88,785 $1,022 $203,496 $2,343

11 $93,224 $891 $213,671 $2,043

10 $97,886 $793 $224,354 $1,817

9 $102,780 $716 $235,572 $1,642

8 $107,919 $655 $247,351 $1,502

7 $113,315 $605 $259,718 $1,387

6 $118,980 $563 $272,704 $1,291

5 $124,929 $528 $286,339 $1,210

4 $131,176 $498 $300,656 $1,141

3 $137,735 $471 $315,689 $1,080

2 $144,622 $448 $331,474 $1,027

1 $151,853 $428 $348,047 $980

Newborn $159,445 $410 $365,450 $939

2 Discover the Benefits of CollegeBoundfund

Tax-Free Withdrawals—Assets grow tax-free, and withdrawals for qualified higher education expenses are also federal income tax-free. Qualified expenses include tuition, fees, room and board, books and other supplies required for attendance of a student at an accredited institution of higher education. The availability of such tax or other benefits may be conditioned upon meeting certain requirements. Please see the Program Description for more specific information, and consult with your tax advisor regarding your specific situation.

Use at virtually Any Higher Education Institution— Assets can be used to pay for qualified expenses at any accredited institution of higher education in the country and some foreign institutions, including undergraduate and graduate schools, most community colleges and vocational-technical schools.

Changing Beneficiaries—You can change the beneficiary of your account to any other member of the former beneficiary’s family at any time.

Withdraw Funds at Any Time—Withdrawals can be made at any time, but earnings not used for qualified higher education expenses will be taxed as ordinary income to the recipient and subject to a 10% penalty.

No Income Limits—Unlike other college savings vehicles, a 529 plan has no income limits that restrict who can invest.

Special gift and Estate Tax Treatment—Contributions are considered completed gifts and are excludable from your taxable estate for federal estate tax purposes. Contributors can take advantage of the annual $13,000 gift tax exclusion or accelerate five years’ worth of $13,000 gifts by contributing $65,000 in the first year of a five-year period (a married couple can contribute $130,000) without gift tax consequences. Contributions

are subject to an “add-back” rule in the event of the contributor’s death within five years.1

Low Minimum Investments—You can enroll in an automatic contribution plan with a $50-per-month minimum initial and subsequent investment. otherwise, the minimum initial investment is $1000 and subsequent investments are $50. For Rhode Island accounts (and certain other accounts subject to the same sales and asset-based charge structure), there’s no minimum initial or subsequent investment when investing through an automatic contribution plan, and the minimum initial investment for non-automatic contribution accounts is $250, with $50 for subsequent investments. Please see the Program Description for more information.

Contribution Limit—You can contribute to a CollegeBoundfund account until the total value of all CollegeBoundfund accounts for a beneficiary equals $385,000; of course, the earnings can continue to grow beyond this limit.

A Choice of Investment options—CollegeBoundfund offers a wide range of investment options: Age-Based Portfolios, Fixed Allocation Portfolios and a Stable value Portfolio.

Experienced Investment Management—AllianceBernstein Investments Inc., the mutual fund and investment products distributor for AllianceBernstein L.P., provides expertise in every key investment discipline, including growth, value and fixed income.

Dollar-Cost-Averaging2—With CollegeBoundfund, you can implement a dollar-cost-averaging strategy from or to any investment option within the plan. This gives you an efficient way to shift from one investment strategy to another. And, since the IRS limits 529 plan investment changes to once per calendar year, dollar-cost-averaging gives you the ability to make additional portfolio changes in a systematic way, over a longer time horizon.

1 Under an “add-back” rule, if a contributor to a 529 plan elects to treat the gift as having been made over a five-year period and dies during the five-year period, prorated amounts allocable to the years after death are included in the contributor’s gross estate for federal estate tax valuation purposes.

2 Dollar-cost-averaging does not assure a profit nor protect against loss in a declining market. Since this strategy involves continuous investments, regardless of fluctuating prices, investors should consider their financial ability to invest during periods of low price levels. Please see Program Description for more information.

Investment Options

Choose from a variety of investment options, including two Age-Based Portfolios, three Fixed Allocation Portfolios and a Stable value Portfolio.

Age-Based Portfolios

Age-Based portfolios change over time as the beneficiary nears college age. For younger beneficiaries, the portfolio invests more heavily in stocks. As the beneficiary nears college age, the allocation gradually becomes more conservative, investing in less volatile investments in order to prepare for distributions to pay for college costs.

Age-Based Aggressive Portfolio

A newborn child isinvested in 100% stocks

At age ten, investmentshave shifted to 80% stocks and 20% bonds

As enrollment draws near, allocations are approximately 40% stocks, 55% bonds and5% cash equivalents

Child’s Age Newborn 4 7 10 13 16 College

Stocks

Bonds

CashEquivalents

100%

75%

50%

25%

Age-Based Portfolio

A newborn child isinvested in 95% stocks and 5% bonds

At age ten, investmentshave shifted to 65% stocks and 35% bonds

As enrollment draws near, allocations are approximately 35% stocks, 59% bonds and6% cash equivalents

Child’s Age Newborn 4 7 10 13 16 College

100%

75%

50%

25%

Stocks

Bonds

CashEquivalents

1 Prior to April 1, 2010, the Portfolio was named Preservation Portfolio.

The Principal-Protection Income Portfolio does not guarantee any particular rate of return. The Portfolio seeks to minimize fluctuations in the value of its investments by entering into contracts, known as wrapper agreements, with financial institutions such as banks and insurance companies. However, these wrapper agreements are subject to certain risks and do not guarantee any Participant’s investment in the Portfolio. Although the Portfolio seeks to preserve the value of your investment, it is possible, under certain circumstances, to lose money by investing in this Portfolio. Please see the Program Description for more information. Under normal market conditions, approximately 10% of the Portfolio’s assets are invested in money market securities, whose value is not protected by the insurance wrapper.

Balanced Portfolio

65%35%

The Balanced Portfolio invests in a set mix of 65% stocksand 35% bonds. The goal of the Balanced Portfolio is toprovide investors a balance between principal safety and growth opportunity.

Conservative Portfolio1

35%59%

6%Bonds

Stocks

Cash Equivalents

This more conservative alternative may be appropriate for investors with older children who are near or approaching college age or for investors who are more risk adverse and desire a more conservative investment strategy.

Appreciation Portfolio

100%

The Appreciation Portfolio is invested entirely in stocks and is designed for those who prefer to take a more aggressive approach to investing. The potential for higher returns is greater, but so is the potential for higher volatility.

Fixed Allocation Portfolios

The three Fixed Allocation Portfolios offered in CollegeBoundfund represent different blends of stocks and bonds. Unlike the Age-Based Portfolios, the asset allocation does not change over time but remains fixed throughout the beneficiary’s life. However, the Program will review the Fixed Allocation Portfolios’ asset allocations periodically and may change them based on economic or other factors that the Program believes are relevant.

Stable Value Portfolio

The Principal-Protection Income Portfolio

The Principal-Protection Income Portfolio is a conservative, stable value option. It primarily invests in a diversified portfolio of fixed-income and money market instruments. The objective of this portfolio is to generate higher returns than most money market funds from a portfolio of fixed-income securities protected from fluctuations in value typically associated with bond funds.

1345 Avenue of the AmericasNew York, NY 10105

1.800.227.4618

www.alliancebernstein.com

A Word About Risk—Market Risk: The market values of the portfolio’s holdings rise and fall from day to day, so investments may lose value. Foreign (Non-US) Risk: Investing in non-US securities may be more volatile because of political, regulatory, market and economic uncertainties associated with such securities. These risks are magnified in securities of emerging or developing markets. Interest Rate Risk: As interest rates rise, bond prices fall and vice versa—long-term securities tend to rise and fall more than short-term securities. Capitalization Size Risk (Small/Mid): Small- and mid-cap stocks are often more volatile than large-cap stocks—smaller companies generally face higher risks due to their limited product lines, markets and financial resources. Currency Risk: If a non-US security’s trading currency weakens versus the US dollar, its value may be negatively affected when translated back into US dollar terms. Derivatives Risk: Investing in derivative instruments such as options, futures, forwards or swaps can be riskier than traditional investments and may be more volatile, especially in a down market. Investors should consider the investment objectives, risks, charges and expenses of CollegeBoundfund carefully before investing. For a free copy of the Program Description, which contains this and other information, visit our website at www.collegeboundfund.com/ri, or call your financial representative or AllianceBernstein Investments at 888.324.5057. Please read the Program Description carefully before you invest.If you are not a Rhode Island resident or if you have taxable income in another state, please note that depending on the laws of your or your beneficiary’s home state, favorable state tax treatment or other benefits offered by such home state for investing in 529 college savings plans may be available only for investments in the home state’s 529 plan. Any state-based benefit offered with respect to this plan should be one of many appropriately weighted factors to be considered before making an investment decision. Please consult your financial, tax or other advisor to learn more about how state-based benefits (including any limitations) would apply to your specific circumstances. You may also wish to contact your home state or another state’s 529 plan to learn more about its features, benefits and limitations before investing. Statements in this material concerning taxation are not offered as individual tax advice.The investments in CollegeBoundfund are not guaranteed by the State of Rhode Island, the Rhode Island Higher Education Assistance Authority (which established and implemented CollegeBoundfund and makes rules and regulations governing the program), the Rhode Island State Investment Commission (which oversees the investments of the assets of CollegeBoundfund ), the Federal Deposit Insurance Corporation (FDIC) or any instrumentality thereof. CollegeBoundfund is managed by AllianceBernstein L.P. and distributed by AllianceBernstein Investments, Inc., member of FINRA.AllianceBernstein Investments, Inc. is an affiliate of AllianceBernstein L.P., the manager of the funds, and is a member of FINRA. AllianceBernstein® and the AB logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

© 2011 AllianceBernstein L.P.

CoLLEgE SAvINgS

10-1405

529–4812–0111

3 Start Investing Today

It’s easy to open a CollegeBoundfund account today.

1. visit: www.corporate.collegeboundfund.com

2. Select “Company” as your ID, type and enter the following:

> Corporate User ID:

> Corporate Password:

3. Create an individual User ID and password. This will allow you to log in to the site upon future visits.

> Individual User ID:

> Corporate Password:

4. To enroll, you will need the date of birth and Social Security number of the person you are naming as the beneficiary of the account. If you have multiple beneficiaries, you must open a separate account for each beneficiary.

5. When selecting your contribution amount and method, keep in mind the monthly investment that you selected to meet your goal. With a minimum contribution of $50 per month, you can begin saving money for your child.

6. once you complete the application, print and sign two copies of your enrollment confirmation and other documentation. Keep one for your records and return the other to the address indicated on the website. You will receive an e-mail confirmation when your CollegeBoundfund account has been established.

For questions about the Corporate CollegeBoundfund program, contact a client service representative at 800.227.2900.

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

CollegeBoundfund’s Investment Options At-a-GlanceIntroducing new offerings and enhancements as of September 16, 2011, and providing an up-to-date summary of

CollegeBoundfund’s investment options. Investors have more reasons than ever to choose CollegeBoundfund.

Addition of a Volatility Management Component

�� As of September 16, 2011 we’ve added a volatility management component to the Balanced and Conservative Risk-Based Portfolios and our Age-Based Portfolios. This is designed to reduce the overall portfolio volatility and equity exposure, particularly in extreme market environments.

Introducing Age-Based Conservative Growth Portfolio

�� We’ve also added a new Age-Based Conservative Growth Portfolio for investors who seek a lower level of risk and are comfortable with lower return potential, especially in the years just before and during college.

Learn more about these enhancements and our existing offerings…

We offer three different risk-based strategies: Conservative, Balanced and Appreciation

Fixed Allocation Portfolios offered in CollegeBoundfund represent different blends of stocks and bonds. Unlike the Age-Based Portfolios, the asset allocation doesn’t change over time, so you can choose the Portfolio with the risk/return balance that’s right for you.

Conservative Portfolio

28%15%

13.25%

13.25%

3.5%1%

2%

1%

18.5%

4.5%

Short-Duration BondsInflation-Protected SecuritiesIntermediate BondsHigh-Yield BondsVolatility Management

Cash

Multi-Asset Real ReturnInt’l Stocks (50% Value/50% Growth)US SMID Cap (50% Value/50% Growth)US Large Cap (50% Value/50% Growth)

Balanced Portfolio

15% 18%

15%

20%3%

4%

5%

10%

10%

Short-Duration BondsInflation-Protected SecuritiesIntermediate BondsHigh-Yield BondsVolatility ManagementMulti-Asset Real ReturnInt’l Stocks (50% Value/50% Growth)US SMID Cap (50% Value/50% Growth)US Large Cap (50% Value/50% Growth)

Appreciation Portfolio

10%

41%

13%

36%

Multi-Asset Real ReturnInt’l Stocks (50% Value/50% Growth)US SMID Cap (50% Value/50% Growth)US Large Cap (50% Value/50% Growth)

We offer three different age-based strategies: Conservative Growth, Moderate Growth and Aggressive Growth.

With Age-Based Education Strategies, you select the portfolio that fits your child’s age and the investments in the portfolios will change over time as your child grows and nears college

age. For younger children, the portfolio invests more heavily in stocks. As your child nears college age, the allocation gradually becomes more conservative, investing in more stable instruments in preparation for distributions to pay for college costs.

Enhancements to CollegeBoundfund Age-Based Portfolios

25

50

75

100

25

50

75

100

25

50

75

100

New—Age-Based Conservative Growth For investors who seek a lower level of risk and are comfortable with lower return potential, especially in the years just before and during college years.

College4 7 10 13 16Newborn

Short-Duration BondsInflation-Protected SecuritiesIntermediate BondsHigh-Yield BondsVolatility Management

Cash

Multi-Asset Real ReturnInt’l Stocks (50% Value/50% Growth)US SMID Cap (50% Value/50% Growth)US Large Cap (50% Value/50% Growth)

Child’s Age Now

Age-Based Moderate Growth1 For investors who seek a balance of return potential and risk management.

College4 7 10 13 16Newborn

Short-Duration BondsInflation-Protected SecuritiesIntermediate BondsHigh-Yield BondsVolatility Management

Cash

Multi-Asset Real ReturnInt’l Stocks (50% Value/50% Growth)US SMID Cap (50% Value/50% Growth)US Large Cap (50% Value/50% Growth)

Child’s Age Now

Age-Based Aggressive Growth2 For investors who seek a higher return over time and who have a higher risk tolerance.

College4 7 10 13 16Newborn

Short-Duration BondsInflation-Protected SecuritiesIntermediate BondsHigh-Yield BondsVolatility Management

Cash

Multi-Asset Real ReturnInt’l Stocks (50% Value/50% Growth)US SMID Cap (50% Value/50% Growth)US Large Cap (50% Value/50% Growth)

Child’s Age Now

1 Prior to September 16, 2011, the Portfolio was named the Age-Based Portfolio. 2 Prior to September 16, 2011, the Portfolio was named the Age-Based Aggressive Portfolio.

1345 Avenue of the AmericasNew York, NY 10105

1.800.227.4618

www.alliancebernstein.com

11-2402

529–6681–0911

A Word About Risk—Market Risk: The market values of the portfolio’s holdings rise and fall from day to day, so investments may lose value. Foreign (Non-US) Risk: Investing in non-US securities may be more volatile because of political, regulatory, market and economic uncertainties associated with such securities. These risks are magnified in securities of emerging or developing markets. Interest Rate Risk: As interest rates rise, bond prices fall and vice versa—long-term securities tend to rise and fall more than short-term securities. Capitalization Size Risk (Small/Mid): Small- and mid-cap stocks are often more volatile than large-cap stocks—smaller companies generally face higher risks due to their limited product lines, markets and financial resources. Currency Risk: If a non-US security’s trading currency weakens versus the US dollar, its value may be negatively affected when translated back into US dollar terms. Derivatives Risk: Investing in derivative instruments such as options, futures, forwards or swaps can be riskier than traditional investments and may be more volatile, especially in a down market.

Investors should consider the investment objectives, risks, charges and expenses of CollegeBoundfund carefully before investing. For a copy of the Program Description, which contains this and other information, visit our website at www.collegeboundfund.com, or call your financial representative or AllianceBernstein Investments at 888.324.5057. Please read the Program Description carefully before investing.

If you are not a Rhode Island resident or if they have taxable income in another state, please note that depending on the laws of their own or their beneficiary’s home state, favorable state tax treatment or other benefits offered by such home state for investing in 529 college savings plans may be available only for investments in the home state’s 529 plan. Any state-based benefit offered with respect to this plan should be one of many appropriately weighted factors to be considered before making an investment decision. Your clients should consult a financial, tax or other advisor to learn more about how state-based benefits (including any limitations) would apply to their specific circumstances. They may also wish to contact their home state or another state’s 529 plan to learn more about its features, benefits and limitations before investing. Statements in this material concerning taxation are not offered as individual tax advice. The investments in CollegeBoundfund are not guaranteed by the State of Rhode Island, the Rhode Island Higher Education Assistance Authority (established and implemented CollegeBoundfund and makes rules and regulations governing the program), the Rhode Island State Investment Commission (oversees the investments of the assets of CollegeBoundfund), the Federal Deposit Insurance Corporation (FDIC), or any instrumentality thereof. CollegeBoundfund is managed by AllianceBernstein L.P. and distributed by AllianceBernstein Investments, Inc., member FINRA.AllianceBernstein® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

© 2011 AllianceBernstein L.P.

Principal-Protection Income Portfolio

The Principal-Protection Income Portfolio does not guarantee any particular rate of return. The Portfolio seeks to minimize fluctuations in the value of its investments by entering into contracts, known as wrapper agreements, with financial institutions such as banks and insurance companies. However, these wrapper agreements are subject to certain risks and do not guarantee any participant’s investment in the Portfolio.

Although the Portfolio seeks to preserve the value of your investment, it is possible, under certain circumstances, to lose money by investing in this Portfolio. While approximately 90% of the Portfolio’s assets are invested in “wrapped” fixed-income securities, approximately 10% will be invested in money market securities, whose value is not protected by the insurance wrapper. Please see the Program Description for more information.

Individual Fund PortfolioYou can choose the Principal-Protection Income Portfolio, a stable value option.