-----------------------------
OMB APPROVAL
OMB Number: 3235-0059
Expires: January 31,2008
Estimated average burden
hours per response.......14.
----------------------------- UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]|X|
Filed by a Party other than the Registrant [_]|_|
Check the appropriate box:
[_]|_| Preliminary Proxy Statement
[_]|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X]|X| Definitive Proxy Statement
[_]|_| Definitive Additional Materials
[_]|_| Soliciting Material Pursuant to Section 240.14a-12
AllianceBernstein Cap Fund, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X]|X| No fee required
[_]|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
5) Total fee paid:
- --------------------------------------------------------------------------------
[_]
|_| Fee paid previously with preliminary materials.
[_]|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
- --------------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
3) Filing Party:
- --------------------------------------------------------------------------------
4) Date Filed:
- --------------------------------------------------------------------------------
SK 00250 0451 1126800
[LOGO] ALLIANCEBERNSTEIN (R)
Investment Research and Management
THE ALLIANCEBERNSTEIN FUNDS
1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
September 6, 200521, 2010
Dear Stockholders:
The Boards of Directors/Trustees (the "Directors") of the AllianceBernstein
Funds listed in the accompanying Notice of Joint Annual Meeting of Stockholders
(each, a "Fund" and, collectively, the "Funds") are pleased to invite you to
the Joint Annual Meeting of Stockholders (the "Meeting") to be held on
November 15, 2005.5, 2010. The accompanying Notice of Joint Annual Meeting of
Stockholders and Proxy Statement present several Proposalsproposals to be considered at
the Meeting.
At the Meeting, stockholders or shareholders (the "stockholders") of each Fund
will be asked to elect Directors of that Fund. WeThe stockholders of certain
Funds are also asking that youbeing asked to approve Proposals,one or more proposals specific to these
Funds, as explained in the attached Proxy Statement, that are
intendedStatement. These proposals include
amendments to updatethe investment advisory agreements of certain Funds, updating and
standardizestandardizing the governing documents andof certain Funds, amending fundamental
investmentcommodities policies of some or allcertain Funds, and reclassifying the investment
objectives of thecertain Funds as applicable. Generally,
fundamental policies are policies that under federal law can only be changed by
a stockholder vote.non-fundamental. We believe that uniform Fund governing documents and fundamental policiesthese
amendments will result in substantial benefits forbenefit each Fund and its stockholders. Many of
the Funds were organized before the early 1990's. The governing documents and
fundamental policies of many of these Funds impose restrictions that can be
traced back to requirements that are no longer applicable. These restrictions
can limit a Fund's flexibility to act efficiently.
Although not required, many of the Funds have investment objectives that are
fundamental. We are asking that you approve making these investment objectives
"non-fundamental". For some of the Funds, we are also asking that you approve
changes to a Fund's investment objective. As a non-fundamental policy, the
Fund's investment objective can be changed with approval of the Board in the
future without the need for the delay or expense of a stockholder vote.
The Directors have concluded that the Proposalsproposals are in the best interests of
each Fund and unanimously recommend that you vote "FOR" each of the Proposalsproposals
that apply to the Fund or Funds in which you hold shares.
We welcome your attendance at the Meeting. If you are unable to attend, we
encourage you to vote promptly by proxy. Computershare Fund Services,Broadridge Financial Solutions, Inc.
("Computershare"Broadridge"), a proxy solicitation firm, has been selected to assist
stockholders in the proxy solicitation process. If we have not received your
proxy as the date of the Meeting approaches, you may receive a telephone call
from ComputershareBroadridge reminding you to vote by proxy.authorize the proxy holders to cast your
votes. No matter how many shares you own, your vote is important.
Sincerely,
Marc O. MayerRobert M. Keith
President
QUESTIONS AND ANSWERS
THE ALLIANCEBERNSTEIN FUNDS
PROXY
Q. WHY DID YOU SEND ME THIS BOOKLET?
A. This booklet contains the Notice of Joint Annual Meeting of Stockholders
(the "Notice") and Proxy Statement that provides you with information you
should review before voting on the Proposalsproposals that will be presented at the
Annual Meeting of Stockholders (the "Meeting") for the AllianceBernstein
Funds listed in the accompanying Noticenotice (each, a "Fund" and, collectively,
the "Funds"). You are receiving these proxy materials because you either own
shares of a Fund's stock or shares of beneficial interest in a Fund (we
refer to both as "shares" and to the holders of shares as "stockholders").
As a stockholder, you have the right to vote for the election of Directors
or Trustees of a Fund and on the various proposals concerning your
investment in a Fund.
Q. WHO IS ASKING FOR MY VOTE?
A. The Board of Directors/Trustees of a Fund (each, a "Board" and, collectively
the "Boards") is asking you to vote at the Meeting. In this Proxy Statement,
we will refer to both Directors and Trustees, individually, as a "Director"
or, collectively, as the "Directors." Those ProposalsDetails regarding the proposals are
further explained in the Proxy Statement. A summary of the proposals is as
follows:
The first Proposalproposal is to elect Directors for each Fund. TheAll Fund
stockholders of
each Fund will be asked to elect Directors of that Fund.vote on this proposal.
We are also asking for your approval of several other Proposals.proposals. As more
fully explained in the Proxy Statement, not all of these Proposalsproposals apply to
each Fund. These Proposalsproposals include the approval of:
. the amendment and restatementAmendment of the charterinvestment advisory agreements for certain of each Fundthe Funds;
. Amendment of the Declarations of Trust for certain of the Funds that is aare
organized as Massachusetts Business Trusts;
. Amendment and Restatement of the Charters for certain of the Funds that
are organized as Maryland corporation;corporations;
. amendment, elimination or reclassificationAmendment of the fundamental policies regarding commodities of certain Funds' fundamental
investment restrictions;of
the Funds; and
. reclassificationReclassification of certain of the Funds' fundamental investment
objectives as non-fundamental and, in some cases, a change in a Fund's investment
objective.non-fundamental.
Q. HOW DOESDO THE BOARDBOARDS RECOMMEND I VOTE?
A. The Board recommendsBoards recommend that you vote "FOR"FOR each of the nominees and FOR all
Proposals.proposals.
Q. WHO IS ELIGIBLE TO VOTE?
A. Stockholders of record at the close of business on August 24, 2005September 9, 2010 (the
"Record Date") are entitled to vote at the Meeting or any adjournment or
postponement of the Meeting. You will be entitled to vote only on those
proposals that apply to the Fund of which you were a stockholder on the
Record Date. If you owned shares on the Record Date, you have the right to
vote even if you later redeemed the shares.
Q. WHAT ROLE DOES A BOARDDO THE BOARDS PLAY?
A. A Board overseesThe business and affairs of each Fund are managed under the managementdirection of
a Fund.that Fund's Board. Each of the Directors has an obligation to act in what he
or she believes to be the best interests of a Fund, including approving and
recommending charter and policy changes such
as those proposedthe proposals in the Proxy Statement. The background of each
nominee for Director is described in the Proxy Statement.
Q. WHY ARE THE DIRECTORSBOARDS PROPOSING TO AMEND THE INVESTMENT ADVISORY AGREEMENTS OF
CERTAIN FUNDS?
A. The first proposed amendment relates to the calculation of the investment
advisory fees for certain Funds. The standard investment advisory agreements
between the Funds' adviser, AllianceBernstein L.P. (the "Adviser") and most
of the Funds provide that the advisory fee rate is calculated as a
percentage of average daily net assets. Certain of the Funds' agreements
vary from this standard and provide that the fee rate is calculated as a
percentage of net assets at the end of the preceding calendar quarter. We
are proposing to amend the agreements that vary from the standard so that
the agreements provide that the advisory fee rate will be calculated as a
percentage of average daily net assets. This amendment would eliminate
disparities between the contractual fee rate and the effective fee rate that
result from the calculation of the fee rate as of the end of each preceding
calendar quarter.
The second proposed amendment relates to the reimbursement to the Adviser of
its costs of providing certain administrative services to a Fund at the
request of the Fund. The standard investment advisory agreements for the
Funds provide for the reimbursement to the Adviser of these costs. One
Fund's agreement does not include this provision. We are proposing to amend
the agreement that varies from the standard agreements to provide for the
reimbursement to the Adviser of these costs.
Q. WHY ARE THE BOARDS PROPOSING THE AMENDMENT OF THE DECLARATIONS OF TRUST OF
CERTAIN FUNDS THAT ARE ORGANIZED AS MASSACHUSETTS BUSINESS TRUSTS?
A. Several of the Funds are organized under Massachusetts law as Massachusetts
Business Trusts. Currently, the declarations of trust of certain of these
Funds require a stockholder vote to amend the declarations, except in
certain limited situations. We are proposing to amend the declarations to
provide the Directors with broad authority to amend the declarations without
a vote of stockholders. By allowing future amendments of a declaration
without stockholder approval, this proposal removes limits on the Directors'
authority to take actions that would
benefit the Funds. In connection with this proposal, the Directors approved
certain amendments to the declarations to take effect if stockholders
approve the proposal. These amendments would eliminate stockholder votes on
reorganization or merger, termination of a trust, and liquidation of a class
or series, as applicable. These amendments are intended to enable the
Directors to take actions that would be in the best interests of the Funds
without the cost and delay of obtaining a stockholder vote. The Directors
also approved certain other amendments to the declarations, as described in
the Proxy Statement to improve the efficient management of the Funds.
Q. WHY ARE THE BOARDS PROPOSING THE AMENDMENT AND RESTATEMENT OF THE CHARTER OF
EACH FUNDCERTAIN OF THE FUNDS THAT ISARE ORGANIZED AS A MARYLAND CORPORATION?CORPORATIONS?
A. Most of the Funds are organized under Maryland law. We are proposing the
amendment and restatement of the chartercharters of each Fundcertain Funds that is aare Maryland
corporationcorporations for your approval in order to modernize and standardize these
documents and to facilitate more efficient management of the Funds by giving
them greater flexibility as permitted under Maryland law.
Q. WHY ARE THE DIRECTORSBOARDS PROPOSING TO AMEND ELIMINATE OR RECLASSIFY CERTAIN OF THE FUNDS' FUNDAMENTAL
INVESTMENT RESTRICTIONS?POLICIES REGARDING COMMODITIES?
A. Certain policies are required by the federal law applicable to mutual funds
to be fundamental, meaning they cannot be changed without a stockholder
vote. We are proposing to standardize these requiredamend the Funds' fundamental policies soregarding
commodities and adopt a more flexible policy that will reference applicable
law. The proposed amendment is intended to clarify that the Funds will have uniform policies. Manymay
continue to be able to engage in current investment practices as approved by
the Directors, regardless of the Funds adopted other
policies as fundamental when it was not necessary to do so. We are proposing
to eliminate many of these policies because they are no longer required due
to changes in applicable law, and can now be eliminated. As explained in the
Proxy Statement, certainincluding changes as
a result of these fundamental policiesrecent financial reform legislation. The revised policy will be reclassified
and retained as non-fundamental policies, if stockholders approve making
them non-fundamental.
These Proposals would update the Funds' fundamental investment policies and
standardize them across the Funds. The Funds would continue to be managed in
accordance with the investment policies described in their prospectuses (as
such prospectuses are updated from time to time). We do not expect that the
revised policies would significantly
change the way the Funds are managed.
Q. WHY ARE THE DIRECTORSBOARDS PROPOSING THAT YOU APPROVE RECLASSIFYINGTO RECLASSIFY CERTAIN OF THE FUNDS' FUNDAMENTAL
INVESTMENT OBJECTIVES AND, IN SOME CASES, MODIFYING THEM?OBJECTIVES?
A. A Fund's investment objective generally is not required to be fundamental.
Consequently, a Fund is not usually required to have a stockholder vote to
change its objectivefundamental under
applicable laws.law. We propose the reclassification of thecertain Funds'
fundamental investment objectives as non-fundamental, similar to most of the
other Funds, to provide the Fundseach Fund with the flexibility to respond to market
changes by changing its investment objective without incurring the expense
and delay of seeking a stockholder vote. The reclassification would permit a
Fund to revise its investment objective in the event that the Board determines
that such a change would be in consultation with the Funds' investment adviser,
Alliance Capital Management L.P. ("Alliance") believes it is necessary or
appropriate to emphasize different strategies or portfolio allocationsbest interests of the Fund in light of
then prevailingthe facts and circumstances, including market conditions or trends. The proposed changes
to certain of the Funds' investment objectives are intended to simplify and
clarify the Funds' investment objectives and to make them consistent among
similar groups of Funds, such as the fixed-income AllianceBernstein Funds,
or across all the Funds. In the case of Americas Government Income and
Quality Bond, the proposed changes in investment objective would be
accompanied by changes to the Fund's investment strategies as discussed in
detail in the attached Proxy Statement. Any
subsequent change in a Fund's investment objective would be subject to prior
approval by the Board of that Fund. Stockholders will be given at least 60
days notice prior to the implementation of a material change in an
investment objective.
Q. WHY ARE THERE SO MANY PROPOSALS FOR MULTIPLE FUNDS IN ONE PROXY STATEMENT?
A. The Funds are intended to offer a broad range of investment opportunities to
investors and the Funds have over 53 million stockholders. We have included
all of our Proposalsproposals in one Proxy Statement to reduce costs. More tailored
Proxy Statements would increase printing and mailing costs significantly.costs. We recognize
that the Proxy Statement is lengthy and have endeavored to make it as simple
and understandable as possible. One way to approach it is for you to
identify your Fund below and, when reviewing Part I and Part II of the Proxy
Statement, only read the Proposalsproposals applicable to your Fund. Another way is
for you to use the Proxy Card, which is included in the materials being sent
to you, to identify the Proposalsproposals applicable to your Fund and only read
those parts of the Proxy Statement.
Q. HOW CAN I VOTEAUTHORIZE PROXIES TO CAST MY SHARES?VOTE?
A. Please follow the instructions included on the enclosed Proxy Card.
Q. WHAT IF I WANT TO REVOKE MY PROXY?
A. You can revoke your proxy at any time prior to its exercise (i) by (i) giving
written notice to the Secretary of a Fund at 1345 Avenue of the Americas,
New York, New York 10105, (ii) by authorizing a later-dated proxy (either by
signing and submitting another proxy of a
later date,card or by calling (866) 451-3783) or
(iii) by personally voting at the Meeting.
Q. WHAT NUMBERWHOM DO I CALL IF I HAVE QUESTIONS REGARDING THE PROXY?
A. Please call (866) 360-2513451-3783 if you have questions.
[LOGO] ALLIANCEBERNSTEIN (R)
Investment Research and Management
THE ALLIANCEBERNSTEIN FUNDS
- --------------------------------------------------------------------------------
1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
- --------------------------------------------------------------------------------
NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS
SCHEDULED FOR NOVEMBER 15, 20055, 2010
To the Stockholders of the AllianceBernstein Funds:
Notice is hereby given that a Joint Annual Meeting of Stockholders (the
"Meeting") of the AllianceBernstein Funds listed on the reverse side of this
notice (each,(individually, a "Fund", and, collectively, the "Funds"), will be held
at the offices of the Funds, 1345 Avenue of the Americas, 39th41st Floor, New York,
New York 10105, on November 15, 2005,5, 2010, at 3:00 p.m., Eastern Time, to consider
and vote on the following Proposals,proposals, all of which are more fully described in
the accompanying Proxy Statement dated September 6, 2005:21, 2010:
1. The election of Directors or Trustees (both referred to herein as
"Directors") for a Fund, each such Director to serve for a term of
indefinite duration and until his or her successor is duly elected and
qualifies;qualifies.
2. The amendment of the Investment Advisory Agreements for certain of the
Funds.
3. The amendment of the Declarations of Trusts for certain of the Funds
that are organized as Massachusetts Business Trusts.
4. The amendment and restatement of the chartercharters for certain of each Fundthe Funds
that isare organized as a Maryland corporation,corporations, which will repeal in their
entirety all of the currently existing charter provisions and substitute
in lieu thereof the new provisions set forth in the Form of Articles of
Amendment and Restatement attached to the accompanying Proxy Statementstatement
as Appendix D;
3.C.
5. The amendment elimination, or reclassification as non-fundamental of certain of the Funds' fundamental investment restrictions;
4.policies regarding
commodities.
6. The reclassification of certain of the Funds' fundamental investment
objectives as non-fundamental and, for certain of the Funds, a change in
the investment objective; and
5.non-fundamental.
7. To transact such other business as may properly come before the Meeting
and any adjournments or postponements thereof.
Any stockholder of record of a Fund at the close of business on August 24,
2005 (the "Record Date")September 9,
2010 is entitled to notice of, and to vote at, the Meeting or any postponement
or adjournment thereof. Proxies areThe enclosed proxy is being solicited on behalf of the
Board of each Fund. Each stockholder who does not expect to
attend the Meeting in person is requested to complete, date, sign and promptly
return the enclosed Proxy Card, or to submit voting instructions by telephone
at (866) 360-2513 or via the Internet as described on the enclosed Proxy Card.
The Board of Directors of each Fund recommends a vote "FOR" each Proposal.Fund.
By Order of the Boards of Directors,
Mark R. ManleyEmilie D. Wrapp
Secretary
New York, New York
September 6, 200521, 2010
- --------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT
Please indicate your voting instructions on the enclosed Proxy Card, sign and
date it, and return it in the envelope provided, which needs no postage if
mailed in the United States. You may also, by telephone or through the
Internet, authorize a proxyproxies to votecast your shares.vote. To do so, please follow the
instructions on the enclosed Proxy Card. Your vote is very important no matter
how many shares you own. Please complete, date, signmark and returnmail your Proxy Cardproxy promptly in order to
save the Funds any additional cost of further proxy solicitation and in order
for the Meeting to be held as scheduled.
- --------------------------------------------------------------------------------
(R)This is a markAllianceBernstein(R) and the AB Logo are registered trademarks and service
marks used under license fromby permission of the owner, Alliance Capital ManagementAllianceBernstein L.P.
AllianceBernstein Americas AllianceBernstein Large Cap Growth
Government Income Trust, Inc. Fund, Inc. ("Large Cap Growth"
AllianceBernstein Balanced Shares, Inc. ("ABS") AllianceBernstein Growth and Income Fund,
Inc. ("AGIF")
AllianceBernstein Blended Style Series, Inc.
("ABSS") AllianceBernstein High Income Fund, Inc.
- -U.S. Large Cap Portfolio ("AHIF")
- -AllianceBernstein 2000 Retirement Strategy
- -AllianceBernstein 2005 Retirement Strategy AllianceBernstein International Growth Fund,
- -AllianceBernstein 2010 Retirement Strategy Inc. ("AIGF")
- -AllianceBernstein 2015 Retirement Strategy
- -AllianceBernstein 2020 Retirement Strategy AllianceBernstein Large Cap Growth Fund, Inc.
- -AllianceBernstein 2025 Retirement Strategy ("ALCGF")
- -AllianceBernstein 2030 Retirement Strategy
- -AllianceBernstein 2035 Retirement Strategy AllianceBernstein Municipal Income Fund, Inc.
- -AllianceBernstein 2040 Retirement Strategy ("AMIF")
- -AllianceBernstein 2045 Retirement Strategy -California Portfolio
- -AllianceBernstein 2050 Retirement Strategy -AllianceBernstein High Income Municipal
- -AllianceBernstein 2055 Retirement Strategy Portfolio
-National Portfolio
AllianceBernstein Bond Fund, Inc. ("ABF") -New York Portfolio
- -AllianceBernstein Intermediate Bond Portfolio
- -AllianceBernstein Bond Inflation Strategy AllianceBernstein Municipal Income Fund II
- -AllianceBernstein Multi-Asset Inflation Strategy ("AMIF II")
- -AllianceBernstein Municipal Bond Inflation -Arizona Portfolio
Strategy -Massachusetts Portfolio
-Michigan Portfolio
AllianceBernstein Cap Fund, Inc. ("ACF") -Minnesota Portfolio
- -AllianceBernstein Small Cap Growth Portfolio -New Jersey Portfolio
- -AllianceBernstein U.S. Strategic Research -Ohio Portfolio
Portfolio -Pennsylvania Portfolio
- -AllianceBernstein Market Neutral Strategy - -Virginia Portfolio
U.S.
- -AllianceBernstein Market Neutral Strategy - AllianceBernstein Small/Mid Cap Growth
Global Fund, Inc. ("ASMCGF")
AllianceBernstein Core Opportunities Fund, Inc. AllianceBernstein Trust ("ABT")
("ACOF") -AllianceBernstein Value Fund
-AllianceBernstein Small/Mid Cap Value Fund
AllianceBernstein Corporate Shares ("ACS") -AllianceBernstein International Value Fund
- -AllianceBernstein Corporate Income Shares -AllianceBernstein Global Value Fund
- -AllianceBernstein Municipal Income Shares
- -AllianceBernstein Taxable Multi-Sector Income The AllianceBernstein Portfolios ("TAP")
Shares -AllianceBernstein Growth Fund
-AllianceBernstein Conservative Wealth
AllianceBernstein Diversified Yield Fund, Inc. Strategy
("ADYF") -AllianceBernstein Tax-Managed Conservative
Wealth Strategy
AllianceBernstein Equity Income Fund, Inc. -AllianceBernstein Balanced Wealth Strategy
("AEIF") -AllianceBernstein Tax-Managed Balanced
Wealth Strategy
AllianceBernstein Exchange Reserves ("AEXR") -AllianceBernstein Wealth Appreciation
Strategy
AllianceBernstein Fixed-Income Shares, Inc. -AllianceBernstein Tax-Managed Wealth
("AFIS") Appreciation Strategy
- -Government STIF Portfolio
AllianceBernstein Global Bond Fund, Inc.
("AGBF")
AllianceBernstein Global Growth Fund, Inc.
("AGGF")
AllianceBernstein Global Real Estate Investment
Fund, Inc. ("AGREIF")
AllianceBernstein Global Thematic Growth Fund,
Inc. ("AGTGF")
AllianceBernstein Greater China '97 Fund, Inc.
("AGCF")
("Americas Government Income")
AllianceBernstein Mid-Cap Growth
AllianceBernstein Balanced Shares, Fund, Inc. ("Mid-Cap Growth")
Inc. ("Balanced Shares")
AllianceBernstein Multi-Market
AllianceBernstein Blended Style Strategy Trust, Inc.
Series, Inc. ("ABSS") ("Multi-Market Strategy")
- U.S. Large Cap Portfolio ("U.S.
Large Cap") AllianceBernstein Municipal Income
Fund, Inc. ("AMIF")
AllianceBernstein Bond Fund, Inc. - California Portfolio
("ABF") - Insured California Portfolio
- AllianceBernstein Corporate - Insured National Portfolio
Bond Portfolio ("Corporate - National Portfolio
Bond") - New York Portfolio
- AllianceBernstein Quality Bond
Portfolio ("Quality Bond") AllianceBernstein Municipal Income
- AllianceBernstein U.S. Fund II ("AMIF II")
Government Portfolio ("U.S. - Arizona Portfolio
Government") - Florida Portfolio
- Massachusetts Portfolio
AllianceBernstein Cap Fund, Inc. - Michigan Portfolio
("ACF") - Minnesota Portfolio
- AllianceBernstein Small Cap - New Jersey Portfolio
Growth Portfolio ("Small Cap - Ohio Portfolio
Growth") - Pennsylvania Portfolio
- Virginia Portfolio
AllianceBernstein Emerging Market
Debt Fund, Inc. ("Emerging Market") The AllianceBernstein Portfolios
("TAP")
AllianceBernstein Exchange - AllianceBernstein Growth Fund
Reserves ("Exchange Reserves") ("Growth")
- AllianceBernstein Wealth
AllianceBernstein Focused Growth & Preservation Strategy ("Wealth
Income Fund, Inc. ("Focused Growth Preservation")
& Income") - AllianceBernstein Tax-Managed
Wealth Preser- vation Strategy
AllianceBernstein Global Health ("Tax-Managed Wealth
Care Fund, Inc. ("Global Health Preservation")
Care") - AllianceBernstein Balanced
Wealth Strategy ("Balanced
AllianceBernstein Global Research Wealth")
Growth Fund, Inc. ("Global - AllianceBernstein Tax-Managed
Research Growth") Balanced Wealth Strategy
("Tax-Managed Balanced Wealth")
AllianceBernstein Global Strategic - AllianceBernstein Wealth
Income Trust, Inc. ("Global Appreciation Strategy ("Wealth
Strategic Income") Appreciation")
- AllianceBernstein Tax-Managed
AllianceBernstein Global Wealth Apprecia- tion Strategy
Technology Fund, Inc. ("Global ("Tax-Managed Wealth
Technology") Appreciation")
AllianceBernstein Greater China AllianceBernstein Real Estate
'97 Fund, Inc. ("Greater China") Investment Fund, Inc. ("Real
Estate")
AllianceBernstein Growth and
Income Fund, Inc. ("Growth & AllianceBernstein Trust ("ABT")
Income") - AllianceBernstein Value Fund
("Value")
AllianceBernstein High Yield Fund, - AllianceBernstein Small/Mid Cap
Inc. ("High Yield") Value Fund ("Small/Mid Cap
Value")
AllianceBernstein Institutional - AllianceBernstein International
Funds, Inc. ("AIF") Value Fund ("International
- AllianceBernstein Premier Value")
Growth Institutional Fund - AllianceBernstein Global Value
("Premier Growth") Fund ("Global Value")
- AllianceBernstein Real Estate
Investment Institu- tional Fund AllianceBernstein Utility Income
("Real Estate Institutional") Fund, Inc. ("Utility Income")
AllianceBernstein International
Growth Fund, Inc. ("International
Growth")
AllianceBernstein International
Research Growth Fund, Inc.
("International Research Growth")
(the "AllianceBernstein Funds")
TABLE OF CONTENTS
PagePAGE
----
IntroductionIntroduction............................................................. 1
Proposal One --One: Election of Directors 6Directors...................................... 3
Proposal Two --Two: Amendments to Investment Advisory Agreements for
Certain Funds............................................................ 14
Proposal Three: Amendments to Declarations of Trust for Certain Funds
Organized as Massachusetts Business Trusts............................... 18
Proposal Four: Amendment and Restatement of the Charter of Each FundCharters for Certain
Funds Organized as a
Maryland Corporation 16Corporations................................. 20
Proposal Three -- Amendment, Elimination or Reclassification as Non-fundamental of Certain of
the Funds'Five: Changes to Fundamental Investment Restrictions 25Policies Regarding
Commodities.............................................................. 28
Proposal Four --Six: Reclassification of Certain of the Funds' Fundamental Investment Objectives and
forof
Certain Funds a Change in Investment Objective 42Funds............................................................ 29
Independent Registered Public Accounting Firms 49Firms........................... 29
Proxy Voting and Stockholder Meetings 58Meetings.................................... 36
Officers of the Funds 59
Stock Ownership 60Funds.................................................... 38
Information as to the Investment Adviser, Administrator, and Distributor
of the Funds 60Funds............................................................. 39
Other Matters............................................................ 39
Stock Ownership.......................................................... 40
Submission of Proposals for Next Meeting of Stockholders 60
Other Matters 60Stockholders................. 40
Reports to Stockholders 61Stockholders.................................................. 40
Appendix A --A: Outstanding Voting SharesShares.................................... A-1
Appendix B --B: Additional Information Regarding DirectorsDirectors................... B-1
Appendix C -- Governance and Nominating Committee CharterC: Copy of Model Charter........................................ C-1
Appendix D -- Form of Articles of Amendment and RestatementD: Stock Ownership.............................................. D-1
Appendix E -- Stock OwnershipE: Letter from Independent Registered Public Accounting
Firm..................................................................... E-1
PROXY STATEMENT
THE ALLIANCEBERNSTEIN FUNDS
1345 Avenue of the Americas
New York, New York 10105
-----------------
JOINT ANNUAL MEETING OF STOCKHOLDERS
November 15, 20055, 2010
-----------------
INTRODUCTION
This is a combined Proxy Statement for the AllianceBernstein Funds listed in
the accompanying Notice of Joint Annual Meeting of Stockholders (each a "Fund",
and collectively, the "Funds"). The Boards of Directors/Trustees of the Funds (each a
"Board" and collectively, the "Boards") are soliciting proxies for a Joint
Annual Meeting of Stockholders of each Fund (the "Meeting") to consider and
vote on Proposalsproposals that are being recommended by the Boards of their Funds. We
refer to Directors or Trustees as, individually, a "Director" andor collectively,
the "Directors" for the purposes of this Proxy Statement.
The Boards are sending you this Proxy Statement to ask for your vote on several
Proposalsproposals affecting your Fund. The Funds will hold the Meeting at the offices
of the Funds, 1345 Avenue of the Americas, 39th41st Floor, New York, New York
10105, on November 15, 20055, 2010 at 3:00 p.m., Eastern Time. The solicitation will be
made primarily by mail and may also be made by telephone.telephone or through the
Internet. The solicitation cost will be borne by the Funds. Alliance Capital ManagementAllianceBernstein
L.P. is the investment adviser to the Funds ("Alliance"(the "Adviser"). The Notice of
Joint Annual Meeting of Stockholders, Proxy Statement, and Proxy Card are being
mailed to stockholders on or about September 6, 2005.21, 2010.
Any stockholder who owned shares of a Fund at the close of business on
August 24, 2005September 9, 2010 (the "Record Date") is entitled to notice of, and to vote at,
the Meeting and any postponement or adjournment thereof. Each share is entitled
to one vote.
Important Notice Regarding Availability of Proxy Materials for the
Stockholders' Meeting to be Held on Friday, November 5, 2010. This Proxy
Statement is available on the Internet at
www.alliancebernstein.com/abfundsproxy.
We have divided the Proxy Statement into five main parts:
Part I - Overview of the Boards' Proposals.proposals.
Part II - Discussion of each Proposalproposal and an explanation of why we are
requesting that you approve each Proposal.proposal.
Part III - Information about the Funds' independent registered public accounting
firms.
Part IV - Additional information on proxy voting and stockholder meetings.
Part V - Other information about the Funds.
Part I - OverviewI--Overview of Proposals
As a stockholder of one or more of the Funds, you are being asked to consider
and vote on a number of Proposals. While the following list is long,
notproposals. Not all of the Proposalsproposals apply to each Fund. Many of the Proposals relate to
conforming changes that will result in standardized policies across the Funds.
Please note that the stockholders of Premier Growth are being asked to vote
only on the election of Directors and the proposed amendment and restatement of
that Fund's charter. So Proposal 3 and Proposal 4 do not apply to that Fund. In
addition, only the Funds that are organized as Maryland corporations are being
asked to vote on the amendment and restatement of their charters.
Proposal Fund(s) Affected
1.The1. The election of the Directors, each such All Funds
Director to serve a All Funds
term of an indefinite durationdura-
tion and until his or her successor is duly
elected and qualifies.
2.The2. The amendment of the Investment Advisory
Agreements for certain of the Funds.
2.A. Amendments to Investment Advisory ACF--Small Cap Growth
Agreements of Certain Funds to Portfolio,
Conform Fee Measurement Periods. AGTGF
2.B. Amendment to Investment Advisory TAP
Agreement to Permit
Reimbursement to the Adviser of
Certain Administrative Expenses.
3. The amendment of the Declarations of Trusts AEXR, AMIF II, ABT
for certain of the Funds.
4. The amendment and restatement of the charterchar- ABS, ABSS, ACF, ACOF, AEIF,
ters for certain of each Fund Allthe Funds Except:
that isare organized AGREIF, AGTGF, AGCF,
as a Maryland corporation,corporations, which will repeal ABT - All Funds, Exchange Reserves,
in AGIF, AHIF, AIGF, ALCGF
their entirety all of the currently existing charterchar-
ter provisions and AMIF II - All Portfolios, substitute in lieu thereof the
new provisions set forth in the Form and TAP - All Funds of
Articles of Amendment and Restatement
attached to thisthe accompanying Proxy StatementState-
ment as Appendix D.
3.TheC.
5. The amendment elimination, or reclassification as non-
fundamentalof certain of the fundamental investment restrictions
regarding:
3.A. DiversificationFunds' All Funds Except:
Americas Government Income, Emerging
Market, Greater China,
Global Strategic Income,
AMIF - California Portfolio,
AMIF - Insured California Portfolio,
AMIF - New York Portfolio, AMIF II - All
Portfolios, and Multi-Market(except ABF--Multi-
fundamental policies regarding commodities. Asset Inflation Strategy,
3.B. Issuing Senior Securities and Borrowing Money All Funds Except:
International Growth and
International Research Growth
3.C. Underwriting Securities All Funds Except:
Americas Government Income, Emerging
Market, Greater China, Global Health Care,
Global Strategic Income, International
Growth, Multi-Market Strategy,
Balanced Wealth, Wealth Appreciation,
Wealth Preservation, and Tax-Managed
Wealth Appreciation
3.D. Concentration of Investments All Funds Except:
International Growth and International
Research Growth
3.E. Real Estate and Companies that Deal in Real Estate All Funds Except:
International Growth and
International Research Growth
2
Proposal Fund(s) Affected
3.F. Commodity Contracts and Futures Contracts All Funds Except:
International Growth and
International Research Growth
3.G. Loans All Funds
3.H. Joint Securities Trading Accounts Americas Government Income, Corporate
Bond, U.S. Government, Small Cap Growth,
Emerging Market, Greater China, Global
Strategic Income, Real Estate Institutional,
Large Cap Growth, AMIF - California
Portfolio, AMIF - Insured National Portfolio,
AMIF - New York Portfolio, AMIF - National
Portfolio, AMIF II - All Portfolios,
Multi-Market Strategy, Real Estate,
Utility Income, and Growth
3.I. Exercising Control All Funds Except:
U.S. Large Cap, Quality Bond, Global
Research Growth, High Yield, International
Growth, International Research Growth,
Mid-Cap Growth, AMIF - All Portfolios,
AMIF II - All Portfolios,
Growth, Tax-Managed Balanced Wealth,
and Tax-Managed Wealth Preservation
3.J. Other Investment Companies Americas Government Income, Corporate
Bond, U.S. Government, Balanced Shares,
Emerging Market, Exchange Reserves,
Growth & Income, Global Research
Growth, Large Cap Growth, Multi-Market
Strategy, and Utility Income
3.K. Oil, Gas, and Other Types of Mineral Leases Americas Government Income, Corporate
Bond, U.S. Government, Balanced Shares,
Small Cap Growth, Emerging Market,
Growth & Income, Global Strategic Income,
Global Technology, Real Estate
Institutional, Large Cap Growth, Mid-Cap
Growth, Multi-Market Strategy, Real Estate,
and Utility Income
3.L. Purchases of Securities on Margin All Funds Except:
ABT - All Funds, Focused Growth &
Income, Global Health Care, International
Growth, International Research Growth, and
TAP - All Funds
3
Proposal Fund(s) Affected
3.M. Short Sales All Funds Except:
U.S. Large Cap, Focused Growth & Income,
Global Health Care, Global Research
Growth, Global Technology, International
Growth, International Research Growth, and
TAP - All Funds
3.N. Pledging, Hypothecating, Mortgaging, or Otherwise All Funds Except:
Encumbering Assets Quality Bond, U.S. Government, High
Yield, International Growth, International
Research Growth, Utility Income,
Tax-Managed Balanced Wealth,
Tax-Managed Wealth Preservation,
and Growth
3.O. Illiquid and Restricted Securities Corporate Bond, and
Growth & Income
3.P. Warrants Americas Government Income,
U.S. Government, Corporate Bond,
Balance Shares, Small Cap Growth,
Growth & Income, Large Cap Growth,
Mid-Cap Growth, and Multi-Market
Strategy
3.Q. Unseasoned Companies Corporate Bond, Balanced Shares,
Exchange Reserves, Growth & Income,
Large Cap Growth, and Mid-Cap Growth
3.R. Requirement to Invest in Specific Investments Americas Government Income, Balanced
Shares, Global Technology, and Large Cap
Growth
3.S. 65% Investment Limitation Corporate Bond, U.S. Government,
AMIF - Insured California Portfolio,
AMIF - Insured National Portfolio, and
Utility Income
3.T. Securities of Issuers in which Officers or Directors/ Corporate Bond, Balanced Shares,
Partners Have an Interest Small Cap Growth, Exchange Reserves,
Growth & Income, Large Cap Growth, and
Mid-Cap Growth
3.U. Purchasing or Selling Securities Through Interested Mid-Cap Growth
Parties
3.V. Option Transactions Americas Government Income, Small Cap
Growth, Exchange Reserves, Large Cap
Growth, and AMIF II - All Portfolios
3.W. Purchasing Voting or Other Securities Emerging Market, Exchange Reserves,
Mid-Cap Growth, and Utility Income
3.X. Repurchase Agreements AMIF - Insured California Portfolio
4
Proposal Fund(s) Affected
3.Y. Transactions Effected Through Affiliated Broker- Large Cap Growth
Dealer
3.Z. Special Meetings Called by Stockholders Large Cap Growth
3.Z.1 Investment Grade Securities Balanced Shares, and Growth & Income
4.
A.ACF--Market Neutral
Strategy--U.S., ACF--Market
Neutral Strategy--Global)
6. The reclassification of a Fund'scertain of the Funds' ABSS--U.S. Large Cap Portfolio
fundamental investment ABT - All Funds, Global Research Growth,
objectiveobjectives as non-fundamental with no change to investment Global Strategic Income, and Multi-Market
objective; and Strategy
B. The reclassification as non-fundamental with changes to 1. Americas Government Income
specific Funds' investment objectives. 2. Corporate Bond
3. Quality Bond
4. U.S. Government
5. Emerging Market
6. High Yield
7. AMIF - All Portfolios (except
AMIF- Insured California
Portfolio);and
AMIFII - All Portfolios
8. AMIF - Insured California Portfolio
9. Balanced Shares
10.Small Cap Growth
11.Focused Growth & Income
12.Global Health Care
13.Growth & Income
14.Global Technology
15.Real Estate Institutional
RealEstate
16.Large Cap Growth
17.Mid-Cap Growth
18.Utility Income
19.GrowthAGCF
non-fundamental.
5
Part II - DiscussionII--Discussion of Each Proposal
PROPOSAL ONE
ELECTION OF DIRECTORS
At the Meeting, stockholders will vote on the election of Directors of their
Funds. Each Director elected at the Meeting will serve for a term of indefinite
duration and until his or her successor is duly elected and qualifies. The
following individuals have been nominated for election as a Director of all of
the Funds except Greater China.Funds. It is the intention of the persons named as proxies in the
accompanying Proxy Card to nominate and vote in favor of the nominees named below for
election as a Director of all of the Funds except
Greater China.
Ruth Block
David H. DievlerFunds.
Mr. John H. Dobkin
Mr. Michael J. Downey
Mr. William H. Foulk, Jr.
Mr. D. James Guzy
Marc O. MayerMs. Nancy P. Jacklin
Mr. Robert M. Keith
Mr. Garry L. Moody
Mr. Marshall C. Turner, Jr
The following individuals named below are nominees for election as a
Director of Greater China and it is the intention of the persons named as
proxies in the accompanying proxy to nominate and vote in favor of the nominees
named below for election as a Director of Greater China:
David H. Dievler
William H. Foulk, Jr.
Mr. Earl D. Weiner
Each nominee has consented to serve as a Director. The Boards know of no reason
why any of the nominees would be unable to serve, but in the event any nominee
is unable to serve or for good cause will not serve, the proxies received
indicating a vote in favor of such nominee will be voted for a substitute
nominee as the Boards may recommend.
Each of the Funds has a policy
generally requiring that Directors retire at the end of the calendar year in
which they reach the age of 76. The Governance and Nominating Committees and
the Boards of the Funds have waived the application of this retirement policy
as to Mr. Dievler through December 31, 2006.
6
Certain information concerning the Funds' nominees for Director is set forth
below.
Number of
Portfolios in
AllianceBernstein Other
Fund Complex Directorships
Name, Address and Years of Principal Occupation(s) Overseen by Held by
Date of Birth Service* During PastOTHER PUBLIC
NUMBER OF COMPANY
PORTFOLIOS IN DIRECTORSHIPS
ALLIANCEBERNSTEIN HELD BY
PRINCIPAL OCCUPATION(S) FUND COMPLEX DIRECTOR
NAME, ADDRESS* YEARS OF DURING PAST 5 Years Director Director
----------------- --------------------------YEARS OR OVERSEEN BY DURING THE
AND AGE SERVICE** LONGER DIRECTOR PAST 5 YEARS
-------------- ------------ ----------------------- ----------------- -------------
DISINTERESTEDINDEPENDENT
DIRECTORS
Ruth Block,Chairman of the Board
William H. Foulk, ABF: 12 Investment Adviser and an 95 None
Jr., #,* ## ABS: 18 Independent Consultant
78 ABSS: 8 since prior to 2005.
ABT: 9 Previously, he was Senior
ACF: 18 Manager of Barrett
ACOF: 11 Associates, Inc., a
ACS: 4 registered investment
ADYF: 15 adviser. He was formerly
AEIF: 17 Deputy Comptroller and
AEXR: 16 Chief Investment Officer
AFIS: 20 of the State of New York
AGBF: 18 and, prior thereto, Chief
AGCF: 13 Investment Officer of the
AGGF: 8 New York Bank for
AGIF: 18 Savings. He has served as a
AGREIF: 14 director or trustee of
AGTGF: 18 various AllianceBernstein
AHIF: 17 Funds since 1983 and has
AIGF: 16 been Chairman of the
ALCGF: 18 AllianceBernstein Funds
AMIF: 12 and of the Independent
AMIF II: 12 Directors Committee of
ASMCGF: 18 such Funds since 2003.
TAP: 12
John H. Dobkin, # ABF: 12 Independent Consultant 93 None
68 ABS: 18 since prior to 2005.
ABSS: 8 Formerly President of Save
ABT: 9 Venice, Inc. (preservation
ACF: 16 organization) from 2001-
ACOF: 11 2002; Senior Advisor from
ACS: 4 June 1999-June 2000 and
ADYF: 15 President of Historic
AEIF: 17 Hudson Valley (historic
AEXR: 16 preservation) from
AFIS: 17 December 1989-May
AGBF: 18 1999. Previously, Director
AGGF: 8 of the National Academy
AGIF: 18 of Design. He has served
AGREIF: 14 as a director or trustee of
AGTGF: 5 various AllianceBernstein
AHIF: 17 Funds since 1992.
AIGF: 16
ALCGF: 18
AMIF: 12
AMIF II: 12
ASMCGF: 18
TAP: 11
OTHER PUBLIC
NUMBER OF COMPANY
PORTFOLIOS IN DIRECTORSHIPS
ALLIANCEBERNSTEIN HELD BY
PRINCIPAL OCCUPATION(S) FUND COMPLEX DIRECTOR
NAME, ADDRESS* YEARS OF DURING PAST 5 YEARS OR OVERSEEN BY DURING THE
AND AGE SERVICE** Americas GovernmentLONGER DIRECTOR PAST 5 YEARS
-------------- ----------- ----------------------- ----------------- -------------
Michael J. Downey, # ABF: 5 Private Investor since prior 93 Asia Pacific
66 ABS: 5 to 2005. Formerly, Fund, Inc.,
ABSS: 5 managing partner of and The
ABT: 5 Lexington Capital, LLC Merger Fund
ACF: 5 (investment advisory firm) since prior to
ACOF: 5 from December 1997 until 2005, and
ACS: 4 December 2003. From Prospect
ADYF: 5 1987 until 1993, Acquisition
AEIF: 5 Chairman and CEO of Corp.
AEXR: 5 Prudential Mutual Fund (financial
AFIS: 4 Management, director of services) since
AGBF: 5 the Prudential Mutual 2007 until
AGGF: 5 Funds, and member of the 2009
AGIF: 5 Executive 105Committee of
AGREIF: 5 Prudential Securities Inc.
AGTGF: 5 He has served as a director
AHIF: 5 or trustee of the
AIGF: 5 AllianceBernstein Funds
ALCGF: 5 since 2005.
AMIF: 5
AMIF II: 5
ASMCGF: 5
TAP: 5
D. James Guzy, # ABF: 5 Chairman of the Board of 93 Cirrus Logic
74 ABS: 5 PLX Technology (semi- Corporation
ABSS: 5 conductors) and of SRC (semi-
ABT: 5 Computers Inc., with conductors)
ACF: 5 which he has been and PLX
ACOF: 5 associated since prior to Technology,
ACS: 4 2005. He was a Director Inc. (semi-
ADYF: 5 of Intel Corporation conductors)
AEIF: 5 (semi-conductors) from since prior to
AEXR: 5 1969 until 2008, and 2005 and
AFIS: 4 served as Chairman of the Intel
AGBF: 5 Finance Committee of Corporation
AGGF: 5 such company for several (semi-
AGIF: 5 years until May 2008. He conductors)
AGREIF: 5 has served as a director of since prior to
AGTGF: 28 one or more of the 2005 until
AHIF: 5 AllianceBernstein Funds 2008
AIGF: 5 since 1982.
ALCGF: 5
AMIF: 5
AMIF II: 5
ASMCGF: 5
TAP: 5
OTHER PUBLIC
NUMBER OF COMPANY
PORTFOLIOS IN DIRECTORSHIPS
ALLIANCEBERNSTEIN HELD BY
PRINCIPAL OCCUPATION(S) FUND COMPLEX DIRECTOR
NAME, ADDRESS* YEARS OF DURING PAST 5 YEARS OR OVERSEEN BY DURING THE
AND AGE SERVICE** LONGER DIRECTOR PAST 5 YEARS
-------------- ----------- ----------------------- ----------------- -------------
Nancy P. Jacklin, #, ## ABF: 4 Professorial Lecturer at the 93 None
500 SE Mizner Blvd. Income:62 ABS: 4 Johns Hopkins School of
ABSS: 4 Advanced International
ABT: 4 Studies since 19922008.
ACF: 4 Formerly, U.S. Executive
ACOF: 4 Director of the
ACS: 4 International Monetary
ADYF: 4 Fund (December
AEIF: 4 2002-May 2006); Partner,
AEXR: 4 Clifford Chance (1992-
AFIS: 4 2002); Sector Counsel,
AGBF: 4 International Banking and
AGGF: 4 Finance, and Associate
AGIF: 4 General Counsel, Citicorp
AGREIF: 4 (1985-1992); Assistant
AGTGF: 4 General Counsel
AHIF: 4 (International), Federal
AIGF: 4 Reserve Board of
ALCGF: 4 Governors (1982-1985);
AMIF: 4 and Attorney Advisor, U.S.
AMIF II: 4 Department of the
ASMCGF: 4 Treasury (1973-1982).
TAP: 4 Member of the Bar of the
District of Columbia and
of New York; and member
of the Council on Foreign
Relations. She has served
as a director or trustee of
the AllianceBernstein
Funds since 2006.
Garry L. Moody, # ABF: 2 Independent Consultant. 91 None
58 ABS: 2 Formerly, Partner, Deloitte
ABSS: 2 & Touche LLP (1995-
ABT: 2 2008) where he held a
ACF: 2 number of senior positions,
ACOF: 2 including Vice-Chairman,
ADYF: 2 and U.S. and Global
AEIF: 2 Investment Management
AEXR: 2 Practice Managing Partner;
AGBF: 2 President, Fidelity
AGCF: 2 Accounting and Custody
AGGF: 2 Services Company (1993-
AGIF: 2 1995); and Partner, Ernst &
AGREIF: 2 Young LLP (1975-1993),
AGTGF: 2 where he served as the
AHIF: 2 National Director of
AIGF: 2 Mutual Fund Tax Services.
ALCGF: 3 He has served as a director
AMIF: 2 or trustee, and as Chairman
AMIF II: 3 of the Audit Committee,
ASMCGF: 2 of most of the
TAP: 3 AllianceBernstein Funds
since 2008.
OTHER PUBLIC
NUMBER OF COMPANY
PORTFOLIOS IN DIRECTORSHIPS
ALLIANCEBERNSTEIN HELD BY
PRINCIPAL OCCUPATION(S) FUND COMPLEX DIRECTOR
NAME, ADDRESS* YEARS OF DURING PAST 5 YEARS OR OVERSEEN BY DURING THE
AND AGE SERVICE** LONGER DIRECTOR PAST 5 YEARS
-------------- ----------- ----------------------- ----------------- -------------
Marshall C. Turner, ABF: 5 Private Investor since prior 93 Xilinx, Inc.
Jr., # ABS: 5 to 2005. Interim CEO of (programmable
68 ABSS: 5 MEMC Electronic logic semi-
ABT: 5 Materials, Inc. (semi- conductors)
ACF: 5 conductor and solar cell and MEMC
ACOF: 5 substrates) from November Electronic
ACS: 4 2008 until March 2009. Materials, Inc.
ADYF: 5 He was Chairman and (semi-
AEIF: 5 CEO of Dupont conductor and
AEXR: 5 Photomasks, Inc. solar cell
AFIS: 4 (components of semi- substrates)
AGBF: 5 conductor manufacturing), since prior to
AGGF: 5 2003-2005, and President 2005
AGIF: 5 and CEO, 2005-2006,
AGREIF: 5 after the company was
AGTGF: 18 acquired and renamed
AHIF: 5 Toppan Photomasks, Inc.
ALCGF: 5 He has served as a director
AIGF: 5 or trustee of one or more
AMIF: 5 of the AllianceBernstein
AMIF II: 5 Funds since 1992.
ASMCGF: 5
TAP: 5
Earl D. Weiner, # ABF: 3 Of Counsel, and Partner 93 None
71 ABS: 3 prior to January 2007, of
ABSS: 3 the law firm Sullivan &
ABT: 3 Cromwell LLP and
ACF: 3 member of ABA Federal
ACOF: 3 Regulation of Securities
ACS: 3 Committee Task Force to
ADYF: 3 draft editions of the Fund
AEIF: 3 Director's Guidebook. He
AEXR: 3 has served as a director or
AFIS: 3 trustee of the
AGBF: 3 AllianceBernstein Funds
AGGF: 3 since 2007 and is
AGIF: 3 Chairman of the
AGREIF: 3 Governance and
AGTGF: 3 Nominating Committees
AHIF: 3 of most of the Funds.
AIGF: 3
ALCGF: 3
AMIF: 3
AMIF II: 3
ASMCGF: 3
TAP: 3
OTHER PUBLIC
NUMBER OF COMPANY
PORTFOLIOS IN DIRECTORSHIPS
ALLIANCEBERNSTEIN HELD BY
PRINCIPAL OCCUPATION(S) FUND COMPLEX DIRECTOR
NAME, ADDRESS* YEARS OF DURING PAST 5 YEARS OR OVERSEEN BY DURING THE
AND AGE SERVICE** LONGER DIRECTOR PAST 5 YEARS
-------------- --------- ----------------------- ----------------- -------------
INTERESTED
DIRECTOR
Robert M. Keith, +, ++ None Senior Vice President of 6 None
1345 Avenue of the AllianceBernstein L.P. (the
Americas "Adviser")*** and Boca Raton, FL 33432 ABF:the
New York, NY 10105 head of AllianceBernstein
50 Investments Inc.
("ABI")*** since 1987 Chief Insurance Officer
11/7/30 Balanced Shares:July
2008; Director of ABI and
President of the
AllianceBernstein Mutual
Funds. Previously, he
served as Executive
Managing Director of ABI
from December 2006 to
June 2008. Prior to joining
ABI in 2006, Executive
Managing Director of
Bernstein Global Wealth
Management, and prior
thereto, Senior Managing
Director and Global Head
of Client Service and Sales
of the Adviser's
institutional investment
management business since
2004. Prior thereto,
Managing Director and
Head of The Equitable Life
1986 Assurance Society of
ABSS:North American
Client Service and Sales in
the Adviser's institutional
investment management
business, with which he
has been associated since
2002 the United States;
ABT: since 2001 Chairman and Chief
ACF: since 1992 Executive Officer of
Emerging Market: since Evlico (insurance);
1993 former Governor at
Exchange Reserves: since Large, National
1994 Association of
Focused Growth & Securities Dealers, Inc.
Income: since 1999
Global Health Care: since
1999
Growth & Income: since
1986
Global Research Growth:
since 2002
Global Strategic Income:
since 1995
High Yield: since 1997
International Growth:
since 1994
International Research
Growth: since 1998
AIF: since 1997
Large Cap Growth: since
1992
Mid-Cap Growth: since
1989
AMIF: since 1987
AMIF II: since 1993
Multi-Market Strategy:
since 1992
Real Estate: since 1996
Utility Income: since 1993
TAP: since 1993prior to 2004.
- --------
* "YearsThe address for each of the Fund's Independent Directors is c/o
AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the
Americas, New York, NY 10105.
**"Years of Service" refers to the total number of years served as a Director.
There is no stated term***The Adviser and ABI are affiliates of office for the Funds' Directors, however, the
Directors are generally subject to a policy requiring retirement at the age
of 76. With respect to Mr. Dievler, the Governance and Nominating Committees
and the Boards of the Funds have waived the application of this retirement
policy through December 31, 2006.
** Ms. Block was an "interested person", as defined in Section 2(a)(19) of the
Investment Company Act of 1940 (the "1940 Act") from July 22, 1992 until
October 21, 2004 by reason of her ownership of securities of a control
person of Alliance from July 1992. Ms. Block received shares of The
Equitable Companies Incorporated ("Equitable") as part of the
demutualization of The Equitable Life Assurance Society of the United
States, in 1992. Ms. Block's Equitable shares were subsequently converted
through a corporate action into American Depositary Shares of AXA, which
were sold for approximately $2,400 on October 21, 2004. Equitable and AXA
are control persons of Alliance.each Fund.
# Member of the Audit Committee, the Governance and Nominating Committee, and
the Independent Directors Committee of a Fund.
7
Number of
Portfolios in
AllianceBernstein Other
Fund Complex Directorships
Name, Address and Years of Principal Occupation(s) Overseen by Held by
Date of Birth Service* During Past 5 Years Director Director
- ----------------- -------------------------- ----------------------- ----------------- -------------
David H. Dievler,# Americas Government Independent consultant. 107 None
P.O. Box 167 Income: since 1992 Until December 1994
Spring Lake, ABF: since 1987 he was Senior Vice
NJ 07762 Balanced Shares: since President of ACMC
10/23/29 1987 ("Alliance Capital
ABSS: since 2002 Management
ABT: since 2001 Corporation", the
ACF: since 1987 general partner of
Emerging Market: since Alliance) responsible
1993 for mutual fund
Exchange Reserves: since administration. Prior to
1994 joining ACMC in 1984,
Focused Growth & he was Chief Financial
Income: since 1999 Officer of Eberstadt
Greater China: since 1998 Asset Management
Global Health Care: since since 1968. Prior to
1999 that, he was Senior
Growth & Income: since Manager at Price
1987 Waterhouse & Co.
Global Research Growth: Member of American
since 2002 Institute of Certified
Global Strategic Income: Public Accountants
since 1995 since 1953.
Global Technology: since
1990
High Yield: since 1997
International Growth:
since 1994
International Research
Growth: since 1998
AIF: since 1997
Large Cap Growth: since
1992
Mid-Cap Growth: since
1981
AMIF: since 1987
AMIF II: since 1993
Multi-Market Strategy:
since 1991
Real Estate: since 1996
Utility Income: since 1993
TAP: since 1999
- --------
* "Years of Service" refers to the total number of years served as a Director.
There is no stated term of office for the Funds' Directors, however, the
Directors are generally subject to a policy requiring retirement at the age
of 76. With respect to Mr. Dievler, the Governance and Nominating Committees
and the Boards of the Funds have waived the application of this retirement
policy through December 31, 2006.
# Member of the Audit Committee, the Governance and Nominating Committee, and
the Independent Directors Committee of a Fund.
8
Number of
Portfolios in
AllianceBernstein Other
Fund Complex Directorships
Name, Address and Years of Principal Occupation(s) Overseen by Held by
Date of Birth Service* During Past 5 Years Director Director
- ----------------- -------------------------- ----------------------- ----------------- -------------
John H. Dobkin,# Americas Government Consultant. Formerly 105 Municipal
P.O. Box 12 Income: since 1992 President of Save Art Society
Annandale, ABF: since 1998 Venice, Inc. (New York
NY 12504 Balanced Shares: since (preservation City)
2/19/42 1992 organization) from
ABSS: since 2002 2001-2002, Senior
ABT: since 2001 Adviser from June 1999
ACF: since 1994 - June 2000 and
Emerging Market: since President of Historic
1993 Hudson Valley (historic
Exchange Reserves: since preservation) from
1994 December 1989 - May
Focused Growth & 1999. Previously,
Income: since 1999 Director of the National
Global Health Care: since Academy of Design and
1999 during 1988-1992,
Growth & Income: since Director and Chairman
1992 of the Audit Committee
Global Research Growth: of ACMC.
since 2002
Global Strategic Income:
since 1995
High Yield: since 1997
International Growth:
since 1994
International Research
Growth: since 1998
AIF: since 1997
Large Cap Growth: since
1992
Mid-Cap Growth: since
1992
AMIF: since 1998
AMIF II: since 1998
Multi-Market Strategy:
since 1992
Real Estate: since 1996
Utility Income: since 1993
TAP: since 1999
- --------
* "Years of Service" refers to the total number of years served as a Director.
There is no stated term of office for the Funds' Directors, however, the
Directors are generally subject to a policy requiring retirement at the age
of 76. With respect to Mr. Dievler, the Governance and Nominating Committees
and the Boards of the Funds have waived the application of this retirement
policy through December 31, 2006.
# Member of the Audit Committee, the Governance and Nominating Committee, and
the Independent Directors Committee of a Fund.
9
Number of
Portfolios in
AllianceBernstein Other
Fund Complex Directorships
Name, Address and Years of Principal Occupation(s) Overseen by Held by
Date of Birth Service* During Past 5 Years Director Director
----------------- -------------------------- ----------------------- ----------------- -------------
Michael J. Downey,# Americas Government Consultant since 2004. 80 Asia
c/o Alliance Capital Income: since 2005 Formerly managing Pacific
Management L.P. ABF: since 2005 partner of Lexington Fund, Inc.;
1345 Avenue of the Balanced Shares: since Capital, LLC and the
Americas 2005 (investment advisory Merger
New York, NY 10105 ABSS: since 2005 firm) from 1997 until Fund
1/26/44 ABT: since 2005 December 2003. Prior
ACF: since 2005 thereto, Chairman and
Emerging Market: since CEO of Prudential
2005 Mutual Fund
Exchange Reserves: since Management
2005 (1987-1993).
Focused Growth &
Income: since 2005
Global Health Care: since
2005
Growth & Income: since
2005
Global Research Growth:
since 2005
Global Strategic Income:
since 2005
High Yield: since 2005
International Growth:
since 2005
International Research
Growth: since 2005
AIF: since 2005
Large Cap Growth: since
2005
AMIF: since 2005
AMIF II: since 2005
Real Estate: since 2005
Utility Income: since 2005
TAP: since 2005
- --------
* "Years of Service" refers to the total number of years served as a Director.
There is no stated term of office for the Funds' Directors, however, the
Directors are generally subject to a policy requiring retirement at the age
of 76. With respect to Mr. Dievler, the Governance and Nominating Committees
and the Boards of the Funds have waived the application of this retirement
policy through December 31, 2006.
# Member of the Audit Committee, the Governance and Nominating Committee, and
the Independent Directors Committee of a Fund.
10
Number of
Portfolios in
AllianceBernstein Other
Fund Complex Directorships
Name, Address and Years of Principal Occupation(s) Overseen by Held by
Date of Birth Service* During Past 5 Years Director Director
----------------- --------------------------- ----------------------- ----------------- -------------
Chairman of the Board Americas Government Investment adviser and 108 None
William H. Foulk, Jr.,#,+ Income: since 1992 independent consultant.
2 Sound View Drive ABF: since 1998 He was formerly Senior
Suite 100 Balanced Shares: since 1992 Manager of Barrett
Greenwich, CT 06830 ABSS: since 2002 Associates, Inc., a
9/7/32 ABT: since 2001 registered investment
ACF: since 1992 adviser, with which he
Emerging Market: had been associated
since 1993 since prior to 2000. He
Exchange Reserves: was formerly Deputy
since 1994 Comptroller and Chief
Focused Growth & Income: Investment Officer of
since 1999 the State of New York
Greater China: since 1998 and, prior thereto, Chief
Global Health Care: Investment Officer of
since 1999 the New York Bank for
Growth & Income: Savings.
since 1992
Global Research Growth:
since 2002
Global Strategic Income:
since 1995
Global Technology:
since 1992
High Yield: since 1997
International Growth:
since 1994
International Research
Growth: since 1998
AIF: since 1997
Large Cap Growth:
since 1992
Mid-Cap Growth:
since 1992
AMIF: since 1998
AMIF II: since 1998
Multi-Market
Strategy: since 1991
Real Estate: since 1996
Utility Income: since 1993
TAP: since 1998
- --------
* "Years of Service" refers to the total number of years served as a Director.
There is no stated term of office for the Funds' Directors, however, the
Directors are generally subject to a policy requiring retirement at the age
of 76. With respect to Mr. Dievler, the Governance and Nominating Committees
and the Boards of the Funds have waived the application of this retirement
policy through December 31, 2006.
# Member of the Audit Committee, the Governance and Nominating Committee, and
the Independent Directors Committee of a Fund.
+ Member##Member of the Fair Value Pricing Committee.
11
Number of
Portfolios in
AllianceBernstein Other
Fund Complex Directorships
Name, Address and Years of Principal Occupation(s) Overseen by Held by
Date of Birth Service* During Past 5 YearsCommittee (with respect to Ms. Jacklin, for
TAP only).
+ Mr. Keith will become a Director Director
----------------- ------------------ ----------------------- ----------------- -------------
D. James Guzy,# Global Technology: Chairman of the Board 1 Intel
P.O. Box 128 since 1982 of PLX Technology Corporation;
Glenbrook, (semi-conductors) and Cirrus Logic
NV 89413 of SRC Computers Inc., Corporation;
3/7/36 with which he has been Novellus
associated since prior to Corporation;
2000. He is also Micro
President of the Arbor Component
Company (private Technology;
family investments). the Davis
Selected
Advisers
Group of
Mutual
Funds; and
LogicVision
Marshall C. Turner, Jr.,# Global Technology: Principal of Turner 1 Toppan
220 Montgomery St. since 1992 Venture Associates Photomasks,
Penthouse 10 (venture capital and Inc.; the
San Francisco, consulting) since prior George Lucas
CA 94104-3402 to 2000. Chairman and Educational
10/10/41 CEO, DuPont Foundation;
Photomasks, Inc., Chairman of
Austin, Texas, 2003- the Board of
2005, and President and the
CEO since company Smithsonian's
acquired, and name National
changed to Toppan Museum of
Photomasks, Inc. in Natural
2005. History
- --------
* "Years of Service" refers to the total number of years served as a Director.
There is no stated term of office for the Funds' Directors, however, the
Directors are generally subject to a policy requiring retirementFund if elected at the age
of 76. With respect to Meeting by that
Fund.
++Mr. Dievler, the Governance and Nominating Committees
and the Boards of the Funds have waived the application of this retirement
policy through December 31, 2006.
# Member of the Audit Committee, the Governance and Nominating Committee, and
the Independent Directors Committee of Global Technology.
12
Number of
Portfolios in
AllianceBernstein Other
Fund Complex Directorships
Name, Address and Years of Principal Occupation(s) Overseen by Held by
Date of Birth Service* During Past 5 Years Director Director
- ----------------- -------------------------- ----------------------- ----------------- -------------
INTERESTED***
DIRECTOR
Marc O. Mayer Americas Government Executive Vice 82 SCB
1345 Avenue of the Income: since 2003 President of ACMC, Partners,
Americas ABF: since 2003 since 2001; prior Inc.; and
New York, NY 10105 Balanced Shares: since thereto, Chief Executive SCB Inc.
10/2/57 2003 Officer of Sanford C.
ABSS: since 2003 Bernstein & Co., LLC
ABT: since 2003 (institutional research
ACF: since 2003 and brokerage arm of
Emerging Market: since Bernstein & Co., Inc.)
2003 and its predecessor
Exchange Reserves: since since prior to 2000.
2003
Focused Growth &
Income: since 2003
Global Health Care: since
2003
Growth & Income: since
2003
Global Research Growth:
since 2003
Global Strategic Income:
since 2003
Global Technology: since
2003
High Yield: since 2003
International Growth:
since 2003
International Research
Growth: since 2003
AIF: since 2003
Large Cap Growth: since
2003
AMIF: since 2003
AMIF II: since 2003
Real Estate: since 2003
Utility Income: since 2003
TAP: since 2003
- --------
* "Years of Service" refers to the total number of years served as a Director.
There is no stated term of office for the Funds' Directors, however, the
Directors are generally subject to a policy requiring retirement at the age
of 76. With respect to Mr. Dievler, the Governance and Nominating Committees
and the Boards of the Funds have waived the application of this retirement
policy through December 31, 2006.
***Mr. MayerKeith is an "interested person",person," as defined in Section 2(a)(19) of the
Investment Company Act of 1940, Act, of each Fund due to his position as Executivea Senior
Vice President of ACMC.
13the Adviser.
The business and affairs of each Fund are managed under the direction of that
Fund's Board. Directors who are not "interested persons" of a Fund as defined
in the
Investment Company Act of 1940, as amended (the "1940 Act"), are referred to as
"Independent Directors", and Directors who are "interested persons" of a Fund
are referred to as "Interested Directors". Certain information concerning the
Funds' governance structure and each Director is set forth below.
Experience, Skills, Attributes, and Qualifications of the Funds' Directors. The
Governance and Nominating Committee of each Fund's Board, which is composed of
Independent Directors, reviews the experience, qualifications, attributes and
skills of potential candidates for nomination or election by the Board, and
conducts a similar review in connection with the proposed nomination of current
Directors for re-election by stockholders at any annual or special meeting of
stockholders. In evaluating a candidate for nomination or election as a
Director, the Governance and Nominating Committee takes into account the
contribution that the candidate would be expected to make to the diverse mix of
experience, qualifications, attributes and skills that the Governance and
Nominating Committee believes contributes to good governance for the Fund.
Additional information concerning the Governance and Nominating Committee's
consideration of nominees appears in the description of the Committee below.
Each Fund's Board believes that, collectively, the Directors have balanced and
diverse experience, qualifications, attributes, and skills, which allow the
Board to operate effectively in governing the Fund and protecting the interests
of stockholders. The Board of each Fund has concluded that, based on each
Director's experience, qualifications, attributes or skills on an individual
basis and in combination with those of the other Directors, each Director is
qualified and should continue to serve as such.
In determining that a particular Director was and continues to be qualified to
serve as a Director, each Board has considered a variety of criteria, none of
which, in isolation, was controlling. In addition, each Board has taken into
account the actual service and commitment of each Director during his or her
tenure (including the Director's commitment and participation in Board and
committee meetings, as well as his or her current and prior leadership of
standing and ad hoc committees) in concluding that each should continue to
serve. Additional information about the specific experience, skills, attributes
and qualifications of each Director, which in each case led to the Board's
conclusion that the Director should serve (or continue to serve) as trustee or
director of the Fund, is provided in the table above and in the next paragraph.
Among other attributes and qualifications common to all Directors are their
ability to review critically, evaluate, question and discuss information
provided to them (including information requested by the Directors), to
interact effectively with the Adviser, other service providers, counsel and the
Fund's independent registered public accounting firm, and to exercise effective
business judgment in the performance of their duties as Directors. In addition
to his or her service as a Director of the Fund and other AllianceBernstein
Funds as noted in the table above: Mr. Dobkin has experience as an executive of
a number of organizations and served as Chairman of the Audit Committee of many
of the AllianceBernstein Funds from 2001 to 2008; Mr. Downey has experience in
the investment advisory business including as Chairman and Chief Executive
Officer of a large fund complex and as director of a number of
non-AllianceBernstein funds and as Chairman of a non-AllianceBernstein
closed-end fund; Mr. Foulk has experience in the investment advisory and
securities
businesses, including as Deputy Controller and Chief Investment Officer of the
State of New York (where his responsibilities included bond issuances, cash
management and oversight of the New York Common Retirement Fund), has served as
Chairman of the AllianceBernstein Funds and of the Independent Directors
Committee since 2003, and is active in a number of mutual fund related
organizations and committees; Mr. Guzy has experience as a corporate director
including as Chairman of a public company and Chairman of the Finance Committee
of a large public technology company; Ms. Jacklin has experience as a financial
services regulator including as U.S. Executive Director of the International
Monetary Fund, which is responsible for ensuring the stability of the
international monetary system, and as a financial services lawyer in private
practice; Mr. Keith has experience as an executive of the Adviser with
responsibility for, among other things, the AllianceBernstein Funds; Mr. Moody
has experience as a certified public accountant including experience as Vice
Chairman and U.S. and Global Investment Management Practice Partner for a major
accounting firm, is a member of the governing council of an organization of
independent directors of mutual funds, and has served as Chairman of the Audit
Committee of most of the AllianceBernstein Funds since 2008; Mr. Turner has
experience as a director (including Chairman and Chief Executive officer of a
number of companies) and as a venture capital investor including prior service
as general partner of three institutional venture capital partnerships; and
Mr. Weiner has experience as a securities lawyer whose practice includes
registered investment companies and as Chairman, director or trustee of a
number of boards, and has served as Chairman of the Governance and Nominating
Committee of most of the AllianceBernstein Funds. The disclosure herein of a
director's experience, qualifications, attributes and skills does not impose on
such director any duties, obligations, or liability that are greater than the
duties, obligations, and liability imposed on such director as a member of the
Board and any committee thereof in the absence of such experience,
qualifications, attributes and skills.
Board Structure and Oversight Function. Each Fund's Board is responsible for
oversight of that Fund. Each Fund has engaged the Adviser to manage the Fund on
a day-to-day basis. Each Board is responsible for overseeing the Adviser and
the Fund's other service providers in the operations of that Fund in accordance
with the Fund's investment objective and policies and otherwise in accordance
with its prospectus, the requirements of the 1940 Act and other applicable
Federal, state and other securities and other laws, and the Fund's charter and
bylaws. Each Board meets in-person at regularly scheduled meetings eight times
throughout the year. In addition, the Directors may meet in-person or by
telephone at special meetings or on an informal basis at other times. The
Independent Directors also regularly meet without the presence of any
representatives of management. As described below, each Board has established
four standing committees - the Audit, Governance and Nominating, Independent
Directors, and Fair Valuation Committees - and may establish ad hoc committees
or working groups from time to time, to assist the Board in fulfilling its
oversight responsibilities. Each committee is composed exclusively of
Independent Directors. The responsibilities of each committee, including its
oversight responsibilities, are described further below. The Independent
Directors have also engaged independent legal counsel, and may from time to
time engage consultants and other advisors, to assist them in performing their
oversight responsibilities.
An Independent Director serves as Chairman of each Board. The Chairman's duties
include setting the agenda for each Board meeting in consultation with
management, presiding at each Board meeting, meeting with management between
Board meetings, and facilitating communication and coordination between the
Independent Directors and management. The Directors have determined that a
Board's leadership by an Independent Director and its committees composed
exclusively of Independent Directors is appropriate because they believe it
sets the proper tone to the relationships between the Fund, on the one hand,
and the Adviser and other service providers, on the other, and facilitates the
exercise of the Board's independent judgment in evaluating and managing the
relationships. In addition, each Fund is required to have an Independent
Director as Chairman pursuant to certain 2003 regulatory settlements involving
the Adviser.
Risk Oversight. Each Fund is subject to a number of risks, including
investment, compliance and operational risks. Day-to-day risk management with
respect to a Fund resides with the Adviser or other service providers
(depending on the nature of the risk), subject to supervision by the Adviser.
Each Board has charged the Adviser and its affiliates with (i) identifying
events or circumstances, the occurrence of which could have demonstrable and
material adverse effects on the Fund; (ii) to the extent appropriate,
reasonable or practicable, implementing processes and controls reasonably
designed to lessen the possibility that such events or circumstances occur or
to mitigate the effects of such events or circumstances if they do occur; and
(iii) creating and maintaining a system designed to evaluate continuously, and
to revise as appropriate, the processes and controls described in (i) and
(ii) above.
Risk oversight forms part of a Board's general oversight of a Fund's investment
program and operations and is addressed as part of various regular Board and
committee activities. Each Fund's investment management and business affairs
are carried out by or through the Adviser and other service providers. Each of
these persons has an independent interest in risk management but the policies
and the methods by which one or more risk management functions are carried out
may differ from the Fund's and each other's in the setting of priorities, the
resources available or the effectiveness of relevant controls. Oversight of
risk management is provided by the Board and the Audit Committee. The Directors
regularly receive reports from, among others, management (including the Global
Heads of Investment Risk and Trading Risk of the Adviser), a Fund's Senior
Officer (who is also a Fund's chief compliance officer), its independent
registered public accounting firm, counsel, and internal auditors for the
Adviser, as appropriate, regarding risks faced by the Fund and the Adviser's
risk management programs.
Not all risks that may affect a Fund can be identified, nor can controls be
developed to eliminate or mitigate their occurrence or effects. It may not be
practical or cost-effective to eliminate or mitigate certain risks, the
processes and controls employed to address certain risks may be limited in
their effectiveness, and some risks are simply beyond the reasonable control of
the Fund or the Adviser, its affiliates or other service providers. Moreover,
it is necessary to bear certain risks (such as investment-related risks) to
achieve a Fund's goals. As a result of the foregoing and other factors a Fund's
ability to manage risk is subject to substantial limitations.
As of August 4, 2005,September 2, 2010, to the knowledge of management, the Directors and
officers of each Fund, both individually and as a group, owned less than 1% of
the shares
of any Fund.Fund except for AEIF, where none of the Directors own more than 1% of
shares but the Directors as a group, and the Directors and officers as a group,
own 1.1523%. Additional information related to the equity ownership of the
Directors in each of the Funds and the compensation they received from the
Funds is presented in Appendix B. During each Fund's most recently completed
fiscal year, the Fund's Directors as a group did not engage in the purchase or
sale of more than 1% of any class of securities of Alliancethe Adviser or of any of its
parents or subsidiaries.
During the Fund's most recent fiscal year ended in 20042009 or 2005,2010, the Board of
Americas
Government Income met 12 times; of ABS met 107 times; of ABSS met 116 times; of ABF met 12 times; of ABT met 106 times; of ACF met 116 times;
of Emerging MarketACOF met 137 times; of Focused Growth & IncomeACS met 108 times; of Global Health CareADYF met 116 times; of Global Research GrowthAEIF met 117
times; of Global Strategic
Income met 13 times; of Global TechnologyAEXR met 5 times; of Greater ChinaAFIS met 6 times; of AGBF met 7 times; of AGGF
met 7 times; of AGREIF met 7 times; of AGTGF met 6 times; of AGCF met 8 times;
of AGIF met 7 times; of AHIF met 9 times; of Growth & IncomeAIGF met 126 times; of High YieldALCGF met 13 times; of AIF met
13 times; of International Growth met 11 times; of International Research
Growth met 11 times; of Large Cap Growth met 11 times; of Mid-Cap Growth met 11
times; of Multi-Market Strategy met 127
times; of AMIF met 12 times; of Real
Estate met 10 times; of Utility Income met 10 times; of Exchange Reserves met
128 times; of AMIF II met 127 times; of ASMCGF met 6 times; of
ABT met 8 times; and of TAP met 118 times. Each Director
attended at least 75% of the total number of meetings of the Boards held during
the fiscal year and, if a member, at least 75% of the total number of meetings
of the committees held during the period for which he or she served. The Funds do not have a policy that
requires a Director to attend annual meetings of stockholders but the Funds encourage such attendance.stockholders.
Each Fund's Board has four standing committees: an Audit Committee, a
Governance and Nominating Committee, an Independent Directors Committee, and a
Fair Value Pricing Committee. The members of the Committees are identified
above in the table listing the Directors. The function of the Audit Committee
of each Fund is to assist the Board in its oversight of a Fund's financial reporting
process. During the Fund's fiscal year ended in 20042009 or 2005,2010, the Audit
Committee of Americas Government Income met 3 times; of Balanced SharesABS met 2 times; of ABSS met 2 times; of ABF met 42 times; of ABTACF
met 2 times; of ACOF met 2 times; of ACS met 4 times; of ACFADYF met 1 time;2 times; of
Emerging MarketAEIF met 2 times; of AEXR met 2 times; of AFIS met 3 times; of Focused Growth & IncomeAGBF met 4
times; of AGGF met 2 times; of Global Health CareAGREIF met 2 times; of AGTGF met 2 times; of
AGCF met 3 times; of Global Research GrowthAGIF met 2 times; of Global Strategic Income met 3 times; of Global TechnologyAHIF met 2 times; of Greater ChinaAIGF met 2
times; of Growth & Income met 3 times; of High
Yield met 3 times; of AIF met 3 times; of International Growth met 3 times; of
International Research Growth met 3 times; of Large Cap GrowthALCGF met 2 times; of Mid-Cap Growth met 2 times; of Multi-Market Strategy met 3 times; of AMIF met 2
times; of Real Estate met 2 times; of Utility Income met 2 times; of Exchange
Reserves met 2 times; of AMIF II met 2 times; and of
TAPASMCGF met 1 time.
During the Fund's fiscal year ended in 2004 or 2005, the Governance and
Nominating Committee of Americas Government Income met 0 times; of Balanced
Shares met 1 time; of ABSS met 6 time; of ABF met 02 times; of ABT met 1 time;
of ACF met 6 times; of Emerging Market met 0 times; of Focused Growth & Income
met 1 time; of Global Health Care met 5 times; of Global Research Growth met 5
times; of Global Strategic Income met 0 times; of Global Technology met 0 time;
of Greater China met 3 times; of Growth & Income met 0 times; of High Yield met
0 times; of AIF met 0 times; of International Growth met 5 times; of
International Research Growth met 6 times; of Large Cap Growth met 6 times; of
Mid-Cap Growth met 6 times; of Multi-Market Strategy met 0 times; of AMIF met 0
times; of Real Estate met 1 time; of Utility Income met 1 time; of Exchange
Reserves met 0 times; of AMIF II met 02 times; and of TAP met 62 times.
Each Fund's Board has adopted a charter for its Governance and Nominating
Committee, a copy of which is included as Appendix C.available at www.alliancebernstein.com (click on
AllianceBernstein Mutual Fund Investors then US then Investment Products/Mutual
Funds). Pursuant to the charter of the Governance and Nominating Committee, the Governance and Nominating
Committee assists each Board in carrying out its responsibilities with respect
to governance of a Fund and identifies, evaluates and selects and nominates
candidates for that Board. The Committee may also may set standards or
qualifications for Directors.Directors and reviews at least annually the performance of
each Director, taking into account factors such as attendance at meetings,
adherence to Board policies, preparation for and participation at meetings,
commitment and contribution to the overall work of the Board and its
committees, and whether there are health or other reasons that might affect the
Director's ability to perform his or her duties. The Committee may consider
candidates as Directors submitted by a Fund's current Board members, officers,
investment adviser, stockholders and other appropriate sources.
The Governance and Nominating Committee of a Fund will consider candidates submitted by a
stockholder or group of stockholders who have beneficially owned at least 5% of
a Fund's outstanding common stock or shares of benefi-
14
cialbeneficial interest for at least
two years prior to the time of submission and who timely provide specified
information about the candidates and the nominating stockholder or group. To be
timely for
consideration by the Committee, the submission, including all required
information, must be submitted in writing to the attention of the Secretary at
the principal executive offices of a Fund not less than 120 days before the
date of the proxy statement for the previous year's annual meeting of
stockholders or, if an annual meeting was not held in the previous year, all
required information must be received within a reasonable amount of time before
the Fund begins to print and mail its proxy materials. The Committee will
consider only one candidate submitted by such a stockholder or group for
nomination for election at an annual meeting of stockholders. The Committee
will not consider self-nominated candidates.
The Governance and Nominating Committee will consider and evaluate candidates
submitted by stockholders on the basis of the same criteria as those used to
consider and evaluate candidates submitted from other sources. These criteria
include the candidate's relevant knowledge, experience, and expertise, the
candidate's ability to carry out his or her duties in the best interests of the
Fund and the candidate's ability to qualify as an Independent Director. When
assessing a disinterested Director. A
detailed descriptioncandidate for nomination, the Committee considers whether the
individual's background, skills, and experience will complement the background,
skills, and experience of other nominees and will contribute to the diversity
of the criteria used byBoard.
During the Fund's most recent fiscal year ended in 2009 or 2010, the Governance
and Nominating Committee as well as
information required to be provided by stockholders submitting candidates for
consideration by the Committee are included in Appendix C.of ABS met 4 times; of ABSS met 5 times; of ABF met 4
times; of ACF met 4 times; of ACOF met 4 times; of ACS met 4 times; of ADYF met
4 times; of AEIF met 4 times; of AEXR met 4 times; of AFIS met 4 times; of AGBF
met 4 times; of AGGF met 4 times; of AGREIF met 4 times; of AGTGF met 4 times;
of AGCF met 4 times; of AGIF met 4 times; of AHIF met 4 times; of AIGF met 4
times; of ALCGF met 4 times; of AMIF met 4 times; of AMIF II met 4 times; of
ASMCGF met 4 times; of ABT met 4 times; and of TAP met 4 times.
The function of each Fund's Fair Value Pricing Committee is to consider, in
advance if possible, any fair valuation decision of Alliance'sthe Adviser's Valuation
Committee relating to a security held by a Fund made under unique or highly
unusual circumstances not previously addressed by the Adviser's Valuation
Committee that would result in a change in the Fund's net asset value ("NAV")
by more than $0.01 per share. The Fair Value Pricing Committee did not meet
during any Fund's most recently completed fiscal year.
The function of each Fund's Independent Directors Committee is to consider and
take action on matters that the Board or Committee believes should be addressed
in executive session of the disinterestedIndependent Directors, such as review and approval
of the Advisory, and Distribution Services and Transfer Agency Agreements. During
the Fund's fiscal year ended in 20042009 or 2005,2010, the Independent Directors
Committee of Americas Government Income met 0 times; of ABS met 07 times; of ABSS met 36 times; of ABF met 0 times; of ABT met 06 times; of ACF
met 36 times; of Emerging
MarketACOF met 07 times; of Focused Growth & IncomeACS met 07 times; of Global Health
CareADYF met 26 times; of
Global Research GrowthAEIF met 27 times; of Global Strategic
IncomeAEXR met 05 times; of Global TechnologyAFIS met 1 time; of Greater China met 36 times; of Growth & IncomeAGBF met 06
times; of High YieldAGGF met 06 times; of AIFAGREIF met 07 times; of International GrowthAGTGF met 26 times; of
International Research GrowthAGCF met 37 times; of Large Cap GrowthAGIF met 37 times; of Mid-Cap GrowthAHIF met 36 times; of Multi-Market StrategyAIGF met 07
times; of ALCGF met 6 times; of AMIF met 0 times; of Real Estate met 0
times; of Utility Income met 0 times; of Exchange Reserves met 07 times; of AMIF II met 07 times; of
ASMCGF met 6 times; of ABT met 7 times; and of TAP met 37 times.
Each Board has adopted a process for stockholders to send communications to the
Board of their Fund. To communicate with a Board or an individual Director of a
Fund, a stockholder must send a written communication to that Fund's principal
office at the address listed in the Notice of Joint Annual Meeting of
Stockholders accompanying this Proxy Statement, addressed to the Board of that
Fund or the individual Director. All stockholder communications received in
accordance with this process will be forwarded to the Board or the individual
Director to whom or to which the communication is addressed.
Each Board unanimously recommends that the stockholders vote "FOR" each of the
nominees to serve as a Director of the applicable Fund. The election of each
nominee requires the affirmative vote of a plurality of the votes cast.
PROPOSAL TWO
AMENDMENTS TO INVESTMENT ADVISORY AGREEMENTS FOR CERTAIN FUNDS
A. AMENDMENTS TO INVESTMENT ADVISORY AGREEMENTS FOR CERTAIN FUNDS TO CONFORM
FEE MEASUREMENT PERIODS
ACF--ALLIANCEBERNSTEIN SMALL CAP GROWTH PORTFOLIO ("ACF-SCG")
AGTGF
The Board considered and approved the Adviser's recommendation to amend each of
the investment advisory agreements for ACF-SCG and AGTGF (together, the
"Measurement Advisory Agreements"). The ACF-SCG Measurement Advisory Agreement
was initially approved by the Directors on September 27, 1971, but an amended
and restated Agreement, effective July 22, 1992, was approved by the Directors
on October 22, 1991 and by stockholders on June 11, 1992. The AGTGF Measurement
Advisory Agreement was initially approved by the Directors on December 22,
1981, but an amended and restated Agreement, effective July 22, 1992, was
approved by the Directors on October 22, 1991 and by stockholders on June 11,
1992. The standard investment advisory agreement between the Adviser and other
Funds provides that the advisory fee rate is calculated as a percentage of
average daily net assets. The Measurement Advisory Agreements vary from this
standard and provide that the fee rate is calculated as a percentage of net
assets at the end of the preceding calendar quarter. We are proposing an
amendment to the Measurement Advisory Agreements to provide that the advisory
fee rate will be calculated as a percentage of average daily net assets to
eliminate disparities between the contractual fee rate and the effective fee
rate that result from the calculation of the fee rate as of the end of each
preceding calendar quarter.
The fee calculation in the Measurement Advisory Agreements varies from the
current standard for historical reasons related to the initial approval dates
of the Measurement Advisory Agreements. The fee calculation was not changed
when the Measurement Advisory Agreements were subsequently amended and
restated. The Adviser recommended, and the Directors agreed, that the fee
calculation methodologies in the Measurement Advisory Agreements should be
conformed to the industry standard because it has become apparent due to, among
other things, recent fluctuations in Fund asset levels that variations in the
effective fee resulting solely from the method of calculating the fee are not
justified. The Directors concluded that the amendment would benefit the Funds
by eliminating unnecessary disparities in the Funds' advisory fees between the
contractual and effective rates. The change will also standardize the fee
calculations for the Funds and conform to current industry practice.
The standard fee rate currently in place for other Funds averages variations in
the net assets of a Fund so that a Fund's effective advisory fee is generally
equal to the contractual rate. In the case of ACF-SCG and AGTGF, however, the
calendar quarter measurement of the advisory fee results in effective fee rates
that may be higher or lower than, or equal to, the contractual fee rate due
solely to variations in net assets at the end of each calendar quarter. For
example, the contractual fee rate for both Funds is currently 0.75% but the
effective fee rate at the end of each of the last three fiscal years ending
July 31, 2008, July 31, 2009 and July 31, 2010, respectively, was 0.76%, 0.78%
and 0.75% for ACF-SCG and 0.73%, 0.73% and 0.74% for AGTGF. This historical
information illustrates differences in the fee rates resulting from the
calendar quarter measurement period. The effective fee rate for ACF-SCG was
higher than the contractual fee rate for the fiscal years 2008 and 2009 and the
effective fee rate for AGTGF was lower than the contractual fee rate for the
last three fiscal years. In addition, the effective fee rates may vary
significantly from calendar quarter end to calendar quarter end as shown in the
table below.
ACF-SCG
AS OF END OF 1ST AS OF END OF 2ND AS OF END OF 3RD AS OF END OF 4TH FYE
PERIOD QUARTER (3/30) QUARTER (6/30) QUARTER (9/30) QUARTER (12/30) (7/31)
- ------ ---------------- ---------------- ---------------- ---------------- ------
2008 0.72% 0.66% 0.52% 0.83% 0.76%
2009 0.88% 0.79% 0.80% 0.84% 0.78%
2010 0.87% 0.62% N/A N/A 0.75%
AGTGF
AS OF END OF 1ST AS OF END OF 2ND AS OF END OF 3RD AS OF END OF 4TH FYE
PERIOD QUARTER (3/30) QUARTER (6/30) QUARTER (9/30) QUARTER (12/30) (7/31)
- ------ ---------------- ---------------- ---------------- ---------------- ------
2008 0.71% 0.63% 0.46% 0.80% 0.73%
2009 0.86% 0.74% 0.80% 0.78% 0.73%
2010 0.82% 0.68% N/A N/A 0.74%
These differences are primarily due to changes in a Fund's net asset levels. In
the case of declining net assets, the effective fee rate would likely be lower
than the contractual fee rate, as is the case for AGTGF recently. ACF-SCG has
also experienced periods of declining net assets over recent periods, but not
as significantly as AGTGF, and has recently seen net asset levels increase,
resulting in its effective fee rate exceeding 0.75% in the fiscal years 2008
and 2009. If a Fund had a fairly stable level of net assets, it is likely that
the effective fee rate would be approximately the same as the contractual fee
rate.
If the proposed advisory fee rate had been in effect as of the Funds' recent
fiscal year ended July 31, 2010, the expense ratio for ACF-SCG's Class A shares
(and other Classes) would have been the same, but the expense ratio for AGTGF's
Class A shares would have increased from 1.55% to 1.56% with corresponding
changes for other Classes of AGTGF's shares.
Since the change to the measuring period could result in an effective advisory
fee that is higher than the current contractual advisory fee under certain
circumstances, we are requesting that the stockholders approve the proposed
amendments to the Measure-
ment Advisory Agreements. The proposed amendments would not affect any other
terms of the Measurement Advisory Agreements. More information about the
Adviser is included in the Funds' Statements of Additional Information, which
are available at www.alliancebernstein.com.
Approval of Proposal 2.A. requires the affirmative vote of the holders of a
"majority of the outstanding voting securities," of each Fund, as defined in
the 1940 Act, which means the lesser of (i) 67% or more of the voting
securities of the Fund present or represented by proxy if the holders of more
than 50% of the Fund's outstanding voting securities are present or represented
by proxy, or (ii) more than 50% of the outstanding voting securities of the
Fund ("1940 Act Majority Vote"). The Board, including the Independent
Directors, of each Fund unanimously recommends that the stockholders of each
Fund vote FOR Proposal 2.A.
B. AMENDMENT TO INVESTMENT ADVISORY AGREEMENT OF TAP TO PERMIT REIMBURSEMENT TO
THE ADVISER OF CERTAIN ADMINISTRATIVE EXPENSES
The Board considered and approved the Adviser's recommendation that the
investment advisory agreement of TAP (the "TAP Advisory Agreement") be amended.
The standard investment advisory agreement between the Adviser and other Funds
includes an investment advisory fee and also provides for the reimbursement to
the Adviser of the costs of certain non-advisory services that the Adviser
provides to the Fund at the request of the Fund. These reimbursable costs are
for personnel performing certain administrative services for the Funds,
including clerical, accounting, legal and other services ("administrative
services expenses"). The TAP Advisory Agreement does not provide for
reimbursement of the administrative services expenses that are provided to the
Portfolios of TAP as do the standard investment advisory agreements. The TAP
Advisory Agreement was initially approved by the Directors on February 16, 1993
and March 31, 1993. The TAP Advisory Agreement is different from most other
Funds' investment advisory agreements because the TAP Portfolios were acquired
from another fund complex without changes to the TAP Advisory Agreement upon
the acquisition. Implementation of the reimbursement provision for a Portfolio
will be subject to the approval of the Directors of TAP.
The proposed amendment would add a provision to the TAP Advisory Agreement
authorizing reimbursement to the Adviser of the administrative services
expenses. The Adviser's employees provide the same type of administrative
services to the TAP Portfolios as they do for other Funds but, under the TAP
Advisory Agreement, the Adviser receives no reimbursement for these
administrative services expenses. Reimbursement of expenses for administrative
services is a common arrangement in the fund industry. The reimbursement
obligation may be included in an investment advisory agreement or in a separate
agreement. The Directors concurred with the Adviser that the same type of
reimbursement arrangement for administrative services expenses should apply to
TAP as applies to the other Funds. The Directors concluded that the proposed
amendment was appropriate because it would permit the Adviser to be reimbursed
for its cost of providing non-advisory services that benefit the TAP Portfolios.
The following table shows for the fiscal year ended or the fiscal year to date
period ended July 31, 2010 each TAP Portfolio's current expense ratio for
Class A shares and the effect of the proposed amendment, if approved by
stockholders, on each Portfolio's expense ratio to three decimal points:
EXPENSE RATIO EXPENSE RATIO
WITHOUT INCLUDING
TAP PORTFOLIO REIMBURSEMENT REIMBURSEMENT
- --------------------------------------------------------------------------------------------------
AllianceBernstein Growth Fund (Fiscal Year End 7/31) 1.543% 1.551%
AllianceBernstein Balanced Wealth Strategy (Fiscal Year End 8/31) 0.996% 0.999%
AllianceBernstein Wealth Appreciation Strategy (Fiscal Year End 8/31) 1.114% 1.117%
AllianceBernstein Conservative Wealth Strategy (Fiscal Year End 8/31) 1.003% 1.010%
AllianceBernstein Tax-Managed Balanced Wealth Strategy (Fiscal Year
End 8/31) 1.113% 1.136%
AllianceBernstein Tax-Managed Wealth Appreciation Strategy (Fiscal
Year End 8/31) 1.049% 1.056%
AllianceBernstein Tax-Managed Conservative Wealth Strategy (Fiscal
Year End 8/31) 1.211% 1.256%
As the table indicates, the effect of the proposed amendment on the TAP
Portfolios' expense ratios is modest at current asset levels.
The Directors agreed with the Adviser's recommendation that it would be
appropriate for the TAP Advisory Agreement to be amended because it would apply
the same provisions to the TAP Portfolios relating to administrative services
expenses as those included in the advisory agreements for most other Funds. All
other provisions of the TAP Advisory Agreement would remain the same except for
certain minor conforming amendments. We are requesting a stockholder vote
because the amendment would result in an increase, as reflected above, in the
compensation paid to the Adviser under the TAP Advisory Agreement.
Approval of Proposal 2.B. requires a 1940 Act Majority Vote with respect to
each Portfolio of TAP. The Board, including the Independent Directors, of the
Fund unanimously recommends that the stockholders of each Portfolio of TAP vote
FOR Proposal 2.B.
PROPOSAL THREE
AMENDMENTS TO DECLARATIONS OF TRUST FOR CERTAIN FUNDS ORGANIZED AS
MASSACHUSETTS BUSINESS TRUSTS
AEXR, AMIF II, ABT
A. AMENDMENT OF DECLARATIONS
The Board considered and approved the Adviser's recommendation to amend the
Declarations of Trust (the "Declarations") of each of the Funds listed above,
which are organized as Massachusetts Business Trusts ("MBTs"). A stockholder
vote is required to amend the existing Declarations (the "Existing
Declarations") under certain circumstances. The proposed amendments to the
Existing Declarations (the "Amendments") would provide the Directors with broad
authority to amend the Declarations without a vote of stockholders. The
proposed Amendment to each Declaration is set forth below:
The Trustees may by vote of a majority of the Trustees then in office
amend or otherwise supplement the Declaration by making an amendment, a
Declaration supplemental hereto or an amended and restated Declaration.
The Amendment would replace Article VIII, Section 8 for the ABT Declaration in
its entirety and would replace certain portions of Section 9.3 for the AEXR and
AMIF II Declarations. The Declarations for AEXR and AMIF II will continue to
require the express consent of any affected stockholder or director for the
repeal of limitations on personal liability and prohibitions of assessment on
stockholders and will also continue to specify certain procedural requirements
relating to amendments to the Declarations.
By allowing future amendments of a Declaration without stockholder approval,
the Amendments would remove limits on the Directors' authority to take actions
that they believe would be in the best interests of the Funds. The Amendments
give the Directors the necessary authority and flexibility to react quickly to
changes in legal and regulatory conditions without the cost and delay of a
stockholder meeting when the Directors determine that the action is in the best
interests of the Funds.
The Funds are subject to comprehensive regulation under the 1940 Act and
Massachusetts law and a Board would still be required to submit a future
amendment to a Declaration to a vote of a Fund's stockholders if applicable law
were to require such a vote. Currently, Massachusetts law does not require a
stockholder vote on amendments to a declaration of trust unless the declaration
otherwise provides. In addition, Rule 17a-8 under the 1940 Act requires a
stockholder vote for combinations of affiliated funds where material changes to
a fund's fundamental policies, investment advisory agreement, board of
directors or distribution plan would result from the combination.
B. OTHER AMENDMENTS OF DECLARATIONS
In connection with approval of the Amendments, the Board considered and
approved the Adviser's recommendation to adopt certain other amendments to the
AEXR, AMIF II and ABT Declarations. These amendments will become effective only
if stockholders approve Proposal 3. The Directors could approve these
amendments after the Meetings if stockholders approve Proposal 3, but we want
stockholders to understand the other proposed amendments approved by the
Directors. These amendments are intended to enable the Directors to take
actions that would be in the
best interests of stockholders without the cost and delay of obtaining a
stockholder vote and to improve efficient administration of the Funds under the
Declarations.
Provisions of the Existing Declarations for these Funds require a stockholder
vote to approve a reorganization or merger of a Fund ("Reorganization
Provision") and, with respect to AEXR and AMIF II, termination of the trust
("Termination Provision") and liquidation of a series or class ("Liquidation
Provision"). The Directors approved amendments to the Reorganization Provision,
the Termination Provision and the Liquidation Provision that would eliminate
the stockholder vote requirement unless a stockholder vote is required by the
1940 Act or other applicable law. The stockholder vote requirement in the
Reorganization Provision, Termination Provision and Liquidation Provision was
historically included in the declarations of MBTs and is now uncommon.
Conforming amendments would also be made to sections of the relevant
Declarations that set forth the items for which stockholders have the power to
vote. These sections are Section 7.1 of the AEXR and AMIF II Declarations and
Article V, Section 1 of the ABT Declaration.
The Board also considered and approved the Adviser's recommendation that they
approve certain other administrative amendments to the Declarations as follows:
1. Quorum Requirements. The AEXR, AMIF II and ABT Declarations establish higher
quorum requirements for a stockholder meeting than those of many of the other
Funds. For AEXR and AMIF II, the quorum requirement is a majority of the shares
entitled to vote and, for ABT, the quorum requirement is 40% of the shares
entitled to vote. The higher quorum requirements may impede the conduct of a
stockholder meeting because action cannot be taken unless a quorum is present.
The Board considered and approved the Adviser's recommendation to amend the
quorum requirement to reduce it to 30% of the shares entitled to vote. A lower
quorum will reduce the likelihood of the expense and delay of adjourning a
meeting or resoliciting stockholders should a quorum not be present in person
or by proxy. The revised quorum requirement is similar to the quorum
requirements applicable to a majority of other Funds, which is one-third of the
shares entitled to vote. The Directors have also approved an amendment to the
Bylaws of AEXR and AMIF II in order to conform the quorum requirements to their
amended Declarations.
2. Record Date. The AEXR and AMIF II Declarations provide that the Directors
may set a record date not more than 60 days prior to the date of any
stockholder meeting. This record date period is shorter than the 90-day period
applicable to other Funds and may make it more difficult for the Funds to
timely deliver proxies to stockholders and solicit stockholder votes. The
Directors considered and approved the Adviser's recommendation for the
amendment of the record date requirement to authorize the Directors to set a
record date not more than 90 days prior to the date of a stockholder meeting.
3. Director Meetings. The AEXR and AMIF II Declarations require an annual
meeting of the Directors to be held not later than the last day of the fourth
month after the end of a Fund's fiscal year end. These provisions impose
unnecessary requirements upon the holding of Director meetings. The Board
considered and approved the Adviser's recommendation to approve amendments to
the Declarations to eliminate these provisions.
Approval of Proposal 3 with respect to each Fund requires the affirmative vote
of a pluralitymajority of the votes cast.
15shares entitled to vote. The Board, including the
Independent Directors, of each Fund unanimously recommends that the
stockholders of each Fund vote FOR Proposal 3.
PROPOSAL TWO
THEFOUR
AMENDMENT AND RESTATEMENT OF THE CHARTER
OF EACH FUNDCHARTERS FOR CERTAIN FUNDS ORGANIZED AS A MARYLAND
CORPORATION
All Funds Except:
Exchange Reserves, ABT, AMIF II and TAPCORPORATIONS
ABS, ABSS, ACF, ACOF, AEIF, AGREIF, AGTGF, AGCF, AGIF, AHIF, AIGF, ALCGF
Each Fund subject to this Proposal is organized as a Maryland corporation and
is subject to the Maryland General Corporation Law ("MGCL"). Under the MGCL, eacha
Fund is formed pursuant to a charter (each a "Charter") that sets forth various
provisions relating primarily to the governance of that Fund and powers of the
Fund to conduct business. Each Fund's Board has declared advisable and
recommends to the Fund's stockholders the amendment and restatement of the
Charter forof that Fund. Alliance, the investment adviser to
the Funds,The Adviser advised the BoardsBoard of each Fund that the
proposed amendments have two primary objectives. First, Alliancethe Adviser believes,
and the Directors agree, that it is important to modernize and update the
Charters to take full advantage of the flexibility afforded by the provisions
of the MGCL, as they currently exist or may be changed in the future. Second,
Alliancestockholders of many of the other Funds approved the amendment and restatement
of their Charters in 2005 and the Adviser believes and the Directors agree that
it is beneficial for all of the Funds' Charters shouldto be standardized so that
there will beare no differences among the Funds. In the past, the existence of
different Charter provisions has imposed burdens in administering the Funds
and, in some cases, limited athe Board's or Fund's powerauthority to take actions that would
benefit that Fund and its stockholders.
Many of the amendments are technical amendments that are designed to allow a
Fund's Board to take full advantage of the provisions of the MGCL. Some of the
Funds are older Funds. In fact, three of the Funds predate the 1940 Act. Since their formation, law and industry practice have
changed significantly, and the Charters for these Funds contain significant
variations from the Charters of more recently organized Funds. Some provisions
of these Charters are now obsolete because they are regulated by the 1940 Act
or the MGCL and are no longer required in the Charters. Other provisions
conflict with, or permit activities prohibited by, federal law or the MGCL.law. For these reasons, Alliancethe
Adviser recommended to the Boards the amendment and restatement of the Charters
as discussed below in order to modernize and standardize them, which will
facilitate a Board's ability to direct the management of the business and
affairs of a Fund as it deems advisable and in accordance with the Fund's best
interests. Each Board recommends that stockholders approve the amendment and
restatement of the Charter for their Fund./1/Fund.1 The amendment and restatement of
each Charter will be accomplished by repealing in their entirety all of the
existing Charter provisions and substituting in lieu thereof the new provisions
set forth in the Form of Articles of Amendment and Restatement (each a "New
Charter" and, together, the "New Charters") attached as Appendix D.C. A detailed
summary of the amendments is set forth below. If a stockholder of any Fund
would like a copy of the current Charter for that Fund, please write to
Dennis
BowdenKristine Antoja at Alliance Capital ManagementAllianceBernstein L.P., 1345 Avenue of the Americas, New
York, New York 10105.
- --------
1 Some Funds are organized as series funds and they may have separate
portfolios that are regarded as separate investment companies under the 1940
Act. However, all portfolios of a Fund are governed by the same Charter and
stockholders of each series will vote on the proposed charter amendments.
Therefore, if approved by the stockholders, a New Charter (defined below)
will govern all of the portfolios operated by its Fund.
If approved, the New Charters will give a Board more flexibility and broader
powerauthority to act than do the current Charters.existing charters. This increased flexibility mayis
intended to allow a Boardthe Directors to react more quickly to changes in competitive
and regulatory conditions and as a consequence, may allow the Funds to operate in a more efficient
and economical manner.
While each of the New Charters of the Funds are generally the same (except for
variations with respect to authorization and classification of stock), as
explained above, manysome of the Funds' existing Charters are significantly
different. So, the actual provisions being repealed or amended will vary from
Fund to Fund. The proposed amendments to the Charters fall generally under four
broad categories: (i) series and class structure and related provisions;
(ii) stockholder voting provisions; (iii) mandatory and other redemption
provisions; and (iv) liability exculpation and indemnification and expense advance provisions. Certain of the older Funds
have additional categories. The following discusses the material changes for
the Funds within these broad categories and the additional categories,
discusses the Boards' recommendations as to each amendment, and identifies each
Fund for which an amendment is applicable.
- --------
1. Some Funds are organized as series funds and they may have separate
portfolios that are regarded as separate investment companies under the 1940
Act. However, all portfolios of a Fund are governed by the same Charter.
Therefore, if approved by the stockholders, a New Charter (defined below)
will govern all of the portfolios operated by its Fund.
16
A. Series and Class Structure and Related Provisions
AllianceSERIES AND CLASS STRUCTURE AND RELATED PROVISIONS
The Adviser recommended, and the Boards declared advisable, the proposed
amendments concerning the establishment and administration of series and
classes/2/classes2 of the Funds' stock to update the Charters and to provide the Funds'
Boards with the broadest flexibility to act with respect to series or classes
of stock under the MGCL subject to the 1940 Act. The New Charter provisions
would clarify the classification and designation of stock and the allocation of
assets and expenses among series or classes of stock and a Board's powers with
respect to these allocations. These changesproposed amendments are intended to improve
administration of the Funds and would not affect the management of the Funds.
The New Charters contain provisions that:as
follows:
. Provide for the automatic readjustment of the number of authorized shares
of a class or series of a Fund that are classified or reclassified into
shares of another seriesclass or classseries of the Fund. This change is
administrative and provides for automatic readjustment in the number of
shares in the charter where changes are made to one series or class.
See New Charter,
Article Fifth, Section 1.All Funds.
. Clarify that the Directors have sole discretion to allocate the Fund's
general assets not otherwise identifiable as belonging to a particular
series or class to and among one or more series or classes and to provide
that any general assets allocated to a series or class will irrevocably
belong to that series or class.
All Funds.
. Provide that debts, liabilities, obligations and expenses of a series or
class are enforceable only with respect to that series or class and not
against the assets of a Fund generally.
All Funds.
. Provide that the Directors may establish a specified holding period prior
to the record date for stockholders to be entitled to dividends (deleting
for some Funds a requirement that such holding period may not exceed 72
hours) and to provide that dividends or distributions may be paid in-kind.
All Funds.
- --------
2 If a Fund is a series fund, the stockholders of each portfolio own shares of
a specific series of stock. Stock of a specific series (or portfolio) may be
divided into more than one class of shares.
. Clarify that (i) debts, liabilities, obligations and expenses of a series
or class shall be charged to the assets of the particular series or class
and (ii) the Directors' determination with respect to the allocation of
all debts, liabilities, obligations and expenses is conclusive.
(i) All Funds except ABS and AGIF. (ii) Applicable only to ACF and AGTGF.
. Permit the Board discretion to provide for the automatic conversion of any
share class into any other share class to the extent disclosed in the
Fund's registration statement and permitted by applicable law and
regulations and replace, to the extent applicable, specific conversion
provisions with respect to a class or series.
All Funds except ABSS, ACOF, AGREIF and AGCF.
. Clarify that redeemed or otherwise acquired shares of stock of a series or
class shall constitute authorized but unissued shares of stock of that
series or class and, in connection with a liquidation or reorganization of
a series or class of a Fund in which all outstanding shares of such class or
series are redeemed by the Fund, that all authorized but unissued shares
of such class or series shall automatically be returned to the status of
authorized but unissued shares of common stock, without further
designation as to class or series. This change is for
administrative flexibility and avoids the necessity to authorize the
issuance of additional shares when shares had been previously authorized
by the Board. See New Charter, Article Fifth, Section 10(e).
. Clarify that each Fund's Board has sole discretion to allocate the Fund's
general assets and provide that any general assets allocated to a series
or class will irrevocably belong to that series or class. This clarifying change makeswould have no
practical effect on the Board's discretion explicit in the New Charters and conforms
provisions in the New Charter to the MGCL. See New Charter, Article
Fifth, Sections 3 and 4.
. Clarify that debts, liabilities, obligations, and expensesoperation of a series or
class shall be charged to the assets of the particular series or class
and to provide that a Board's determination with respect to the
allocation of all debts, liabilities, obligations and expenses will be
conclusive. This change conforms provisions in the New Charter to the
MGCL and makes the Board's powers to determine allocations of debts,
liabilities, obligations and expenses explicit. See New Charter, Article
Fifth, Section 5./3/Fund.
All Funds Except: ABF, Balanced Shares, and Growth & Income
. Provide that debts, liabilities, obligations and expenses of a series or
class are enforceable only with respect to that series or class and not
against the assets of a Fund generally. This change would clarify that
the debts, liabilities, obligations and expenses of one series or class
of a Fund are enforceable only with respect to that series or class,
which is consistent with a provision of the MGCL that protects the
stockholders of a Fund's other series or classes of stock. See New
Charter, Article Fifth, Section 5.
. Provide that a Fund's Board may establish a specified holding period
prior to the record date for stockholders to be entitled to dividends
(deleting for most Funds a requirement that such holding period may not
exceed a maximum of 72 hours) and to provide that dividends or
distributions may be paid in-kind.
This change gives the Board the discretion to specify holding periods
rather than specifying them in the Charter and provides the Board with
flexibility in the payment of dividends, whether in cash or in-kind. See
New Charter, Article Fifth, Section 7.
- --------
2. If a Fund is a series fund, the stockholders of each portfolio own shares of
a specific series of stock. Stock of a specific series (or portfolio) may be
divided into more than one class of shares.
3.Funds.
B. STOCKHOLDER VOTING PROVISIONS
The amendments to the Charters for ACF and Global Technology include only
the second provision regarding a Board's determination being conclusive.
17
. Permit a Fund's Board discretion to provide for the automatic conversion
of any share class into any other share class to the extent disclosed in
the applicable registration statement and permitted by applicable laws
and regulations. The change gives the Board broader flexibility to
determine class conversions between classes. See New Charter, Article
Fifth, Section 11.
Americas Government Income, ABF, Balanced Shares, ACF, Emerging Market,
Growth & Income, Global Technology, International Growth, Large Cap
Growth, Mid-Cap Growth, AMIF, Multi-Market Strategy, and Utility Income
. Add a provision, where necessary, that all persons who acquire stock or
other securities of a Fund shall acquire the same subject to the Charter
provisions and Bylaws. Consistent with Maryland Law, this change makes it
explicit that a Fund's stockholders are subject to a Fund's Charter and
Bylaws. See New Charter, Article Fifth, Section 15.
All Funds Except: ABF, Balanced Shares, ACF, Growth & Income, Global
Technology, and AMIF
In addition to the New Charter provisions discussed above, AllianceAdviser recommended, and the Boards declared advisable, that the following provisions
be deleted because they are codified under the 1940 Act and/or the MGCL and are
not required to be included in the Charters. The New Charters:
. Delete a provision granting a Board power to increase or decrease the
number of shares in a class pursuant to classification or
reclassification.
ABF, Global Technology, and AMIF
. Delete as obsolete a provision prohibiting a Board from reducing the
number of shares of any class below the number of outstanding shares.
ACF
. Delete a provision permitting a Board to designate unissued stock as a
class or series of preferred or special stock excluded from the
definition of "senior security".
ABF, ACF, and AMIF
B. Stockholder Voting Provisions
Alliance recommended, and the Board declared advisable, proposed minor
changes to each Fund's voting provisions. These changes are intended to give
the BoardDirectors more flexibility in setting voting requirements consistent with
current MGCL provisions and the best interests of stockholders.the Funds. These changes also
clarify quorum requirements at meetings for specific classes or series and for
a Fund as a whole. These changes would not affectThe proposed amendments are as follows:
. Permit, if approved by the management of a Fund. The
New Charters contain provisions that:
. Permit,Directors as to any matter submitted to
stockholders, a Fund to calculate the number of votes to which
a stockholder isstockholders are entitled to cast on such matter based on the NAVbasis of the net
asset value of shares rather than on the basis of one vote for each share
outstanding. VotesA Fund would be so calculated only if approved
in advance by a Fund's Board, and only if the Fund first obtains anrequired to obtain exemptive orderrelief from the
Securities and Exchange Commission ("SEC") permitting the Fundin order to calculate
stockholder votes entitled to be cast in this manner. This changeamendment would
permit a Boardthe Funds to address circumstances in which there are materiallarge
disparities in NAVnet asset value per share among the series of a Fund with a number of
series
resulting in inequitable voting rights among the stockholders of the
various series in relation to the value of a stockholder's investment.
See New Charter, Article Fifth, Section 8.While the Funds do not currently intend to seek exemptive relief, if the
proposed amendment to the charter is approved, the Funds would be able to
rely upon such relief if it is ever requested and granted without any need
to seek stockholder approval of a charter amendment.
All Funds.
. Permit a Fund's Boardthe Directors to determine that certain matters that are subject to vote
only by a specific series or class or series of athe Fund, rather than by all
stockholders of the Fund as a single class. The Board would have this
discretion onlyclass, for matters that are not
otherwise prescribed under the
1940 Act or other applicable law. The existing Charterscharters currently provide that
stockholders of a specific class or series of stock will vote on issues pertaining only to
that class or series of stock. The second changeclass. This amendment is intended to clarify that the BoardDirectors may
make thethis determination of whether an issue pertains only to a particular class
or series wherewhen it is not otherwise specified by law. See New Charter, Article Fifth, Section 8.
18
. ClarifyIn addition, the proposed
amendments would clarify that, where the Charter (in addition to applicable laws) mandates
a separate vote by holders of one or more series or classes of a Fund's
stock, a quorum will be determined by the number of shares the holders of
which are present in person or by proxy at the meeting of stockholders of
that specific class or series rather than for the Fund as a whole. See
New Charter, Article Seventh, Section 3.
All Funds Except: Global Technology
. Provide that, in order to hold a stockholder vote holders of one-third
(deleting a majority requirement) of a Fund's shares must be present in
person or by proxy to constituteis
required, a quorum for the vote, except with
respect to any matter which, under applicable statutes, regulatory
requirements or the New Charter, requires approvalwould be determined by a separate vote of
one or more series or classes of stock, in which case, the presence in person or by
proxy of the holders of shares entitled to cast one-third of the votes entitled to be cast by holders of shares of eachthat series or class entitled to vote as a series or class onat
the matter will constitute
a quorum. See New Charter, Article Seventh, Section 3.
Balanced Shares, Growth & Income, Global Technology, and Mid-Cap Growthmeeting.
All Funds.
C. Mandatory and Other Redemption Provisions
AllianceMANDATORY AND OTHER REDEMPTION PROPOSALS
The Adviser recommended, and the Boards declared advisable, the proposed
changes to give the Boards more flexibility to redeem stockholder accounts that fall below
a certain threshold. Alliance advised the Boards that small accounts are costly
for a Fund to maintain, often at the expense of larger stockholders. Certain of
the existing Charters provide that a Board may cause a Fund to redeem a
stockholder's shares of the Fund if, after a redemption, in certain cases, or
otherwise in other cases, the amount that the stockholder has invested in the
Fund falls below a specified minimum dollar amount (usually $200) or such other
amount that the Board may determine./4/ For most of the Funds, the Boards have
approved a minimum dollar amount of $500. This provision also includes a cap on
the dollar amount that a Board may set (typically, up to $5,000,000) and a
stockholder notice requirement. The amendments recommended by Alliance, and
declared advisable by the Boards, would give a BoardDirectors greater administrative flexibility to determine when it is in
the best interests of a Fund to redeem shares or to impose fees upon
redemptions. For example, small accounts by givingare costly for the Board sole discretionFund to maintain,
often at the expense of larger stockholders. Although the Directors have the
ability to set mandatory redemption amounts within the limits currently set
forth in the charters, the proposed change would provide the Directors with
maximum flexibility to set mandatory redemption amounts that are appropriate
for a Fund's circumstances as well as to determine the method and timing of
notice to stockholders. The Directors are expected to consider a recommendation
of the Adviser that they approve an increase in the mandatory thresholdredemption amount
for redemption.the Funds of $1,000, rather than the current $500, in the near term. In
addition, these amendments would delete the notice
provision and permit a Board to cause a Fund to makeeffect
mandatory redemptions for other purposes, such as for a reorganization or
liquidation of thea Fund as nowor one or more of its series or classes, which are
generally permitted by relatively recent amendmentsthe MGCL to the MGCL.be undertaken without stockholder approval.
If these changes are adopted, upon approval by athe Board, the typical Fund
reorganization or liquidation will require only the stockholder approval
required under the 1940 Act, if any. The New Charter provisions:proposed amendments are as follows:
. ClarifyEliminate the specified dollar amount for mandatory redemptions included
in the charters.
All Funds.
. Provide the Board with the sole discretion to set a mandatory redemption
threshold for small accounts.
ABS, AGTGF and AGIF.
. Permit the mandatory redemption of an account if it is below the small
account threshold established by the Board (rather than only in the event
the account is below the threshold because of redemptions).
AGTGF.
. Eliminate the current stockholder notice requirement, which requires that
a Fund may redeem shares at NAV wheregive 30 or 45 days' notice to stockholders prior to a stockholder failsmandatory
redemption.
All Funds except ABS and AGIF.
. Eliminate a cap on the minimum account amount for mandatory redemptions.
All Funds.
. Amend mandatory redemption provision to maintain a minimum amount determined bygive the Fund's Board in its sole
discretion. See New Charter, Article Fifth, Section 10(c).
. Provide that a Fund's Board may cause a Fundthe authority to
redeem shares for "any
other purposes",purposes permitted under the MGCL, such as
liquidations or reorganizations, subject to the 1940 Act, such as a reorganizationrequirements of the Fund. See New Charter, Article Fifth, Section 10(c).
Alliance recommended,1940
Act.
All Funds except ABS and the Boards declared advisable,AGIF.
For all Funds except ABS, ACOF, AGCF and AGREIF, the proposed changes discussed below to clarify that a Boardamendments would
broaden the range of fees, which may impose certain fees upon
redemption. The existing Charters for certain Funds provide that a Board may
impose a redemption charge orcurrently include deferred sales charge./5 /For these Funds, the
changes would add acharges
and/or redemption fee or "other amount" (e.g., shareholder
transaction fees) to the fees, that amay be imposed at the time of redemption if
approved by the Board and consistent with applicable law. The amended
provisions would refer to "deferred sales charges, redemption fees or other
amounts" that may impose. These changes would give
a Board increased flexibility to impose feesbe imposed upon the redemption where they
determine that to do so would be in the best interests of a Fund. For example,
under the flexibility provided by this revision, a Boardshares. The Directors could
determine to
imposethat a redemption fee to discourage market timing in a Fund. This flexibility
is consistent with the requirements of Rule 22c-2 under the 1940 Act, which
requires a Fund's Board to determine whether it is necessary orcould be
appropriate to
impose a redemption fee or whether a redemption fee is not necessary or
- --------
4. All Funds Except: Balanced Shares, Growth & Income and Mid-Cap Growth.
5. Utility Income, International Growth, Emerging Market, Large Cap Growth, and
Multi-Market Strategy.
19
not appropriate. In connection therewith, the Charters also would be changed to
provide that redemption proceeds be reduced by any applicable redemption fee,
"other amount", or contingent deferred sales charge. These provisions would be
extended to all series and classes of stock offor a Fund and would:
. Clarify that a Board maythe proposed amendments would give the Directors
maximum flexibility to impose a redemption charge, deferred sales
charge, redemption fee or "other amount" upon redemption. See New
Charter, Article Fifth, Section 10(a).
Americas Government Income, ABF, Balanced Shares, ACF, Emerging Market,
Growth & Income, Global Technology, International Growth, Large Cap
Growth, Mid-Cap Growth, AMIF, Multi-Market Strategy, and Utility Income
. Clarify that redemption proceedssuch fees. Other amounts could include, for
example, stockholder transaction fees. This amendment would be reduced by anymade applicable
redemption
fee, "other amount" or contingent deferred sales charge. See New Charter,
Article Fifth, Section 10(b).
Americas Government Income, ABF, Balanced Shares, ACF, Emerging Market,
Growth & Income, Global Technology, International Growth, Large Cap
Growth, Mid-Cap Growth, AMIF, Multi-Market Strategy, and Utility Incometo all classes of shares. The following changes are intended to conform the redemption provisions to
those permitted under the 1940 Act and the MGCL and to give a Fund's Board
greater flexibility in overseeing the management of its Fund. These changesproposed amendments would provide the BoardFunds with
greaterthe flexibility into impose such fees, although the administrationAdviser has no current
intention to recommend additional stockholder fees.
D. INDEMNIFICATION PROVISIONS
The charters of a Fund and
make the Board's role in setting redemption procedures explicit. The changes
would not result in any modification to the redemption procedures disclosed in
a Fund's prospectus. The New Charter provisions:
. Allow a Board to establish procedures for the redemption of stock. See
New Charter, Article Fifth, Section 10(a).
ABF, Balanced Shares, ACF, Growth & Income, Global Technology, Mid-Cap
Growth and AMIF
. Delete a provision retiring shares that are redeemed or repurchased by a
Fund without specification as to the purpose for the
redemption/repurchase.
Balanced Shares, ABF, Growth & Income, Global Technology, and AMIF
. Delete a provision specifying circumstances when the Fund may suspend
redemptions.
Global Technology
. Delete a provision authorizing a Fund, upon Board authorization, to buy
back shares at a price not exceeding NAV by an agreement with
stockholders.
ABF, Balanced Shares, ACF, Growth & Income, Mid-Cap Growth, and AMIF
. Delete a provision that all shares shall be "subject to redemption" and
redeemable under MGCL.
Balanced Shares and Growth & Income
. Delete provisions that a stockholder's right of redemption may be subject
to a Fund having surplus available for redemption purposes and that the
Fund shall sell any securities it holds to provide cash for redemption.
Balanced Shares and Growth & Income
D. Liability Exculpation and Indemnification and Expense Advance Provisions
The existing Charter or Bylaws of each Fund generallyFunds provide that, to the maximum extent permitted by
the MGCLMaryland law and the 1940 Act, Directors and officers shall not be liable to a
Fund or its stockholders for money damagesdamages. Moreover, the charters or Bylaws of the Funds provide
that, to the maximum extent permitted by Maryland law and the 1940 Act,
Directors and officers shall be indemnified by the FundFunds and shall have
expenses advanced by the Fund. Alliance
recommendedFunds. The proposed amendments to each Board, and each Board declared advisable, that each Fund's
Charter be revised to clarify, or where necessary, to specifycertain of the
charters would specifically provide that a Fund has the power to indemnify and
advance expenses to its Directors and officers to the 20
maximum extent permitted
by the 1940 Act and the MGCL. The 1940 Act and the
MGCLproposed amendments would also, among other
things:
. Clarify or provide extensive regulation of the indemnification that, a Fund may
provide to its Directors and officers. Alliance advised the Boards that the
proposed changes to the existing Charters are intended only to make the
indemnification provisions clearer and would not change a Fund's existing
indemnification obligations to a Fund's Directors and officers. Each Fund's
Board believes that it is important for a Fund to be able to limit the
liability of its Directors and officers to the maximum extent permitted by Maryland law
and indemnify and advance expenses to the maximum extent permitted by law in
order to promote effective management and oversight of the Funds. More
restrictive indemnification provisions may make it difficult to attract and
retain qualified Directors and officers. These changes update each Fund's
indemnification provisions consistent with the current industry standard as
permitted under the 1940 Act, and Maryland law./6/
The indemnification provisions ina Fund has the New Charters will:
. Authorize a Fundpower to obligate itself to indemnify and
advance expenses to a director or officer.
All Funds (new provision for ABS and AGIF).
. Allow a Fund, with approval of the maximum extent permitted byDirectors, to indemnify and advance
expenses to any person who served as a director for a predecessor of the
MGCL. See New Charter, Article
Eighth, Section 2.Fund in a capacity that may be indemnified under the Fund's charter.
All Funds.
. ExtendProhibit retroactive changes to the indemnification provisions in a Fund's
Bylaws. (Similar non-retroactivity provisions already cover charter
provisions.)
All Funds except ABS and AGIF.
. Prohibit retroactive changes to the indemnification provisions in a Fund's
Charter or Bylaws.
ABS and AGIF.
. Vest in the Funds the power to indemnify and advance expenses to a Fund's
Directors and officers who, while serving as such for thea Fund, also serve
at thea
Fund's request in a like position of another enterprise and are subject to
liability by reason of their service in such capacity.
See New
Charter, Article Eighth, Section 2.
All Funds Except: Global Technology
. Allow a Fund to indemnify and advance expenses, subject to Board
approval, to any person who served as a Director to a predecessor of the
Fund in any capacity that may be indemnified under the Fund's Charter.
See New Charter, Article Eighth, Section 2.except AGTGF.
. Replace the specific 1940 Act limitations on exculpation, indemnification and advance
of expenses in cases of willful misfeasance, bad faith, negligence, or
reckless disregard for duties with a general reference to limitations on
exculpation, indemnification and advance of expenses imposed under the 1940 Act.
See New Charter, Article Eighth, Section 3.
All Funds Except: Balanced Shares, Growth & Income, Global Technology,except ABS, AGIF and AMIF
. Extend the non-applicability to a Director or officer of subsequent
changes to the indemnification policies to subsequent changes made to
indemnification provisions contained in a Fund's Charter or Bylaws. See
New Charter, Article Eighth, Section 4.
. Add a provision that Directors and officersAGTGF.
We are not liable torecommending these amendments because it is important for a Fund or
its stockholders for money damagesto be
able to indemnify and advance expenses to the maximum extent providedpermitted by law.
See New Charter, Article Eighth, Sectionlaw
in order to promote efficient and effective management of the Fund. More
restrictive indemnification provisions may make it difficult to attract and
retain qualified Directors and officers notwithstanding the protective
provisions in the Funds' Bylaws and the fact that the Directors have the
benefit of insurance.
E. OTHER REVISIONS FOR SPECIFIC FUNDS
1.
ABF, and Mid-Cap Growth
E. Other Revisions for Specific Funds
(i) Corporate Purpose
The existing Charters of certain Funds enumerate a list of specific powers of
those
Funds. The proposedthe Fund. Proposed changes would delete these provisions and each such Fund's
Charter would provide instead that athe Fund hasshall have all powers permitted by
the MGCL. A Fund is not required to list specific powers in its Charter and
the currentthis specificity may limithinder a Fund's poweroperations and the Directors' flexibility
in determining appropriate actions for a Fund to undertake. The specific list
may restrict the Fund's powerability to undertake certain activitiesbe competitive in the market without
incurring the cost and delay of a stockholder vote
- --------
6. The proposed amendments would add the standardized indemnification
provisions to the Charter for Mid-Cap Growth. Such provisions are now
included in the Fund's Bylaws.
21
and to respond quickly to
regulatory developments to the detriment of the Fund. Changing the existing Charters to giveBy providing a Fund with
all the powers permitted under the MGCL, the proposed amendments will give a
Fund greater flexibility. The New Charters:and its Directors broader flexibility to administer and operate the Funds.
. Delete specific powers of a Fund, and provide instead that a Fund shall
have all powers conferred upon it or permitted by the MGCL.
ABF, Balanced Shares,ABS, ACF, Growth & Income, Global Technology, Mid-Cap
Growth,AGIF and AMIF
(ii)Board of Directors
The New Charter would provide that the minimum number of Directors for a
Fund shall be oneAGTGF.
2. Dividends and eliminate the maximum number of Directors provided in the
existing Charters. The current Charters generally provide for a minimum of two
or three and a maximum of twenty Directors. Alliance advised the Boards that
this change would give the Boards flexibility to determine the number of
Directors for a Fund based on the specific needs of that Fund. The changes
would also revise the general powersDistributions
Two of the BoardsFunds, ABS and explicitly permit the
Boards to authorize the issuance of stock and other securities without
stockholder approval. In several cases, changes would delete unnecessaryAGIF, have various provisions relating to the Boards.dividends
and distributions. Such provisions were presumably considered customary and
desirable when these Funds were formed in 1932, but they are now obsolete or
unnecessary. The proposed changes recommended by
Alliance,amendments would eliminate these and declared advisable by the Boards, would provide greater
flexibility for a Board to oversee a Fund, especially the power to authorize
the issuance of shares to the extent permitted by the MGCL. The New Charters:
. Provide that the minimum number of Directors for a Fund shall be one. See
New Charter, Article Sixth.
ABF, Balanced Shares, ACF, Growth & Income, Global Technology, Mid-Cap
Growth, and AMIF
. Expand the general powers of a Board and explicitly permit the Board to
authorize the issuance of stock and other securities without stockholder
approval. See New Charter, Article Seventh, Section 1(c).
ABF, Balanced Shares/7/, ACF, Growth & Income/7/, Global Technology,
Mid-Cap Growth, and AMIF
. Delete an unnecessary provision permitting Directors to be compensated
for their services.
Mid-Cap Growth
. Delete an unnecessary provision that Directors need not be Maryland
residents or stockholders of the Fund.
Mid-Cap Growth
. Deleterelated
unnecessary provisions permitting election of Directors by other
methods than by ballot unlessbecause the Fund's Bylaws provide otherwise.
Mid-Cap Growth
(iii)Interested Persons Provisions
The Charters for certain Funds currently permit contracts to provide
services between the Fund and interested persons of the Fund, including
Alliance. Presumably, these provisions were based on provisions in operating
company charters that permit such arrangements. The 1940 Act, rather than the
MGCL, determines and limits transactions between a Fund and its affiliates and
sets forth specific procedures a Fund must follow. The provisions are not
required in a Fund's Charter and may conflict with the provisions of the 1940
Act. The proposed changes will:
. Delete a provision regarding the procedures that a Fund must follow to
enter into a contract with an affiliate.
ABF, ACF, Global Technology, and AMIF
. Delete provisions permitting interested persons to contract to provide
services for a Fund and providing indemnification with respect to those
contracts.
- --------
7. The amendment to the Charters for these Funds includes only the revision to
the general powers of the Board.
22
Growth & Income and Mid-Cap Growth
. Delete provisions that state that contracts with interested persons will
not be void if such interest is disclosed to a Board and that permit an
interested person to be counted towards quorum for a vote to authorize
the contract.
Balanced Shares and Growth & Income
(iv)Dividends and Distributions
The 1940 Act, the MGCL and federal tax laws regulate a Fund'sFunds' method and manner of payingmaking dividends
and making distributions. Provisions relating to
these matters are not necessary in a Fund's Charter and may conflict withdistributions is regulated by the 1940 Act and other requirements. For these reasons, Alliance recommended, andfederal tax law, as well as
applicable limitations on distributions under the Boards declared advisable, that certain provisions be eliminated. The proposedMGCL. These changes will:would not
affect the Funds' current dividend policies.
. Delete a provision requiring athat, in each fiscal year, the Fund toshall distribute annually
approximately the amount of net cash income received by the Fund during
the fiscal year.
Balanced Shares and Growth & Income
. Delete a provision giving a Boardthe Directors discretion to distribute
additional dividends from any assets of a Fund legally available for
payment thereof.
Balanced Shares and Growth & Income
. Delete a provision that requires a Board to sell all dividends and
distributions that are not cash dividends, such as shares of stock of a
company, received by a Fund on its investments and to credit the net cash
proceeds of such sale to cash income and distribute it to stockholders.
Balanced Shares and Growth & Income3. Class Provisions
Certain of the Funds have outdated provisions related to matters that are now
governed by the 1940 Act or exemptions thereto. These changes would not affect
the Funds' current investment policies. The proposed amendments would:
. Delete a provision giving the Board the authority to exclude the
designation of the shares of a Board conclusive determination over which
receipts shall constitute income and which shall constitute principal andclass or series from the allocation thereof.
Balanced Shares and Growth & Incomedefinition of a
"senior security" under the 1940 Act.
ACF.
. Delete a provision, specifying the sources from which dividends may be
paid.
Mid-Cap Growth
. Delete a provision permittingas unnecessary, that permitted distribution to vary
between classesfrom class to class for the purposepurposes of complying with regulatory or
legislative requirements.
ABF, ACF Global Technology, and AMIFAGTGF.
4. Stockholder Voting Provision
Certain of the Funds' Charters are silent on the requirements for a quorum for
transaction of business at stockholders meeting. Recent changes to the MGCL
generally permit, when a charter is silent on the requirements for a quorum at
a stockholders meeting, the Bylaws of a Fund to establish the quorum
requirements. The Bylaws of each of ABS, AGIF and AGTGF generally provide that,
at any meeting of stockholders, the presence in person or by proxy of
stockholders entitled to cast one-third of all the votes entitled to be cast at
such meeting on any matter shall constitute a quorum. The New Charters
establish quorum provisions that are consistent with the Bylaws of ABS, AGIF,
and AGTGF. The Adviser proposed, and the Board deemed advisable, that this
quorum requirement be added to these Funds' Charters. This is the same quorum
requirement included in most other Funds' Charters. The New Charters:
. Provide that the presence in person or by proxy of the holders of shares
entitled to cast one-third of the votes entitled to be cast would
constitute a quorum for a stockholder meeting.
5. Redemption Provisions
The proposed amendments would delete certain provisions relating to redemptions
of shares. These provisions are now unnecessary because the matters covered by
them are governed by Maryland law or the 1940 Act. The proposed amendments
would:
. Delete a provision permittingterminating a Board to set apart assets for dividends
forstockholder's rights at the time a
reserve.
ABF,redemption price has been determined with certain exceptions.
ABS, ACF, Global Technology,AGIF and AMIF
(v) Specific Amendments for Mid-Cap Growth
Alliance advised the Board that the existing Charter of Mid-Cap Growth
includes provisions that are not required to be included in the Fund's Charter
because these matters are regulated by the 1940 Act or the MGCL. In addition,
some of the fundamental policies listed in Proposal 3 are also included in the
Charter and would be deleted. The proposed changes to the existing Charter of
Mid-Cap Growth would delete these provisions as well as others that are
relevant to an operating company, not the Fund, or are otherwise superfluous.
Alliance recommended, and the Board declared advisable, changes that will:AGTGF.
. Delete a provision specifyingthat authorizes a Fund, upon Board approval, to buy
back shares at a price not exceeding net asset value by an agreement with
stockholders.
ABS, ACF, AGIF and AGTGF.
6. Board of Directors
The proposed amendments would provide that the private propertyminimum number of Directors for
a Fund shall be one and eliminate the maximum number of Directors. The minimum
number is currently specified as two or three Directors and the maximum as
twenty (applies to ACF and AGTGF). The proposed amendments would give the
Directors the flexibility to determine the number of Directors that are
appropriate for a Fund's Board based on the specific circumstances of the stockholders is not subjectFund.
The proposed amendments would also revise the general powers of the Board and
explicitly permit the Board to authorize the issuance of stock and other
securities without stockholder approval unless otherwise required by applicable
law. These amendments provide greater flexibility for the Directors to
determine appropriate actions for a Fund, especially to issue shares to the
paymentextent permitted by the MGCL. These changes would not affect the management or
operation of corporate debts.the Funds. The New Charters:
. DeleteProvide that the minimum number of Directors for a provision permittingFund shall be one and
that the number of Directors may be fixed pursuant to the Bylaws.
ABS, ACF, AGIF and AGTGF.
. Expand or clarify that the general powers of a Board and explicitly permit
the Board (i) to fixauthorize the issuance of stock and varyother securities without
stockholder approval.
ABS, ACF, AGIF and AGTGF.
7. Interested Persons Provisions
The Charters for certain Funds currently permit contracts to provide services
between the amount to
be reserved as working capital, to set apart out of any surplusFund and interested persons of the Fund, inincluding the Adviser.
Affiliated transactions are regulated under the 1940 Act rather than the MGCL.
These changes would not affect the Funds' transactions with interested or
affiliated persons, which will remain subject to regulations under the 1940
Act. The proposed amendments would eliminate the following provisions:
. Procedures that a Fund must follow to enter into a contract with an
affiliate.
ACF and AGTGF.
. Provision that permits interested persons to contract to provide services
for a Fund and provide indemnification with respect to the provision of
those services.
AGIF.
. Provisions that state that contracts with interested persons will not be
void if such amountsinterest is disclosed to the Board and for such proper purposes as it shall
23
determine, and to abolish any such reserves or any part thereof; and (ii)
to determine any withdrawal chargethat permit an
interested person to be imposed on the purchase of the
Fund's shares so long as such withdrawal charge is not in excess of the
estimated expensecounted towards a quorum for a vote to the Fund in connection with such purchasesauthorize
that contract.
ABS and not
in excess of 1% of the purchase price, apart from such charge.
. Delete a provision permitting the Board to create committees (which is
permitted in the Fund's Bylaws).
. Delete a provision requiring that the Fund utilize a custodian and
specifying the conditions under which the custodian will operate.
. Delete a provision permitting the Board to determine the manner and
allocation of brokerage commissions.
. Delete a provision requiring notice that any amendments increasing or
decreasing the total number of shares, which the Fund shall have
authority to issue, shall not become effective unless notice of its
adoption by the stockholders of the Fund shall have been mailed to each
stockholder of the Fund who shall have been entitled to vote and who
shall have failed to vote or shall have voted in the negative upon the
question of its adoption, at his address as the same appears on the books
of the Fund, and until at least ten days after such mailing.
. Delete a provision requiring an annual audit of the Fund.
. Delete a provision allowing the Fund to issue fractional shares.
The Board unanimously recommends that the stockholders of each Fund vote
"FOR" Proposal 2.AGIF.
Approval of Proposal 24 with respect to each Fund requires the affirmative vote
of the holders of shares entitled to cast a majority of the votes entitled to
be cast.
24
PROPOSAL THREE AMENDMENT, ELIMINATION, OR RECLASSIFICATION OF
FUNDAMENTAL INVESTMENT RESTRICTIONS
Under Section 8(b) of the 1940 Act, a Fund must disclose whether it has a
policy regarding the following: (1) diversification, as defined in the 1940
Act; (2) borrowing money; (3) issuing senior securities; (4) underwriting
securities issued by other persons; (5) purchasing or selling real estate; (6)
purchasing or selling commodities; (7) making loans to other persons; and (8)
concentrating investments in any particular industry or group of industries
(the "Section 8(b) policies"). Under the 1940 Act, these policies are
"fundamental" and may not be changed without a stockholder vote.
In addition to its Section 8(b) policies, under the 1940 Act a Fund may
designate any other of its policies as fundamental policies (the "Other
Fundamental Policies"). Many of the Funds' Other Fundamental Policies can be
traced back to federal or state securities law requirements that were in effect
when many of the Funds were organized. These restrictions have subsequently
been made less restrictive or are no longer applicable to the Funds. For
example, the National Securities Markets Improvement Act of 1996 ("NSMIA")
preempted many investment restrictions formerly imposed by state securities
laws and regulations (these state laws and regulations are often referred to as
"blue sky" laws and regulations), so those state requirements no longer apply.
As a result, many of the current restrictions unnecessarily limit the
investment strategies available to Alliance in managing a Fund's assets. In
addition, the lack of uniform standards across the Funds leads to operating
inefficiencies and increases the costs of compliance monitoring.
The Board of each Fund considered and approved Alliance's recommendation
that the Fund's Section 8(b) policies be replaced with standardized fundamental
policies. In some cases, one or more of these policies are non-fundamental and
Alliance recommended and the Boards approved the addition of these policies as
fundamental in the new standardized format. In other cases, Alliance
recommended and the Boards approved less restrictive Section 8(b) policies. If
the Proposals are approved with respect to a Fund, only those
investment restrictions that the 1940 Act specifically requires to be
fundamental (i.e., the Section 8(b) policies), as described in Proposals 3.A. -
3.G. will remain fundamental investment restrictions of the Funds. Alliance
also recommended and the Boards approved the elimination of the Other
Fundamental Policies as discussed below in Proposals 3.H. - 3.Z.1. None of the
changes in the Section 8(b) policies or the Other Fundamental Policies is
expected to have a significant effect on the management of the Funds.
Proposal 3.A.
Amendment of Fundamental Policy Regarding
Diversification
Applicable Funds:
All Funds Except:
Americas Government Income, Emerging Market, Greater China, Global Strategic
Income, AMIF - California Portfolio, AMIF - Insured California Portfolio, AMIF
- New York Portfolio, AMIF II - All Portfolios, and Multi-Market Strategy
Proposed New Fundamental Investment Policy: If the proposed amendment is
approved by stockholders, each Fund's fundamental investment policy in effect
would read:
"The Fund is diversified as defined in the 1940 Act."
Discussion of Proposed Modification:
Section 8(b) of the 1940 Act requires an investment company to state whether
it is "diversified" as that term is defined in the 1940 Act. Consequently, the
proposed modification is consistent with the 1940 Act, which only requires that
a Fund state whether it is diversified. The 1940 Act requires that funds
classify themselves as either diversified or non-diversified. The difference is
that diversified funds are subject to stricter percentage limits on the amount
of assets that can be invested in any one company. Specifically, a diversified
fund may not, with respect to 75% of its total assets: (1) invest more than 5%
of its total assets in the securities of one issuer, or (2) hold more than 10%
of the outstanding voting securities of such issuer.
25
In making its recommendation to the Boards, Alliance noted that no change is
being proposed to a Fund's designation as diversified. Instead, the proposed
change would modify a Fund's fundamental investment policies regarding its
sub-classification under the 1940 Act to rely on the definitions of the term
"diversified" in the 1940 Act rather than stating the relevant percentage
limitations expressed under current law. As a result, without a Fund's Board or
stockholders taking further action, the modified investment policy would
automatically apply the requirements of "diversification" under the 1940 Act to
a Fund as those requirements may be amended from time to time.
For those Funds that did not previously have a fundamental policy with
respect to diversification, approval of this proposed modification would result
in the adoption of this policy as a fundamental policy. To the extent that a
Fund has a related policy or a substantively duplicative policy or policies
with respect to diversification, that policy or policies would be eliminated
with the approval of this proposed modification.
Proposal 3.B.
Amendment of Fundamental Policies
Regarding the Issuance of Senior Securities and Borrowing Money
Applicable Funds:
All Funds Except:
International Growth and International Research Growth
Proposed New Fundamental Investment Policy: If the proposed amendment is
approved by stockholders, each Fund's fundamental investment policies regarding
borrowing and senior securities in effect would be combined to read:
"The Fund may not issue any senior security (as that term is defined in the
1940 Act) or borrow money, except to the extent permitted by the 1940 Act or
the rules and regulations thereunder (as such statute, rules or regulations
may be amended from time to time) or by guidance regarding, or
interpretations of, or exemptive orders under, the 1940 Act or the rules or
regulations thereunder published by appropriate regulatory authorities."
"For the purposes of this restriction, margin collateral arrangements,
including, for example, with respect to permitted borrowings, options,
futures contracts, options on futures contracts and other derivatives such
as swaps are not deemed to involve the issuance of a senior security."
Discussion of Proposed Modification:
In making its recommendation to the Boards, Alliance noted that under
Section 18(f)(1) of the 1940 Act, a Fund may not issue senior securities,
except that it may borrow from banks, for any purpose, up to 33 1/3% of its
total assets. Under the 1940 Act, certain types of transactions entered into by
a Fund, including futures contracts, repurchase agreements, short sales, and
when-issued and delayed delivery transactions, may be considered to raise
senior securities issues. Alliance noted that currently, under SEC
interpretations, these activities are not deemed to be prohibited so long as
certain collateral or coverage requirements designed to protect stockholders
are met. The proposed modification makes it clear that collateral arrangements
are not to be deemed to be the issuance of a senior security.
Most of the Funds' current fundamental policies with respect to senior
securities and borrowings are separate policies. The proposed modification
combines the two policies and would automatically conform a Fund's policy more
closely to the exact statutory and regulatory requirements regarding senior
securities, as they may exist from time to time, without incurring the time and
expense of obtaining stockholder approval to change the policy. For Funds that
do not have a policy regarding investments in senior securities as a
fundamental policy, the new policy would, upon stockholder approval, be added
as a fundamental policy.
Certain of the Funds' fundamental policies on borrowings prohibit borrowings
or impose percentage limitations on borrowings. The proposed fundamental policy
for borrowing would permit Funds to borrow up to the
26
full extent permitted by the 1940 Act. The current policies for these Funds
with restrictions on borrowings are listed below:
Current Policy Applicable to:
-------------- --------------
Prohibitions on borrowings. U.S. Government, Quality Bond, Global Technology,
High Yield, Real Estate Institutional, Large Cap
Growth, Mid-Cap Growth, and Real Estate
The proposed fundamental policy for borrowing would permit Funds with
policies imposing the following percentage limitations on borrowings to borrow
up to the full extent permitted by the 1940 Act:
. Up to 20% of assets: . AMIF - All Portfolios and AMIF II - All
Portfolios
. Up to 15% of assets: . Exchange Reserves, Greater China, and
Utility Income
. Up to 10% of assets: . Corporate Bond, Balanced Shares, Global
Health Care, Growth & Income,
Tax-Managed Balanced Wealth, and
Tax-Managed Wealth Preservation
The use of leverage by a Fund is considered speculative and involves risk.
However, there is no current intention that any of these Funds will use this
increased borrowing capability.
Proposal 3.C.
Amendment of Fundamental Policy Regarding
Underwriting Securities
Applicable Funds:
All Funds Except:
Americas Government Income, Emerging Market, Greater China, Global Health Care,
Global Strategic Income, International Growth, Multi-Market Strategy, Wealth
Appreciation, Wealth Preservation, Balanced Wealth, and Tax-Managed Wealth
Appreciation
Proposed New Fundamental Investment Policy: If the proposed amendment is
approved by stockholders, each Fund's fundamental investment policy regarding
underwriting securities in effect would read:
"The Fund may not act as an underwriter of securities, except that the Fund
may acquire restricted securities under circumstances in which, if such
securities were sold, the Fund might be deemed to be an underwriter for
purposes of the Securities Act of 1933, as amended."
Discussion of Proposed Modification:
In making its recommendation to the Boards, Alliance noted that the purpose
of the modification is to clarify that the Funds are not prohibited from
acquiring "restricted securities" to the extent such investments are consistent
with a Fund's investment objective, even if such investments may result in the
Fund technically being considered an underwriter under the federal securities
laws. This amendment would not change the Funds' current policies on investing
in restricted securities, which are considered illiquid securities and under
current SEC guidelines are limited to 15% of a Fund's investments. The
modification standardizes the policy on underwriting across the Funds.
Restricted securities are securities that have not been registered under the
Securities Act of 1933 (the "1933 Act") and are purchased directly from the
issuer or in the secondary market. Restricted securities may not be resold
unless registered under such Act or pursuant to an applicable exemption from
such registration. Restricted securities have historically been considered a
subset of illiquid securities (i.e., securities for which there is no public
market). Alliance noted that because the Funds need to maintain a certain
amount of liquidity to meet
27
redemption requests, the Funds do not typically hold a significant amount of
restricted or other illiquid securities because of the potential for delays on
resale and uncertainty in valuation.
For Funds that did not previously have a fundamental policy with respect to
underwriting securities, approval of this proposed modification would result in
the adoption of this policy as a fundamental policy for those Funds. To the
extent that a Fund has a related or a substantively duplicative policy or
policies with respect to underwriting, that policy or policies would be
eliminated with the approval of this proposed modification.
Proposal 3.D.
Amendment of Fundamental Policy Regarding
Concentration of Investments
Applicable Funds:
All Funds Except
International Growth and International Research Growth
Proposed New Fundamental Investment Policy: If the proposed amendment is
approved by stockholders, each Fund's fundamental investment policy regarding
concentration of investments in effect would read:
"The Fund may not concentrate investments in an industry, as concentration
may be defined under the 1940 Act or the rules and regulations thereunder
(as such statute, rules or regulations may be amended from time to time) or
by guidance regarding, interpretations of, or exemptive orders under, the
1940 Act or the rules or regulations thereunder published by appropriate
regulatory authorities."
Discussion of Proposed Modification:
In making its recommendation to the Boards, Alliance noted that even though
the 1940 Act does not define what constitutes "concentration" in an industry,
the staff of the Securities and Exchange Commission ("SEC") has taken the
position that investment of more than 25% of the value of a Fund's assets in
one or more issuers conducting their principal business activities in the same
industry (excluding the U.S. Government, its agencies or instrumentalities)
constitutes concentration. Under the SEC's guidelines, an industry
classification refers to companies that have economic characteristics that are
not materially different and does not include broad industry sectors such as
the healthcare, technology, utility, or real estate industries. The proposed
change would permit investment in a specific industry up to the prescribed
limits under the 1940 Act and accompanying SEC interpretations, as those limits
are updated from time to time. The proposed amendment would not affect the
Funds' investment policies.
For Funds that did not previously have a fundamental policy with respect to
concentration, approval of this proposed modification would result in the
adoption of this policy as a fundamental policy for those Funds. To the extent
that a Fund has a related or a substantively duplicative policy or policies
with respect to concentration, that policy or policies would be eliminated with
the approval of this proposed modification.
Proposal 3.E.
Amendment of Fundamental Policy Regarding
Investment in Real Estate and Companies that Deal in Real Estate
Applicable Funds:
All Funds Except:
International Growth and International Research Growth
Proposed New Fundamental Investment Policy: If the proposed amendment is
approved by stockholders, each Fund's fundamental investment policy in effect
would read:
"The Fund may not purchase or sell real estate except that it may dispose of
real estate acquired as a result of the ownership of securities or other
instruments. This restriction does not prohibit the Fund from investing in
securities or other instruments backed by real estate or in securities of
companies engaged in the real estate business."
28
Discussion of Proposed Modification:
The 1940 Act requires a Fund to state a fundamental policy regarding the
purchase and sale of real estate. In making its recommendation to the Boards,
Alliance noted that as a general matter, under a Fund's current real estate
investment policy, a Fund is restricted in its ability to purchase and sell
real estate even when ownership of the real estate devolves upon the Fund
through permissible investments. For instance, Alliance noted that it is
possible that a Fund could, as a result of an investment in debt securities of
a company that deals in real estate, come to hold an interest in real estate in
the event of a default. The proposed modification to a Fund's policy on real
estate-related investments would permit the sale of real estate when ownership
of real estate results from permissible investments. The modification also
clarifies that a Fund may invest in real estate-related securities and real
estate backed securities or instruments.
For Funds that did not previously have a fundamental policy with respect to
real estate investments, approval of this proposed modification would result in
the adoption of this policy as a fundamental policy for those Funds. In
addition, to the extent that a Fund has a real estate policy that was put into
place to satisfy state "blue sky" requirements, such as those that address
investment in real estate limited partnerships, any such real estate policy
would be eliminated upon the approval of this proposed modification.
Proposal 3.F.
Amendment of Fundamental Policy Regarding
Investment in Commodities, Commodity Contracts and Futures Contracts
Applicable Funds:
All Funds Except:
International Growth and International Research Growth
Proposed New Fundamental Investment Policy: If the proposed amendment is
approved by stockholders, each Fund's fundamental investment policy in effect
would read:
"The Fund may not purchase or sell commodities regulated by the Commodity
Futures Trading Commission under the Commodity Exchange Act or commodity
contracts except for futures contracts and options on futures contracts."
Discussion of Proposed Modification:
In making its recommendation to the Boards, Alliance noted that the proposed
changes to a Fund's policy make it clear that the Fund may use derivatives.
Futures contracts and options on futures contracts are generally accepted under
modern portfolio management and are regularly used by many mutual funds and
other institutional investors. Except as discussed below, the proposed
amendment would not affect the Funds' investment policies.
Alliance discussed certain of the risks involved in investments in
derivative instruments. Alliance noted that there is the risk that interest
rates, securities prices and currency markets will not move in the direction
that a Fund's portfolio manager anticipates and the risk of imperfect
correlation between the price of derivative instruments and movements in the
direct investments for which derivatives are a substitute. Other risks include
the possible absence of a liquid secondary market for any particular instrument
and possible exchange-imposed price fluctuation limits, either of which may
make it difficult or impossible to close out a position when desired, the risk
that adverse price movements in an instrument can result in a loss
substantially greater than the Fund's initial investment in that instrument (in
some cases, the potential loss is unlimited), and the risk that the
counterparty will not perform its obligations.
For Funds that previously had a non-fundamental policy with respect to
commodities, commodity contracts and futures contracts, approval of this
proposed modification would also result in the adoption of this policy as a
fundamental policy for those Funds. In addition, certain of the Funds have a
fundamental policy that does not permit investments in futures contracts. These
Funds are Corporate Bond, Exchange Reserves, Real Estate Institutional, Mid-Cap
Growth, and Real Estate. If the stockholders of these Funds approve this
proposal, these
29
Funds would have the flexibility to invest in futures contracts. The extent to
which any such Fund may invest in futures contracts will be disclosed in its
prospectus. It is not expected that the adoption of this less restrictive
policy will have any significant effect on the management of the Funds.
Proposal 3.G.
Amendment of Fundamental Policies Regarding Loans
Applicable Funds:
All Funds
Proposed New Fundamental Investment Policy: If the proposed amendment is
approved by stockholders, each Fund's fundamental investment policies regarding
loans in effect would read:
"The Fund may not make loans except through (i) the purchase of debt
obligations in accordance with its investment objectives and policies; (ii)
the lending of portfolio securities; (iii) the use of repurchase agreements;
or (iv) the making of loans to affiliated funds as permitted under the 1940
Act, the rules and regulations thereunder (as such statutes, rules or
regulations may be amended from time to time), or by guidance regarding, and
interpretations of, or exemptive orders under, the 1940 Act."
Discussion of Proposed Modification:
In making its recommendation to the Boards, Alliance noted that the proposed
change clarifies a Fund's ability to engage in securities lending and/or
interfund lending to the extent permitted by the 1940 Act and the then-current
SEC policy. The 1940 Act currently limits loans of a Fund's securities to
one-third of the Fund's assets, including any collateral received from the
loan, provided that loans are 100% collateralized by cash or cash equivalents.
In the future, should the rules and regulations governing loans by mutual funds
change, the proposed restriction would automatically conform to those new
requirements without the need to solicit stockholder votes.
The current restrictions of most Funds are consistent with the current
limitation and the proposed amendment would not affect the Funds' investment
strategies. However, the restrictions are set lower than the maximum allowed
under the 1940 Act for Growth (25%), Tax-Managed Balanced Wealth (25%), and
Tax-Managed Wealth Preservation (25%). If this proposal is approved by
stockholders, the Funds would be permitted to make loans to the maximum extent
permitted by the 1940 Act. This less restrictive lending policy is not expected
to have a significant effect on the management of the Funds.
For Funds that did not previously have a fundamental policy with respect to
making loans, approval of this proposed modification would result in the
adoption of this policy as a fundamental policy for those Funds.
Proposal 3.H.
Elimination of the Fundamental Policy Prohibiting
Joint Securities Trading Accounts
Applicable Funds:
Americas Government Income, Corporate Bond, U.S. Government, Small Cap Growth,
Emerging Market, Greater China, Global Strategic Income, Real Estate
Institutional, Large Cap Growth, AMIF - California Portfolio, AMIF - Insured
National Portfolio, AMIF - New York Portfolio, AMIF - National Portfolio, AMIF
II - All Portfolios, Multi-Market Strategy, Real Estate, and Utility Income
Proposal:
It is proposed that the fundamental investment policy prohibiting
participation in a joint securities trading account be eliminated in its
entirety.
Reasons for the Elimination of the Investment Policy:
In making its recommendation to the Boards to eliminate this policy,
Alliance noted that the fundamental investment restriction on a Fund's
participation in a joint securities trading account was based on the
requirements formerly imposed by state "blue sky" regulators as a condition to
registration. As a result of NSMIA, this
30
policy is no longer required and may be eliminated from a Fund's fundamental
investment policies. Furthermore, Alliance noted that Section 17(d) of the 1940
Act generally prohibits any affiliated person of or principal underwriter for a
Fund acting as principal to effect any transaction in which the Fund is a
joint, or joint and several, participant with such person. Consequently, except
for those transactions that either the 1940 Act or the SEC has deemed, with the
proper level of Board oversight, to pose no problems of overreaching by an
affiliate, a Fund would be required to seek an exemptive order from the SEC
before engaging in the type of activity covered by this policy. Because the
1940 Act and related regulations adequately protect a Fund and its
stockholders, there is no need to maintain this policy.
Proposal 3.I.
Elimination of the Fundamental Policy Prohibiting
Investments for Purposes of Exercising Control
Applicable Funds:
All Funds Except:
U.S. Large Cap, Quality Bond, Global Research Growth, High Yield, International
Growth, International Research Growth, Mid-Cap Growth, AMIF - All Portfolios,
AMIF II - All Portfolios, Growth, Tax-Managed Balanced Wealth, and Tax-Managed
Wealth Preservation
Proposal:
It is proposed that the fundamental investment policy prohibiting
investments made for purposes of exercising control over, or management of, the
issuer be eliminated in its entirety.
Reasons for the Elimination of the Investment Policy:
In making its recommendation to the Boards to eliminate this policy,
Alliance noted that the investment restriction on investing in a security for
the purpose of obtaining or exercising control over, or management of, the
issuer was based on the requirements formerly imposed by state "blue sky"
regulators as a condition to registration. As a result of NSMIA, this policy is
no longer required and may be eliminated from a Fund's investment policies. The
proposed amendment would not affect the Funds' investment strategies.
Proposal 3.J.
Elimination of the Fundamental Policy Prohibiting Investments in Other
Investment Companies Exceeding Specified Percentage Limitations
Applicable Funds:
Americas Government Income, Corporate Bond, U.S. Government, Balanced Shares,
Emerging Market, Exchange Reserves, Growth & Income, Global Research Growth,
Large Cap Growth, Multi-Market Strategy, and Utility Income
Proposal:
It is proposed that the fundamental investment policy on investments in
other investment companies be eliminated in its entirety.
Reasons for the Elimination of the Investment Policy:
In making its recommendation to the Boards to eliminate this policy,
Alliance noted that the fundamental investment policy on investments in other
investment companies was based on requirements formerly imposed by state "blue
sky" regulators as a condition to registration. As a result of NSMIA, this
policy is no longer required to be among a Fund's fundamental investment
policies. Moreover, Alliance noted that in the absence of this policy, the
Funds are still subject to the limitations on investments in other investment
companies imposed on all mutual funds under Section 12(d)(1)(A) of the 1940
Act. In general, under that section, an investment company ("Acquiring Fund")
cannot acquire shares of another investment company ("Acquired Fund") if, after
the acquisition, (i) the Acquiring Fund would own more than 3% of the Acquired
Fund's securities; (ii) more than 5% of
31
the total assets of the Acquiring Fund would be invested in the Acquired Fund;
and (iii) more than 10% of the total assets of the Acquiring Fund would be
invested in other investment companies (including the Acquired Fund).
Stockholders should note that at a meeting held on August 3, 2005, as a
result of Alliance's recommendation, the Boards of the affected Funds adopted a
non-fundamental policy to address investment in other investment companies.
That policy states in effect that: "A Fund may invest in the securities of
other investment companies, including exchange-traded funds, to the extent
permitted under the 1940 Act or the rules and regulations thereunder (as such
statute, rules or regulations may be amended from time to time) or by guidance
regarding, interpretations of, or exemptive orders under, the 1940 Act or the
rules or regulations thereunder published by appropriate regulatory
authorities." Stockholders are not required to approve non-fundamental
policies. The Boards have the flexibility to amend a non-fundamental policy in
furtherance of a Fund's best interests, without the expense and delay of
soliciting a stockholder vote.
To the extent that a Fund has a related policy with respect to investments
in other investment companies, that policy would be eliminated with the
approval of this Proposal.
Proposal 3.K.
Elimination of the Fundamental Policy Prohibiting
Investments in Oil, Gas, and Other Types of Minerals or Mineral Leases
Applicable Funds:
Americas Government Income, Corporate Bond, U.S. Government, Balanced
Shares, Small Cap Growth, Emerging Market, Growth & Income, Global Strategic
Income, Global Technology, Real Estate Institutional, Large Cap Growth, Mid-Cap
Growth, Multi-Market Strategy, Real Estate, and Utility Income
Proposal:
It is proposed that the fundamental investment policy prohibiting Funds from
purchasing oil, gas, and other types of minerals or mineral leases be
eliminated in its entirety.
Reasons for the Elimination of the Investment Policy:
In making its recommendation to the Boards to eliminate this policy,
Alliance noted that the fundamental investment policy on purchasing or selling
interests in oil, gas, or other types of minerals or mineral leases was based
on the requirements formerly imposed by state "blue sky" regulators as a
condition to registration. As a result of NSMIA, this policy is no longer
applicable and may be eliminated from the Funds' investment policies.
Nevertheless, Alliance noted that there are no current expectations that the
Funds will engage in such activities. In the future, should a Fund decide to
engage in such activities, appropriate disclosure regarding the nature and
risks of such investments would be disclosed in a Fund's prospectus and
statement of additional information.
Proposal 3.L.
Elimination of the Fundamental Policy
Restricting Purchases of Securities on Margin
Applicable Funds:
All Funds Except:
ABT - All Funds, Focused Growth & Income, Global Health Care, International
Growth, International Research Growth, and TAP - All Funds
Proposal:
It is proposed that the fundamental investment policy restricting the
purchase of securities on margin be eliminated.
32
Reasons for the Elimination of the Investment Policy:
In making its recommendation to the Boards to eliminate this policy,
Alliance noted that the fundamental investment policies on margin activities
were based on the requirements formerly imposed by state "blue sky" regulators
as a condition to registration. As a result of NSMIA, these policies are no
longer required and may be eliminated from the Funds' fundamental investment
policies. Furthermore, it is unlawful for an investment company, in
contravention of applicable SEC rules or orders, to purchase securities on
margin except for such short-term credits as are necessary for clearing
transactions. Alliance advised the Boards that the SEC has not adopted rules
relating to purchasing securities on margin and the policy is not required to
be fundamental.
At a meeting held on August 3, 2005 for all applicable Funds except Global
Technology, and on August 9, 2005, for Global Technology, after considering
Alliance's recommendation, the Boards of the affected Funds adopted a
non-fundamental policy that reflects the limited exception for purchasing
securities on margin and clarifies that margin deposits in connection with
certain financial instruments do not fall within the general prohibition on
purchasing securities on margin. That non-fundamental policy reads in effect as
follows: "A Fund may not purchase securities on margin, except (i) as otherwise
provided under rules adopted by the SEC under the 1940 Act or by guidance
regarding the 1940 Act, or interpretations thereof, and (ii) that the Fund may
obtain such short-term credits as are necessary for the clearance of portfolio
transactions, and the Fund may make margin payments in connection with futures
contracts, options, forward contracts, swaps, caps, floors, collars and other
financial instruments." Stockholder approval of this non-fundamental policy is
not required. A Fund's Board has the flexibility to amend a non-fundamental
policy in furtherance of the Fund's best interests, without the expense and
delay of a stockholder vote.
Proposal 3.M.
Elimination of the Fundamental Policy
Restricting Short Sales
Applicable Funds:
All Funds Except:
U.S. Large Cap, Focused Growth & Income, Global Health Care, Global Research
Growth, Global Technology, International Growth, International Research Growth,
and TAP - All Funds
Proposal:
It is proposed that the fundamental investment policy on short sales be
eliminated.
Reasons for the Elimination of the Investment Policy:
In making its recommendation to the Boards to eliminate this policy,
Alliance noted that the fundamental investment policies on short sales were
based on the requirements formerly imposed by state "blue sky" regulators as a
condition to registration. As a result of NSMIA, these policies are no longer
required and may be eliminated from the Funds' fundamental investment policies.
The Boards have approved the use by certain of the Funds of short sales as
an investment strategy that is disclosed in the Funds' prospectuses. The risks
of short selling are also disclosed for such Funds in their prospectuses.
Alliance and the Boards believe that it is important for a Fund to have the
flexibility to add or to revise these investment strategies in furtherance of
the Fund's best interests, without the expense and delay of a stockholder vote
that would be required if such strategies were designated as fundamental
policies.
33
Proposal 3.N.
Elimination of the Fundamental Policy Prohibiting Pledging, Hypothecating,
Mortgaging, or Otherwise Encumbering Assets
Applicable Funds:
All Funds Except:
Quality Bond, U.S. Government, High Yield, International Growth,
International Research Growth, Utility Income, Tax-Managed Balanced
Wealth, Tax-Managed Wealth Preservation, and Growth
Proposal:
It is proposed that the fundamental investment policy prohibiting the
pledging, hypothecating, mortgaging, or otherwise encumbering a Fund's assets
be eliminated in its entirety.
Reasons for the Elimination of the Investment Policy:
In making its recommendation to the Boards to eliminate this policy,
Alliance noted that the prohibition on pledging hypothecating, mortgaging, or
otherwise encumbering a Fund's assets was based on the requirements formerly
imposed by state "blue sky" regulators as a condition to registration. As a
result of NSMIA, this policy is no longer required and may be eliminated from
the Funds' fundamental investment policies. Alliance noted that the Funds'
current limits on pledging may conflict with each Fund's ability to borrow
money to meet redemption requests or for temporary emergency purposes or, if
Proposal 3.B. is approved, for any other purpose. This conflict arises because
banks may require borrowers such as the Funds to pledge assets in order to
collateralize the amount borrowed. These collateral requirements are typically
for amounts at least equal to, and often larger than, the principal amount of
the loan. The Funds' current policies, however, could be read to prevent these
types of collateral arrangements and could therefore have the effect of
reducing the amount that the Funds may borrow in these situations. Although
Alliance currently plans, on behalf of the Funds, to engage only in pledging in
connection with borrowing money for redemptions or temporary emergency
purposes, pledging assets could decrease the Funds' ability to liquidate
assets. If the Funds pledged a large portion of their assets, the ability to
meet redemption requests or other obligations could be delayed. In any event,
the Funds' current borrowing limits would remain consistent with limits
prescribed under the 1940 Act.
Proposal 3.O.
Elimination of the Fundamental Policy Regarding Investments in Illiquid or
Restricted Securities
Applicable Funds:
Corporate Bond and Growth & Income
Proposal:
It is proposed that the fundamental investment policy prohibiting or
imposing limitations on investments in illiquid or restricted securities be
eliminated.
Reasons for the Elimination of the Investment Policy:
In making its recommendation to the Boards to eliminate this policy,
Alliance noted that the prohibitions or limitations on investments in illiquid
or restricted securities were required to be deemed fundamental based on the
requirements formerly imposed by state "blue sky" regulators as a condition to
policy. However, as a result of NSMIA, this policy is no longer required to be
a fundamental investment restriction. Alliance does not anticipate that the
proposed change will have a material impact on the operation of the Funds since
the Funds need to maintain a certain amount of liquidity to meet redemption
requests, the Funds do not typically hold a significant amount of illiquid or
restricted securities because of the potential for delays on resale and
uncertainty in valuation. In addition, under current SEC guidelines a Fund must
limit its investments in illiquid or restricted securities that are illiquid
securities to 15% of its assets.
As a result of Alliance's recommendation, the Boards approved a
standardized, non-fundamental policy consistent with the current SEC guidance
that would limit a Fund's investments in illiquid securities, including
34
restricted securities, to not more than 15% of its assets or such other amount
permitted by SEC guidelines. Stockholder approval of this non-fundamental
policy is not required.
Proposal 3.P.
Elimination of the Fundamental Policy Regarding Investments in Warrants
Applicable Funds:
Americas Government Income, U.S. Government, Corporate Bond, Balanced Shares,
Small Cap Growth, Growth & Income, Large Cap Growth, Mid-Cap Growth,
and Multi-Market Strategy
Proposal:
It is proposed that the fundamental investment policy regarding limitations
on investments in warrants be eliminated in its entirety.
Reasons for the Elimination of the Investment Policy:
The Funds listed above have fundamental policies that impose a percentage
limitation on investments in warrants (typically, 5%). In making its
recommendation to the Boards to eliminate this policy, Alliance noted that
state "blue sky" regulators, as a condition to registration, imposed these
policies. However, as a result of NSMIA, this restriction is no longer required
to be a fundamental investment policy. Alliance recommended that the policy
restricting a Fund's investments in warrants be eliminated to permit a Fund the
maximum flexibility to invest in warrants to the extent permissible under
applicable law. Warrants are derivative securities that entitle the holder to
purchase another security at a specified price at any time during the life of
the warrants. Investments in warrants may be considered speculative because
they do not represent any rights in the assets of an issuing company nor do
they entitle the holder to dividends or voting rights. In addition, if the
exercise price of a warrant is above the market price on, or a Fund fails to
exercise the warrant prior to, the expiration date, the warrant will expire
worthless.
The Funds may, subject to Board approval, invest in warrants if this
proposal is approved. This is an investment strategy that will be disclosed in
a Fund's prospectus. Elimination of the fundamental policy would give a Fund's
Board the flexibility to add or revise this investment strategy in furtherance
of the Fund's best interests without incurring the expense and delay of a
stockholder vote that would be required if such a strategy was designated as a
fundamental policy.
Proposal 3.Q.
Elimination of the Fundamental Policy Regarding
Investments in Unseasoned Companies
Applicable Funds:
Corporate Bond, Balanced Shares, Exchange Reserves, Growth & Income,
Large Cap Growth, and Mid-Cap Growth
Proposal:
It is proposed that the fundamental investment policy prohibiting
investments in issuers with less than three years of operations be eliminated
in its entirety.
Reasons for the Elimination of the Investment Policy:
In making its recommendation to the Boards, Alliance noted that the
fundamental investment policy prohibiting investments in issuers that have been
in business for less than three years was based on the requirements formerly
imposed by state "blue sky" regulators as a condition to registration. As a
result of NSMIA, this policy is no longer required and may be eliminated from a
Fund's fundamental investment policies. In recommending the elimination of the
unseasoned issuers policy, Alliance stated its belief that the elimination of
the policy would permit a Fund to further avail itself of investment
opportunities in smaller capitalization, less seasoned companies. To the extent
that a Fund invests in these types of issuers, it may be subject to greater
risks. Such companies
35
may not have experience in operating through prolonged periods of economic
difficulty and, as a result, the price of their shares may be more volatile
than the shares of companies that have longer operating histories.
Related or substantively duplicative policies with respect to investment in
unseasoned issuers would be eliminated upon the approval of the Proposal.
Proposal 3.R.
Elimination of Requirement to Invest in Specific Investments
Applicable Funds:
Balanced Shares, Americas Government Income, Global Technology, and Large Cap
Growth
Proposal:
Eliminate policies that require a Fund to be "balanced" or invest 80% of its
assets in a specific investment.
Reasons for the Proposed Elimination:
ABS has a fundamental policy that requires it to be a "balanced fund."
AAGIT has a fundamental policy that states that the "Fund invests at least
80% of its net assets in debt securities rated investment grade (at least BBB
by Standard & Poor's Ratings Services or Fitch Ratings, or Baa by Moody's
Investors Service, Inc. or better) at the time of investment and may invest up
to 20% of its net assets in non-investment grade debt securities rated, at the
time of investment, at least B- by S&P or Fitch or B3 by Moody's, or, if at the
time of investment, unrated, determined by the Adviser to be of equivalent
quality."
Global Technology has a fundamental policy that states that "under normal
circumstances, the Fund invests at least 80% of its net assets in securities of
companies that use technology extensively in the development of new or improved
products or processes."
Large Cap Growth has a fundamental policy that requires that the Fund
normally "invest at least 80% of its total assets in the equity securities of
U.S. companies."
In making its recommendation to the Boards, Alliance noted these policies
were not required to be fundamental by Rule 35d-1 (the "names rule"). The names
rule requires an investment company with a name that suggests that it focuses
its investments in a particular type of investment have a policy to invest at
least 80% of its assets in the type of investments suggested by the name. The
rule, however, does not require a Fund's named investment policy to be
fundamental. Alliance proposed, and the Board approved, that each Fund's named
investment policy be eliminated consistent with the general principle that
policies should not be fundamental where they are not required to be. Where
required by the names rule, such as for Americas Government Income or Global
Technology, the Funds have an 80% non-fundamental investment policy. These
policies will not be changed without 60 days prior written notice to
stockholders.
Proposal 3.S.
Elimination of the Fundamental Policy Regarding
65% Limitations in Certain Investments
Applicable Funds:
Corporate Bond, U.S. Government, AMIF - Insured California Portfolio, AMIF -
Insured National Portfolio, and Utility Income
Proposal:
It is proposed that a Fund's fundamental 65% investment policy be eliminated.
Reasons for the Elimination of the Investment Policy:
U.S. Government has a fundamental policy that states that the Fund pursues
its objective by investing at least 65% of its total assets in U.S. Government
securities and repurchase agreements and forward contracts relating to U.S.
Government securities.
36
Corporate Bond has a fundamental policy that states that the Fund follows a
policy of maintaining at least 65% of its net assets invested in debt
securities.
AMIF - Insured National Portfolio and Insured California Portfolio each has
a fundamental policy that states that the Fund under normal circumstances
invests at least 65% of its total assets in insured securities.
Utility Income has a fundamental policy that states that the Fund normally
invests at least 65% of its total assets in securities of companies in the
utilities industry.
In making its recommendation to the Boards, Alliance noted that prior to the
adoption of the names rule, SEC staff guidance required that a fund with a name
that suggests that it focuses on a particular type of investment to invest at
least 65% of its assets in such investments. Although these 65% policies were
not required to be fundamental policies, the Funds identified above adopted
fundamental 65% policies. After adoption of the names rule, the Funds adopted
80% non-fundamental policies but did not seek a stockholder vote to eliminate
their fundamental 65% policies.
Elimination of these redundant 65% fundamental policies will give the Boards
the flexibility to change names and investment strategies of the Funds in
response to changes in market conditions without the expense and time delay
associated with obtaining a stockholder vote, although stockholders will
receive at least 60 days prior written notice of any change.
Proposal 3.T.
Elimination of the Fundamental Policy Regarding Purchasing Securities of
Issuers in which Officers, Directors or Partners Have an Interest
Applicable Funds:
Corporate Bond, Balanced Shares, Small Cap Growth, Exchange Reserves, Growth &
Income, Large Cap Growth, and Mid-Cap Growth
Proposal:
It is proposed that the fundamental investment policy prohibiting
investments in securities of companies in which a Fund's officers, Directors or
partners have an interest be eliminated in its entirety.
Reasons for the Elimination of the Investment Policy:
In making its recommendation to the Boards to eliminate this policy,
Alliance noted that these prohibitions were originally adopted to address the
requirements formerly imposed by state "blue sky" regulators as a condition to
registration. As a result of NSMIA, this policy is no longer required and may
be eliminated from the Funds' fundamental investment policies. Eliminating this
restriction would increase Alliance's flexibility when choosing investments on
a Fund's behalf. Alliance further noted that it believes that the policy is
unnecessary because each Fund's Code of Ethics adequately covers and provides
for the monitoring of the Fund's securities purchases and security ownership by
the Fund's officers and directors. In addition, Alliance noted that securities
purchases by a Fund that may pose conflicts of interest are subject to the
restrictions imposed by Section 17 of the 1940 Act and the rules thereunder.
Proposal 3.U.
Elimination of the Fundamental Policy Regarding Purchasing or Selling
Securities Through Interested Parties
Applicable Funds:
Mid-Cap Growth
Proposal:
It is proposed that the fundamental investment policy prohibiting purchases
or sales through interested persons be eliminated.
37
Reasons for the Elimination of the Investment Policy:
The Fund has a fundamental policy that prohibits it from buying or selling
any securities from, to or through its officers or directors or other
"interested persons" except for purchases or sales of Fund shares, or in
transactions on a securities exchange including only regular exchange
commissions and charges. In making its recommendation to the Board to eliminate
the policy, Alliance noted that the 1940 Act does not require that this
prohibition be a fundamental policy of the Fund. Furthermore, this policy
basically restates existing law because the 1940 Act generally prohibits
principal trades between the Fund and interested parties.
Proposal 3.V.
Elimination of the Fundamental Policy Restricting Option Transactions
Applicable Funds:
Americas Government Income, Small Cap Growth, Exchange Reserves, Large Cap
Growth, and AMIF II - All Portfolios
Proposal:
It is proposed that the fundamental investment policies regarding option
transactions be eliminated in their entirety.
Reasons for the Elimination of the Investment Policies:
The Fund's listed above have fundamental policies that impose various
restrictions on options transactions, including prohibitions on the writing of
put and call options except as in accordance with a Fund's investment objective
and policies, or the purchase of puts, calls, straddles, spreads and
combinations that exceed 5% of a Fund's total assets. Large Cap Growth has
additional restrictions on options with respect to: (i) liquidity, (ii) premium
payments, (iii) participation in options over-the-counter when they are
available on an exchange, and (iv) the persons who may serve as a
counterparties in over-the-counter transactions.
In making its recommendation to the Boards to eliminate these policies,
Alliance noted that these restrictions were originally adopted to address the
requirements formerly imposed by state "blue sky" regulators as a condition to
registration. As a result of NSMIA, these policies are no longer required and
may be eliminated from the Funds' fundamental investment policies. None of
these policies are required to be fundamental under the 1940 Act. Consequently,
Alliance recommended that these policies be eliminated.
The Boards may approve investments in options as an investment strategy that
is disclosed in the Funds' prospectus. Investments in options are considered
speculative and a Fund may lose the premium paid for them if the price of an
underlying security decreased or remained the same (in the case of a call
option) or increased or remained the same (in the case of a put option). If a
put or call option purchased by a Fund were permitted to expire without being
sold or exercised, its premium would represent a loss to the Fund. Elimination
of these fundamental policies would give a Fund's Board the flexibility to add
or revise this investment strategy in furtherance of the Fund's best interests
without incurring the delay and expense of seeking stockholder approval.
Proposal 3.W.
Elimination of the Fundamental Policy Regarding
Purchasing Voting or Other Securities of Issuers
Applicable Funds:
Emerging Market, Exchange Reserves, Mid-Cap Growth, and Utility Income
Proposal:
It is proposed that the fundamental investment policy regarding purchasing
voting or other securities be eliminated in its entirety.
38
Reasons for the Elimination of the Investment Policy:
Emerging Market and Utility Income each have a fundamental policy with
regard to voting securities that states that "[t]he Fund may not purchase more
than 10% of any class of the voting securities of any one issuer." Mid-Cap
Growth has a policy that states that "[t]he Fund may not acquire more than 10%
of the voting or other securities of any one issuer." Exchange Reserves has a
fundamental policy that states that "[t]he Fund may not invest in more than 10%
of any one class of an issuer's outstanding securities (exclusive of securities
issued or guaranteed by the United States Government, its agencies or
instrumentalities)."
In making its recommendation to the Boards to eliminate each of these
policies, Alliance noted that a Fund is not required to have a fundamental
policy on its investment in voting or other securities except implicitly in the
context of its noting whether it is a diversified fund. A diversified fund may
not, with respect to 75% of its total assets: (1) invest more than 5% of its
total assets in the securities of one issuer, or (2) hold more than 10% of the
outstanding voting securities of such issuer. Alliance noted that Emerging
Market is not a diversified fund and consequently, it is not subject to the 10%
test. Because these policies are unnecessary in light of the 1940 Act's
diversification tests and the Funds' fundamental diversification policy,
Alliance recommended that they be eliminated. Elimination of this policy would
have no effect on a Fund's investment strategy.
Each of the Funds must also meet certain diversification requirements under
the Internal Revenue Code in order to qualify for beneficial tax treatment as a
regulated investment company. These diversification requirements provide, in
part, that as to 50% of a Fund's assets, investments in any one issuer cannot
exceed 5% of the Fund's assets and the Fund cannot hold more than 10% of the
issuer's outstanding voting securities at the end of each quarter. Each Fund
intends to qualify as a regulated investment company ("RIC") for tax purposes
and elimination of the fundamental policy regarding purchasing voting
securities will not affect the Fund's status as a RIC.
Proposal 3.X.
Elimination of the Fundamental Policy Regarding Percentage Limitation On
Investments In Repurchase Agreements
Applicable Funds:
AMIF - Insured California Portfolio
Proposal:
It is proposed that the fundamental investment policy limiting repurchase
agreements with any one dealer to 5% of the Fund's assets be eliminated in its
entirety.
Reasons for the Elimination of the Investment Policy:
In making its recommendation to the Board to eliminate the policy, Alliance
noted that policies limiting the Fund's ability to invest in repurchase
agreements are not required to be fundamental under the 1940 Act. A repurchase
agreement arises when a buyer purchases a security and simultaneously agrees to
resell it to the vendor at an agreed-upon future date, normally a day or a few
days later. The resale price is greater than the purchase price, reflecting an
agreed-upon interest rate for the period the buyer's money is invested in the
security. A repurchase agreement may be seen as a loan by the Fund secured by
the security subject to the repurchase agreement. Alliance recommended that the
policy restricting the Fund's investments in repurchase agreements be
eliminated to permit the Fund the maximum flexibility to invest in repurchase
agreements to the extent permissible under applicable law. Alliance also
recommended elimination of this fundamental policy to be consistent with the
proposed modification to the Fund's fundamental investment policy on making
loans. As discussed above in Proposal 3.G., the modification to the fundamental
policy on loans provides in effect that the Fund may enter into repurchase
agreements. That proposed policy does not impose any limitations on a Fund's
ability to enter into repurchase agreements but it is not expected that this
flexibility to invest without limitation subject to applicable 1940 Act
limitations will have a significant effect on the management of the Fund.
39
Proposal 3.Y.
Elimination of the Fundamental Policy Regarding Transactions Effected
Through Affiliated Broker-Dealer
Applicable Funds:
Large Cap Growth
Proposal:
It is proposed that a fundamental investment policy requirement that
securities transactions effected through an affiliated broker-dealer be fair
and reasonable be eliminated in its entirety.
Reasons for the Elimination of the Investment Policy:
The Fund's fundamental investment policy with regard to the use of
affiliated broker-dealers states that: "[a]ny securities transaction effected
through an affiliated broker-dealer will be fair and reasonable in compliance
with Rule 17e-1 under the 1940 Act." In making its recommendation to the Board
to eliminate the policy, Alliance noted that policies regarding the use of
affiliated broker-dealers are not required to be fundamental policies under the
1940 Act. Moreover, this fundamental policy is unnecessary in that it is
redundant with the requirements of Rule 17e-1. As required by the Rule's
provisions, the Fund's Board has adopted Rule 17e-1 Procedures that are
reasonably designed to ensure that commissions, fees or other remuneration for
transactions effected through a Fund's affiliated broker-dealers will be fair
and reasonable. As a result, Alliance recommended that this fundamental
investment policy be eliminated because it is unnecessary.
Proposal 3.Z.
Elimination of the Fundamental Policy Regarding
Special Meetings Called by Stockholders
Applicable Funds:
Large Cap Growth
Proposal:
It is proposed that this fundamental investment policy, which provides that
special meetings of stockholders for any purpose may be called by 10% of the
stockholders, be eliminated in its entirety.
Reasons for the Elimination of the Investment Policy:
Policies regarding special meetings are not required to be fundamental under
the 1940 Act. Special meetings of stockholders are regulated under state law
and a Fund's Bylaws. In making its recommendation to the Board to eliminate the
policy, Alliance noted that the elimination is consistent with the effort to
standardize the fundamental policies across the AllianceBernstein Fund Complex.
If this proposal is approved by stockholders, procedures for the calling of
special meetings will be as set forth in the Fund's Bylaws, which currently
provides that special meetings may be called by 25% of the stockholders except
that 10% of the stockholders may call a meeting for the purpose of removal of
any director or directors.
Proposal 3.Z.1
Elimination of the Fundamental Policy Regarding Investment Grade Securities
Applicable Funds:
Balanced Shares and Growth & Income
Proposal:
It is proposed that this fundamental investment policy on investments in
investment grade securities be eliminated in its entirety.
Reasons for the Elimination of the Investment Policy:
Balanced Shares has a fundamental policy "not to invest only in investment
grade securities." Growth & Income has a fundamental policy to invest "only in
investment grade securities." In making its recommendation
40
to the Boards to eliminate the policy, Alliance noted that these fundamental
investment policies were based on the requirements formerly imposed by state
"blue sky" regulators as a condition to registration. As a result of NSMIA,
this policy is no longer required and may be eliminated. If stockholders
approve elimination of these policies, the Funds will have greater flexibility
to invest in lower-rated or "high-yield" securities. A Fund would disclose its
policy regarding investments in high-yield securities as part of its investment
strategy disclosure in its prospectus. Growth & Income has no current intention
to invest significantly in high-yield securities. Balanced Shares expects to
invest up to 20% of its fixed-income allocation in high-yield securities. As an
operational guideline, no more than 25% of its investments in high-yield
securities will be rated CCC or below by Standard & Poor's Rating Services.
High-yield securities are subject to greater credit risk or loss of principal
and interest than higher-rated securities. These securities may also be subject
to liquidity risk because the market for lower-rated securities may be thinner
and less active than that for higher-rated securities.
Approval of each of Proposal 3.A. - 3.Z.1. by a Fund requires the
affirmative vote of the holders of a "majority of the outstanding voting
securities" of a Fund as defined in the 1940 Act, which means the lesser of (i)
67% or more of the voting securities of the Fund present or represented by
proxy, if the holders of more than 50% of the outstanding voting securities are
present or represented by proxy, or (ii) more than 50% of the outstanding
voting securities of the Fund ("1940 Act Majority"). If the stockholders of a
Fund do not approve a Proposal regarding a fundamental investment restriction,
the Fund's current fundamental investment restriction will remain the same. The Board, including the Independent Directors, of each Fund
unanimously recommends that the stockholders of each Fund vote "FOR" Proposals 3.A. through
3.Z.1.
41FOR Proposal 4.
PROPOSAL FOURFIVE
CHANGES TO FUNDAMENTAL POLICIES REGARDING COMMODITIES
ALL FUNDS (EXCEPT ABF-MULTI-ASSET INFLATION STRATEGY, ACF-MARKET NEUTRAL
STRATEGY-U.S. AND ACF-MARKET NEUTRAL STRATEGY-GLOBAL)
Section 8(b) of the 1940 Act requires a fund to disclose whether it has a
policy to engage in certain activities. Under the 1940 Act, these policies are
"fundamental" and may not be changed without a stockholder vote. The Board
considered and approved the Adviser's recommendation for the modification of
the fundamental commodities policies of the Funds.
The Funds' current fundamental commodities policies prohibit the purchase or
sale of commodities regulated by the Commodity Futures Trading Commission
("CFTC") under the Commodity Exchange Act ("CEA") except for futures contracts
and options on futures contracts. The Funds' fundamental commodities policies
reflected legal requirements in effect at the time the current policy was
adopted. The derivatives transactions regulated as commodities by the CFTC
under the CEA were futures and options on futures and options on physical
commodities. Swaps, including forward currency exchange contracts, were
specifically excluded from regulation by the CFTC.
As part of its recent financial reform initiative, Congress recently enacted
legislation that, among other things, amends the CEA to subject swaps,
including forward currency exchange contracts, to CFTC regulation. As a result,
the current commodities policy, which specifically refers to commodities
regulated by the CFTC, could potentially limit the Funds' flexibility to engage
in certain swaps and forward currency exchange contracts following the adoption
of regulations implementing the legislation. In order to clarify that the Funds
may continue to engage in the same derivatives transactions that they are
permitted to engage in today, regardless of whether a governmental agency may
regulate these instruments in the future, the Adviser recommended, and the
Directors approved, the following fundamental policy:
The Fund may purchase or sell commodities or options thereon to the
extent permitted by applicable law.
The proposed fundamental policy would make it clear that the Funds may continue
to engage in swaps, forward currency exchange contracts, as well as futures,
options on futures, and any other commodity or commodities contracts. The
Funds' investment in commodities will be reflected in investment policies
approved by the Directors and disclosed in a Fund's Prospectuses and SAIs. The
Adviser will continue to manage the Funds under the policies previously
approved by the Directors and the proposed amendments would not result in a
change to a Fund's risk exposure. The amended policy would permit Directors to
modify the Funds' investment policies to reflect changes in statutory and
regulatory requirements without incurring the time and expense of obtaining
stockholder approval to change the policy and avoid issues relating to any
future changes in the regulation of commodities.
Approval of Proposal 4.A.
Reclassification5 requires a 1940 Act Majority Vote with respect to each
Fund (or with respect to a Fund that has series, each Portfolio). The Board,
including the Independent Directors, of Each Fund's
Fundamental Investment Objective as Non-fundamental
Applicable Funds:
ABT - All Funds, Global Research Growth, Global Strategic Income,each Fund unanimously recommends that
the stockholders of each Fund vote FOR Proposal 5.
PROPOSAL SIX
RECLASSIFICATION OF FUNDAMENTAL INVESTMENT OBJECTIVES OF CERTAIN FUNDS
ABSS--U.S. LARGE CAP PORTFOLIO ("USLC")
AGCF
The Board considered and Multi-Market Strategy
Stockholders are being asked to approveapproved the Adviser's recommendation for the
reclassification of the Funds'
fundamental investment objectiveobjectives of the Funds listed above as
non-fundamental. In making this
recommendation, Alliance advised the Boards thatThe 1940 Act does not require the Funds' investment objectives
are not required by the 1940 Act to be a fundamental policypolicies that isare changeable only by a stockholder vote. The Proposal to reclassify these
objectives as non-fundamental is consistent with the changes proposed above,
which are intended to eliminate or reclassify any fundamental policy of a Fund
that is not required to be fundamental under the 1940 Act. The proposed
reclassificationsThis
proposal would give the BoardsDirectors the flexibility to revise a Fund'sthe Funds'
investment objectiveobjectives to respond to changed market conditions or other
circumstances in a timely manner without the delay and expense of obtaining a
stockholder vote. If reclassified as a non-fundamentalWe are not proposing to change the investment objectives.
USLC's investment objective is the Boards may change a Fund'ssame as the other AB Growth Funds, whose
investment objectives are not fundamental. AGCF's fundamental investment
objective requires it to invest at least 80% of its total assets in Greater
China companies. However, AGCF is subject to Rule 35d-1, the future without
stockholder approval. If this Proposal is approved, Alliance intendsso-called "Names
Rule", which also requires it to have a policy to invest at least 80% of its
assets in securities of Greater China companies. While the Directors would have
the flexibility to change the 80% requirement in its investment objective, it
would still be required to have an 80% policy as long as its name included the
reference to Greater China.
As with other investment objectives, we will provide stockholders with advance
notice of not less than 60 days of any subsequent material change to a Fund's
investment objective.
The Board, including the Independent Directors, of each Fund unanimously
recommends that the stockholders of each affected Fund vote "FOR" Proposal 4.A.
Approval of this Proposal 6 requires the affirmative vote of the stockholders of a 1940 Act Majority Vote with respect to each
Fund. If the stockholders of a Fund do
not approve the reclassification of the Fund's fundamental investment
objective, the investment objective will remain fundamental, and the Fund would
be required to solicit stockholder votes each time it sought to modify the
Fund's investment objective.
Proposal 4.B.
Change in a Fund's Investment Objective
and Reclassification of Revised Investment Objective as Non-fundamental
Applicable Funds:
Americas Government Income, Corporate Bond, Quality Bond, U.S. Government,
Emerging Market, High Yield, AMIF - All Portfolios, AMIF II - All Portfolios,
Balanced Shares, Small Cap Growth, Focused Growth & Income, Global Health Care,
Growth & Income, Global Technology, Real Estate Institutional, Large Cap
Growth, Mid-Cap Growth, Real Estate, Utility Income, and Growth
In addition to reclassifying the Funds' investment objectives as
non-fundamental, Alliance recommended that the Board change certain Funds'
investment objectives in order to clarify and standardize these Funds'
investment objectives.
42
Based on recommendations from Alliance, the Boards of the affected Funds
approved and are recommending to stockholders changes to a Fund's investment
objective as detailed below:
1. Americas Government Income
Current Investment Proposed Investment
Objective: Objective:
(Fundamental) (Non-fundamental)
The Fund's investment The Fund's investment
objective is the highest objective is to generate
level of current income, current income,
consistent with what consistent with
Alliance consid-ers to preservation of capital.
be prudent investment
risk, that is available
from a portfolio of debt
securities issued or
guaranteed by the
governments of the
United States, Canada,
or Mex-ico, their
political subdivisions
(including Canadian
Provinces but excluding
the states of the United
States), agencies,
instrumentalities or
authorities.
The proposed change to the Fund's investment objective is intended to
identify the Fund as primarily seeking to generate income. The change to the
Fund's investment objective was part of other changes Alliance recommended to
broaden and globalize the Fund's investment strategy. These changes do not
require a stockholder vote. As part of these changes, Alliance recommended that
the Fund be renamed as "AllianceBernstein Global Government Income Trust, Inc."
Alliance also recommended that the Fund's investments no longer focus on debt
securities of issuers in the Western Hemisphere, including North, Central or
South America. Instead, the Fund would invest at least 65% of its assets in
debt securities issued by governments of countries that are members of the
Organization for Economic Co-operation and Development ("OECD"). The OECD is
composed of 30 countries having market democracies that work together to
address economic, social, environmental, and governance issues of the
globalizing world economy. Alliance advised the Board that these countries,
three-quarters of which are considered to be developed countries, will provide
broader and more diversified investment opportunities for the Fund. Alliance
advised the Board that the flexibility to consider a wider array of investments
would improve the Fund's risk/return profile and benefit investors.
2. Corporate Bond
Current Investment Proposed Investment
Objective: Objective:
(Fundamental) (Non-fundamental)
The Fund's investment The Fund's investment
objective is primarily objective is to maximize
to max-imize income over total returns from price
the long term to the appreciation and income.
extent con-sistent with
providing reasonable
safety in the value of
each stockholder's
investment, and
secondarily to in-crease
its capital through
appreciation of its
invest-ments in order to
preserve and, if
possible, increase the
purchasing power of each
stockholder's investment.
The proposed change in the Fund's investment objective is intended to more
clearly identify the Fund as primarily a total return investment vehicle.
Alliance recommended this change to the Board because, through its investments
in debt securities with longer maturities and also to a certain extent in
lower-rated securities, price appreciation is an important component of the
Fund's performance. The proposed changed would have no effect on the Fund's
investment strategy.
43
3. Quality Bond
Current Investment Proposed Investment
Objective: Objective:
(Fundamental) (Non-fundamental)
The Fund's investment The Fund's investment
objective is high objective is to generate
current in-come in-come and price
consistent with appreciation without
preservation of capital assuming what Alliance
by inves-ting in considers undue risk.
investment grade
fixed-income securities.
The proposed change to the Fund's investment objective is intended to
identify the Fund as seeking to generate both income and price appreciation.
The change to the Fund's investment objective was part of other changes
Alliance recommended to refocus the Fund's investment strategy on a broader
range of debt securities, including below investment grade debt securities,
rather than primarily on investment grade securities.
As part of the changes, Alliance recommended that the Fund be renamed as the
"AllianceBernstein Bond Fund, Inc. - Intermediate Bond Portfolio." In addition
to investing in below-investment grade securities, Alliance recommended that
the Fund be able to take advantage of broader opportunities to invest in
foreign fixed-income securities, including investing up to 25% of its assets in
non-U.S. Dollar-denominated securities. Alliance advised the Board that these
changes were intended to improve the returns available to the Fund's
stockholders without a significant increase in long-term volatility or risks.
4. U.S. Government
Current Investment
Objective: Proposed Investment
(Fundamental) Objective:
(Non-fundamental)
The Fund's investment
objective is a high The Fund's investment
level of cur-rent income objective is to generate
that is consistent with in-come and price
Alliance's appreciation without
determi-nation of assuming what Alliance
prudent investment risk. considers undue risk.
The proposed change is intended to identify the Fund as seeking to generate
both income and price appreciation. The investment strategies of seeking income
and relative stability through investment in government securities remain the
same. The proposed change would have no effect on the Fund's investment
strategy.
5. Emerging Market
Current Investment Proposed Investment
Objective: Objective:
(Fundamental) (Non-fundamental)
The Fund's investment The Fund's investment
objective is primarily a objective is to maximize
high level of current total returns from price
income and, secondarily, appreciation and income.
capital appreciation.
The proposed change in the Fund's investment objective is intended to more
clearly identify the Fund as primarily a total return investment vehicle.
Alliance recommended this change to the Board because, through its investments
in debt securities of emerging market countries, price appreciation is an
important component of the Fund's performance. Alliance also recommended, and
the Board approved, a change to the Fund's investment policy of limiting its
investments in sovereign debt obligations and U.S. and non-U.S. corporate
fixed-income securities to U.S. Dollar-denominated debt securities. Under the
new policy the Fund may invest in both U.S. Dollar-denominated and non-U.S.
Dollar-denominated securities, except that it will invest no more than 5% of
its assets in any one currency other than the U.S. As an operating policy, the
Fund will limit its investments in non-U.S. Dollar-denominated debt securities
to no more than 25% of its assets. The proposed changes to the Fund's
investment policies are intended to reflect the increased reliance by emerging
market governments on local currency financings and permit the Fund to
participate in local currency debt markets without significant additional risks
to investors. These changes do not require a stockholder vote.
44
6. High Yield
Current Investment Proposed Investment
Objective: Objective:
(Fundamental) (Non-fundamental)
The Fund's investment The Fund's investment
objective is high total objective is to maximize
return by maximizing total returns from price
current income and, to appreciation and income.
the extent con-sistent
with that objective,
capital appreciation.
The proposed change in the Fund's investment objective is intended to more
clearly identify the Fund as primarily a total return investment vehicle.
Alliance recommended this change to the Board because, through its investments
in debt securities in lower-rated securities, price appreciation is an
important component of the Fund's performance. Alliance also recommended, and
the Board approved, that the guideline for the Fund's investments in high yield
securities be changed to remove the maximum of 10% of investment in securities
rated CCC or below by Standard & Poors. Alliance advised the Board that the
elimination of this guideline is intended to allow the Fund more flexibility to
match its benchmark.
7. AMIF - All Portfolios (except AMIF - Insured California Portfolio) and AMIF
II - All Portfolios
Current Investment Proposed Investment
Objective: Objective:
(Fundamental) (Non-fundamental)
The Fund's investment The Fund's investment
objective is to earn the objective is to earn the
highest level of current highest level of current
income, exempt from income, exempt from
Federal and state Federal and state
taxation to the extent taxation, that is
described in the available without
Prospectus, that is assuming what Alliance
available without considers to be undue
assuming what Alliance risk.
considers to be undue
risk by investing
principally in
high-yielding,
predominantly medium
quality, municipal
securities.
The proposed changes are intended to clarify and simplify the Portfolios'
investment objectives as well as to standardize the investment objectives among
the fixed-income group of AllianceBernstein Funds. Alliance recommended the
proposed changes to the AMIF and AMIF II Portfolios' objectives, except for the
AMIF - Insured California Portfolio, to eliminate specific references to
investments in high-yielding, predominantly medium quality municipal
securities. Alliance noted that the references to specific investments would be
disclosed in the Portfolios' prospectuses as part of the discussion of their
principal investment strategies. In addition, Alliance noted that the current
reference to "high-yielding" municipal securities may now have the different,
and possibly misleading, connotation of investments in below-investment grade
securities than the reference had when many of the Portfolios were organized.
The proposed change would have no effect on the Fund's investment strategy.
8. AMIF - Insured California Portfolio
Current Investment Proposed Investment
Objective: Objective:
(Fundamental) (Non-fundamental)
The Fund's investment The Fund's investment
objective is to provide objective is to earn the
as high a level of highest level of current
current income, exempt income, exempt from
from Federal income tax Federal and state
and California personal taxation, that is
income tax as is available without
consistent with the assuming what Alliance
preservation of capital. considers to be undue
risk.
Alliance recommended the proposed changes to the Portfolio's objectives to
conform its investment objective with the other municipal funds in the
AllianceBernstein Fund Complex. The proposed change would have no effect on the
Fund's investment strategy.
45
9. Balanced Shares
Current Investment Proposed Investment
Objective: Objective:
(Fundamental) (Non-fundamental)
The Fund's investment The Fund's investment
objective is high return objective is total
through a combination of return con-sistent with
current income and reasonable risk, through
capital appreciation. a combination of income
and long-term growth of
capital.
The proposed change to the Fund's investment objective eliminates high
return as an investment objective in favor of total return. Alliance
recommended this change to the Board in order to standardize the objectives.
The proposed change would have no effect on the Fund's investment strategy.
10. Small Cap Growth
Current Investment Proposed Investment
Objective: Objective:
(Fundamental) (Non-fundamental)
The Fund's investment The Fund's investment
objective is growth of objective is long-term
capital by pursuing growth of capital.
aggressive investment
policies. Current income
is incidental to the
Fund's objective.
The proposed change to the Fund's investment objective clarifies that income
is not an objective of the Fund. Alliance recommended this change to the Board
in order to reflect the Fund's focus on pursuing long-term growth
opportunities. The proposed change would have no effect on the Fund's
investment strategy.
11. Focused Growth & Income
Current Investment Proposed Investment
Objective: Objective:
(Fundamental) (Non-fundamental)
The Fund's investment The Fund's investment
objective is long-term objective is long-term
growth of capital growth of capital.
through the application
of a disciplined
value-oriented
investment process.
The proposed change to the Fund's investment objective eliminates the
reference to a specific value-oriented investment process. The Fund's
investment strategies will continue to be disclosed in the Fund's prospectus.
Alliance recommended this change to the Board in order to simplify and
standardize the Fund's objective. The proposed change would have no effect on
the Fund's investment strategy.
12. Global Health Care
Current Investment
Objective:
(Fundamental) Proposed Investment
Objective:
The Fund's investment (Non-fundamental)
objective is capital
appreciation and, The Fund's investment
secondarily, current objective is long-term
income. growth of capital.
The proposed change to the Fund's investment objective clarifies that income
is not an objective of the Fund. Alliance recommended this change to the Board
in order to reflect the Fund's focus on long-term growth of capital. The
proposed change would have no effect on the Fund's investment strategy.
13. Growth & Income
Current Investment Proposed Investment
Objective: Objective:
(Fundamental) (Non-fundamental)
The Fund's investment The Fund's investment
objective is objective is long-term
appreciation through growth of capital.
investments primarily in
dividend-paying common
stocks of good quality,
although the Fund may
invest in fixed-income
and convertible
securities.
46
The proposed change to the Fund's investment objective eliminates any focus
on dividends or other investments, which would be disclosed in the Fund's
prospectus as part of its investment strategies. Alliance recommended this
change to the Board in order to simplify and standardize the objectives as well
as to reflect the Fund's focus on long-term growth of capital. The proposed
change would have no effect on the Fund's investment strategy.
14. Global Technology
Current Investment Proposed Investment
Objective: Objective:
(Fundamental) (Non-fundamental)
The Fund's investment The Fund's investment
objective is growth of objective is long-term
capital. Current income growth of capital.
is incidental to the
Fund's objective.
Alliance recommended this proposed change to the Board in order to clarify
that income is not an objective of the Fund and is intended to reflect the
Fund's focus on long-term growth opportunities. The proposed change would have
no effect on the Fund's investment strategy.
15. Real Estate Institutional and Real Estate
Current Investment Proposed Investment
Objective: Objective:
(Fundamental) (Non-fundamental)
The Fund's investment The Fund's investment
objective is total objective is total
return from long-term return from long-term
growth of capital and growth of capital and
income principally income.
through investing in
equity securities of
companies that are
primarily engaged in or
related to the real
estate industry.
The proposed change to each Fund's investment objective focuses on general
investment objectives and eliminates the references to specific investments,
which would be disclosed in the Fund's prospectus as part of its investment
strategies. Alliance recommended this change to the Funds' Boards in order to
reflect clearly each Fund's focus on long-term growth of capital and income.
The proposed change would have no effect on the Funds' investment strategy.
16. Large Cap Growth
Current Investment Proposed Investment
Objective: Objective:
(Fundamental) (Non-fundamental)
The Fund's investment The Fund's investment
objective is long-term objective is long-term
growth of capital by growth of capital.
investing predominantly
in equity. secu-rities
of a limited number of
large, carefully
selected, high-quality
U.S. companies that are
judged likely to achieve
superior earnings growth.
The proposed change to the Fund's investment objective eliminates the
reference to a specific investment strategy, which would be disclosed in the
Fund's prospectus as part of its investment strategies. Alliance recommended
this change to the Board in order to reflect the Fund's focus on long-term
growth of capital. The proposed change would have no effect on the Fund's
investment strategy.
17. Mid-Cap Growth
Current Investment Proposed Investment
Objective: Objective:
(Fundamental) (Non-fundamental)
The Fund's investment The Fund's investment
objective is long-term objective is long-term
growth of capital and growth of capital.
income primarily through
investments in common
stocks.
47
The proposed change to the Fund's investment objective clarifies that income
is not an objective of the Fund and simplifies and standardizes the Fund's
investment objective. Alliance recommended this change to the Board in order to
reflect the Fund's focus on long-term growth of capital. The proposed change
would have no effect on the Fund's investment strategy.
18. Utility Income
Current Investment Proposed Investment
Objective: Objective:
(Fundamental) (Non-fundamental)
The Fund's investment The Fund's investment
objective is current objective is current
income and capital income and long-term
appreciation by growth of capital.
investing primarily in
equity and fixed-income
securities of companies
in the util-ities
industry.
The proposed change to the Fund's investment objective focuses on general
investment objectives and eliminates the references to specific investments,
which would be disclosed in the Fund's prospectus as part of its investment
strategies. Alliance recommended this change to the Board in order to reflect
the Fund's focus on current income and long-term growth of capital. The
proposed change would have no effect on the Fund's investment strategy.
19. Growth
Current Investment Proposed Investment
Objective: Objective:
(Fundamental) (Non-fundamental)
The Fund's investment The Fund's investment
objective is long-term objective is long-term
growth of capital. growth of capital.
Current income is
incidental to the Fund's
objective.
The proposed change to the Fund's investment objective clarifies that income
is not an objective of the Fund. Alliance recommended this change to the Board
in order to reflect the Fund's focus on long-term growth of capital. The
proposed change would have no effect on the Fund's investment strategy. The Board, including the Independent Directors, of each Fund unanimously
recommends that the stockholders of each Fund vote "FOR"FOR Proposal 4.B. Approval
of this Proposal requires the affirmative vote of the stockholders of a 1940
Act Majority with respect to each Fund. If the stockholders of a Fund do not
approve the reclassification of the Fund's fundamental investment objective and
the change to its investment objective, the investment objective will remain
fundamental and unchanged, and the Fund would be required to solicit
stockholder votes each time it sought to modify a Fund's investment objective.
48
6.
Part III - IndependentIII--Independent Registered Public Accounting Firms
Approval of Independent Registered Public Accounting Firms by BoardsBoard
The Audit Committee of each Fund is responsible for the appointment,
compensation, retention and oversight of the work of the Fund's independent
registered public accounting firms. In addition, the Board of each Fund
approved the independent registered public accounting firms of each Fund as
required by the 1940 Act on the dates specified below. At meetings held on
September 30, 2004, the Board of each of Quality Bond, Emerging Market, Global
Strategic Income, AIF, AMIF, Multi-Market Strategy, Focused Growth & Income,
Real Estate, and ABT approved by the vote, cast in person, of a majority of the
Directors of each Fund, including a majority of the Directors who are not
"interested persons" of each Fund,, has appointed Ernst & Young LLP ("E&Y") as the
independent registered public accounting firm to audit the accounts of Quality Bond, Emerging Market,
Global Strategic Income, AIF, and AMIF for the each Fund's current
fiscal year ending October 31,
2005 and Focused Growth & Income, Real Estate, and ABT for the fiscal year
ending November 30, 2005.
At meetings held on September 30, 2004, the Board of each of Balanced Shares
and Utility Income approved by the vote, cast in person, of a majority of the
Directors of each Fund, including a majority of the Directors who are not
"interested persons" of each Fund, PricewaterhouseCoopers LLP, independent
registered public accounting firm to audit the accounts of Balanced Shares and
Utility Income for the fiscal year ending November 30, 2005.
At meetings held on May 9-12, 2005, the Board of the following Funds: Global
Research Growth, Global Health Care, Mid-Cap Growth, Large Cap Growth, and
Growth approved by the vote, cast in person, of a majority of the Directors of
each Fund, including a majority of the Directors who are not "interested
persons" of each Fund, PricewaterhouseCoopers LLP, independent registered
public accounting firm to audit the accounts of Global Research Growth and
Global Health Care for the fiscal year ending June 30, 2006, and Mid-Cap
Growth, Large Cap Growth and Growth for the fiscal year ending July 31, 2006.
At meetings held on May 9-12, 2005, the Board of ACF and Greater China
approved by the vote, cast in person, of a majority of the Directors of each
Fund, including a majority of the Directors who are not "interested persons" of
each Fund, Ernst & Young LLP, independent registered public accounting firm to
audit the accounts of the Funds for the fiscal year ending July 31, 2006.
At a meeting held on August 9, 2005, the Board of Global Technology,
approved by the vote, cast in person, of a majority of the Directors, including
a majority of the Directors who are not "interested persons" of the Fund, Ernst
& Young LLP, independent registered public accounting firm to audit the Fund's
account for the fiscal year ending July 31, 2006.
At meetings held on May 9-12, 2005, the Board of International Growth and
International Research Growth, approved by the vote, cast in person, of a
majority of the Directors, including a majority of the Directors who are not
"interested persons" of the Fund, PricewaterhouseCoopers LLP, independent
registered public accounting firm to audit the Funds' account for the fiscal
year ending July 31, 2006.
At meetings held on August 2-4, 2005, the Board of each of High Yield,
Americas Government Income, ABF, AMIF, AMIF II, Emerging Market, Global
Strategic Income, AIF, and Multi-Market Strategy approved by the vote, cast in
person, of a majority of the Directors of each Fund, including a majority of
the Directors who are not "interested persons" of each Fund, Ernst & Young,
LLP, independent registered public accounting firm to audit the accounts of
High Yield, Americas Government Income, Corporate Bond, U.S. Government, and
AMIF II for the fiscal year ending September 30, 2006 and Quality Bond, AMIF,
Emerging Market, Global Strategic Income, AIF, and Multi-Market Strategy for
the fiscal year ending October 31, 2006.
At meetings held on August 2-4, 2005, the Board of each of ABSS, TAP (for
all Funds except Growth), Exchange Reserves, and Growth & Income approved by
the vote, cast in person, of a majority of the Directors of each Fund,
including a majority of the Directors who are not "interested persons" of each
Fund, PricewaterhouseCoopers LLP, independent registered public accounting firm
to audit the accounts of ABSS, and TAP (for all
49
Funds except Growth), for the fiscal year ending August 31, 2006, Exchange
Reserves for the fiscal year ending September 30, 2006 and Growth & Income for
the fiscal year ending October 31, 2006.
Ernst & Young LLP has audited the accounts of Quality Bond, U.S. Government,
Corporate Bond, Emerging Market, Global Strategic Income, AIF, Multi-Market
Strategy, Focused Growth & Income, Real Estate, ABT, Global Technology, AMIF,
and AMIF II for its last two fiscal years, andyear. E&Y has represented that it does not have any direct financial
interest or any material indirect financial interest in any of the Funds.
PricewaterhouseCoopersThe Audit Committee of the Boards of each of ABS, ABSS, ACS, AEIF, AEXR, AGGF,
AGIF, AIGF, ALCGF, ASMCGF and TAP (the "Auditor Change Funds") approved the
dismissal of KPMG LLP as independent registered public accounting firm for the
Auditor Change Funds (the "Prior Auditor") at a meeting held on March 24, 2010.
The Prior Auditor's reports on the financial statements of the Auditor Change
Funds for their last two fiscal years did not contain an adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit
scope or accounting principles. During the period the Prior Auditor was
engaged, there were no disagreements with the Prior Auditor on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedures, which would have caused it to make reference to that
matter in connection with its reports for the Auditor Change Funds or
reportable events as described in paragraph (v) of Item 304(a)(1) of Regulation
S-K. The Auditor Change Funds have requested that the Prior Auditor furnish
them with a letter addressed to the SEC stating whether or not it agrees with
the above statements. A copy of the letter is attached as Appendix E and
similar letters will be filed as Exhibit 77 to the Auditor Change Funds' first
Form N-SAR filed following the Prior Auditor's dismissal.
Except for the Auditor Change Funds, E&Y has audited the accounts of Growth & Income,
Balanced Shares, Utility Income, Global Research Growth, Global Health Care,
Mid-Cap Growth, Large Cap Growth, Growth, and Exchange Reserveseach Fund
for itsthe last two fiscal years, and has represented that it does not have any direct
financial interest or any material indirect financial interest in any of the
Funds.years.
Representatives of Ernst & Young LLP and PricewaterhouseCoopers LLPE&Y are expected to attend the Meeting, and to have the
opportunity to make a statement and to respond to appropriate questions from
the stockholders. Representatives of the Prior Auditor are not expected to
attend the Meeting.
Independent Registered Public Accounting Firms' Fees
The following table sets forth the aggregate fees billed by the independent
registered public accounting firms for each Fund's last two fiscal years
(except for Funds that only recently commenced operations and have not yet
completed a fiscal year) for professional services rendered for: (i) the audit
of the Fund's annual financial statements included in the Fund's annual report(s)report
to stockholders; (ii) assurance and related services that are reasonably
related to the performance of the audit of the Fund's financial statements and
are not reported under (i), which include advice and education on accounting
and auditing issues, consent letters, and in the case of certain of the Funds,
include multi-class distribution testing; (iii) tax compliance, tax advice and
tax return preparation; and (iv) aggregate non-audit services provided to the
Fund, Alliancethe Adviser and entities that control, are controlled by or under common
control with Alliancethe Adviser that provide ongoing services to the Fund ("Service
Affiliates"), which include conducting an annual internal control report
pursuant to Statement on Auditing Standards No. 70. No other services were
provided to any Fund during this period.
Many of the Funds implemented changes
to their fiscal year ends in 2003 (to subsequently allow for more efficient
reporting). Consequently, in such cases, the amounts recorded for 2003 are for
periods substantially shorter than twelve months.
TABLE 1
All Fees for
Non-Audit
Services
All Other Fees Provided to the
for Services Fund, Alliance
Audit Provided to and Service
Name of Fund Audit Fees Related Fees Tax Fees Fund Affiliates*
------------ALL FEES FOR
NON-AUDIT
SERVICES
ALL OTHER PROVIDED TO THE
FEES FOR FUND, THE
SERVICES ADVISER
AUDIT PROVIDED AND SERVICE
NAME OF FUND AUDIT FEES RELATED FEES TAX FEES TO FUND AFFILIATES
- ----------------------- ---- ---------- ------------ -------- ----------------------- ---------------
Americas Government Income/1/ 2003 $51,000 $7,855 $11,842ABF--Intermediate Bond 2008 $60,400 $7,711 $30,707 n/a $998,263
Portfolio 2009 $44,837 $7,764 $ 568,662
2004 $54,000 $3,290 $24,8045,564 n/a $1,229,826
Corporate Bond/2/ 2003 $29,250 $1,024$787,985
ABS 2008 $38,000 $3,329 $ 3,4696,988 n/a $387,022
2009 $33,132 $ 34,543
2004 $47,000 $5,145 $25,0640 $18,025 n/a $1,231,941
Quality Bond/3/ 2003 $21,450$177,274
ABSS--U.S. Large Cap 2008 $23,000 $ 7510 $16,863 n/a $323,413
Portfolio 2009 $22,172 $ 3,3560 $ 7,500 n/a $256,549
ABSS--2000 Retirement 2008 $22,750 $ 134,157
2004 $42,000 $4,970 $22,8710 $16,663 n/a $1,129,573
U.S. Government/2/ 2003 $32,500 $1,138$323,213
Strategy 2009 $22,731 $ 3,3560 $ 6,700 n/a $255,749
ABSS--2005 Retirement 2008 $22,750 $ 34,544
2004 $50,000 $5,250 $22,8710 $16,663 n/a $1,229,853$323,213
Strategy 2009 $22,731 $ 0 $ 6,700 n/a $255,749
50
All Fees for
Non-Audit
Services
All Other Fees Provided to the
for Services Fund, Alliance
Audit Provided to and Service
Name of Fund Audit Fees Related Fees Tax Fees Fund Affiliates*
------------ALL FEES FOR
NON-AUDIT
SERVICES
ALL OTHER PROVIDED TO THE
FEES FOR FUND, THE
SERVICES ADVISER
AUDIT PROVIDED AND SERVICE
NAME OF FUND AUDIT FEES RELATED FEES TAX FEES TO FUND AFFILIATES
- -------------------------- ---- ---------- ------------ -------- ----------------------- ---------------
U.S. Large Cap/4/ 2003
06/30
2004ABSS--2010 Retirement 2008 $22,750 $ 0 $16,663 n/a $323,213
Strategy 2009 $22,731 $ 0 $ 6,700 n/a $255,749
ABSS--2015 Retirement 2008 $22,750 $ 0 $16,663 n/a $323,213
Strategy 2009 $22,731 $ 0 $ 6,700 n/a $255,749
ABSS--2020 Retirement 2008 $22,750 $ 0 $16,663 n/a 09/30 $39,000 $6,936 $14,900$323,213
Strategy 2009 $22,731 $ 0 $ 6,700 n/a $255,749
ABSS--2025 Retirement 2008 $22,750 $ 785,883
2004 $25,500 $1,020 $ 8,6000 $16,663 n/a $323,213
Strategy 2009 $22,731 $ 33,042
Balanced Shares 2003 $24,000 $1,348 $13,3000 $ 6,700 n/a $255,749
ABSS--2030 Retirement 2008 $22,750 $ 118,570
2004 $40,000 $3,175 $18,4000 $16,663 n/a $323,213
Strategy 2009 $22,731 $ 771,777
Value 2003 $24,000 $2,217 $10,3700 $ 6,700 n/a $255,749
ABSS--2035 Retirement 2008 $22,750 $ 660,988
2004 $27,000 $5,145 $20,1350 $16,663 n/a $323,213
Strategy 2009 $22,731 $ 1,163,3800 $ 6,700 n/a $255,749
ABSS--2040 Retirement 2008 $22,750 $ 0 $16,663 n/a $323,213
Strategy 2009 $22,731 $ 0 $ 6,700 n/a $255,749
ABSS--2045 Retirement 2008 $22,750 $ 0 $16,663 n/a $323,213
Strategy 2009 $22,731 $ 0 $ 6,700 n/a $255,749
ABSS--2050 Retirement 2008 $22,750 $ 0 $16,663 n/a $323,213
Strategy 2009 $22,681 $ 0 $ 6,700 n/a $255,749
ABSS--2055 Retirement 2008 $22,750 $ 0 $16,663 n/a $323,213
Strategy 2009 $22,681 $ 0 $ 6,700 n/a $255,749
ABT--AllianceBernstein 2008 $37,800 $5,184 $16,636 n/a $982,165
Value Fund 2009 $33,240 $ 0 $ 7,784 n/a $782,440
ABT--AllianceBernstein 2008 $37,800 $5,184 $16,650 n/a $982,179
Small/Mid Cap Value 2003 $24,000 $2,215 $10,3702009 $34,120 $ 0 $ 7,784 n/a $ 660,985
2004 $27,000 $5,145 $14,135$782,440
Fund
ABT--AllianceBernstein 2008 $45,200 $5,443 $20,484 n/a $ 1,157,380$986,272
International Value 2003 $32,000 $2,495 $27,445Fund 2009 $41,720 $ 0 $ 8,384 n/a $ 678,340
2004 $35,000 $5,625 $25,355$783,040
ABT--AllianceBernstein 2008 $37,800 $5,184 $19,537 n/a $ 1,169,081$985,066
Global Value 2003 $20,000 $2,050 $10,691Fund 2009 $36,665 $ 0 $ 8,384 n/a $783,040
ACF--Small Cap Growth 2009 $33,680 $1,650 $ 661,141
2004 $27,000 $2,345 $16,9558,308 n/a $711,673
Portfolio 2010 $29,000 $ 1,157,401
Small Cap Growth/6/ 2003 $36,125 $6,000 $12,7530 $15,605 n/a $608,552
ACF--U.S. Strategic 2009 $ 672,268
2004 $38,000 $6,038 $13,635 n/a0 $ 857,274
Emerging Market/7/ 2003 $33,150 $1,6040 $ 0 n/a $ 388,604
2004 $54,000 $6,423 $30,804 n/a0
Research Portfolio 2010 $21,750 $ 1,138,959
Exchange Reserves 2003 $24,500 $3,180 $ 4,038 n/a $ 756,777
2004 $27,000 $2,114 $ 4,500 n/a $ 799,882
Focused Growth & Income 2003 $35,000 $1,302 $11,466 n/a $ 664,433
2004 $38,000 $4,130 $19,335 n/a $ 1,161,565
Greater China 2003 $25,125 $9,933 $11,100 n/a $ 708,448
2004 $24,000 $7,721 $13,479 n/a $ 858,801
Global Health Care 2003 $35,000 $7,250 $16,000 n/a $1,190,923/8/
2004 $39,000 $6,215 $16,050 n/a $1,104,557/9/
Growth & Income 2003 $35,000 $9,279 $14,031 n/a $ 716,590
2004 $39,000 $3,135 $18,000 n/a $ 781,203
Global Research Growth 2003 $ 8,000 $7,250 $16,500 n/a $1,191,423/8/
2004 $30,000 $4,655 $13,845 n/a $1,100,792/9/
Global Strategic Income 2003 $52,000 $9,047 $14,814 n/a $ 772,826
2004 $55,000 $3,325 $23,038 n/a $ 1,128,095
Global Technology/10/ 2003 $51,000 $9,200 $14,925 n/a $ 578,040
2004 $50,000 $8,558 $15,528 n/a $ 861,687
High Yield/11/ 2003 $32,500 $1,1380 $ 0 n/a $ 1,138
2004 $52,000 $9,173 $30,003$666,918
ACOF 2008 $44,100 $5,404 $16,575 n/a $982,324
2009 $33,040 $ 1,240,9080 $ 7,834 n/a $782,490
ACS 2009 $33,600 $ 0 $11,350 n/a $183,043
2010 $32,900 $ 0 $17,990 n/a $192,022
ADYF 2008 $66,600 $5,542 $21,106 n/a $986,993
2009 $53,739 $1,650 $10,900 n/a $787,207
AEIF 2008 $35,250 $ 0 $ 8,038 n/a $386,388
2009 $33,231 $ 0 $15,525 n/a $174,774
AEXR 2008 $27,300 $ 0 $ 6,576 n/a $377,926
2009 $26,566 $ 0 $ 3,000 n/a $187,249
51
All Fees for
Non-Audit
Services
All Other Fees Provided to the
for Services Fund, Alliance
Audit Provided to and Service
Name of Fund Audit Fees Related Fees Tax Fees Fund Affiliates*
------------ALL FEES FOR
NON-AUDIT
SERVICES
ALL OTHER PROVIDED TO THE
FEES FOR FUND, THE
SERVICES ADVISER
AUDIT PROVIDED AND SERVICE
NAME OF FUND AUDIT FEES RELATED FEES TAX FEES TO FUND AFFILIATES
- ---------------------------- ---- ---------- ------------ -------- ----------------------- ---------------
Real Estate Institutional 2003 $27,000 $ 2,372 $12,173AFIS--Government STIF 2009 $35,800 $1,816 $19,100 n/a $ 763,510
2004 $30,000460,445
Portfolio 2010 $33,030 $ 2,603 $24,0030 $12,408 n/a $ 1,128,338
Premier Growth 2003 $24,000 $ 2,267 $11,465719,514
AGBF 2008 $70,587 $3,211 $21,907 n/a $1,031,365
2009 $55,320 $4,732 $10,400 n/a $ 762,697
2004 $28,000 $ 2,603 $17,370746,586
AGCF 2009 $32,240 $1,650 $10,084 n/a $ 1,121,705
International Growth 2003 $49,000713,449
2010 $29,000 $ 9,620 $27,355 n/a $1,204,648/8/
2004 $54,000 $11,255 $15,500 n/a $1,109,047/9/
International Research Growth/10/ 2003 $41,600 $ 5,859 $17,0000 $12,877 n/a $ 546,579
2004 $42,000605,824
AGGF 2009 $36,818 $ 750 $14,7930 $13,600 n/a $ 742,617
Large Cap Growth/10/ 2003 $37,600284,799
2010 $30,500 $ 2,800 $14,0630 $ 1,408 n/a $ 540,583
2004 $39,000668,326
AGIF 2008 $36,500 $ 1,708 $14,4000 $12,517 n/a $ 743,182
Mid-Cap Growth/10/ 2003 $37,600383,867
2009 $31,686 $ 5,053 $15,2380 $16,025 n/a $ 544,011
2004 $39,000 $ 1,560 $14,790175,270
AGREIF 2008 $58,300 $5,901 $28,375 n/a $ 743,424
AMIF - 2003 $26,500994,621
2009 $45,800 $ 2,317 $19,1240 $13,884 n/a $ 770,406
California Portfolio 2004 $28,500 $ 2,398 $30,702788,540
AGTGF 2009 $36,320 $3,300 $12,684 n/a $ 1,134,832
AMIF - 2003 $26,500 $ 2,278 $ 7,771717,699
2010 $29,000 $2,000 $16,485 n/a $ 759,014
Insured California Portfolio 2004 $28,500 $ 2,398 $11,193611,432
AHIF 2008 $67,650 $8,711 $63,407 n/a $1,032,463
2009 $60,416 $5,668 $10,400 n/a $ 1,115,323
AMIF - 2003 $26,500790,725
AIGF 2009 $38,842 $ 2,298 $12,5110 $13,200 n/a $ 763,774
National Portfolio 2004 $28,500284,399
2010 $30,500 $ 2,398 $19,6210 $ 2,581 n/a $ 1,123,751
AMIF - 2003 $26,500669,499
ALCGF 2009 $30,722 $ 2,277 $ 7,8380 $12,725 n/a $ 759,080
Insured National Portfolio 2004 $28,500298,924
2010 $29,000 $ 2,398 $11,4420 $ 2,581 n/a $ 1,115,572
AMIF - 2003 $26,500 $ 2,295 $11,871595,528
AMIF--California Portfolio 2008 $35,110 $3,440 $13,625 n/a $ 763,131
New977,410
2009 $31,920 $4,699 $ 6,440 n/a $ 785,796
AMIF--High Income 2008 $ 0 $ 0 $ 0 n/a $ 0
Municipal Portfolio 2009 $ 0 $ 0 $ 0 n/a $ 0
AMIF--National Portfolio 2008 $35,110 $3,440 $13,625 n/a $ 977,410
2009 $31,920 $4,389 $ 5,790 n/a $ 784,835
AMIF--New York Portfolio 2004 $28,500 $ 2,398 $19,0092008 $35,110 $3,440 $13,625 n/a $ 1,123,139
AMIF II - 2003 $19,500977,410
2009 $31,920 $2,422 $ 2,916 $11,2225,790 n/a $ 663,103
Arizona782,868
AMIF II--Arizona Portfolio 2004 $21,5002008 $26,767 $3,148 $14,758 n/a $1,024,154
2009 $26,879 $4,732 $ 2,153 $14,1756,983 n/a $ 1,218,060743,169
AMIF II - 2003 $19,500II--Massachusetts 2008 $26,767 $3,148 $14,758 n/a $1,024,154
Portfolio 2009 $26,879 $4,732 $ 2,917 $12,2156,983 n/a $ 664,097
Florida743,169
AMIF II--Michigan Portfolio 2004 $21,5002008 $26,767 $3,148 $14,758 n/a $1,024,154
2009 $26,879 $4,732 $ 2,153 $14,1756,983 n/a $ 1,218,060743,169
AMIF II - 2003 $19,500II--Minnesota 2008 $26,767 $3,148 $14,758 n/a $1,024,154
Portfolio 2009 $26,880 $4,732 $ 2,908 $ 9,9886,983 n/a $ 661,861
Massachusetts743,169
AMIF II--New Jersey 2008 $26,767 $3,148 $14,758 n/a $1,024,154
Portfolio 2004 $21,5002009 $26,880 $4,732 $ 2,153 $14,1756,983 n/a $ 1,218,060743,169
AMIF II - 2003 $19,500II--Ohio Portfolio 2008 $26,767 $3,148 $14,758 n/a $1,024,154
2009 $26,880 $4,732 $ 2,914 $ 9,8466,983 n/a $ 661,725
Michigan743,169
AMIF II--Pennsylvania 2008 $26,767 $3,148 $14,758 n/a $1,024,154
Portfolio 2004 $21,5002009 $26,880 $4,732 $ 2,153 $14,1756,983 n/a $ 1,218,060743,169
AMIF II - 2003 $19,500II--Virginia Portfolio 2008 $26,767 $3,148 $14,758 n/a $1,024,154
2009 $26,880 $4,732 $ 2,908 $ 8,2056,983 n/a $ 660,075
Minnesota Portfolio 2004 $21,500 $ 2,153 $14,175 n/a $ 1,218,060
AMIF II - 2003 $19,500 $ 2,896 $11,966 n/a $ 663,827
New Jersey Portfolio 2004 $21,500 $ 2,153 $14,175 n/a $ 1,218,060
AMIF II - 2003 $19,500 $ 2,914 $10,573 n/a $ 662,452
Ohio Portfolio 2004 $21,500 $ 2,153 $14,175 n/a $ 1,218,060743,169
52
All Fees for
Non-Audit
Services
All Other Fees Provided to the
for Services Fund, Alliance
Audit Provided to and Service
Name of Fund Audit Fees Related Fees Tax Fees Fund Affiliates*
------------ALL FEES FOR
NON-AUDIT
SERVICES
ALL OTHER PROVIDED TO THE
FEES FOR FUND, THE
SERVICES ADVISER
AUDIT PROVIDED AND SERVICE
NAME OF FUND AUDIT FEES RELATED FEES TAX FEES TO FUND AFFILIATES
- -------------------------- ---- ---------- ------------ -------- ----------------------- ---------------
AMIF II - 2003 $19,500 $2,914 $10,762ASMCGF 2009 $30,722 $0 $ 4,200 n/a $286,199
2010 $29,000 $0 $ 662,641
Pennsylvania Portfolio 2004 $21,500 $2,153 $14,1751,173 n/a $1,218,060
AMIF II - 2003 $19,500 $2,914 $10,377$594,120
TAP--AllianceBernstein 2009 $30,481 $0 $ 5,000 n/a $286,999
Growth Fund 2010 $29,000 $0 $ 662,256
Virginia Portfolio 2004 $21,500 $2,153 $14,1753,754 n/a $1,218,060
Multi-Market$596,701
TAP-- Conservative Wealth 2008 $22,750 $0 $16,863 n/a $323,413
Strategy 2003 $52,000 $6,047 $14,8142009 $22,681 $0 $ 7,500 n/a $ 769,826
2004 $54,000 $3,290 $23,038$256,549
TAP-- Tax-Managed 2008 $40,200 $0 $18,825 n/a $1,128,060
Real Estate 2003 $45,000 $2,527 $16,022$325,375
Conservative Wealth 2009 $36,753 $0 $ 8,600 n/a $ 670,214
2004 $48,000 $3,080 $15,531$257,649
Strategy
TAP--Balanced Wealth 2008 $22,750 $0 $16,863 n/a $1,156,711
Utility Income 2003 $35,000 $3,346 $24,608$323,413
Strategy 2009 $22,681 $0 $ 7,500 n/a $ 725,494
2004 $39,000 $1,560 $16,900$256,549
TAP--Tax-Managed 2008 $40,200 $0 $21,325 n/a $327,875
Balanced Wealth Strategy 2009 $36,753 $0 $ 763,562
Growth/12/ 2003 $38,600 $5,760 $14,2248,600 n/a $1,425,746
2004 $39,000 $3,060 $14,900$257,649
TAP--Wealth Appreciation 2008 $22,750 $0 $18,363 n/a $324,913
Strategy 2009 $20,681 $0 $ 745,034
Wealth Preservation/13/ 20037,500 n/a $256,549
TAP--Tax-Managed Wealth 2008 $40,200 $0 $20,275 n/a $326,825
Appreciation Strategy 2009 $36,753 $0 $ 7,500 n/a n/a n/a
2004 $38,000 $3,420 $14,900 n/a $ 748,388
Tax-Managed Wealth 2003 $24,000 $1,253 $ 9,000 n/a $ 179,635
Preservation/14/ 2004 $38,000 $2,920 $22,500 n/a $ 755,488
Balanced Wealth/13/ 2003 n/a n/a n/a n/a n/a
2004 $38,000 $3,420 $14,900 n/a $ 748,388
Tax-Managed Balanced 2003 $22,800 $1,193 $ 9,000 n/a $ 179,575
Wealth/14/ 2004 $38,000 $2,616 $26,000 n/a $ 758,684
Wealth Appreciation/13/ 2003 n/a n/a n/a n/a n/a
2004 $36,000 $3,340 $14,900 n/a $ 748,308
Tax-Managed Wealth 2003 n/a n/a n/a n/a n/a
Appreciation/13/ 2004 $36,000 $2,840 $14,900 n/a $ 747,808$256,549
- --------
See footnotes following Table 2.
Beginning with audit and non-audit service contracts entered into on or after
May 6, 2003, the Funds' Audit Committee policies and procedures require the
pre-approval of all audit and non-audit services provided to a Fund by the
Fund's independent registered public accounting firm.auditors. A Fund's Audit Committee policies and procedures
also require pre-approval of all audit and non-audit services provided to Alliancethe
Adviser and Service Affiliates to the extent that these services are directly
related to the operations or financial reporting of the Fund. AllAccordingly, all
of the amounts for Audit Fees, Audit-Related Fees and Tax Fees in Table 1 are
for services pre-approved by the Audit Committee.
The amounts of the Fees for Non-Audit Services provided to the Fund, Alliancethe
Adviser and Service Affiliates in Table 1 for each Fund that were subject to
pre-approval by the Audit Committee for 20032008 and 20042009 are presented below in
Table 2 (includes conducting an annual internal control report pursuant to
Statement on Accounting Standards No. 70). The Audit Committee of each Fund has
considered whether the provision of any non-audit services not pre-approved by
the Audit Committee provided by the Fund's independent registered public
accounting firmauditors to Alliancethe Adviser
and Service Affiliates is compatible with maintaining the independent registered public accounting firm'sauditors'
independence.
53
TABLE 2
Fees for Non-Audit Services Provided
to the Fund, Alliance and Service
Affiliates Subject to Pre-Approval by Portion Comprised Portion Comprised
Audit Committee of Audit Related Fees of Tax Fees
------------------------------------- ---------------------FEES FOR NON-AUDIT
SERVICES PROVIDED
TO THE FUND,
THE ADVISER AND
SERVICE AFFILIATES
SUBJECT TO PORTION COMPRISED
PRE-APPROVAL BY OF AUDIT PORTION COMPRISED
NAME OF FUND AUDIT COMMITTEE RELATED FEES OF TAX FEES
- --------------------------------- ---- ------------------ ----------------- -----------------
Americas Government 2003 $206,697 $194,855 $11,842
Income/1/ 2004 $278,094 $253,290 $24,804
Corporate Bond/2/ 2003ABF--Intermediate Bond Portfolio 2008 $ 4,493181,037 $150,830 $30,207
2009 $ 1,024257,174 $251,610 $ 3,469
2004 $280,209 $255,145 $25,064
Quality Bond/3/ 2003 $104,107 $100,7515,564
ABS 2008 $ 3,356
2004 $177,841 $154,970 $22,871
U.S. Government/2/ 20038,672 $ 4,4941,684 $ 1,1386,988
2009 $ 3,256
2004 $278,121 $255,250 $22,871
U.S.18,025 $ 0 $18,025
ABSS--U.S. Large Cap/4/ 2003
06/30
2004 n/a n/a n/a
09/30Cap Portfolio 2008 $ 21,83616,863 $ 6,936 $14,900
20040 $16,863
2009 $ 9,6207,500 $ 1,0200 $ 8,600
Balanced Shares/5/ 20037,500
ABSS--2000 Retirement Strategy 2008 $ 14,64816,663 $ 1,348 $13,300
20040 $16,663
2009 $ 21,5756,700 $ 3,175 $18,4000 $ 6,700
ABSS--2005 Retirement Strategy 2008 $ 16,663 $ 0 $16,663
2009 $ 6,700 $ 0 $ 6,700
ABSS--2010 Retirement Strategy 2008 $ 16,663 $ 0 $16,663
2009 $ 6,700 $ 0 $ 6,700
ABSS--2015 Retirement Strategy 2008 $ 16,663 $ 0 $16,663
2009 $ 6,700 $ 0 $ 6,700
ABSS--2020 Retirement Strategy 2008 $ 16,663 $ 0 $16,663
2009 $ 6,700 $ 0 $ 6,700
ABSS--2025 Retirement Strategy 2008 $ 16,663 $ 0 $16,663
2009 $ 6,700 $ 0 $ 6,700
ABSS--2030 Retirement Strategy 2008 $ 16,663 $ 0 $16,663
2009 $ 6,700 $ 0 $ 6,700
ABSS--2035 Retirement Strategy 2008 $ 16,663 $ 0 $16,663
2009 $ 6,700 $ 0 $ 6,700
ABSS--2040 Retirement Strategy 2008 $ 16,663 $ 0 $16,663
2009 $ 6,700 $ 0 $ 6,700
ABSS--2045 Retirement Strategy 2008 $ 16,663 $ 0 $16,663
2009 $ 6,700 $ 0 $ 6,700
ABSS--2050 Retirement Strategy 2008 $ 16,663 $ 0 $16,663
2009 $ 6,700 $ 0 $ 6,700
ABSS--2055 Retirement Strategy 2008 $ 16,663 $ 0 $16,663
2009 $ 6,700 $ 0 $ 6,700
ABT--AllianceBernstein Value 2003 $299,587 $289,217 $10,370
2004 $175,280 $155,145 $20,1352008 $ 164,939 $148,303 $16,636
Fund 2009 $ 251,630 $243,846 $ 7,784
ABT--AllianceBernstein Small/ 2008 $ 164,953 $148,303 $16,650
Mid Cap Value 2003 $299,585 $289,215 $10,370
2004 $169,280 $155,145 $14,135Fund 2009 $ 251,630 $243,846 $ 7,784
ABT--AllianceBernstein 2008 $ 169,046 $148,562 $20,484
International Value 2003 $316,940 $289,495 $27,445
2004 $180,980 $155,625 $25,355Fund 2009 $ 252,230 $243,846 $ 8,384
ABT--AllianceBernstein Global 2008 $ 167,840 $148,303 $19,537
Value 2003 $299,741 $289,050 $10,691
2004 $169,300 $152,345 $16,955
SmallFund 2009 $ 252,230 $243,846 $ 8,384
ACF--Small Cap Growth/6/ 2003 $302,653 $289,900 $12,753
2004 $266,420 $252,785 $13,635
Emerging Market/7/ 2003 $388,604 $388,604Growth Portfolio 2009 $ 253,804 $245,496 $ 8,308
2010 $ 143,320 $127,715 $15,605
ACF--U.S. Strategic Research 2009 $ 0 2004 $187,227 $156,423 $30,804
Exchange Reserves 2003 $749,559 $ 3,1800 $ 4,038
2004 $793,2680
Portfolio 2010 $ 2,114127,715 $127,715 $ 4,500
Focused Growth & Income 2003 $299,768 $288,302 $11,466
2004 $173,465 $154,130 $19,335
Greater China 2003 $304,933 $293,833 $11,100
2004 $267,945 $254,466 $13,479
Global Health Care 2003 n/a n/a n/a
2004 $269,010 $252,960 $16,050
Growth & Income 2003 $ 23,310 $ 9,279 $14,031
2004 $ 21,135 $ 3,135 $18,0000
54
Fees for Non-Audit Services Provided
to the Fund, Alliance and Service
Affiliates Subject to Pre-Approval by Portion Comprised Portion Comprised
Audit Committee of Audit Related Fees of Tax Fees
------------------------------------- ---------------------FEES FOR NON-AUDIT
SERVICES PROVIDED
TO THE FUND,
THE ADVISER AND
SERVICE AFFILIATES
SUBJECT TO PORTION COMPRISED
PRE-APPROVAL BY OF AUDIT PORTION COMPRISED
NAME OF FUND AUDIT COMMITTEE RELATED FEES OF TAX FEES
- --------------------------------- ---- ------------------ ----------------- -----------------
Global Research Growth 2003 n/a n/a n/a
2004 $265,245/9/ $251,400/9/ $13,845
Global Strategic Income 2003ACOF 2008 $165,098 $148,523 $16,575
2009 $251,680 $243,846 $ 410,8617,834
ACS 2009 $ 396,047 $14,814
2004 $ 176,363 $ 153,325 $23,038
Global Technology/10/ 2003 $ 208,025 $ 193,100 $14,925
2004 $ 270,831 $ 255,303 $15,528
High Yield/11/ 2003 $ 1,138 $ 1,13811,350 $ 0 2004$11,350
2010 $ 289,17617,130 $ 259,173 $30,003
Real Estate Institutional 20030 $17,130
ADYF 2008 $169,767 $148,661 $21,106
2009 $256,396 $245,496 $10,900
AEIF 2008 $ 401,5458,038 $ 389,372 $12,173
20040 $ 176,6068,038
2009 $ 152,603 $24,003
Premier Growth 200315,525 $ 400,7320 $15,525
AEXR 2008 $ 389,267 $11,465
20046,576 $ 169,9730 $ 152,603 $17,370
International Growth 2003 n/a n/a n/a
2004 $273,500/9/ $258,000/9/ $15,500
International Research 20036,576
2009 $ 5,8593,000 $ 17,000 $22,859
Growth/10/ 20040 $ 7503,000
AFIS--Government STIF Portfolio 2009 $ 14,793 $15,543
Large Cap Growth/10/ 200320,916 $ 16,8631,816 $19,100
2010 $ 2,800 $14,063
200412,408 $ 16,1080 $12,408
AHIF 2008 $215,237 $151,830 $63,407
2009 $259,914 $249,514 $10,400
AGBF 2008 $168,237 $146,330 $21,907
2009 $255,896 $245,496 $10,400
AGCF 2009 $255,580 $245,496 $10,084
2010 $140,592 $127,715 $12,877
AGGF 2009 $ 1,708 $14,400
Mid-Cap Growth/10/ 200313,600 $ 20,2910 $13,600
2010 $129,123 $127,715 $ 5,053 $15,238
20041,408
AGREIF 2008 $177,395 $149,020 $28,375
2009 $257,730 $243,846 $13,884
AGTGF 2009 $259,830 $247,146 $12,684
2010 $146,200 $129,715 $16,485
AGIF 2008 $ 16,35012,517 $ 1,560 $14,790
AMIF - 20030 $12,517
2009 $ 408,44116,025 $ 389,317 $19,124
California0 $16,025
AIGF 2009 $ 13,200 $ 0 $13,200
2010 $130,296 $127,715 $ 2,581
ALCGF 2009 $ 16,925 $ 0 $16,925
2010 $130,296 $127,715 $ 2,581
AMIF--California Portfolio 20042008 $160,184 $146,559 $13,625
2009 $254,985 $248,545 $ 183,1006,440
AMIF--High Income Municipal 2008 $ 152,398 $30,702
AMIF - 20030 $ 397,0490 $ 389,2780
Portfolio 2009 $ 7,771
Insured California0 $ 0 $ 0
AMIF--National Portfolio 20042008 $160,184 $146,559 $13,625
2009 $254,025 $248,235 $ 163,591 $ 152,398 $11,193
AMIF - 2003 $ 401,809 $ 389,298 $12,511
National Portfolio 2004 $ 172,019 $ 152,398 $19,621
AMIF - 2003 $ 397,115 $ 389,277 $ 7,838
Insured National Portfolio 2004 $ 163,840 $ 152,398 $11,442
AMIF - 2003 $ 401,166 $ 389,295 $11,871
New5,790
AMIF--New York Portfolio 20042008 $160,184 $146,559 $13,625
2009 $252,058 $246,268 $ 171,4075,790
AMIF II--Arizona Portfolio 2008 $161,026 $146,267 $14,758
2009 $252,479 $245,496 $ 152,398 $19,0096,983
AMIF II - 2003II--Massachusetts Portfolio 2008 $161,025 $146,267 $14,758
2009 $252,479 $245,496 $ 301,138 $ 289,916 $11,222
Arizona Portfolio 2004 $ 266,328 $ 252,153 $14,175
AMIF II - 2003 $ 302,132 $ 289,917 $12,215
Florida Portfolio 2004 $ 266,328 $ 252,153 $14,175
AMIF II - 2003 $ 299,896 $ 289,908 $ 9,988
Massachusetts Portfolio 2004 $ 266,328 $ 252,153 $14,175
AMIF II - 2003 $ 299,760 $ 289,914 $ 9,846
Michigan Portfolio 2004 $ 266,328 $ 252,153 $14,1756,983
55
Fees for Non-Audit Services Provided
to the Fund, Alliance and Service
Affiliates Subject to Pre-Approval by Portion Comprised Portion Comprised
Audit Committee of Audit Related Fees of Tax Fees
------------------------------------- ---------------------FEES FOR NON-AUDIT
SERVICES PROVIDED
TO THE FUND,
THE ADVISER AND
SERVICE AFFILIATES
SUBJECT TO PORTION COMPRISED
PRE-APPROVAL BY OF AUDIT PORTION COMPRISED
NAME OF FUND AUDIT COMMITTEE RELATED FEES OF TAX FEES
- -------------------------------- ---- ------------------ ----------------- -----------------
AMIF II - 2003 $298,113 $289,908II--Michigan Portfolio 2008 $161,025 $146,267 $14,758
2009 $252,479 $245,496 $ 8,205
Minnesota6,983
AMIF II--Minnesota Portfolio 2004 $266,328 $252,153 $14,1752008 $161,025 $146,267 $14,758
2009 $252,479 $245,496 $ 6,983
AMIF II - 2003 $301,862 $289,896 $11,966
NewII--New Jersey Portfolio 2004 $266,328 $252,153 $14,1752008 $161,025 $146,267 $14,758
2009 $252,479 $245,496 $ 6,983
AMIF II - 2003 $263,487 $252,914 $10,573
OhioII--Ohio Portfolio 2004 $266,328 $252,153 $14,1752008 $161,025 $146,267 $14,758
2009 $252,479 $245,496 $ 6,983
AMIF II - 2003 $300,676 $289,914 $10,762
PennsylvaniaII--Pennsylvania Portfolio 2004 $266,328 $252,153 $14,1752008 $161,025 $146,267 $14,758
2009 $252,479 $245,496 $ 6,983
AMIF II - 2003 $300,291 $289,914 $10,377
VirginiaII--Virginia Portfolio 2004 $266,328 $252,153 $14,175
Multi-Market2008 $161,025 $146,267 $14,758
2009 $252,479 $245,496 $ 6,983
ASMCGF 2009 $ 0 $ 0 $ 0
2010 $128,888 $127,715 $ 1,173
TAP--AllianceBernstein 2009 $ 5,000 $ 0 $ 5,000
Growth Fund 2010 $131,469 $127,715 $ 3,754
TAP--Conservative Wealth 2008 $ 16,863 $ 0 $16,863
Strategy 2003 $407,861 $393,047 $14,814
2004 $176,328 $153,290 $23,038
Real Estate 2003 $305,549 $289,527 $16,022
2004 $168,611 $153,080 $15,531
Utility Income 20032009 $ 27,9547,500 $ 3,346 $24,608
20040 $ 18,4607,500
TAP--Tax-Managed Conservative 2008 $ 1,560 $16,900
Growth/12/ 200318,825 $ 19,9840 $18,825
Wealth Strategy 2009 $ 5,760 $14,224
20048,600 $ 17,9600 $ 3,060 $14,9008,600
TAP--Balanced Wealth Preservation/13/ 2003 n/a n/a n/a
2004Strategy 2008 $ 18,32016,863 $ 3,420 $14,900
Tax-Managed0 $16,863
2009 $ 7,500 $ 0 $ 7,500
TAP--Tax-Managed Balanced 2008 $ 21,325 $ 0 $21,325
Wealth 2003Strategy 2009 $ 10,2538,600 $ 1,2530 $ 9,000
Preservation/14/ 20048,600
TAP--Wealth Appreciation 2008 $ 25,42018,363 $ 2,920 $22,500
Balanced Wealth/13/ 2003 n/a n/a n/a
20040 $18,363
Strategy 2009 $ 18,3207,500 $ 3,420 $14,900
Tax-Managed Balanced 20030 $ 10,1937,500
TAP--Tax-Managed Wealth 2008 $ 1,19320,275 $ 9,000
Wealth/14/ 20040 $20,275
Appreciation Strategy 2009 $ 28,6167,500 $ 2,616 $26,000
Wealth Appreciation/13/ 2003 n/a n/a n/a
20040 $ 18,240 $ 3,340 $14,900
Tax-Managed Wealth 2003 n/a n/a n/a
Appreciation/13/ 2004 $ 17,740 $ 2,840 $14,9007,500
- --------
* The fees vary because they are presented based on each Fund's last two
fiscal years and reflect fees for non-audit services for different periods.
/1/ During the course of calendar year 2003, the Fund changed its fiscal
year-end from November 30 to September 30. Fees for 2003 are for the
period December 1, 2002 through September 30, 2003.
/2 /During the course of calendar year 2003, the Portfolio changed its fiscal
year end from June 30 to September 30. Fees for 2003 are for the period
July 1, 2003 through September 30, 2003.
/3 /During the course of calendar year 2003, the Fund changed its fiscal year
end from June 30 to October 31. Fees for 2003 are for the period July 1,
2003 through October 31, 2003.
56
/4 /During the course of calendar year 2004, the Fund changed its fiscal year
end from June 30 to September 30. Fees for September 30, 2004 are for the
period July 1, 2004 through September 30, 2004.
/5 /During the course of calendar year 2003, the Fund changed its fiscal
year-end from July 31 to November 30. Fees for 2003 are for the period
August 1, 2003 through November 30, 2003.
/6 /The fiscal year 2003 was comprised of only ten calendar months due to a
change in fiscal year end from September 30 to July 31.
/7 /During the course of calendar year 2003, the Fund changed its fiscal year
from August 31 to October 31. Fees for 2003 are for the period September 1,
2003 through October 31, 2003.
/8 /Includes SAS 70 fees and professional services fees for multiple class
testing of $3,100 and $1,350, respectively, for the year ended 2003, which
were paid to Ernst & Young.
/9 /Includes SAS 70 fees and professional services fees for multiple class
testing of $3,255 and $1,400, respectively, for the year ended 2004, which
were paid to Ernst & Young.
/10 /The fiscal year 2003 was comprised of only eight calendar months due to a
change in fiscal year end from November 30 to July 31.
/11 /During the course of calendar year 2003, the Fund changed its fiscal year
end from August 31 to September 30. Fees for 2003 are for the period
September 1, 2003 through September 30, 2003.
/12 /The fiscal year 2003 was comprised of only nine calendar months due to a
change in fiscal year end from October 31 to July 31.
/13 /The Fund commenced operations on September 2, 2003.
/14 /During the course of calendar year 2003, the Fund changed its fiscal year
end from April 30 to August 31. Fees for 2003 are for the period May 1,
2003 through August 31, 2003.
57
Part IV - ProxyIV--Proxy Voting and Stockholder Meetings
All properly executed and timely received proxies will be voted at the Meeting
in accordance with the instructions marked thereon or otherwise provided
therein. Accordingly, unless instructions to the contrary are marked on the
proxies, the votes will be votedcast: (i) for the election of each of the nominees
as a Director for a Fund (Proposal One), (ii) to approvefor the amendment of the
Investment Advisory Agreements for certain of the Funds (Proposals Two A. and
B.), (iii) for the amendment of the Declarations of Trust for certain of the
Funds that are organized as Massachusetts Business Trusts (Proposal Three),
(iv) for the amendment and restatement of each Fund's
charterthe Charters for certain of the Funds
that are organized as Maryland corporations (Proposal Two)Four), (iii)(v) for the
amendment elimination, orof certain of the Funds' fundamental policies regarding commodities
(Proposal Five) and (vi) for the reclassification of certain of a Fund'sthe Funds'
fundamental investment restrictions
(Proposal Three (3.A. - 3.Z.1.)), (iv) for the reclassification of a Fund's
investment objectiveobjectives as non-fundamental (Proposal Four (4.A.)),Six). If no
specification is made on a properly executed proxy, it will be voted for the
matters specified on the Proxy Card.
Those stockholders who hold shares directly and not through a broker or nominee
(that is, a stockholder of record) may authorize their proxies to cast their
votes by completing a Proxy Card and returning it by mail in the enclosed
postage-paid envelope as well as by telephoning toll free (866) 451-3783.
Owners of shares held through a broker or nominee (who is a stockholder of
record for reclassification as non-fundamental and changesthose shares) should follow directions provided to certainthe stockholder
by the broker or nominee to submit voting instructions. Instructions to be
followed by a stockholder of record to submit a proxy via telephone or through
the Internet, including use of the Funds'
investment objectives (Proposal Four (4.B.)). AnyControl Number on the stockholder's Proxy
Card, are designed to verify stockholder identities, to allow stockholders to
give voting instructions and to confirm that stockholder instructions have been
recorded properly. Stockholders who authorize proxies by telephone or through
the Internet should not also return a Proxy Card. A stockholder of record may
revoke his or
herthe stockholder's proxy at any time prior to its exercise thereof by giving
written notice to the Secretary of a Fundthe Funds at 1345 Avenue of the Americas,
New York, New York 10105, by authorizing a later-dated proxy (either by signing
and submittingmailing another proxy of a later date,Proxy Card or by telephone or through the Internet, as
indicated above), or by personally attending and voting at the Meeting.
Properly executed proxies may be returned with instructions to abstain from
voting or to withhold authority to vote (an "abstention") or represent a broker
"non-vote" (which is a proxy from a broker or nominee indicating that the
broker or nominee has not received instructions from the beneficial owner or
other person entitled to vote shares on a particular matter with respect to
which the broker or nominee does not have discretionary power to vote).
For each Fund,all Funds, the approval of Proposal One requires the affirmative vote of a
plurality of the votes cast. The approvals of Proposals Two A. and B. require a
1940 Act Majority Vote for each of ACF-SCG, AGTGF, and the TAP Portfolios. The
approval of Proposal TwoThree requires the affirmative vote of a majority of the
shares entitled to vote for each of AEXR, AMIF II, and ABT. The approval of
Proposal Four requires an affirmative vote of a majority of the votes entitled
to be cast for each of Americas Government Income, Balanced Shares,ABS, ABSS, ABF, ACF, Emerging Market,
Focused Growth & Income, Global Research Growth, Global Strategic Income,
Global Technology, Greater China, Growth & Income, Global Health Care, High
Yield, AIF, International Growth, International Research Growth, Large Cap
Growth, Mid-Cap Growth, Multi-Market Strategy, AMIF, Real Estate,ACOF, AEIF, AGCF, AGIF, AGTGF, AGREIF,
AHIF, AIGF, and Utility
Income.ALCGF. The approval of Proposals Three and FourProposal Five requires a 1940 Act
Majority or the affirmative voteVote for each of the holdersFunds. The approval of Proposal Six requires a "majority of the outstanding voting
securities," of a Fund, as defined in the
1940 Act which means the lesserMajority Vote for each of (i) 67% or more of the voting securities of the Fund present or represented by
proxy, if the holders of more than 50% of the Fund's outstanding voting
securities are present or represented by proxy, or (ii) more than 50% of the
outstanding voting securities of the Fund. AbstentionsABSS--USLC and broker non-votes, if
any, will be considered present for purposes of determining the existence of a
quorum.AGCF. Abstentions and broker
non-votes, if any, not being votes cast, will have no effect on the outcome of
Proposal One. With respect to Proposal Two, Proposal Three, Proposal Four,
Proposal Five and Proposal Four,Six, an abstention or broker non-vote, if any, will
be considered present for purposes of determining the existence of a quorum but
will have the effect of a vote against those Proposals.proposals. If any matter other
than the Proposalsproposals properly comes before the Meeting, the shares represented by
proxies will be voted on all such other Proposalsproposals in the discretion of the
person or persons voting the proxies. The Funds have not received notice of,
and are not otherwise aware of, any other matter to be presented at the Meeting.
With respect to each of Americas Government Income, ABSS, ABF, Emerging
Market, Focused Growth & Income, Global Research Growth, Global Strategic
Income, Greater China, Global Health Care, High Yield, AIF, International
Growth, International Research Growth, Large Cap Growth, Multi-Market Strategy,
AMIF, Real Estate, and Utility Income,
For most Funds, a quorum for the MeetingMeetings will consist of the presence in
person or by proxy of the holders of one-third of a Fund's shares entitled to
vote at the Meeting.Meetings. With respect to Balanced Shares, ACF,
Exchange Reserves, Growth & Income, Global Technology, Mid-Cap Growth,AEXR and AMIF II, a quorum for the
MeetingMeetings will consist of the presence in person or by proxy of the holders of a
majority of a Fund's shares issued and outstanding and entitled to vote at the
Meeting.Meetings. With respect to ABT, a quorum for the MeetingMeetings will consist of the
presence in person or by proxy of the holders of 40% of the Fund's shares
entitled to vote at the Meeting.Meetings. With respect to ACS and TAP, a quorum for the
MeetingMeetings will consist of the presence in person or by proxy of the holders of
30% of thea Fund's shares entitled to vote at the Meeting. Whether or
notMeetings. In the event a quorum
is not present at the Meeting, for any Fund,or, even if a quorum is so present, if
sufficient votes in favor of the position recommended by the BoardsBoard on any
Proposal described in the Proxy Statement are not timely received, the Chairman
of a Board may authorize, or the persons named as proxies may
but are under no obligation to, with no other notice than announcement at the
Meeting, propose and vote
for, one or more adjournments of the Meeting for up to 120 days after the Record Daterecord
date to permit further solicitation of proxies. The Meeting may be adjourned
with respect to fewer than all the Proposals in the Proxy Statement and a
stockholder vote may be taken on any one or more of the Proposals prior to any
adjournment if sufficient votes have been received for 58
approval thereof. Shares
represented by proxies indicating a vote contrary to the position recommended
by a majority of the applicable Board on a Proposal will be voted against adjournment as
to that Proposal.
The Meeting is scheduled as a joint meeting of the stockholders of the Funds
because the stockholders of all the Funds are to consider and vote on the
election of the same Directors. Stockholders of each Fund will vote separately on each Proposalthe
election of Directors for their Fund and on any other businessmatter that may properly
come before the Meetingmeeting for that Fund. An unfavorable vote by the stockholders
of one Fund will not affect the vote on any Proposalthe election of Directors or any other
matter by the stockholders of another Fund.
AllianceThe Adviser has engaged Computershare Fund Services,Broadridge Financial Solutions, Inc. ("Broadridge"), 280 Oser Avenue,
Hauppauge, N.Y. 11788,60
Research Road, Hingham, MA 02043, to assist in soliciting proxies for the
Meeting. It is
estimated that ComputershareMeeting, including contacting stockholders by telephone or other electronic
means to solicit stockholders on behalf of the Funds. Broadridge will receive a
total fee of $3.9$1 million for its services, towhich will be paidborne by the Funds plus reimbursement of out-of-pocket expenses.
Part V -Funds.
Other Information
Officerscosts of the Fundsproxy solicitation will also be borne by the Funds.
Part V--Other Information
OFFICERS OF THE FUNDS
Certain information concerning the Funds' officers is set forth below. The
Funds' officers are elected annually by the respective Board and serve for a term of one
year andDirectors until
his or her successor is duly elected and qualifies.
The earliest
date for which an officer was elected to serve in that capacity is presented
below.
Name, Address and Position(s)
Date of Birth (Month and Year Elected) Principal Occupation during the pastPOSITION(S)
(MONTH AND YEAR PRINCIPAL OCCUPATION
NAME, ADDRESS* AND AGE YEAR FIRST ELECTED) DURING THE PAST 5 yearsYEARS
- ----------------- ------------------------ ------------------------------------------------------------------ ------------------------------ -----------------------
Marc O. MayerRobert M. Keith President and Chief Executive See biography on page 13.
10/2/57above.
50 Officer, All Funds 11/03(09/08)
POSITION(S)
(MONTH AND YEAR PRINCIPAL OCCUPATION
NAME, ADDRESS* AND AGE YEAR FIRST ELECTED) DURING THE PAST 5 YEARS
- ---------------------- --------------------------------- --------------------------------------
Philip L. Kirstein Senior Vice President and Senior Vice President and
Independent
5/29/4565 Independent Compliance Officer, Independent Compliance Officer of
All Funds (10/04) the AllianceBernstein Officer,Mutual Funds,
with which he has been associated
since All Funds October 2004. Prior thereto, he
was Of Counsel to
10/04 Kirkpatrick &
Lockhart, LLP from October 2003 to
October 2004, and General Counsel
of Merrill Lynch Investment
Managers, L.P. since prior to 2000 until March
2003.
Mark D. GerstenEmilie Wrapp Secretary, Senior Vice President, Assistant
54 All Funds (10/05) General Counsel and Assistant
Secretary of ABI**, with which she
has been associated since prior to
2005.
Joseph J. Mantineo Treasurer and Senior Vice President of
Alliance Global Investor
10/4/5051 Chief Financial Officer, AllianceBernstein Investor Services,
All Funds (8/06) Inc. ("AGIS"ABIS"),** and a Vice President of
All Funds AllianceBernstein Investment Research and
10/85 Management, Inc.,** with which he has
been associated since prior to 2000.
Thomas R. Manley2005.
Phyllis J. Clarke Controller, Vice President of ACMC,ABIS***, with which
he49 AFIS, AMIF, AMIF II, TAP, (5/09) she has
8/3/51 Exchange Reserves been associated since prior
ABF, ABS, ABSS, ABT, ACF, ACOF, to 2000.
AMIF
AMIF II
4/99
59
Name, Address and Position(s)
Date of Birth (Month and Year Elected) Principal Occupation during the past 5 years
- ----------------- ------------------------ --------------------------------------------
Vincent S. Noto2005.
ACS, AGREIF, AGTGF, AIGF, ALCGF,
(11/08)
Stephen Woetzel Controller, Vice President of AGIS,ABIS***, with which
he has been
12/14/64 for all Funds except Exchange associated since prior to 2000.
Reserves, AMIF and AMIF II
4/94
Mark R. Manley Secretary Senior Vice President, Deputy General Counsel
10/23/62 All Funds and Chief Compliance Officer of ACMC,** with
11/03 which38 ADYF, AEXR, AGBF, AGGF, AGCF, he has been associated since prior to
2000.AGIF, AHIF, ASMCGF, AEIF, (5/09) 2005.
- -----------------------------
* The address for the Funds' officers is 1345 Avenue of the Americas, New York,
New York 10105.
**An affiliate of each of the Funds.
STOCK OWNERSHIP
Information regarding person(s) who owned of record or were known by a Fund
to beneficially own 5% or more of a Fund's share (or class of shares, if
applicable) on August 4, 2005 is provided in Appendix E.
INFORMATION AS TO THE INVESTMENT ADVISER, ADMINISTRATOR, AND DISTRIBUTOR OF THE
FUNDS
Each Fund's investment adviser and administrator is Alliance Capital ManagementAllianceBernstein L.P.,
1345 Avenue of the Americas, New York, New York 10105. The investment adviser also
provides certain administrative services to the Funds. Each Fund's distributor
is AllianceBernstein Investment Research and Management,Investments, Inc., 1345 Avenue of the Americas, New York,
New York 10105.
SUBMISSION OF PROPOSALS
FOR NEXT MEETING OF STOCKHOLDERS
The Funds do not hold stockholder meetings annually. Any stockholder who
wishes to submit a Proposal to be considered at a Fund's next meeting of
stockholders should send the Proposal to the Fund so as to be received within a
reasonable time before the Board makes the solicitation relating to such
meeting (or in accordance with any advance notice in the Bylaws then in
effect), in order to be included in the Fund's proxy statement and form of
proxy card relating to such meeting.
OTHER MATTERS
Management of each Fund does not know of any matters properly to be presented
at the Meeting other than those mentioned in this Proxy Statement. If any other
matters properly come before the Meeting, the shares represented by proxies
will be voted with respect thereto in the discretion of the person or persons
voting the proxies.
60
STOCK OWNERSHIP
Information regarding person(s) who owned of record or were known by a Fund to
beneficially own 5% or more of a Fund's share (or class of shares, if
applicable) on August 1, 2010 is provided in Appendix D.
SUBMISSION OF PROPOSALS
FOR NEXT MEETING OF STOCKHOLDERS
The Funds do not hold stockholder meetings annually. Any stockholder who wishes
to submit a proposal to be included in the Fund's proxy statement and form of
proxy card for a Fund's next meeting of stockholders should send the proposal
to the Fund so as to be received within a reasonable time before a Fund begins
to print and mail its proxy materials relating to such meeting.
A stockholder who wishes (a) to submit a proposal at a stockholders meeting but
does not want the proposal to appear in the Fund's proxy statement or proxy
card, or (b) to submit a nomination for director at an annual meeting of
stockholders, should consult the Fund's Bylaws for timing and informational
requirements. The Bylaws of each Fund currently provide that, in any year in
which an annual meeting of stockholders is to be held, to be timely, a
stockholder's notice of nomination or proposal shall set forth all information
required under the Bylaws and shall be delivered to the Secretary of the Fund
at the principal executive office of the Fund not earlier than the 150/th/ day
prior to the anniversary of the date of mailing of the notice for the preceding
annual meeting nor later than 5:00 p.m., Eastern Time, on the 120th day prior
to the anniversary of the date of mailing of the notice for the preceding
annual meeting. In the event that the date of the annual meeting is advanced or
delayed by more than 30 days from the anniversary of the date of the preceding
annual meeting, notice by the stockholder to be timely must be delivered not
earlier than the 150th day prior to the date of such annual meeting and not
later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to the
date of such annual meeting or the tenth day following the day on which public
announcement of the date of such meeting is first made.
REPORTS TO STOCKHOLDERS
Each Fund will furnish each person to whom this Proxy Statement is delivered
with a copy of its latest annual report to stockholders and its subsequent
semi-annual report to stockholders, if any, upon request and without charge. To
request a copy, please call AllianceBernstein Investment Research and
ManagementInvestments, Inc. at
(800) 227-4618 or write to Dennis Bowdencontact Kristine Antoja at Alliance Capital
ManagementAllianceBernstein L.P., 1345
Avenue of the Americas, New York, New York 10105.
By Order of the Boards of Directors,
Mark R. ManleyEmilie D. Wrapp
Secretary
September 6, 200521, 2010
New York, New York
61
APPENDIX A
OUTSTANDING VOTING SHARES
A list of the outstanding voting shares for each of the Funds as of the
close of business on the Record Daterecord date is presented below. Each share is entitled to cast one vote at the
Meeting.
Maryland Corporations
NUMBER OF
FUND NAME CLASS OUTSTANDING SHARES
- ------------------------------------------------------------------------------------------------
Maryland Corporations
Fund Name Number of Outstanding Shares
--------- ----------------------------
Americas Government Income 206,685,019
AllianceBernstein Balanced Shares, 106,142,647
ABSS 13,152,841
ABF 191,987,818
ACF 17,652,785
Emerging Market 41,543,181
Focused Growth & Income 31,175,867
Global Health Care 14,358,526
Global Research Growth 4,530,093
Global Strategic Income 11,765,607
Global Technology 40,669,689
Greater China 3,893,523
Growth & Income 1,534,446,735
High Yield 52,664,757
International Growth 32,699,633
International Research Growth 23,244,468
AIF 59,387,529Inc. A 29,303,776
B 6,418,776
C 5,781,519
Advisor 2,412,588
R 441,592
K 207,950
I 142,989
AllianceBernstein Blended Style Series, Inc.--U.S. Large Cap Growth 202,542,726
Mid-CapA 2,169,305
B 1,228,627
C 1,090,016
Advisor 319,630
R 9,669
K 191,955
I 187,847
AllianceBernstein Blended Style Series, Inc.--AllianceBernstein 2000 A 649,747
Retirement Strategy B 17,273
C 84,134
Advisor 73,997
R 266,133
K 1,858,106
I 156,495
AllianceBernstein Blended Style Series, Inc.--AllianceBernstein 2005 A 2,349,861
Retirement Strategy B 44,083
C 37,519
Advisor 74,057
R 334,442
K 1,161,988
I 42,956
AllianceBernstein Blended Style Series, Inc.--AllianceBernstein 2010 A 6,094,299
Retirement Strategy B 75,486
C 222,581
Advisor 1,468,842
R 1,683,558
K 7,170,580
I 764,271
AllianceBernstein Blended Style Series, Inc.--AllianceBernstein 2015 A 10,034,120
Retirement Strategy B 238,853
C 368,167
Advisor 1,504,252
R 4,234,017
K 12,112,967
I 3,496,516
NUMBER OF
FUND NAME CLASS OUTSTANDING SHARES
- ------------------------------------------------------------------------------------------------
AllianceBernstein Blended Style Series, Inc.--AllianceBernstein 2020 A 12,434,969
Retirement Strategies B 240,304
C 597,897
Advisor 1,611,347
R 5,316,153
K 19,863,467
I 2,474,166
AllianceBernstein Blended Style Series, Inc.--AllianceBernstein 2025 A 12,438,654
Retirement Strategies B 142,574
C 393,059
Advisor 1,350,599
R 5,035,582
K 13,863,266
I 2,024,197
AllianceBernstein Blended Style Series, Inc.--AllianceBernstein 2030 A 10,329,094
Retirement Strategies B 135,295
C 517,457
Advisor 1,197,199
R 4,399,046
K 13,380,526
I 1,645,151
AllianceBernstein Blended Style Series, Inc.--AllianceBernstein 2035 A 7,366,518
Retirement Strategies B 98,269
C 320,105
Advisor 926,334
R 2,968,061
K 8,628,893
I 1,150,327
AllianceBernstein Blended Style Series, Inc.--AllianceBernstein 2040 A 6,162,753
Retirement Strategies B 97,412
C 321,881
Advisor 906,377
R 2,773,098
K 7,010,348
I 1,093,602
AllianceBernstein Blended Style Series, Inc.--AllianceBernstein 2045 A 4,597,848
Retirement Strategies B 35,654
C 185,540
Advisor 772,560
R 2,038,354
K 4,061,963
I 573,169
AllianceBernstein Blended Style Series, Inc.--AllianceBernstein 2050 A 625,076
Retirement Strategies B 4,407
C 27,761
Advisor 312,323
R 346,476
K 1,071,170
I 103,310
NUMBER OF
FUND NAME CLASS OUTSTANDING SHARES
- ------------------------------------------------------------------------------------------------
AllianceBernstein Blended Style Series, Inc.--AllianceBernstein 2055 A 124,375
Retirement Strategies B 2,792
C 6,542
Advisor 77,206
R 74,668
K 280,054
I 9,347
AllianceBernstein Bond Fund, Inc.--AllianceBernstein Intermediate A 38,404,221
Bond Portfolio B 1,567,973
C 6,089,555
Advisor 7,895,928
R 57,661
K 395,724
I 103,319
AllianceBernstein Bond Fund, Inc.--AllianceBernstein Bond Inflation A 161,720
Strategy C 202,464
Advisor 89,351
R 1,000
K 74,408
I 1,000
Class 2 993,000
AllianceBernstein Bond Fund, Inc.--AllianceBernstein Multi-Asset A 37,033
Inflation Strategy C 18,570
Advisor 40,074
R 1,000
K 1,000
I 1,000
Class 2 993,000
AllianceBernstein Bond Fund, Inc.--AllianceBernstein Municipal Bond A 2,322,844
Inflation Strategy C 1,043,271
Advisor 551,068
Class 2 996,000
AllianceBernstein Cap Fund, Inc.--AllianceBernstein Small-Cap A 5,918,673
Growth 127,909,416
Multi-Market Strategy 30,543,439
AMIF 194,600,856,268Portfolio B 450,084
C 653,803
Advisor 678,813
R 277,169
K 245,735
I 7,128,420
AllianceBernstein Cap Fund, Inc.--AllianceBernstein U.S. Strategic A 66,281
Research Portfolio C 10,393
Advisor 96,570
R 1,000
K 1,000
I 1,000
NUMBER OF
FUND NAME CLASS OUTSTANDING SHARES
- --------------------------------------------------------------------------------------------------
AllianceBernstein Cap Fund, Inc.--AllianceBernstein Market Neutral A 1,495
Strategy--U.S. C 2,209
Advisor 1,000
R 1,001
K 1,001
I 195,001
AllianceBernstein Cap Fund, Inc.--AllianceBernstein Market Neutral A 6,005
Strategy--Global C 1,000
Advisor 1,000
R 1,001
K 1,001
I 195,001
AllianceBernstein Core Opportunities Fund, Inc. A 6,361,276
B 1,758,601
C 1,842,347
R 17,723
K 36,088
I 658
AllianceBernstein Diversified Yield Fund, Inc. A 5,156,830
B 479,052
C 1,584,206
Advisor 1,414,197
R 57,091
K 3,360
I 1,130
AllianceBernstein Equity Income Fund, Inc. A 5,419,328
B 791,182
C 1,427,891
Advisor 361,879
R 130,754
K 182,614
I 34,118
AllianceBernstein Fixed-Income Shares, Inc.--Government STIF Portfolio N/A 2,738,316,491
AllianceBernstein Global Bond Fund, Inc. A 205,214,920
B 9,732,773
C 79,532,948
Advisor 51,531,298
R 1,340,857
K 146,669
I 1,163,730
AllianceBernstein Global Growth Fund, Inc. A 358,729
B 89,755
C 150,031
Advisor 4,064,350
R 2,880
K 41,548
I 688
NUMBER OF
FUND NAME CLASS OUTSTANDING SHARES
- -----------------------------------------------------------------------------------------
AllianceBernstein Global Real Estate 65,285,427
UtilityInvestment Fund, Inc. A 6,860,758
B 637,199
C 1,843,085
Advisor 620,208
R 521,196
K 685,760
I 231,990
AllianceBernstein Global Thematic Growth Fund, Inc. A 12,995,424
B 1,270,263
C 2,153,764
Advisor 982,955
R 92,141
K 73,266
I 77,961
AllianceBernstein Greater China '97 Fund, Inc. A 2,492,417
B 766,384
C 1,037,639
Advisor 301,431
AllianceBernstein Growth and Income 13,761,198Fund, Inc. A 380,651,389
B 32,243,030
C 61,745,198
Advisor 26,285,331
R 900,515
K 1,337,339
I 468,081
AllianceBernstein High Income Fund, Inc. A 129,279,779
B 4,545,190
C 50,511,986
Advisor 34,043,978
R 1,269,267
K 175,704
I 1,573,674
AllianceBernstein International Growth Fund, Inc. A 72,130,334
B 3,662,246
C 15,595,671
Advisor 23,257,794
R 3,421,852
K 988,116
I 2,467,251
AllianceBernstein Large Cap Growth Fund, Inc. A 48,817,294
B 5,302,969
C 10,655,291
Advisor 13,899,878
R 211,233
K 1,887,333
I 1,511,621
AllianceBernstein Municipal Income Fund--California Portfolio A 55,588,171
B 523,952
C 10,898,488
Advisor 1,114,136
NUMBER OF
FUND NAME CLASS OUTSTANDING SHARES
- --------------------------------------------------------------------------------------------------
AllianceBernstein Municipal Income Fund--AllianceBernstein High Income A 18,231,753
Municipal Portfolio C 5,411,345
Advisor 8,128,876
AllianceBernstein Municipal Income Fund--National Portfolio A 70,176,742
B 1,366,281
C 14,891,611
Advisor 6,760,477
AllianceBernstein Municipal Income Fund--New York Portfolio A 51,512,814
B 2,632,782
C 8,607,689
Advisor 1,197,217
AllianceBernstein Small/Mid Cap Growth Fund, Inc. A 74,186,964
B 2,534,917
C 2,821,117
Advisor 6,935,852
R 514,202
K 714,072
I 1,114,196
AllianceBernstein Trust--AllianceBernstein Value Fund A 9,398,265
B 1,377,748
C 2,865,647
Advisor 38,124,048
R 406,254
K 630,761
I 2,388,661
AllianceBernstein Trust--AllianceBernstein Small/Mid Cap Value Fund A 33,845,610
B 3,328,444
C 9,187,706
Advisor 14,912,348
R 5,274,389
K 2,383,271
I 11,283,318
AllianceBernstein Trust--AllianceBernstein International Value Fund A 89,561,638
B 4,836,556
C 20,337,785
Advisor 77,359,186
R 6,207,687
K 11,285,679
I 30,040,881
AllianceBernstein Trust--AllianceBernstein Global Value Fund A 3,574,124
B 450,838
C 759,818
Advisor 7,236,818
R 234,072
K 171,370
I 2,541,067
Massachusetts Business Trusts
ABT 251,660,973,467
NUMBER OF
FUND NAME CLASS OUTSTANDING SHARES
- -----------------------------------------------------------------------------------------------
AllianceBernstein Corporate Shares--AllianceBernstein Corporate
Income Shares N/A 3,059,788
AllianceBernstein Corporate Shares--AllianceBernstein Municipal
Income Shares N/A 1,000,000
AllianceBernstein Corporate Shares--AllianceBernstein Taxable Multi-
Sector Income Shares N/A None
AllianceBernstein Exchange Reserves 493,572,044
AMIF II 140,458,174,738
TAP 124,836,115,684A 229,479,950
B 37,258,044
C 28,125,925
Advisor 148,257,362
R 7,640,783
K 40,912,032
I 2,658,547
AllianceBernstein Municipal Income Fund II--Arizona Portfolio A 14,219,783
B 414,365
C 3,366,758
AllianceBernstein Municipal Income Fund II--Massachusetts Portfolio A 16,705,338
B 446,931
C 5,773,834
AllianceBernstein Municipal Income Fund II--Michigan Portfolio A 6,831,581
B 309,337
C 3,279,762
AllianceBernstein Municipal Income Fund II--Minnesota Portfolio A 10,376,289
B 68,790
C 2,110,730
AllianceBernstein Municipal Income Fund II--New Jersey Portfolio A 13,161,568
B 503,865
C 3,886,570
AllianceBernstein Municipal Income Fund II--Ohio Portfolio A 11,859,536
B 506,450
C 4,331,132
AllianceBernstein Municipal Income Fund II--Pennsylvania Portfolio A
B 9,929,261
C 453,809
Advisor 2,712,612
AllianceBernstein Municipal Income Fund II--Virginia Portfolio A 18,443,973
B 442,440
C 5,394,656
The AllianceBernstein Portfolios--AllianceBernstein Growth Fund A 15,371,602
B 1,893,501
C 2,924,664
Advisor 288,278
R 36,253
K 44,006
I 305
A-1
NUMBER OF
FUND NAME CLASS OUTSTANDING SHARES
- -----------------------------------------------------------------------------------------------
The AllianceBernstein Portfolios--AllianceBernstein Conservative A 32,214,062
Wealth Strategy B 11,297,547
C 16,118,949
Advisor 2,214,010
R 1,382,014
K 524,822
I 294,200
The AllianceBernstein Portfolios--AllianceBernstein Tax-Managed A 6,185,467
Conservative Wealth Strategy B 1,087,416
C 2,482,340
Advisor 457,735
The AllianceBernstein Portfolios--AllianceBernstein Balanced Wealth A 95,906,810
Strategy B 33,501,876
C 40,458,041
Advisor 7,934,613
R 2,369,525
K 2,349,538
I 1,986,977
The AllianceBernstein Portfolios--AllianceBernstein Tax-Managed A 12,393,676
Balanced Wealth Strategy B 2,190,101
C 4,538,714
Advisor 1,147,621
The AllianceBernstein Portfolios--AllianceBernstein Wealth A 51,675,579
Appreciation Strategy B 15,291,969
C 20,061,211
Advisor 59,578,290
R 1,795,229
K 2,022,822
I 1,150,202
AllianceBernstein Tax-Managed Wealth Appreciation Strategy A 5,076,624
B 919,999
C 2,767,790
Advisor 43,838,775
APPENDIX B
ADDITIONAL INFORMATION REGARDING DIRECTORS
Ownership in the Funds
It is the policy of the Boards of Directors of the Funds that each
Independent Director will invest a minimum of $250,000 in shares of investment
companies in the AllianceBernstein Fund Complex within 12 months of becoming an
Independent Director.
The dollar range of the Funds' securities owned by each Director and nominee
and the aggregate dollar range of securities owned in the AllianceBernstein
Fund Complex are set forth below.
Aggregate Dollar Range
of Equity Securities in
the Funds in the
Dollar Range of Equity Securities in a Fund AllianceBernstein Fund Complex
as of August 12, 2005 as of August 12, 2005
----------------------------------------------- ------------------------------AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES IN
THE FUNDS IN THE
DOLLAR RANGE OF EQUITY ALLIANCEBERNSTEIN FUND
SECURITIES IN A FUND COMPLEX AS OF
AS OF SEPTEMBER 2, 2010 SEPTEMBER 2, 2010
------------------ ------------------------- -----------------------
Ruth Block Americas Government Income: Over $100,000 Over $100,000
ABSS: None
ABF: Over $100,000
Balanced Shares: None
ABT: $ 10,001-$50,000
ACF: $ 10,001-$50,000
Emerging Market: None
Exchange Reserves: None
Focused Growth & Income: $ 10,001-$50,000
Greater China: None
Global Health Care: None
Growth & Income: None
Global Research Growth: None
Global Strategic Income: Over $100,000
Global Technology: $50,001-$100,000
High Yield: None
International Growth: $ 10,001-$50,000
International Research Growth: None
AIF: None
Large Cap Growth: $50,001-$100,000
Mid-Cap Growth: Over $100,000
AMIF: None
AMIF II: None
Multi-Market Strategy: None
Real Estate: None
Utility Income: None
TAP: Over $100,000
David H. Dievler Americas Government Income: $ 10,001-$50,000 Over $100,000
ABSS: None
ABF: Over $100,000
Balanced Shares: None
ABT: $50,001-$100,000
ACF: $ 10,001-$50,000
Emerging Market: None
Exchange Reserves: $ 10,001-$50,000
Focused Growth & Income: None
Greater China: None
Global Health Care: Over $100,000
B-1
Aggregate Dollar Range
of Equity Securities in
the Funds in the
Dollar Range of Equity Securities in a Fund AllianceBernstein Fund Complex
as of August 12, 2005 as of August 12, 2005
----------------------------------------------- ------------------------------
Growth & Income: Over $100,000
Global Research Growth: None
Global Strategic Income: Over $100,000
Global Technology: $ 10,001-$50,000
High Yield: None
International Growth: Over $100,000
International Research Growth: None
AIF: None
Large Cap Growth: $50,001-$100,000
Mid-Cap Growth: Over $100,000
AMIF: $50,001-$100,000
AMIF II: Over $100,000
Multi-Market Strategy: None
Real Estate: None
Utility Income: None
TAP: None
John H. Dobkin Americas Government Income:ABS None Over $100,000
ABSS:ABSS None
ABF:ABF None
Balanced Shares:ACF $10,001-$50,000
ACOF None
ABT:ACS None
ADYF None
AEIF None
AEXR None
AFIS None
AGBF $10,001-$50,000
AGGF None
AGREIF None
AGTGF $50,001-$100,000
AGIF $50,001-$100,000
AHIF None
AIGF $50,001-$100,000
ALCGF Over $100,000
ACF: $ 10,001-AMIF None
AMIF II None
ASMCGF $10,001-$50,000
Emerging Market: None
Exchange Reserves: $ 10,001-$50,000
Focused Growth & Income: None
Greater China: None
Global Health Care:ABT $50,001-$100,000
Growth & Income: Over $100,000
Global Research Growth: None
Global Strategic Income: None
Global Technology: $ 10,001-$50,000
High Yield: None
International Growth: $ 10,001-$50,000
International Research Growth: None
AIF: None
Large Cap Growth: Over $100,000
Mid-Cap Growth: None
AMIF: None
AMIF II: None
Multi-Market Strategy: None
Real Estate: None
Utility Income: None
TAP:TAP Over $100,000
Michael J. Downey Americas Government Income:ABS None Over $100,000
ABSS: $ 10,001-ABSS $10,001-$50,000
ABF:ABF None
ACF None
B-2
Aggregate Dollar Range
of Equity Securities in
the Funds in the
Dollar Range of Equity Securities in a Fund AllianceBernstein Fund Complex
as of August 12, 2005 as of August 12, 2005
---------------------------------------------- ------------------------------AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES IN
THE FUNDS IN THE
DOLLAR RANGE OF EQUITY ALLIANCEBERNSTEIN FUND
SECURITIES IN A FUND COMPLEX AS OF
AS OF SEPTEMBER 2, 2010 SEPTEMBER 2, 2010
---------------------- ------------------------- -----------------------
Balanced Shares: None
ABT:ACOF $10,001-$50,000
ACF:ACS None
Emerging Market:ADYF None
Exchange Reserves:AEIF None
Focused Growth & Income:AEXR None
Greater China:AFIS None
Global Health Care:AGBF None
Growth & Income:AGGF None
Global Research Growth:AGREIF None
Global Strategic Income:AGTGF $50,001-$100,000
AGIF None
Global Technology: None
High Yield:AHIF $10,001-$50,000
International Growth:AIGF None
International Research Growth:ALCGF None
AIF:AMIF None
Large Cap Growth:AMIF II None
Mid-Cap Growth:ASMCGF $10,001-$50,000
AMIF: None
AMIF II: None
Multi-Market Strategy: None
Real Estate: None
Utility Income: None
TAP:ABT $10,001-$50,000
TAP None
William H. Foulk, Jr. Americas Government Income:ABS None Over $100,000
ABSS:ABSS None
ABF:ABF None
Balanced Shares: None
ABT: None
ACF:ACF $10,001-$50,000
Emerging Market:ACOF None
Exchange Reserves:ACS None
Focused Growth & Income:ADYF None
Greater China:AEIF None
Global Health Care: None
Growth & Income: None
Global Research Growth: None
Global Strategic Income: None
Global Technology:AEXR $10,001-$50,000
High Yield:AFIS None
International Growth:AGBF None
AGGF None
AGREIF None
AGTGF $10,001-$50,000
International Research Growth:AGCF None
AIF:AGIF None
Large Cap Growth:AHIF None
AIGF $10,001-$50,000
Mid-Cap Growth:ALCGF $10,001-$50,000
AMIF:AMIF None
AMIF II:II None
B-3
Aggregate Dollar Range
of Equity Securities in
the Funds in the
Dollar Range of Equity Securities in a Fund AllianceBernstein Fund Complex
as of August 12, 2005 as of August 12, 2005
----------------------------------------------- ------------------------------AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES IN
THE FUNDS IN THE
DOLLAR RANGE OF EQUITY ALLIANCEBERNSTEIN FUND
SECURITIES IN A FUND COMPLEX AS OF
AS OF SEPTEMBER 2, 2010 SEPTEMBER 2, 2010
----------------- ------------------------- -----------------------
Multi-Market Strategy: None
Real Estate: None
Utility Income: None
TAP: $1-ASMCGF $10,001-$10,00050,000
ABT $10,001-$50,000
TAP $10,001-$50,000
D. James Guzy Americas Government Income: None $10,001-$50,000
ABSS: None
ABF: None
Balanced Shares: None
ABT: None
ACF: None
Emerging Market: None
Exchange Reserves: None
Focused Growth & Income: None
Greater China: None
Global Health Care: None
Growth & Income: None
Global Research Growth: None
Global Strategic Income: None
Global Technology: $10,001-$50,000
High Yield: None
International Growth: None
International Research Growth: None
AIF: None
Large Cap Growth: None
Mid-Cap Growth: None
AMIF: None
AMIF II: None
Multi-Market Strategy: None
Real Estate: None
Utility Income: None
TAP: None
Marc O. Mayer Americas Government Income:ABS None Over $100,000
ABSS:ABSS None
ABF:ABF None
ACF None
ACOF None
ACS None
ADYF None
AEIF None
AEXR None
AFIS None
AGBF None
AGREIF None
AGTGF $50,001-$100,000
AGGF None
AGIF None
AHIF None
AIGF None
ALCGF None
AMIF None
AMIF II None
ASMCGF None
ABT None
TAP Over $100,000
Nancy P. Jacklin ABS None Over $100,000
ABSS $50,001-$100,000
ABF None
ACF None
ACOF None
ACS None
ADYF None
AEIF $10,001-$50,000
Balanced Shares:AEXR $10,001-$50,000
ABT: Over $100,000*
ACF:AFIS None
Emerging Market: $1-$10,000
Exchange Reserves:AGBF None
Focused Growth & Income:AGGF None
Greater China: None
Global Health Care: $1-$10,000
Growth & Income: $50,001-$100,000
Global Research Growth: None
Global Strategic Income: $1-$10,000
Global Technology:AGREIF None
B-4
Aggregate Dollar Range
of Equity Securities in
the Funds in the
Dollar Range of Equity Securities in a Fund AllianceBernstein Fund Complex
as of August 12, 2005 as of August 12, 2005
----------------------------------------------- ------------------------------AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES IN
THE FUNDS IN THE
DOLLAR RANGE OF EQUITY ALLIANCEBERNSTEIN FUND
SECURITIES IN A FUND COMPLEX AS OF
AS OF SEPTEMBER 2, 2010 SEPTEMBER 2, 2010
------------------------ ------------------------- -----------------------
High Yield: $ 1-$10,000
International Growth:AGTGF None
International Research Growth:AGIF None
AIF:AHIF None
AIGF None
ALCGF $10,001-$50,000
AMIF $10,001-$50,000
AMIF II None
ASMCGF None
ABT None
TAP $50,001-$100,000
Robert M. Keith TAP Over $100,000*
Large Cap Growth:$100,000 Over $100,000
Garry L. Moody ABS None Mid-Cap Growth: Over $100,000*
AMIF:$100,000
ABSS None
ABF None
ACF None
ACOF None
ADYF None
AEIF $10,001-$50,000
AEXR Over $100,000
AGBF None
AGCF $10,001-$50,000
AGGF None
AGREIF None
AGTGF $10,001-$50,000
AGIF None
AHIF None
AIGF None
ALCGF $10,001-$50,000
AMIF None
AMIF II:II None
Multi-Market Strategy:ASMCGF $10,001-$50,000
ABT None
Real Estate: None
Utility Income: None
TAP: Over $100,000TAP $10,001-$50,000
Marshall C. Turner, Jr. Americas Government Income:ABS None Over $100,000
ABSS:ABSS None
ABF:ABF None
Balanced Shares:ACF None
ABT:ACOF None
ACS None
AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES IN
THE FUNDS IN THE
DOLLAR RANGE OF EQUITY ALLIANCEBERNSTEIN FUND
SECURITIES IN A FUND COMPLEX AS OF
AS OF SEPTEMBER 2, 2010 SEPTEMBER 2, 2010
--------------- ------------------------- -----------------------
ADYF $50,001-$100,000
ACF:AEIF $10,001-$50,000
AEXR None
Emerging Market:AFIS None
Exchange Reserves:AGBF None
Focused Growth & Income:AGGF None
Greater China:AGREIF None
Global Health Care:AGTGF Over $100,000
AGIF None
Growth & Income:AHIF None
Global Research Growth:AIGF None
Global Strategic Income:ALCGF None
Global Technology:AMIF $10,001-$50,000
AMIF II None
ASMCGF $50,001-$100,000
High Yield:ABT Over $100,000
TAP $50,001-$100,000
Earl D. Weiner ABS None International Growth:Over $100,000
ABSS Over $100,000
ABF None
International Research Growth:ACF None
AIF:ACOF None
Large Cap Growth:ACS None
Mid-Cap Growth:ADYF None
AMIF:AEIF None
AEXR None
AFIS None
AGBF None
AGGF None
AGREIF None
AGTGF None
AGIF None
AHIF None
AIGF $10,001-$50,000
ALCGF $1-$10,000
AMIF None
AMIF II:II None
Multi-Market Strategy:ASMCGF $1-$10,000
ABT $10,001-$50,000
TAP None
Real Estate: None
Utility Income: None
TAP: $ 10,001-$50,000
- --------
* Includes unvested ownership amounts through Alliance Deferred Compensation
Plan.
Compensation From the Funds
None of the Funds pays any fees to, or reimburses expenses of, any Director
during a time when the Director is considered an "interested person" of the
Fund. The aggregate compensation paid by a Fund to the Directors during the
Fund's respective fiscal year ended in either 20042009 or 2005,2010, the aggregate
compensation paid to the Directors during calendar year 20042009 by all of the
investment companies in the AllianceBernstein Fund Complex, and the total
number of investment companies in the AllianceBernstein Fund Complex as to
which the Directors are a director or trustee and the number of
B-5
investment
portfolios as to which the Directors are directors or trustees, are set forth
below. Neither the Funds nor any other investment company in the
AllianceBernstein Fund Complex provides compensation in the form of pension or
retirement benefits to any of its Directors.Directors or pays compensation to officers of
the Fund.
Number of Number of
Investment Investment
Companies in the Portfolios within
Compensation AllianceBernstein the AllianceBernstein
from the Fund Complex, Fund Complex,
AllianceBernstein including the including the
Fund Complex, Funds, as to which Funds, as to which
Compensation from a Fund during including the the Director is a the Director is a
Name of Director its Fiscal Year ended in 2004 or 2005 Funds, during 2004 Director or Trustee Director or TrusteeNUMBER OF
NUMBER OF INVESTMENT
INVESTMENT PORTFOLIOS
COMPANIES IN THE WITHIN THE
ALLIANCEBERNSTEIN ALLIANCEBERNSTEIN
COMPENSATION FUND COMPLEX, FUND COMPLEX,
COMPENSATION FROM THE INCLUDING THE INCLUDING THE
FROM A ALLIANCEBERNSTEIN FUNDS, AS TO FUNDS, AS TO
FUND DURING FUND COMPLEX, WHICH THE WHICH THE
ITS FISCAL INCLUDING DIRECTOR IS A DIRECTOR IS A
YEAR ENDED IN THE FUNDS, DIRECTOR OR DIRECTOR OR
NAME OF DIRECTOR 2009 OR 2010 DURING 2009 TRUSTEE TRUSTEE
- ---------------- ------------------------------------- ------------------ ------------------- ---------------------
-------------- ----------------- ----------------- -----------------
Ruth Block
John H. Dobkin $ 2,200 Americas Government
Income $223,200 39 1055,538 ABS $242,200 32 93
$ 2,2005,520 ABSS
$ 2,201 Corporate Bond5,594 ABF
$ 2,943 Quality Bond
$ 2,201 U.S. Government
$ 2,776 Balanced Shares
$11,102 ABT
$ 4,1175,460 ACF
$ 2,943 Emerging Market5,538 ACOF
$ 2,200 Exchange Reserves4,922 ACS
$ 2,776 Focused Growth & Income5,508 ADYF
$ 3,556 Global Health Care5,538 AEIF
$ 2,943 Growth & Income5,596 AEXR
$ 761 Global Research Growth5,585 AFIS
$ 2,943 Global Strategic Income5,482 AGBF
$ 2,200 High Yield5,460 AGGF
$ 2,943 AIF5,538 AGREIF
$ 3,556 International Growth5,460 AGTGF
$ 2,862 International Research
Growth5,508 AGIF
$ 3,237 Large Cap Growth5,594 AHIF
$ 2,986 Mid-Cap Growth5,460 AIGF
$ 2,9455,460 ALCGF
$ 5,962 AMIF
$ 2,202$4,934 AMIF II
$ 2,943 Multi-Market Strategy5,460 ASMCGF
$ 2,776 Real Estate
$ 2,776 Utility Income
$17,274 TAP - all Funds except
Growth
$ 2,986 Growth
David H. Dievler $ 2,179 Americas Government
Income $268,250 41 107
$ 2,179 ABSS
$ 2,180 Corporate Bond
$ 2,922 Quality Bond
$2, 180 U.S. Government
$ 2,755 Balanced Shares
$11,0185,538 ABT
$ 4,102 ACF
$ 2,922 Emerging Market5,460 TAP
Number of Number of
Investment Investment
Companies in the Portfolios within
Compensation AllianceBernstein the AllianceBernstein
from the Fund Complex, Fund Complex,
AllianceBernstein including the including the
Fund Complex, Funds, as to which Funds, as to which
Compensation from a Fund during including the the Director is a the Director is a
Name of Director its Fiscal Year ended in 2004 or 2005 Funds, during 2004 Director or Trustee Director or TrusteeNUMBER OF
NUMBER OF INVESTMENT
INVESTMENT PORTFOLIOS
COMPANIES IN THE WITHIN THE
ALLIANCEBERNSTEIN ALLIANCEBERNSTEIN
COMPENSATION FUND COMPLEX, FUND COMPLEX,
COMPENSATION FROM THE INCLUDING THE INCLUDING THE
FROM A ALLIANCEBERNSTEIN FUNDS, AS TO FUNDS, AS TO
FUND DURING FUND COMPLEX, WHICH THE WHICH THE
ITS FISCAL INCLUDING DIRECTOR IS A DIRECTOR IS A
YEAR ENDED IN THE FUNDS, DIRECTOR OR DIRECTOR OR
NAME OF DIRECTOR 2009 OR 2010 DURING 2009 TRUSTEE TRUSTEE
- ---------------- ------------------------------------- ------------------ ------------------- ---------------------
---------------------- -------------- ----------------- ----------------- -----------------
Michael J. Downey $ 2,179 Exchange Reserves5,538 ABS $241,000 32 93
$ 2,755 Focused Growth & Income5,520 ABSS
$ 2,474 Greater China5,594 ABF
$ 3,545 Global Health Care5,460 ACF
$ 2,922 Growth & Income5,538 ACOF
$ 761 Global Research Growth4,922 ACS
$ 2,922 Global Strategic Income
$24,428 Global Technology5,508 ADYF
$ 2,179 High Yield5,538 AEIF
$ 2,922 AIF5,596 AEXR
$ 3,545 International Growth5,585 AFIS
$ 2,847 International Research
Growth5,482 AGBF
$ 3,222 Large Cap Growth5,460 AGGF
$ 5,734 Mid-Cap Growth5,538 AGREIF
$ 2,9245,460 AGTGF
$ 5,508 AGIF
$ 5,594 AHIF
$ 5,460 AIGF
$ 5,460 ALCGF
$ 5,962 AMIF
$ 2,171$4,934 AMIF II
$ 2,922 Multi-Market Strategy5,460 ASMCGF
$ 2,755 Real Estate5,538 ABT
$ 2,755 Utility Income
$17,1805,460 TAP
- all Funds except
GrowthWilliam H. Foulk, Jr. $ 2,971 Growth
John H. Dobkin10,439 ABS $484,400 34 95
$ 2,187 Americas Government
Income $252,900 39 105
$ 2,18710,395 ABSS
$ 2,188 Corporate Bond10,467 ABF
$ 2,930 Quality Bond
$ 2,188 U.S. Government
$ 2,763 Balanced Shares
$11,050 ABT
$ 4,10710,282 ACF
$ 2,930 Emerging Market10,439 ACOF
$ 2,187 Exchange Reserves12,350 ACS
$ 2,763 Focused Growth & Income10,381 ADYF
$ 3,549 Global Health Care10,439 AEIF
$ 2,930 Growth & Income10,492 AEXR
$ 761 Global Research Growth10,513 AFIS
$ 2,930 Global Strategic Income10,358 AGBF
$ 0 Global Technology
$ 2,187 High Yield
$ 2,930 AIF
$ 3,549 International Growth
$ 2,852 International Research
Growth10,282 AGGF
Number of Number of
Investment Investment
Companies in the Portfolios within
Compensation AllianceBernstein the AllianceBernstein
from the Fund Complex, Fund Complex,
AllianceBernstein including the including the
Fund Complex, Funds, as to which Funds, as to which
Compensation from a Fund during including the the Director is a the Director is a
Name of Director its Fiscal Year ended in 2004 or 2005 Funds, during 2004 Director or Trustee Director or TrusteeNUMBER OF
NUMBER OF INVESTMENT
INVESTMENT PORTFOLIOS
COMPANIES IN THE WITHIN THE
ALLIANCEBERNSTEIN ALLIANCEBERNSTEIN
COMPENSATION FUND COMPLEX, FUND COMPLEX,
COMPENSATION FROM THE INCLUDING THE INCLUDING THE
FROM A ALLIANCEBERNSTEIN FUNDS, AS TO FUNDS, AS TO
FUND DURING FUND COMPLEX, WHICH THE WHICH THE
ITS FISCAL INCLUDING DIRECTOR IS A DIRECTOR IS A
YEAR ENDED IN THE FUNDS, DIRECTOR OR DIRECTOR OR
NAME OF DIRECTOR 2009 OR 2010 DURING 2009 TRUSTEE TRUSTEE
- ---------------- ------------------------------------- ------------------ ------------------- ---------------------
-------------- ----------------- ----------------- -----------------
$10,439 AGREIF
$ 3,102 Large Cap Growth10,282 AGTGF
$ 5,614 Mid-Cap Growth10,282 AGCF
$ 2,93110,381 AGIF
$ 10,467 AHIF
$ 10,282 AIGF
$ 10,282 ALCGF
$ 10,841 AMIF
$9,408 AMIF II
$10,282 ASMCGF
$ 2,18410,439 ABT
$ 10,282 TAP
D. James Guzy $ 5,538 ABS $241,000 32 93
$ 5,520 ABSS
$ 5,594 ABF
$ 5,460 ACF
$ 5,538 ACOF
$ 4,992 ACS
$ 5,508 ADYF
$ 5,538 AEIF
$ 5,596 AEXR
$ 5,585 AFIS
$ 5,482 AGBF
$ 5,460 AGGF
$ 5,538 AGREIF
$ 5,460 AGTGF
$ 5,508 AGIF
$ 5,594 AHIF
$ 5,460 AIGF
$ 5,460 ALCGF
$ 5,962 AMIF
$4,934 AMIF II
$ 2,930 Multi-Market Strategy5,460 ASMCGF
$ 2,763 Real Estate
$ 2,763 Utility Income
$17,213 TAP - all Funds except
Growth
$ 2,852 Growth
Michael J. Downey $ 0 Americas Government
Income $ 0 36 80
$ 0 ABSS
$ 0 ABF
$ 0 Balanced Shares
$ 05,538 ABT
$ 0 ACF
$ 0 Emerging Market
$ 0 Exchange Reserves
$ 0 Focused Growth & Income
$ 0 Global Health Care
$ 0 Growth & Income
$ 0 Global Research Growth
$ 0 Global Strategic Income
$ 0 High Yield
$ 0 AIF
$ 0 International Growth
$ 0 International Research
Growth
$ 0 Large Cap Growth
$ 0 AMIF
$ 0 AMIF II
$ 0 Real Estate
$ 0 Utility Income
William H. $ 3,483 Americas Government
Foulk, Jr. Income $465,250 42 108
$ 3,482 ABSS
$ 3,483 Corporate Bond
$ 4,514 Quality Bond
$ 3,483 U.S. Government
$ 4,346 Balanced Shares
$17,385 ABT
$ 5,406 ACF
$ 4,514 Emerging Market5,460 TAP
Number of Number of
Investment Investment
Companies in the Portfolios within
Compensation AllianceBernstein the AllianceBernstein
from the Fund Complex, Fund Complex,
AllianceBernstein including the including the
Fund Complex, Funds, as to which Funds, as to which
Compensation from a Fund during including the the Director is a the Director is a
Name of Director its Fiscal Year ended in 2004 or 2005 Funds, during 2004 Director or Trustee Director or TrusteeNUMBER OF
NUMBER OF INVESTMENT
INVESTMENT PORTFOLIOS
COMPANIES IN THE WITHIN THE
ALLIANCEBERNSTEIN ALLIANCEBERNSTEIN
COMPENSATION FUND COMPLEX, FUND COMPLEX,
COMPENSATION FROM THE INCLUDING THE INCLUDING THE
FROM A ALLIANCEBERNSTEIN FUNDS, AS TO FUNDS, AS TO
FUND DURING FUND COMPLEX, WHICH THE WHICH THE
ITS FISCAL INCLUDING DIRECTOR IS A DIRECTOR IS A
YEAR ENDED IN THE FUNDS, DIRECTOR OR DIRECTOR OR
NAME OF DIRECTOR 2009 OR 2010 DURING 2009 TRUSTEE TRUSTEE
- ---------------- ------------------------------------- ------------------ ------------------- ---------------------
----------------- -------------- ----------------- ----------------- -----------------
Nancy P. Jacklin $ 3,483 Exchange Reserves5,538 ABS $242,200 32 93
$ 4,346 Focused Growth & Income5,520 ABSS
$ 3,779 Greater China5,594 ABF
$ 4,849 Global Health Care5,460 ACF
$ 4,514 Growth & Income5,538 ACOF
$ 761 Global Research Growth4,922 ACS
$ 4,514 Global Strategic Income
$25,733 Global Technology5,508 ADYF
$ 3,483 High Yield5,538 AEIF
$ 4,514 AIF5,596 AEXR
$ 4,849 International Growth5,585 AFIS
$ 4,151 International Research
Growth5,482 AGBF
$ 4,526 Large Cap Growth5,460 AGGF
$ 4,275 Mid-Cap Growth5,538 AGREIF
$ 4,5195,460 AGTGF
$ 5,508 AGIF
$ 5,594 AHIF
$ 5,460 AIGF
$ 5,460 ALCGF
$ 5,962 AMIF
$ 3,483$4,934 AMIF II
$ 4,514 Multi-Market Strategy5,460 ASMCGF
$ 4,346 Real Estate5,538 ABT
$ 4,346 Utility Income
$24,9995,460 TAP
all Funds except
GrowthGarry L. Moody $ 4,276 Growth
D. James Guzy $27,350 Global Technology $25,350 1 1
Marc O. Mayer6,341 ABS $270,200 31 91
$ 06,309 ABSS
$ 0 37 826,391 ABF
$ 6,247 ACF
$ 6,341 ACOF
$ 6,305 ADYF
$ 6,341 AEIF
$ 6,391 AEXR
$ 6,276 AGBF
$ 6,247 AGCF
$ 6,247 AGGF
$ 6,341 AGREIF
$ 6,247 AGTGF
NUMBER OF
NUMBER OF INVESTMENT
INVESTMENT PORTFOLIOS
COMPANIES IN THE WITHIN THE
ALLIANCEBERNSTEIN ALLIANCEBERNSTEIN
COMPENSATION FUND COMPLEX, FUND COMPLEX,
COMPENSATION FROM THE INCLUDING THE INCLUDING THE
FROM A ALLIANCEBERNSTEIN FUNDS, AS TO FUNDS, AS TO
FUND DURING FUND COMPLEX, WHICH THE WHICH THE
ITS FISCAL INCLUDING DIRECTOR IS A DIRECTOR IS A
YEAR ENDED IN THE FUNDS, DIRECTOR OR DIRECTOR OR
NAME OF DIRECTOR 2009 OR 2010 DURING 2009 TRUSTEE TRUSTEE
- ------------------------ -------------- ----------------- ----------------- -----------------
$ 6,305 AGIF
$ 6,391 AHIF
$ 6,247 AIGF
$ 6,247 ALCGF
$ 6,832 AMIF
$5,664 AMIF II
$ 6,247 ASMCGF
$ 6,341 ABT
$ 6,247 TAP
Marshall C. Turner, Jr. $27,850 Global Technology $25,350 1 1$ 5,538 ABS $242,200 32 93
$ 5,520 ABSS
$ 5,594 ABF
$ 5,460 ACF
$ 5,538 ACOF
$ 4,922 ACS
$ 5,508 ADYF
$ 5,538 AEIF
$ 5,596 AEXR
$ 5,585 AFIS
$ 5,482 AGBF
$ 5,460 AGGF
$ 5,538 AGREIF
$ 5,460 AGTGF
$ 5,508 AGIF
$ 5,594 AHIF
$ 5,460 AIGF
$ 5,460 ALCGF
$ 5,962 AMIF
$4,934 AMIF II
$ 5,460 ASMCGF
$ 5,538 ABT
$ 5,460 TAP
Earl D. Weiner $ 5,960 ABS $260,200 32 93
$ 5,937 ABSS
$ 6,013 ABF
B-9
NUMBER OF
NUMBER OF INVESTMENT
INVESTMENT PORTFOLIOS
COMPANIES IN THE WITHIN THE
ALLIANCEBERNSTEIN ALLIANCEBERNSTEIN
COMPENSATION FUND COMPLEX, FUND COMPLEX,
COMPENSATION FROM THE INCLUDING THE INCLUDING THE
FROM A ALLIANCEBERNSTEIN FUNDS, AS TO FUNDS, AS TO
FUND DURING FUND COMPLEX, WHICH THE WHICH THE
ITS FISCAL INCLUDING DIRECTOR IS A DIRECTOR IS A
YEAR ENDED IN THE FUNDS, DIRECTOR OR DIRECTOR OR
NAME OF DIRECTOR 2009 OR 2010 DURING 2009 TRUSTEE TRUSTEE
- ---------------- -------------- ----------------- ----------------- -----------------
$ 5,874 ACF
$ 5,960 ACOF
$ 5,329 ACS
$ 5,927 ADYF
$ 5,960 AEIF
$ 6,015 AEXR
$ 6,009 AFIS
$ 5,901 AGBF
$ 5,874 AGGF
$ 5,960 AGREIF
$ 5,874 AGTGF
$ 5,927 AGIF
$ 6,013 AHIF
$ 5,874 AIGF
$ 5,874 ALCGF
$ 6,418 AMIF
$5,316 AMIF II
$ 5,874 ASMCGF
$ 5,960 ABT
$ 5,874 TAP
APPENDIX C
GOVERNANCE AND NOMINATING COMMITTEECOPY OF MODEL CHARTER
FOR
REGISTERED INVESTMENT COMPANIES IN THE ALLIANCE COMPLEX
(EACH, A "COMPANY")
The Board of Directors/Trustees (the "Board") of the Company, has adopted
this Charter to govern the activities of the Governance and Nominating
Committee (the "Committee") of the Board. This Charter supersedes the
Nominating Committee Charter previously adopted by the Board.
Statement of Purposes and Responsibilities
The purpose of the Committee is to assist the Board in carrying out its
responsibilities with respect to governance of the Company and the selection,
nomination, evaluation and compensation of members of the Board in accordance
with applicable laws, regulations, stock exchange requirements and industry
best practices. The primary responsibilities of the Committee are:
. to monitor and evaluate industry and legal developments affecting
corporate governance and recommend from time to time appropriate policies
and procedures for adoption by the Board;
. to monitor, evaluate and make recommendations to the Board with respect
to the structure, size and functioning of the Board and its committees;
. to identify, consider and recommend to the Board for nomination and
re-nomination individuals who are qualified to become and continue as
members of the Board or its committees, and to propose qualifications,
policies and procedures relating thereto, including modifications to
those set forth in the Company's Bylaws, resolutions of the Board and
this Charter;
. to assist the Board in establishing standards and policies for continuing
Board membership and procedures for the evaluation of the performance of
the Board and its committees;
. to review and make recommendations to the Board regarding compensation of
Board and committee members and staffing for Board and committee
chairmen; and
. review and recommend to the Board appropriate insurance coverage.
Organization and Operation
The Committee shall be composed of as many members as the Board shall
determine in accordance with the Company's Bylaws, but in any event not less
than two. The Committee must consist entirely of Board members who are not
"interested persons" of the Company ("Independent Directors"), as defined in
Section 2(a)(19) of the Investment Company Act of 1940 (the "1940 Act"). The
Board may remove or replace any member of the Committee at any time in its sole
discretion. One or more members of the Committee may be designated by the Board
as the Committee's chairman or co-chairman, as the case may be.
Committee meetings shall be held in accordance with the Company's Bylaws as
and when the Committee or the Board determines necessary or appropriate. Except
as may be otherwise set forth in the Company's Bylaws or the Board may
otherwise provide, the chairman, a co-chairman or any two members of the
Committee may set the time and place of its meeting.
The Committee may, in its discretion, delegate all or a portion of its
duties and responsibilities to subcommittees of the Committee, which may
consist of one or more members.
The Committee shall have the resources and authority appropriate to
discharge its duties and responsibilities, including the authority to select,
retain, terminate and approve the fees and other retention terms of special
counsel or other experts or consultants, as it deems appropriate, without
seeking approval of the Board or management.
C-1
Governance and Evaluation
The Committee will assist the Board in vetting the independence of Board
members and the financial expertise of Audit Committee members. It will review
and make recommendations to the Board from time to time on corporate governance
matters, such as:
. size of the Board and desired qualifications and expertise of Board
members;
. appropriate Board committees, their size and membership;
. scheduling, agendas and minuting of Board and committee meetings;
. adequacy and timeliness of information provided to the Board and
committees;
. expectations of Board members, including attendance at meetings,
continuing education and ownership of shares of the Company;
. periodic evaluations of Board and committee performance; and
. retirement, rotation and re-nomination policies for Board and committee
members.
Nominations for Board Membership
The Committee will identify, evaluate and recommend to the Board candidates
for membership on the Board in accordance with policies and procedures of the
Company in effect from time to time. The Committee may, but is not required to,
retain a third party search firm at the Company's expense to identify potential
candidates.
Qualifications for Nominees to the Board
The Committee may take into account a wide variety of factors in considering
candidates for membership on the Board, including (but not limited to): (i) the
candidate's knowledge in matters relating to the investment company industry;
(ii) any experience possessed by the candidate as a director/trustee or senior
officer of other public companies; (iii) the candidate's educational
background; (iv) the candidate's reputation for high ethical standards and
personal and professional integrity; (v) any specific financial, technical or
other expertise possessed by the candidate, and the extent to which such
expertise would complement the Board's existing mix of skills and
qualifications; (vi) the candidate's perceived ability to contribute to the
on-going functions of the Board, including the candidate's ability and
commitment to attend meetings regularly, work collaboratively with other
members of the Board and carry out his or her duties in the best interests of
the Company; (vii) the candidate's ability to qualify as an Independent
Director for purposes of the 1940 Act and any other standards of independence
that may be relevant to the Company; and (viii) such other factors as the
Committee determines to be relevant in light of the existing composition of the
Board and any anticipated vacancies or other factors. It is the Board's policy
that Board members normally may not serve in a similar capacity on the board of
a registered investment company that is not sponsored by the Company's
investment adviser or its affiliates.
Identification of Nominees
In identifying potential nominees for the Board, the Committee may consider
candidates recommended by one or more of the following sources: (i) the
Company's current Board members, (ii) the Company's officers, (iii) the
Company's investment adviser(s), (iv) the Company's shareholders (see below)
and (v) any other source the Committee deems to be appropriate. The Committee
will not consider self-nominated candidates.
Consideration of Candidates Recommended by Shareholders
The Committee will consider and evaluate nominee candidates properly
submitted by shareholders on the same basis as it considers and evaluates
candidates recommended by other sources. Appendix A to this Charter, as it may
be amended from time to time by the Committee, sets forth qualifications and
procedures that must be
C-2
met or followed by shareholders to properly submit a nominee candidate to the
Committee (recommendations not properly submitted will not be considered by the
Committee).
Compensation and Insurance
The Committee shall evaluate periodically, and make recommendations to the
Board with respect to, the level and structure of the compensation of Board
members (including compensation for serving on committees of the Board or as
chairman or co-chairman of the Board or a committee) and the appropriateness
and level of staffing for the Chairman of the Board and committee chairmen. The
Committee shall consider, to the extent reasonably available, industry
practices for compensation of members and chairmen of boards and committees and
in providing staff to such chairmen.
The Committee shall also evaluate periodically and make recommendations to
the Board with respect to the adequacy and appropriateness of insurance
coverage and premiums.
C-3
Appendix A
Procedures for the Committee's Consideration of Candidates
Submitted by Shareholders
(Amended and restated as of February 8, 2005)
A candidate for nomination as a Board member submitted by a shareholder will
not be deemed to be properly submitted to the Committee for the Committee's
consideration unless the following qualifications have been met and procedures
followed:
1. A shareholder or group of shareholders (referred to in either case as a
"Nominating Shareholder") that, individually or as a group, has
beneficially owned at least 5% of the Company's common stock or shares
of beneficial interest for at least two years prior to the date the
Nominating Shareholder submits a candidate for nomination as a Board
member may submit one candidate to the Committee for consideration at an
annual meeting of shareholders.
2. The Nominating Shareholder must submit any such recommendation (a
"Shareholder Recommendation") in writing to the Company, to the
attention of the Secretary, at the address of the principal executive
offices of the Company.
3. The Shareholder Recommendation must be delivered to or mailed and
received at the principal executive offices of the Company not less than
120 calendar days before the date of the Company's proxy statement
released to shareholders in connection with the previous year's annual
meeting. If an annual meeting of shareholders was not held in the
previous year, the Shareholder Recommendation must be so delivered or
mailed and received within a reasonable amount of time before the
Company begins to print and mail its proxy materials. Public notice of
such upcoming annual meeting of shareholders may be given in a
shareholder report or other mailing to shareholders or by any other
means deemed by the Committee or the Board to be reasonably calculated
to inform shareholders.
4. The Shareholder Recommendation must include: (i) a statement in writing
setting forth (A) the name, date of birth, business address and
residence address of the person recommended by the Nominating
Shareholder (the "candidate"); (B) any position or business relationship
of the candidate, currently and within the preceding five years, with
the Nominating Shareholder or an Associated Person of the Nominating
Shareholder; (C) the class or series and number of all shares of the
Company owned of record or beneficially by the candidate, as reported to
such Nominating Shareholder by the candidate; (D) any other information
regarding the candidate that is required to be disclosed about a nominee
in a proxy statement or other filing required to be made in connection
with the solicitation of proxies for election of members of the Board
pursuant to Section 20 of the 1940 Act and the rules and regulations
promulgated thereunder; (E) whether the Nominating Shareholder believes
that the candidate is or will be an "interested person" of the Company
(as defined in the 1940 Act) and, if believed not to be an "interested
person," information regarding the candidate that will be sufficient for
the Company to make such determination; and (F) information as to the
candidate's knowledge of the investment company industry, experience as
a director/trustee or senior officer of public companies, memberships on
the boards of other registered investment companies and educational
background; (ii) the written and signed consent of the candidate to be
named as a nominee and to serve as a member of the Board if elected;
(iii) the written and signed agreement of the candidate to complete a
directors'/trustees' and officers' questionnaire if elected; (iv) the
Nominating Shareholder's name as it appears on the Company's books and
consent to be named as such by the Company; (v) the class or series and
number of all shares of the Company owned beneficially and of record by
the Nominating Shareholder and any Associated Person of the Nominating
Shareholder and the dates on which such shares were acquired, specifying
the number of shares owned beneficially but not of record by each and
identifying the nominee holders for the Nominating Shareholder and each
such Associated Person of the Nominating Shareholder; and (vi) a
description of all arrangements or understandings between the Nominating
C-4
Shareholder, the candidate and/or any other person or persons (including
their names) pursuant to which the recommendation is being made by the
Nominating Shareholder. "Associated Person of the Nominating
Shareholder" as used in this paragraph 4 means any person required to be
identified pursuant to clause (vi) and any other person controlling,
controlled by or under common control with, directly or indirectly, the
Nominating Shareholder or any person required to be identified pursuant
to clause (vi).
5. The Committee may require the Nominating Shareholder to furnish such
other information as it may reasonably require or deem necessary to
verify any information furnished pursuant to paragraph 4 above or to
determine the qualifications and eligibility of the candidate proposed
by the Nominating Shareholder to serve on the Board. If the Nominating
Shareholder fails to provide such other information in writing within
seven days of receipt of written request from the Committee, the
recommendation of such candidate as a nominee will be deemed not
properly submitted and will not be considered by the Committee.
C-5
APPENDIX D
FORM OF ARTICLES OF AMENDMENT AND RESTATEMENT
[ ]
FORM OF ARTICLES OF AMENDMENT AND RESTATEMENT[____________________________]
1. [ ],[__________], a Maryland corporation (the "Corporation"), desires to
amend and restate its charter as currently in effect and as hereinafter amended.
2. The following provisions are all the provisions of the charter currently
in effect and as hereinafter amended:
FIRST: (1) The name of the incorporator is [ ].[____________].
(2) The incorporator's post office address is [ ].[____________].
(3) The incorporator is over eighteen years of age.
(4) The incorporator is forming the corporation named in these
Articles of Incorporation under the general laws of the State of Maryland.
SECOND: The name of the corporation (hereinafter called the
"Corporation") is [ ][____________].
THIRD: (1) The purposes for which the Corporation is formed are to
conduct, operate and carry on the business of an investment company.
(2) The Corporation may engage in any other business and shall have all
powers conferred upon or permitted to corporations by the Maryland General
Corporation Law.
FOURTH: The post office address of the principal office of the
Corporation within the State of Maryland is 300 East Lombard Street, Baltimore,
Maryland 21202 in care of The Corporation Trust, Incorporated. The resident
agent of the Corporation in the State of Maryland is The Corporation Trust,
Incorporated, 300 East Lombard Street, Baltimore, Maryland 21202, a Maryland
corporation.
FIFTH: (1) The Corporation is authorized to issue [ ]
[______]([ ])______])
shares, all of which shall be Common Stock, $[ ]______] par value per share (the
"Common Stock"), and having an aggregate par value of [ ][______] dollars
($[ ])______]), classified and designated as follows:
Class [ ] Class [ ] Class [ ] Class [ ]
Name of Series Common Stock Common Stock Common Stock Common Stock
--------------
CLASS [__] CLASS [__] CLASS [__] CLASS [__]
NAME OF SERIES COMMON STOCK COMMON STOCK COMMON STOCK COMMON STOCK
----------------------- ------------ ------------ ------------ ------------
[ ] [ ] [ ] [ ] [ ]
[Portfolio] and any other portfolio hereafter established are each referred
to herein as a "Series." The Class [ ][__________] Common Stock of a Series, the
Class [ ][__________] Common Stock of a Series, the Class [ ][__________] Common
Stock of a Series, the Class [ ][__________] Common Stock of a Series and any
Class of a Series hereafter established are each referred herein as a "Class."
If shares of one Series or Class of stock are classified or reclassified into
shares of another Series or Class of stock pursuant to this Article FIFTH,
paragraph (2), the number of authorized shares of the former Series or Class
shall be automatically decreased and the number of shares of the latter Series
or Class shall be automatically increased, in each case by the number of shares
so classified or reclassified, so that the aggregate number of shares of stock
of all Series and Classes that the Corporation has
authority to issue shall not be more than the total number of shares of stock
set forth in the first sentence of this Article FIFTH, paragraph (1).
(2) The Board of Directors may classify any unissued shares of
Common Stock from time to time in one or more Series or Classes of stock. The
Board of Directors may reclassify any previously classified but unissued shares
of any Series or Class of stock from time to time in one or more Series or
Class of stock.
D-1
Prior to issuance of classified or reclassified shares of any
Series or Class, the Board of Directors by resolution shall: (a) designate that
Series or Class to distinguish it from all other Series or Classes of stock of
the Corporation; (b) specify the number of shares to be included in the Series
or Class; (c) set or change, subject to the express terms of any Series or
Class of stock of the Corporation outstanding at the time, the preferences,
conversion or other rights, voting powers, restrictions, limitations as to
dividends or other distributions, qualifications and terms and conditions of
redemption for each Series or Class; and (d) cause the Corporation to file
articles supplementary with the State Department of Assessments and Taxation of
Maryland ("SDAT"). Any of the terms of any Series or Class of stock set or
changed pursuant to clause (c) of this paragraph (2) may be made dependent upon
facts or events ascertainable outside the charter of the Corporation (the
"Charter"), including determinations by the Board of Directors or other facts
or events within the control of the Corporation, and may vary among holders
thereof, provided that the manner in which such facts, events or variations
shall operate upon the terms of such Series or Class of stock is clearly and
expressly set forth in the articles supplementary or other charter document
filed with the SDAT.
(3) As more fully set forth hereafter, the assets and liabilities
and the income and expenses of each Series or Class of the Corporation's stock
shall be determined separately from those of each other Series or Class of the
Corporation's stock and, accordingly, the net asset value, the dividends and
distributions payable to holders, and the amounts distributable in the event of
liquidation or dissolution of the Corporation to holders of shares of the
Corporation's stock may vary from Series to Series or Class to Class. In the
event that there are any assets, income, earnings, profits or proceeds which
are not readily identifiable as belonging to any particular series
(collectively, "General Assets"), such General Assets shall be allocated by or
under the direction of the Board of Directors to and among one or more Series
and Classes in such a manner and on such basis as the Board of Directors in its
sole discretion shall determine.
(4) Except as otherwise provided herein, all consideration
received by the Corporation for the issuance or sale of shares of a Series or
Class of the Corporation's stock, together with all funds derived from any
investment and reinvestment thereof and any General Assets allocated to such
Series or Class, shall irrevocably belong to that Series or Class for all
purposes, subject only to any automatic conversion of one Series or Class of
stock into another, as hereinafter provided for, and to the rights of creditors
of such Series or Class, and shall be so recorded upon the books of account of
the Corporation, and are herein referred to as "assets belonging to" such
Series or Class.
(5) The assets belonging to each Series or Class shall be charged
with the debts, liabilities, obligations and expenses incurred or contracted
for or otherwise existing with respect to such Series or Class and with such
Series' or Class' share of the general liabilities of the Corporation, in the
latter case in the proportion that the net asset value of such Series or Class
bears to the net asset value of all Series and Classes or as otherwise
determined by the Board of Directors in accordance with applicable law. The
determination of the Board of Directors shall be conclusive as to the
allocation of debts, liabilities, obligations and expenses, including accrued
expenses and reserves, to a Series or Class. The debts, liabilities,
obligations and expenses incurred or contracted for or otherwise existing with
respect to a Series or Class are enforceable with respect to that Series or
Class only and not against the assets of the Corporation generally or any other
Series or Class of stock of the Corporation.
(6) The assets attributable to the Classes of a Series shall be
invested in the same investment portfolio of the Corporation, and
notwithstanding the foregoing provisions of paragraphs (4) and (5) of this
Article FIFTH, the allocation of investment income and realized and unrealized
capital gains and losses and expenses and liabilities of the Corporation and of
any Series among the Classes of Common Stock of each Series shall be determined
by the Board of Directors in a manner that is consistent with the Investment
Company Act of 1940, the rules and regulations thereunder, and the
interpretations thereof, in each case as from time to time amended, modified or
superseded (the "Investment Company Act"). The determination of the Board of
Directors shall be conclusive as to the allocation of investment income and
realized and unrealized capital gains and losses, expenses and liabilities,
including accrued expenses and reserves, and assets to one or more particular
Series or Classes.
(7) Shares of each Class of stock shall be entitled to such
dividends or distributions, in cash, property or additional shares of stock or
the same or another Series or Class, as may be authorized from time to
D-2
time by
the Board of Directors (by resolution adopted from time to time, or pursuant to
a standing resolution or resolutions adopted only once or with such frequency
as the Board of Directors may determine, after providing that such dividend or
distribution shall not violate Section 2-311 of the Maryland General
Corporation Law) and declared by the Corporation with respect to such Class.
The nature of in-kind property distributions may vary among the holders of a
Class or Series, provided that the amount of the distribution per share, as
determined by the Board of Directors, shall be equivalent for all holders of
such Class or Series. Specifically, and without limiting the generality of the
foregoing, the dividends and distributions of investment income and capital
gains with respect to the different Series and with respect to the Class may
vary with respect to each such Series and Class to reflect differing
allocations of the expenses of the Corporation and the Series among the holders
of such Classes and any resultant differences between the net asset values per
share of such Classes, to such extent and for such purposes as the Board of
Directors may deem appropriate. The Board of Directors may determine that
dividends may be payable only with respect to those shares of stock that have
been held of record continuously by the stockholder for a specified period
prior to the record date of the date of the distribution.
(8) Except as provided below, on each matter submitted to a vote
of the stockholders, each holder of stock shall be entitled to one vote (1) for
each share standing in such stockholder's name on the books of the Corporation
or (2) if approved by the Board of Directors and pursuant to the issuance of an
exemptive order from the Securities and Exchange Commission, for each dollar of
net asset value per share of a Class or Series, as applicable. Subject to any
applicable requirements of the Investment Company Act, or other applicable law,
all holders of shares of stock shall vote as a single class except with respect
to any matter which the Board of Directors shall have determined affects only
one or more (but less than all) Series or Classes of stock, in which case only
the holders of shares of the Series or Classes affected shall be entitled to
vote. Without limiting the generality of the foregoing, and subject to any
applicable requirements of the Investment Company Act, or other applicable law,
the holders of each of the Classes of each Series shall have, respectively,
with respect to any matter submitted to a vote of stockholders (i) exclusive
voting rights with respect to any such matter that only affects the Series or
Class of Common Stock of which they are holders, including, without limitation,
the provisions of any distribution plan adopted by the Corporation pursuant to
Rule 12b-1 under the Investment Company Act (a "Plan") with respect to the
Class of which they are holders and (ii) no voting rights with respect to the
provisions of any Plan that affects one or more of such other Classes of Common
Stock, but not the Class of which they are holders, or with respect to any
other matter that does not affect the Class of Common Stock of which they are
holders.
(9) In the event of the liquidation or dissolution of the
Corporation, stockholders of each Class of the Corporation's stock shall be
entitled to receive, as a Class, out of the assets of the Corporation available
for distribution to stockholders, but other than
General Assets not attributable to any particular Class of stock, the assets
attributable to the Class less the liabilities allocated to that Class; and the
assets so distributable to the stockholders of any Class of stock shall be
distributed among such stockholders in proportion to the number of shares of
the Class held by them and recorded on the books of the Corporation. In the
event that there are any General Assets not attributable to any particular
Class of stock, and such assets are available for distribution, the
distribution shall be made to the holders of all Classes of a Series in
proportion to the net asset value of the respective Classes or as otherwise
determined by the Board of Directors.
(10)(a) Each holder of stock may require the Corporation to redeem
all or any shares of the stock owned by that holder, upon request to the
Corporation or its designated agent, at the net asset value of the shares of
stock next determined following receipt of the request in a form approved by
the Corporation and accompanied by surrender of the certificate or certificates
for the shares, if any, less the amount of any applicable redemption charge,
deferred sales charge, redemption fee or other amount imposed by the Board of
Directors (to the extent consistent with applicable law). The Board of
Directors may establish procedures for redemption of stock.
(b) The proceeds of the redemption of a share (including a
fractional share) of any Class of capital stock of the Corporation shall be
reduced by the amount of any contingent deferred sales charge, redemption fee
or other amount payable on such redemption pursuant to the terms of issuance of
such share.
D-3
(c) Subject to the requirements of the Investment Company Act, the
Board of Directors may cause the Corporation to redeem at net asset value all
or any proportion of the outstanding shares of any Series or Class from a
holder (1) upon such conditions with respect to the maintenance of stockholder
accounts of a minimum amount as may from time to time be established by the
Board of Directors in its sole discretion or (2) upon such conditions
established by the Board of Directors in its sole discretion, for any other
purpose, including, without limitation, a reorganization pursuant to the
Investment Company Act.
(d) Payment by the Corporation for shares of stock of the
Corporation surrendered to it for redemption shall be made by the Corporation
within seven days of such surrender out of the funds legally available
therefor, provided that the Corporation may suspend the right of the
stockholders to redeem shares of stock and may postpone the right of those
holders to receive payment for any shares when permitted or required to do so
by applicable statutes or regulations. Payment of the aggregate price of shares
surrendered for redemption may be made in cash or, at the option of the
Corporation, wholly or partly in such portfolio securities of the Corporation
as the Corporation shall select.
(e) Subject to the following sentence, shares of stock of any
Series and Class of the Corporation which have been redeemed or otherwise
acquired by the Corporation shall constitute authorized but unissued shares of
stock of such Series and Class. In connection with a liquidation or
reorganization of any Series or Class in which all of the outstanding shares of
such Series or Class are redeemed by the Corporation, upon any such redemption
all such shares and all authorized but unissued shares of the applicable Series
or Class shall automatically be returned to the status of authorized but
unissued shares of Common Stock, without further designation as to Series or
Class.
(11) At such times as may be determined by the Board of Directors
(or with the authorization of the Board of Directors, by the officers of the
Corporation) in accordance with the Investment Company Act and applicable rules
and regulations of the National Association of Securities Dealers, Inc.Financial Industry Regulatory Authority and from time to
time reflected in the registration statement of the Corporation (the
"Corporation's Registration Statement"), shares of a particular Series or Class
of stock of the Corporation or certain shares of a particular Class of stock of
any Series of the Corporation may be automatically converted into shares of
another
Class of stock of such Series of the Corporation based on the relative net
asset values of such Classes at the time of conversion, subject, however, to
any conditions of conversion that may be imposed by the Board of Directors (or
with the authorization of the Board of Directors, by the officers of the
Corporation) and reflected in the Corporation's Registration Statement. The
terms and conditions of such conversion may vary within and among the Classes
to the extent determined by the Board of Directors (or with the authorization
of the Board of Directors, by the officers of the Corporation) and set forth in
the Corporation's Registration Statement.
(12) Pursuant to Article SEVENTH, paragraph (1)(d), upon a
determination of the Board of Directors that the net asset value per share of a
Class shall remain constant, the Corporation shall be entitled to declare and
pay and/or credit as dividends daily the net income (which may include or give
effect to realized and unrealized gains and losses, as determined in accordance
with the Corporation's accounting and portfolio valuation policies) of the
Corporation attributable to the assets attributable to that Class. If the
amount so determined for any day is negative, the Corporation shall be
entitled, without the payment of monetary compensation but in consideration of
the interest of the Corporation and its stockholders in maintaining a constant
net asset value per share of that Class, to redeem pro rata from all the
holders of record of shares of that class at the time of such redemption (in
proportion to their respective holdings thereof) sufficient outstanding shares
of that Class, or fractions thereof, as shall permit the net asset value per
share of that Class to remain constant.
(13) The Corporation may issue shares of stock in fractional
denominations to the same extent as its whole shares, and shares in fractional
denominations shall be shares of stock having proportionately to the respective
fractions represented thereby all the rights of whole shares, including,
without limitation, the right to vote, the right to receive dividends and
distributions, and the right to participate upon liquidation of the
Corporation, but excluding any right to receive a stock certificate
representing fractional shares.
(14) No stockholder shall be entitled to any preemptive right
other than as the Board of Directors may establish.
D-4
(15) The rights of all stockholders and the terms of all stock are
subject to the provisions of the Charter and the Bylaws.
SIXTH: The number of directors of the Corporation shall be [______][________].
The number of directors of the Corporation may be changed pursuant to the
Bylaws of the Corporation. The names of the individuals who shall serve as
directors of the Corporation until the next annual meeting of stockholders and
until their successors are duly elected and qualify are:
[____________________][________________].
SEVENTH: The following provisions are inserted for the purpose of
defining, limiting and regulating the powers of the Corporation and of the
Board of Directors and stockholders.
(1) In addition to its other powers explicitly or implicitly
granted under the Charter, by law or otherwise, the Board of Directors of the
Corporation:
(a) has the exclusive power to make, alter, amend or repeal the
Bylaws of the Corporation;
(b) subject to applicable law, may from time to time determine
whether, to what extent, at what times and places, and under what conditions
and regulations the accounts and books of the Corporation, or any of them,
shall be open to the inspection of the stockholders, and no stockholder shall
have any right to inspect any account, book or document of the Corporation
except as conferred by statute or as authorized by the Board of Directors of
the Corporation;
(c) is empowered to authorize, without stockholder approval, the
issuance and sale from time to time of shares of stock of any Series or Class
of the Corporation whether now or hereafter authorized and securities
convertible into shares of stock of the Corporation of any Series or Class,
whether now or hereafter authorized, for such consideration as the Board of
Directors may deem advisable;
(d) is authorized to adopt procedures for determination of and to
maintain constant the net asset value of shares of any Class or Series of the
Corporation's stock.
(2) Notwithstanding any provision of the Maryland General
Corporation Law requiring a greater proportion than a majority of the votes
entitled to be cast by holders of shares of all Series or Classes, or any
Series or Class, of the Corporation's stock in order to take or authorize any
action, any such action may be taken or authorized upon the concurrence of
holders of shares entitled to cast a majority of the aggregate number of votes
entitled to be cast thereon, subject to any applicable requirements of the
Investment Company Act.
(3) The presence in person or by proxy of the holders of shares
entitled to cast one-third of the votes entitled to be cast (without regard to
Series or Class) shall constitute a quorum at any meeting of the stockholders,
except with respect to any matter which, under applicable statutes, regulatory
requirements or the Charter, requires approval by a separate vote of one or
more Series or Classes of stock, in which case the presence in person or by
proxy of the holders of shares entitled to cast one-third of the votes entitled
to be cast by holders of shares of each Series or Class entitled to vote as a
Series or Class on the matter shall constitute a quorum.
(4) Any determination made in good faith by or pursuant to the
direction of the Board of Directors, as to the amount of the assets, debts,
obligations, or liabilities of the Corporation, as to the amount of any
reserves or charges set up and the propriety thereof, as to the time of or
purpose for creating such reserves or charges, as to the use, alteration or
cancellation of any reserves or charges (whether or not any debt, obligation,
or liability for which such reserves or charges shall have been created shall
be then or thereafter required to be paid or discharged), as to the value of or
the method of valuing any investment owned or held by the Corporation, as to
market value or fair value of any investment or fair value of any other asset
of the Corporation, as to the allocation of any asset of the Corporation to a
particular Class or Classes of the Corporation's stock, as to the charging of
any liability of the Corporation to a particular Class or Classes of the
Corporation's stock, as to the number of shares of the Corporation outstanding,
as to the estimated expense to the Corporation in connection with purchases of
its shares, as to the ability to liquidate investments in orderly fashion, or
as to any other matters relating to the issue, sale, redemption or other
acquisition or disposition of investments or shares of the Corpo-
D-5
ration,Corporation, shall
be final and conclusive and shall be binding upon the Corporation and all
holders of its shares, past, present and future, and shares of the Corporation
are issued and sold on the condition and understanding that any and all such
determinations shall be binding as aforesaid.
EIGHTH: (1) To the maximum extent that Maryland law in effect from time
to time permits limitation of the liability of directors and officers of a
corporation, no present or former director or officer of the Corporation shall
be liable to the Corporation or its stockholders for money damages.
(2) The Corporation shall have the power, to the maximum extent
permitted by Maryland law in effect from time to time, to obligate itself to
indemnify, and to pay or reimburse reasonable expenses in advance of final
disposition of a proceeding to, (a) any individual who is a present or former
director or officer of the Corporation or (b) any individual who, while a
director or officer of the Corporation and at the request of the Corporation,
serves or has served as a director, officer, partner or trustee of another
corporation, real estate investment trust, partnership, joint venture, trust,
employee benefit plan
or any other enterprise from and against any claim or liability to which such
person may become subject or which such person may incur by reason of his
status as a present or former director or officer of the Corporation. The
Corporation shall have the power, with the approval of the Board of Directors,
to provide such indemnification and advancement of expenses to a person who
served a predecessor of the Corporation in any of the capacities described in
(a) or (b) above and to any employee or agent of the Corporation or a
predecessor of the Corporation.
(3) The provisions of this Article EIGHTH shall be subject to the
limitations of the Investment Company Act.
(4) Neither the amendment nor repeal of this Article EIGHTH, nor
the adoption or amendment of any other provision of the Charter or Bylaws
inconsistent with this Article EIGHTH, shall apply to or affect in any respect
the applicability of the preceding sections of this Article EIGHTH with respect
to any act or failure to act which occurred prior to such amendment, repeal or
adoption.
NINTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in its Charter in the manner now or hereafter
prescribed by the laws of the State of Maryland, including any amendment which
alters the contract rights, as expressly set forth in the Charter, of any
outstanding stock, and all rights conferred upon stockholders herein are
granted subject to this reservation.
1.(1) The amendment and restatement of the Charter as hereinabove
set forth have been duly advised by the Board of Directors and approved by the
stockholders of the Corporation as required by law.
2.(2) The current address of the principal office of the Corporation
within the State of Maryland is as set forth in Article FOURTH of the foregoing
amendment and restatement of the Charter.
3.(3) The name and address of the Corporation's current resident
agent is as set forth in Article FOURTH of the foregoing amendment and
restatement of the Charter.
4.(4) The number of directors of the Corporation and the names of
those currently in office are as set forth in Article SIXTH of the foregoing
amendment and restatement of the Charter.
5.(5) The total number of shares of stock which the Corporation has
authority to issue is not changed by the foregoing amendment and restatement of
the Charter.
The undersigned President acknowledges these Articles of Amendment and
Restatement to be the corporate act of the Corporation and, as to all matters
or facts required to be verified under oath, the undersigned President
acknowledges that, to the best of his knowledge, information and belief, these
matters and facts are true in all material respects and that this statement is
made under the penalties for perjury.
D-6
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment
and Restatement to be signed in its name and on its behalf by its President and
attested to by its Secretary on this ________ day of , 200 .________, 20__.
ATTEST: [ ][____________________]
By:____________________ ________________ (SEAL)
- --------------------------------------------
Secretary President
D-7[date]
APPENDIX ED
STOCK OWNERSHIP
The following person(s) owned of record or were known by a Fund to
beneficially own 5% or more of the Fund's shares (or class of shares if
applicable) as of August 4, 2005.1, 2010.
Name and Address of Beneficial Owner
------------------------------------NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
Americas Government Income
Class
ALLIANCEBERNSTEIN BALANCED SHARES
CLASS A
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 7,483,726
Percentage of Class 6.03%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 8,476,803
Percentage of Class 6.83%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 10,621,650
Percentage of Class 8.56%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 11,178,872
Percentage of Class 9.01%
Class B
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 2,560,055
Percentage of Class 5.09%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 4,357,666
Percentage of Class 8.66%
Name and Address of Beneficial Owner
------------------------------------
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 4,907,084
Percentage of Class 9.75%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 7,282,889
Percentage of Class 14.47%
Class C
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First2801 Market St
Saint Louis, MO 63103-2523 1,533,358 5.06%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 1,870,704
Percentage of Class 5.76%
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 1,923,383
Percentage of Class 5.92%, East 2nd Flr
Jacksonville, FL 32246-6484 1,529,386 5.05%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 Amount1,579,316 5.22%
CLASS B
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 418,414 6.27%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Ownership 2,440,160
Percentage of Class 7.51%
Dean Witter Reynolds
Attn. Mutual Funds Opers
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311
Amount of Ownership 2,449,279
Percentage of Class 7.54%Customer
2801 Market St
Saint Louis, MO 63103-2523 491,291 7.37%
MLPF&S
For the Sole Benefit of its Customers
Attn.Attn: Fund Admin.Admin
4800 Deer Lake Dr., East 2nd FloorFlr
Jacksonville, FL 32246-6484 Amount of Ownership 7,725,439
Percentage of Class 23.77%
E-1
Name and Address of Beneficial Owner
------------------------------------
Balanced Shares
Class A438,360 6.57%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 Amount706,116 10.59%
CLASS C
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 343,933 5.85%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Ownership 3,111,903
PercentageCustomer
2801 Market St
Saint Louis, MO 63103-2523 517,463 8.80%
MLPF&S
For the Sole Benefit of Class 5.94%
Prudential Ret. Ins.its Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 1,453,947 24.73%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 369,414 6.28%
CLASS ADV
American Association for
FBO Respiratory Care Emp Ret Pln
Attn: Sam P Giordano
9425 North Macarthur Blvd Ste 100
Irving, TX 75063-4725 150,397 5.88%
Medical Consultants PC 401K Plan
Attn: Gary Wangler
Personal and Confidential
2525 W University Ave St 300
Muncie, IN 47303-3400 453,572 17.73%
Orchard Trust CO LLC TTEE
FBO College of Westchester Business
School Defined Cont Plan 1
8515 E Orchard Rd # 2T2
Greenwood Village, CO 80111-5002 177,577 6.94%
Orchard Trust CO LLC TTEE
FBO Fragomen Del Ray Bernsen
& Ann. Co.
280 Trumbull StreetLoewy LLP
8515 E Orchard Rd # 2T2
Greenwood Village, CO 80111-5002 420,835 16.45%
Providence Ear Nose & Throat
Assoc Inc 401K Plan
Steven W Fisher TTEE
2112 Providence Ave
Chester, PA 19013-5507 128,783 5.04%
CLASS R
Hartford Life Insurance Company
Separate Account 401
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06103-3509
Amount06104-2999 213,978 44.63%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
----------------------------------------------------
Hartford Securities Distribution
Company
Attention: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 28,119 5.87%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 77,014 16.06%
MG Trust Company Cust FBO
Apple Hill Vascular Associates Ltd
700 17th St Ste 300
Denver, CO 80202-3531 49,265 10.28%
Reliance Trust Co
FBO Act Nextmed 401K
P.O. Box 48529
Atlanta, GA 30362-1529 28,386 5.92%
CLASS K
AIG Retirement Services Company
FBO AIGFSB Cust TTEE FBO
ABAG/STARS
2929 Allen Parkway A6-20
Houston, TX 77019-2155 15,704 5.53%
AIG Retirement Services Company
FBO AIGFSB Cust TTEE FBO
City of Ownership 3,462,244
PercentageFoster City
2929 Allen Parkway A6-20
Houston, TX 77019-2155 69,003 24.29%
AIG Retirement Services Company
FBO AIGFSB Cust TTEE FBO
City of Class 6.61%Elk Grove
2929 Allen Parkway A6-20
Houston, TX 77019-2155 15,168 5.34%
Nationwide Trust Company FSB
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 52,175 18.37%
Tom Carbonneau FBO
Bolin Agency 401K PSP & Trust
2523 Wayzata Blvd Ste 300
Minneapolis MN 55405-2190 15,073 5.31%
CLASS I
Orchard Trust Company LLC TTEE Cust
Muskegon Surgical Associates PC
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 52,168 36.46%
Orchard Trust Company LLC TTEE Cust
Worldwide Dreams Deferred Comp Pl
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111 88,884 62.13%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
ALLIANCEBERNSTEIN BSS--U.S. LARGE CAP
CLASS A
Citigroup Global Markets House
Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 116,567 5.27%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 191,503 8.66%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, Fl 32246-6484 129,602 5.86%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 122,826 5.55%
Wells Fargo Investments LLC
FBO Customer Accounts
Attn: Mutual Fund Operations
625 Marquette Ave S 13th Floor
Minneapolis, MN 55042-2323 165,395 7.48%
CLASS B
Citigroup Global Markets House
Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 114,637 8.95%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 109,366 8.54%
MLPF&S for the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 136,371 10.65%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 118,515 9.25%
Wells Fargo Investment LLC
FBO Customer Accounts
Attn: Mutual Fund Operations
625 Marquette Ave S 13th Floor
Minneapolis, MN 55402-2323 76,811 6.00%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
CLASS C
Citigroup Global Markets House
Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 97,487 8.64%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 359,426 31.85%
Wells Fargo Investments LLC
FBO Customer Accounts
Attn: Mutual Fund Operations
625 Marquette Ave S 13th Floor
Minneapolis, MN 55402-2323 62,403 5.53%
CLASS ADV
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 32,501 7.92%
Sanford Bernstein & Co. LLC
One North Lexington Avenue
White Plains, NY 10601-1712 21,205 5.17%
Wells Fargo Investments LLC
FBO Customer Accounts
Attn: Mutual Fund Operations
625 Marquette Ave S 13th Floor
Minneapolis, MN 55402-2323 267,427 65.20%
CLASS R
AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N Lexington Ave
White Plains, NY 10601-1712 699 7.41%
First Clearing LLC
Acumen 401 K Pl
Robert Craig Killam TTEE
1957 E Del Amo Blvd
Rancho Dominguez, CA 90220-6115 3,967 42.07%
Paul Whitmire FBO
Cimmaron Field Services Inc 401K
PSP & Trust
P.O. Box 265
Tucker, GA 30085-0265 4,659 49.41%
CLASS K
Orchard Trust Company LLC TTEE Cust
Cogent Partners LP 401K PSP
8515 E. Orchard Dr 2T2
Greenwood Village, CO 80111-5002 13,777 6.70%
Orchard Trust Company LLC TTEE Cust
FBO Flicker Kerin Kruger & Bissada
8515 E Orchard Road 2T2
Greenwood Village, CO 80111-5002 12,138 5.91%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
Orchard Trust Co LLC TTEE
FBO Mahoney Ulbrich Christiansen
& Russ PA PSP & Trust
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 22,786 11.09%
Orchard Trust Co LLC TTEE
FBO Miami Diver Inc
401(K) PSP
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 34,282 16.68%
Orchard Trust Company LLC TTEE Cust
Financial Advisors Retirement Plan
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 72,531 35.29%
Orchard Trust Company LLC TTEE Cust
NTE Aviation Ltd 401K PSP
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 22,614 11.00%
Orchard Trust Company LLC TTEE Cust
Miller Shpiece & Tischler PC
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 14,982 7.29%
CLASS I
University At Buffalo Foundation Inc.
Edward P. Schneider
Executive Director
P.O. Box 900
Buffalo, NY 14226-0900 187,838 99.99%
ALLIANCEBERNSTEIN BSS--ALLIANCEBERNSTEIN 2000
RETIREMENT STRATEGY
CLASS A
Orchard Trust Co LLC
FBO Catholic Diocese of Green Bay
C/O Fascore LLC
8515 E. Orchard Rd 2T2
Greenwood Village, CO 80111-5002 83,647 12.52%
State Street Bank & Trust
FBO ADP/MSDW Alliance
Attn: Ralph Campbell
105 Rosemont Rd
Westwood, MA 02090-2318 92,717 13.88%
Wachovia Bank FBO
OPTP 22 Money Purchase Pension Plan
1525 West Wt Harris Blvd
Charlotte, NC 28262-8522 185,556 27.77%
CLASS B
Edward D Jones & Co
Attn: Mutual Fund Shareholder Acctg
201 Progress Pkwy
Maryland Heights, MO 63043-3009 905 6.56%
Frontier Trust Company
C/F Alexis Llanes Roth IRA Rollover
8542 NW 35th Ct
Miami, FL 33147-3922 846 6.13%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
Frontier Trust Company
Amber Oakley IRA Rollover
7760 NW 10th St
Pembroke Pines, FL 33024-5249 1,340 9.17%
Frontier Trust Company
C/F Donald C Smith Roth IRA
189 Muddy Run Rd
Blairsville, PA 15717-5753 711 5.16%
Frontier Trust Company
C/F Jane Hewitt Roth IRA
P.O. Box 3285
Waquoit, MA 02536-3285 2,112 15.31%
Frontier Trust Company
MEH Inc
Michael L Hencey
5111 South Canyon Road
Rapid City, SD 57702-1872 4,266 30.93%
Frontier Trust Company
C/F William M Lochhead Roth IRA
P.O. Box 3285
Waquoit, MA 02536-3285 1,675 12.15%
NFS LLC FEBO
NFS/FMTC IRA
FBO Zane Conway
37704 S Haney Rd
Kennewick, WA 99337-7192 1,065 7.72%
CLASS C
First Clearing, LLC
2801 Market St
Saint Louis, MO 63103-2523 6,222 7.02%
First Clearing, LLC
2801 Market St
Saint Louis, MO 63103-2523 4,978 5.62%
First Clearing, LLC
2801 Market St
Saint Louis, MO 63103-2523 5,624 6.35%
First Clearing, LLC
Louis De Michele &
Dolores De Michele Ten Com
114 Laredo Ave
Staten Island, NY 10312-3430 4,975 5.61%
LPL Financial Services
9785 Towne Centre Dr
San Diego, CA 92121-1968 5,916 6.68%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 13,193 14.89%
Wells Fargo Investments LLC
FBO Customer Accounts
Attn: Mutual Fund Operations
625 Marquette Ave S 13th Floor
Minneapolis, MN 55402-2323 15,976 18.03%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
CLASS ADV
George M. Kuebler &
Elizabeth A. Kuebler JTWROS
46 Thomas Street
Monroe Township, NJ 08831-1229 7,387 9.99%
MG Trust Company Cust FBO
Laminators Inc
700 17th St Ste 300
Denver, CO 80202-3531 5,208 7.04%
New York Life Trust Company
Evening Post Published Company &
Affiliated Companies
51 Madison Ave Room 117A
New York, NY 10010-1603 16,781 22.69%
Wells Fargo Bnk NA
Wellspan RSP
C/O Fascore LLC
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 41,954 56.73%
CLASS I
Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4122
Amount94104-4151 7,865 5.42%
Orchard Trust Company LLC TTEE Cust
Worldwide Dreams Deferred Comp Pl
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111 116,888 80.56%
Wilmington Trust Risc TTEE FBO
First National Bank Alaska Profit
Sharing & 401(k) Plan
P.O. Box 52129
Phoenix, AZ 85072-2129 8,870 6.11%
CLASS R
Charles Schwab & Co.
For the Exclusive Benefit Of Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4151 26,602 12.30%
Hartford Life Insurance Company
Separate Account 401
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 23,942 11.07%
Kira M Alatar MD FBO
Riverside Family Medicine
401(K) Plan
805 S Wheatley St
Ridgeland, MS 39157-5000 12,441 5.75%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
----------------------------------------------------
MG Trust Company Cust
FBO BCR & Associates
700 17th St Ste 300
Denver, CO 80202-3531 15,264 7.06%
State Street Bank & Trust
FBO ADP/MSDW Alliance
Attn: Ralph Campbell
105 Rosemont Rd
Westwood, MA 02090-2318 81,716 37.77%
Wachovia Bank FBO
Crosstex Energy Services LP 401K
1525 West WT Harris Blvd
Charlotte, NC 28262-8522 22,768 10.52%
CLASS K
FIIOC as Agent for Certain Emply
Benefit Plans
100 Magellan Way KWIC
Covington, KY 41015-1987 301,598 17.03%
Mercer Trust Co TTEE FBO
Solo Cup Co PS
Plus Plan
1 Investors Way MSC N-1-G
Norwood, MA 02062-1599 210,028 11.86%
Orchard Trust Company TTEE
Employee Benefits Clients
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 483,769 27.31%
Orchard Trust Co LLC TTEE
FBO Green Valley Country Club
Retirement Plan
8515 E Orchard Rd 2T2
Greenwood Willage, CO 80111-5002 137,660 7.77%
ALLIANCEBERNSTEIN BSS--ALLIANCEBERNSTEIN 2005
RETIREMENT STRATEGY
CLASS A
GPC as Agent for Reliance Trust Co.
FBO Charles F. Connolly Distrib.
EES PSP
P.O. Box 79377
Atlanta, GA 30357-7377 414,230 17.75%
Great West Life & Annuity
GWLA-FFIIAllianceBernstein 2005
RT
8515 E. Orchard Rd 2T2
Greenwood Village, CO 80111-5002 306,760 13.14%
NFS LLC FEBO
Bankers Trust Co
P.O. Box 897
Des Moines, IA 50306-0897 298,736 12.80%
Orchard Trust Co LLC
FBO Catholic Diocese of Ownership 1,022,958
Percentage of Class 7.39%Green Bay
C/O Fascore LLC
8515 E. Orchard Rd 2T2
Greenwood Village, CO 80111-5002 123,910 5.31%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
---------------------------------------------------
CLASS B
Frontier Trust Company
Dr. Steven Lanham DDS
Patricia A. Neal
4816 Harvest Ln NE
Orangeburg, SC 29118-9470 2,202 5.00%
Frontier Trust Company Cust
C/F Sarah G. Shinpock IRA Rollover
5351 Avery Woods Ln
Knoxville, TN 37921-5244 7,481 17.00%
LPL Financial Services
9785 Towne Centre Dr
San Diego, CA 92121-1968 4,619 10.49%
NFS LLC FEBO
NFS/FMTC IRA
FBO Thaddeus S Kelly
55 Ainsworth St
Roslindale, MA 02131-1942 7,658 17.40%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 Amount of Ownership 4,218,690
Percentage of Class 30.48%
Class B
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
3334,111 9.34%
Raymond James & Assoc Inc CSDN
FBO David W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 1,989,754
Percentage of Class 5.55%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 2,964,825
Percentage of Class 8.27%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 4,030,062
Percentage of Class 11.25%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 4,130,959
Percentage of Class 11.53%
Name and Address of Beneficial Owner
------------------------------------
ClassSorenson IRA
401 E 8th St Ste 214-390
Sioux Falls, SD 57103-7011 5,519 12.54%
Raymond James & Assoc. Inc. CSDN
FBO Susan Sorenson IRA
401 E 8th St Ste 214-390
Sioux Falls, SD 57103-7011 2,220 5.04%
Robert E Zimmerman
Virginia V Greer JTWROS
1201 8th Ave NE TRLR 92
Aberdeen, SD 57401-2590 3,653 8.30%
CLASS C
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 848,146
Percentage of Class 7.73%
First Clearing LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 884,026
Percentage of Class 8.06%
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 958,760
Percentage of Class 8.74%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 2,559,244
Percentage of Class 23.32%
Class R
RelianceFrontier Trust Company
C/F Dennis L. Hubbard IRA Rollover
3111 180th St
Dawson, MN 56232-4155 7,495 10.49%
Frontier Trust Company
C/F Rosemary Booth IRA Rollover
9503 Marsena Ct
Charlotte, NC 28213-3760 4,161 5.83%
Frontier Trust Company
C/F Ruth E. White IRA R/O
602 E Kentucky
Indianola, IA 50125-4000 3,981 5.57%
MG Trust Company Cust FBO
Welker Bearing Co.
P.O. Box 48529
Atlanta, GA 30362-1529
Amount of Ownership 11,830
Percentage of Class 14.02%
Merrill Lynch
Attn: Fund Admin.
4800 Deer Lake Drive E 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 66,076
Percentage of Class 78.31%
Class K
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 North Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 577
Percentage of Class 99.02%
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 577
Percentage of Class 99.02%D&L Group
700 17th St Ste 300
Denver, CO 80202-3531 5,079 7.11%
E-2
Name and Address of Beneficial Owner
------------------------------------NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
Advisor Class
Fragomen Del Rey Bern
Michael J. Klinge/ Marlena A
Humphrey FBO
Keco Engineered Coatings 401K PSP
& Loewry 40
Attn: Denise Flood
Personal and Confidential 401K
515 Madison Avenue, Floor 15
New York, NY 10022-5403
Amount of Ownership 348,092
Percentage of Class 5.01%
Medical Consultants PC 401K Plan
Attn: Ellise Hayden
Personal and Confidential
2525 West University Avenue, Suite 300
Muncie,Trust
1030 S Kealing Ave
Indianapolis, IN 47303-3400
Amount of Ownership 386,800
Percentage of Class 5.57%
Trust for Profit Sharing Plan for
Employees of Alliance
Capital Management L.P. Plan A
Attn: Diana Marotta, Floor 31
1345 Avenue of the Americas
New York, NY 10105
Amount of Ownership 411,616
Percentage of Class 5.93%
Merrill Lynch Pierce Fenner & SM46203-1516 31,039 43.45%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr.Dr East 2nd FloorFlr
Jacksonville, FL 32246-6484 Amount of Ownership 466,399
Percentage of Class 6.72%
Sanford Bernstein & Co LLC
1 North Lexington4,886 6.84%
CLASS ADV
Frontier Trust Company
C/F Bridget A Browne IRA R/O
151 Hunt Avenue
White Plains,Pearl River, NY 10601-1712
Amount of Ownership 566,594
Percentage of Class 8.16%
U.S. Large Cap
Class A10965-1881 7,313 9.92%
Giaquinta Irrev Living Trust
DTD 12/27/06
Gaetana Giaquinta as Grantor
John Giaquinta TTEE
4 Redgrave Ave
Staten Island, NY 10306-3619 37,423 50.74%
MG Trust Company Cust FBO
Sunrise Safety Services Inc
700 17th St Ste 300
Denver, CO 80202-3531 4,122 5.59%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 Amount of Ownership 638,656
Percentage of Class 14.75%
Class B
First Clearing13,725 18.61%
Wells Fargo Bank NA
Wellspan RSP
C/O Fascore LLC
Special Custody Acct. for8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 6,754 9.16%
CLASS I
JP Morgan TTEE
For the ExclusiveGZA Geoenvironmental Inc
Restated 401(k) Profit Sharing Plan
9300 Ward Parkway
Kansas City, MO 64114-3317 19,476 44.59%
MLPF&S
For the Sole Benefit of Customer
10750 Wheat First Dr.
Glenn Allen, VA 23060-9245
Amount of Ownership 388,870
Percentage of Class 7.47%Its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 12,249 28.04%
Orchard Trust Company LLC TTEE
Cust
Muskegon Surgical Associates PC
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111 5,942 13.60%
NameNO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
----------------------------------------------------
CLASS R
ING
Enhanced K-Choice
Trustee: Reliance Trust Company
400 Atrium Drive
Somerset, NJ 08873-4162 18,251 5.30%
NFS LLC FBO
State Street Bank Trust Co
TTEE Various Retirement Plans
4 Manhattanville Rd
Purchase, NY 10577-2139 200,027 58.12%
Wachovia Bank FBO
Crosstex Energy Services LP 401K
1525 West Wt Harris Blvd
Charlotte, NC 28262-8522 31,457 9.14%
CLASS K
FIIOC as Agent for Certain Emply
Benefit Plans
100 Magellan Way KWIC
Covington, KY 41015-1987 152,448 12.21%
Frontier Trust Co FBO
Gynecological & Obstetrical Assoc O
P.O. Box 10758
Fargo, ND 58106-0758 133,626 10.70%
Mercer Trust Company TTEE FBO
Solo Cup Company
Profit Sharing Plus Plan
1 Investors Way MSC N-1-G
Norwood, MA 02062-1599 83,907 6.72%
MG Trust Company Cust FBO
Canges, Iwashko, Bethke & Bailey P
700 17th St Ste 300
Denver, CO 80202-3531 75,894 6.08%
NFS LLC FEBO
State Street Bank Trust Co
TTEE Various Retirement Plans
4 Manhattanville Rd
Purchase, NY 10577-2139 97,466 7.81%
Orchard Trust Co LLC TTEE
FBO Keane and AddressBeane PC 401K
C/O Fascore LLC
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 79,745 6.39%
Orchard Trust Co LLC TTEE
FBO North Suburban Pediatrics
SC Profit Sharing Plan & Trust
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 157,144 12.59%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
ALLIANCEBERNSTEIN BSS--ALLIANCEBERNSTEIN 2010
RETIREMENT STRATEGY
CLASS A
GPC as Agent for Reliance Trust Co
Sprinkler Fitters Local UN.550 Plan
P.O. Box 79377
Atlanta, GA 30357-7377 385,602 6.22%
Great West Life & Annuity
GWLA-FFIIAllianceBernstein 2010 RT
8515 E. Orchard Rd 2T2
Greenwood Village, CO 80111-5002 389,780 6.29%
ING
Framework
Trustee: Reliance Trust Company
400 Atrium Drive
Somerset, NJ 08873-4162 410,435 6.62%
Orchard Trust Co LLC
FBO Catholic Diocese of Beneficial Owner
------------------------------------
Green Bay
C/O Fascore LLC
8515 E. Orchard Rd 2T2
Greenwood Village, CO 80111-5002 399,706 6.45%
Orchard Trust Co TTEE
Employee Benefits Clients
8515 E. Orchard Rd 2T2
Greenwood Village, CO 80111-5002 492,112 7.94%
State Street Bank & Trust
FBO ADP/MSDW Alliance
Attn: Ralph Campbell
105 Rosemont Rd
Westwood, MA 02090-2318 631,670 10.19%
CLASS B
LPL Financial Services
9785 Towne Centre Dr
San Diego, CA 92121-1968 5,114 6.90%
NFS LLC FEBO
NFA/FMTC IRA
FBO Rosalie Corbin
102 Balboa Dr
Springfield, MA 01119-2904 5,951 8.02%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 Amount of Ownership 526,936
Percentage of Class 10.12%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 553,469
Percentage of Class 10.63%14,535 19.60%
CLASS C
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin.Admin
4800 Deer Lake Dr.Dr East 2nd FloorFlr
Jacksonville, FL 32246-6484 Amount of Ownership 994,795
Percentage of Class 19.10%
Class C
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 215,569
Percentage of Class 7.32%82,564 36.89%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 Amount of Ownership 262,991
Percentage of Class 8.93%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 988,382
Percentage of Class 33.57%
Class R
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 815
Percentage of Class 97.96%
Class K
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 812
Percentage of Class 99.01%40,162 17.95%
E-3
Name and Address of Beneficial Owner
------------------------------------NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 812
Percentage of Class 99.01%
Advisor Class
Sanford Bernstein
CLASS ADV
American United Life Cus
American United Trust
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 365,559 25.25%
American United Life Cust
FBO AUL American Group
Retirement Annuity
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 157,042 10.85%
New York Life Trust Company
Evening Post Published Company &
Co. LLC
One North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 69,540
Percentage of Class 9.20%
Merrill Lynch
Attn: Fund Admin.
4800 Deer Lake DR East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 72,981
Percentage of Class 9.65%
Alliance Capital Management LP
One North Lexington Avenue
White Plains, NY 10601
Amount of Ownership 99,700
Percentage of Class 13.19%
Sanford Bernstein & Co. LLC
One North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 108,557
Percentage of Class 14.36%
Trust For Profit Sharing Plan for
Employees of Alliance Capital Mgmt LP
Plan H
Attn: Diana Marotta, Floor 31
1345 Avenue of AmericasAffiliated Companies
51 Madison Ave Room 117A
New York, NY 10105
Amount of Ownership 248,127
Percentage of Class 32.82%
Corporate Bond
Class A
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 2,130,497
Percentage of Class 5.21%
Name and Address of Beneficial Owner
------------------------------------
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 2,496,330
Percentage of Class 6.10%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 3,611,911
Percentage of Class 8.83%
Class B
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 1,518,899
Percentage of Class 10.52%
Pershing LLC
PO Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 1,826,929
Percentage of Class 12.65%
First Clearing LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 1,932,315
Percentage of Class 13.38%
Class C
First Clearing LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 637,601
Percentage of Class 6.80%
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 814,588
Percentage of Class 8.68%
E-4
Name and Address of Beneficial Owner
------------------------------------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 1,419,299
Percentage of Class 15.13%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 2,163,792
Percentage of Class 23.07%
Class K
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 North Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 801
Percentage of Class 98.18%
Class R
MG Trust Trustee
Prestige Plumbing Inc. 401K Plan
700 17th Street, Ste 300
Denver, CO 80202-3531
Amount of Ownership 241
Percentage of Class 7.09%
MG Trust Trustee
Apt. Management Associates LL
700 17th Street, Ste 300
Denver, CO 80202-3531
Amount of Ownership 253
Percentage of Class 7.44%
MG Trust Trustee
Swingvote 401K Retirement Plan
700 17th Street, Ste 300
Denver, CO 80202-3531
Amount of Ownership 285
Percentage of Class 8.39%
MG Trust Trustee
Lawrence Semiconductor Research Lab
700 17th Street, Ste 300
Denver, CO 80202-3531
Amount of Ownership 463
Percentage of Class 13.65%
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington, Avenue
White Plains, NY 10601-1712
Amount of Ownership 842
Percentage of Class 24.81%
Name and Address of Beneficial Owner
------------------------------------
MG Trust Trustee
Cammeby S. International, Ltd.
700 17th Street, Ste 300
Denver, CO 80202-3531
Amount of Ownership 1,136
Percentage of Class 33.47%
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 801
Percentage of Class 98.04%
Advisor Class
Trust for Profit Sharing Plan for
Employees of Alliance
Capital Management L.P. Plan K
ATTN: Diana Marotta, Floor 31
1345 Avenue of the Americas
New York, NY 10105
Amount of Ownership 420,358
Percentage of Class 99.45%
Quality Bond
Class A
Union Bank of California Trust Nominee
Englewood Surgical Associates PA PSP
P.O. Box 85484
San Diego, CA 92186-5484
Amount of Ownership 295,028
Percentage of Class 5.62%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 310,473
Percentage of Class 5.91%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 478,540
Percentage of Class 9.12%
Class B
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 341,076
Percentage of Class 6.96%
E-5
Name and Address of Beneficial Owner
------------------------------------
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 571,575
Percentage of Class 11.67%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 687,575
Percentage of Class 14.04%
Class C
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 112,166
Percentage of Class 6.79%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 849,047
Percentage of Class 51.38%
Class R10010-1603 627,968 43.38%
Reliance Trust Co CUST
FBO Chemic Laboratories Inc. 401K
P.O. Box 48529
Atlanta, GA 30362-1529
Amount of Ownership 294
Percentage of Class 23.18%
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 950
Percentage of Class 74.79%
Class K
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 967
Percentage of Class 99.01%
Name and Address of Beneficial Owner
------------------------------------
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 967
Percentage of Class 100%
Advisor Class
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1990-1992
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 2,383,433
Percentage of Class 5.37%
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1993-1995
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 2,442,494
Percentage of Class 5.50%
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1996-1998
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 2,477,798
Percentage of Class 5.58%
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1999-2001
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 2,528,559
Percentage of Class 5.69%
CollegeBound Fund
CBF-Quality Bond Fund
Customized Allocation 529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 2,842,525
Percentage of Class 6.40%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1999-2001
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 3,651,362
Percentage of Class 8.22%
E-6
Name and Address of Beneficial Owner
------------------------------------
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1996-1998
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 3,877,788
Percentage of Class 8.73%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1993-1995
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 4,162,741
Percentage of Class 9.37%
CollegeBound Fund
CBF-Balance Portfolio 529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 4,271,690
Percentage of Class 9.62%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1990-1992
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 4,600,696
Percentage of Class 10.36%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1987-1989
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 6,001,738
Percentage of Class 13.51%
U.S. Government
Class A
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 6,207,614
Percentage of Class 7.83%
Class B
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 1,101,605
Percentage of Class 5.10%
Name and Address of Beneficial Owner
------------------------------------
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 1,269,520
Percentage of Class 5.88%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 2,202,386
Percentage of Class 10.20%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 2,565,736
Percentage of Class 11.88%
Class C
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 707,160
Percentage of Class 5.65%
Ho Chunk Nation
Attn: Sharon Taylor
P.O. Box 640
Blk River Fls, WI 54615-0640
Amount of Ownership 1,240,925
Percentage of Class 9.92%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 2,957,368
Percentage of Class 23.64%
Class R
MG Trust Trustee
Shumate Tri-City LLC
700 17th Street, Suite 300
Denver, CO 80202-3531
Amount of Ownership 684
Percentage of Class 20.62%
E-7
Name and Address of Beneficial Owner
------------------------------------
Reliance Trust Co Cust
FBO Chemic Laboratories Inc. 401K
P.O. Box 48529
Atlanta, GA 30362-1529
Amount of Ownership 1,210
Percentage of Class 36.49%
Alliance Capital Management LP
Attn Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 1,401
Percentage of Class 42.23%
Class K
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 1,425
Percentage of Class 99.00%
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 1,425
Percentage of Class 100%
Advisor Class
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1990-1992
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 3,183,246
Percentage of Class 5.71%
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1993-1995
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 3,262,238
Percentage of Class 5.85%
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1996-1998
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 3,308,912
Percentage of Class 5.93%
Name and Address of Beneficial Owner
------------------------------------
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1999-2001
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 3,715,814
Percentage of Class 6.66%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1996-1998
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 5,178,244
Percentage of Class 9.28%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1999-2001
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 5,365,630
Percentage of Class 9.62%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1993-1995
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 5,559,308
Percentage of Class 9.97%
CollegeBound Fund
CBF-Balanced Portfolio 529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 5,705,531
Percentage of Class 10.23%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1990-1992
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 6,144,420
Percentage of Class 11.02%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1987-1989
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 6,858,958
Percentage of Class 12.30%
E-8
Name and Address of Beneficial Owner
------------------------------------
Small Cap Growth
Class A
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 1,140,444
Percentage of Class 13.10%
Class B
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 343,854
Percentage of Class 5.70%
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 401,904
Percentage of Class 6.66%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 480,005
Percentage of Class 7.96%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 872,209
Percentage of Class 14.46%
Class C
First Clearing LLC
Special Custody Acct For the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 104,875
Percentage of Class 6.46%
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 125,306
Percentage of Class 7.72%
Name and Address of Beneficial Owner
------------------------------------
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 431,137
Percentage of Class 26.55%
Class R
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 437
Percentage of Class 99.02%
Class K
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 437
Percentage of Class 99.02%
Class I
PIMS/Prudential Retirement
As Nominee for the TTEE/CUST PL 007
Alliance Capital Management
1345 Avenue of the Americas, 20th Floor
New York, NY 10105
Amount of Ownership 183,431
Percentage of Class 21.96%
CollegeBound Fund
CBF-Small Cap Growth
529 Plan
500 Plaza Dr.
Secaucus, NJ 07094-3619
Amount of Ownership 225,043
Percentage of Class 26.95%
Trust for Profit Sharing Plan
For Employees of Alliance Capital
Management L.P. Plan C
ATTN: Diana Marotta, Floor 31
1345 Avenue of the Americas
New York, NY 10105
Amount of Ownership 426,223
Percentage of Class 51.04%
Advisor Class
Citigroup Global Markets
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 111,558
Percentage of Class 17.78%
E-9
Name and Address of Beneficial Owner
------------------------------------
Merrill Lynch
Mutual Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 283,548
Percentage of Class 45.19%
Emerging Market
Class A
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 1,313,453
Percentage of Class 5.31%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 1,702,296
Percentage of Class 6.88%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 1,806,843
Percentage of Class 7.30%
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 1,837,210
Percentage of Class 7.42%
Class B
Dean Witter Reynolds
Attn: Mutual Fund Operations
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311
Amount of Ownership 350,405
Percentage of Class 5.62%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 374,385
Percentage of Class 6.00%
Name and Address of Beneficial Owner
------------------------------------
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glenn Allen, VA 23060-9245
Amount of Ownership 654,150
Percentage of Class 10.49%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 660,339
Percentage of Class 10.58%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 858,620
Percentage of Class 13.76%
Class C
First Clearing LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 579,351
Percentage of Class 5.62%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 648,515
Percentage of Class 6.29%
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 1,035,584
Percentage of Class 10.04%
Dean Witter Reynolds
Attn. Mutual Funds Opers
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311
Amount of Ownership 1,036,703
Percentage of Class 10.05%
E-10
Name and Address of Beneficial Owner
------------------------------------
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 2,475,990
Percentage of Class 24.00%
Exchange Reserves
Class B
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 6,815,779
Percentage of Class 5.76%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glenn Allen, VA 23060-9245
Amount of Ownership 10,621,973
Percentage of Class 8.97%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 10,960,996
Percentage of Class 9.26%
Class C
First Clearing LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 1,716,964
Percentage of Class 5.80%
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 2,141,690
Percentage of Class 7.24%
Class R
Community Bank, NA DT FBO
Seaview Technologies 401(K) PS Plan
6 Rhoads Dr., Suite 7
Utica, NY 13502-6317
Amount of Ownership 4,647
Percentage of Class 31.51%
Name and Address of Beneficial Owner
------------------------------------
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 10,000
Percentage of Class 67.81%
Class K
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 10,000
Percentage of Class 99.01%
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 10,000
Percentage of Class 100%
Advisor Class
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1993-1995
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 31,980,629
Percentage of Class 5.29%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1984-1986
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 34,188,343
Percentage of Class 5.65%
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1990-1992
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 42,358,389
Percentage of Class 7.00%
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1987-1989
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 42,631,389
Percentage of Class 7.05%
E-11
Name and Address of Beneficial Owner
------------------------------------
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1996-1998
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 50,767,864
Percentage of Class 8.39%
CollegeBound Fund
CBF-Balanced Portfolio
529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 55,937,173
Percentage of Class 9.25%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1993-1995
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 73,981,649
Percentage of Class 12.23%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1987-1989
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 113,143,835
Percentage of Class 18.70%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1990-1992
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 124,797,526
Percentage of Class 20.63%
Focused Growth & Income
Class B
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 745,458
Percentage of Class 5.99%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 1,585,475
Percentage of Class 12.74%
Name and Address of Beneficial Owner
------------------------------------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 2,455,105
Percentage of Class 19.72%
Class C
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 831,668
Percentage of Class 16.70%
Pershing LLC
PO Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 1,323,715
Percentage of Class 26.58%
Class R
Amvescap Natl Trust Co TTEE
FBO SMRT Inc 401K
PS Plan
P.O. Box 105779
Atlanta, GA 30348-5779
Amount of Ownership 4,972
Percentage of Class 19.54%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 16,039
Percentage of Class 63.04%
Class K
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 655
Percentage of Class 99.02%
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 655
Percentage of Class 99.64%
E-12
Name and Address of Beneficial Owner
------------------------------------
Global Health Care
Class B
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 455,129
Percentage of Class 5.84%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 659,604
Percentage of Class 8.46%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 696,869
Percentage of Class 8.94%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 1,248,460
Percentage of Class 16.01%
Class C
First Clearing LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 148,282
Percentage of Class 7.53%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 186,477
Percentage of Class 9.48%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 404,074
Percentage of Class 20.53%
Name and Address of Beneficial Owner
------------------------------------
Class R
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 867
Percentage of Class 99.02%
Class K
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 867
Percentage of Class 100.00%
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 867
Percentage of Class 100.00%
Advisor Class
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 66,176
Percentage of Class 7.12%
PIMS/Prudential Retirement
as Nominee for the TTEE/Customer
Plan 007
Alliance Capital Management
300 International Parkway, Ste. 270
Heathrow, FL 32746-5028
Amount of Ownership 363,698
Percentage of Class 39.15%
Trust for Profit Sharing Plan
for Employees of Alliance
Capital Management L.P. Plan A
Attn: Diana Marotta, Floor 31
1345 Avenue of the Americas
New York, NY 10105
Amount of Ownership 400,338
Percentage of Class 43.09%
E-13
Name and Address of Beneficial Owner
------------------------------------
Global Research Growth
Class A
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 212,273
Percentage of Class 5.66%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 305,267
Percentage of Class 8.14%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 2,277,926
Percentage of Class 94.44%
Class B
NFS LLC FEBO
E.A. Kostelnik
Nicole A. Kostelnik
P.O. Box 99
Comfort, TX 78013-0099
Amount of Ownership 3,858
Percentage of Class 7.44%
UBS Financial Services, Inc. FBO
Irrevocable Agreement of Trust of
Suzanne H. Arnold
Cozen & O'Connor M. Thompson
1900 Market Street
Philadelphia, PA 19103-3527
Amount of Ownership 5,116
Percentage of Class 9.86%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 6,262
Percentage of Class 12.07%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 11,213
Percentage of Class 21.62%
Name and Address of Beneficial Owner
------------------------------------
Class C
Raymond James & Associates, Inc.
FBO Warmke IRA
880 Carillon Parkway
St. Petersburg, FL 33716-1100
Amount of Ownership 4,009
Percentage of Class 6.02%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 6,789
Percentage of Class 10.19%
Pershing LLC
PO Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 16,290
Percentage of Class 24.44%
Class R
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 393
Percentage of Class 100.00%
Class K
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 689
Percentage of Class 99.02%
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 689
Percentage of Class 100.00%
Advisor Class
PIMS/Prudential Retirement
as Nominee for the TTEE/CUST PL 007
Alliance Capital Management
1345 Avenue of the Americas, 20th Floor
New York, NY 10105
Amount of Ownership 120,832
Percentage of Class 6.27%
E-14
Name and Address of Beneficial Owner
------------------------------------
Alliance Capital Management LP
Attn: Ray Cardosi Controller
One North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 199,700
Percentage of Class 10.36%
Vanguard Fidelity Trust Co. FBO
Kaiser Permanente Supplement
Retirement Plan/Plan B
P.O. Box 2600
Valley Forge, PA 19482-2600
Amount of Ownership 227,852
Percentage of Class 11.82%
Vanguard Fidelity Trust Co. FBO
Kaiser Permanente Tax Shelter
Annuity Plan (TSA)
P.O. Box 2600
Valley Forge, PA 19482-2600
Amount of Ownership 508,066
Percentage of Class 26.36%
Vanguard Fidelity Trust Co. FBO
Kaiser Permanente
401 K Retirement Plan
P.O. Box 2600
Valley Forge, PA 19482-2600
Amount of Ownership 716,245
Percentage of Class 37.17%
Global Strategic Income
Class A
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 197,802
Percentage of Class 6.89%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 288,763
Percentage of Class 10.05%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 391,311
Percentage of Class 13.62%
Name and Address of Beneficial Owner
------------------------------------
Class B
Dean Witter Reynolds
Attn: Mutual Fund Operations
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311
Amount of Ownership 454,408
Percentage of Class 6.12%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 660,766
Percentage of Class 8.90%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 678,002
Percentage of Class 9.13%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glenn Allen, VA 23060-9245
Amount of Ownership 802,092
Percentage of Class 10.80%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 802,906
Percentage of Class 10.82%
Class C
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 308,153
Percentage of Class 21.84%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 105,926
Percentage of Class 7.51%
E-15
Name and Address of Beneficial Owner
------------------------------------
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 119,705
Percentage of Class 8.48%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 169,353
Percentage of Class 12.00%
Class R
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 1,130
Percentage of Class 99.01%
Class K
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 1,130
Percentage of Class 99.28%
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 1,130
Percentage of Class 100%
Advisor Class
Nancy Nachman-Hunt
2542 Pine Street
Boulder, CO 80302-3803
Amount of Ownership 14,700
Percentage of Class 7.25%
Barbara M. Jenkel
105 Marcover Drive
Chappaqua, NY 10514
Amount of Ownership 50,341
Percentage of Class 24.82%
Trust for Profit Sharing Plan
for Employees of Alliance Capital
Management L.P., Plan K
Attn: Diana Marotta, Floor 31
1345 Avenue of Americas
New York, NY 10105
Amount of Ownership 99,182
Percentage of Class 48.89%
Name and Address of Beneficial Owner
------------------------------------
Global Technology
Class A
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 1,060,951
Percentage of Class 5.63%
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 1,208,300
Percentage of Class 6.42%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 1,460,677
Percentage of Class 7.76%
Class B
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 1,403,974
Percentage of Class 8.51%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 1,466,102
Percentage of Class 8.89%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 1,684,290
Percentage of Class 10.21%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 1,726,264
Percentage of Class 10.47%
E-16
Name and Address of Beneficial Owner
------------------------------------
Class C
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 271,388
Percentage of Class 5.32%
First Clearing LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 341,030
Percentage of Class 6.68%
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 776,274
Percentage of Class 15.21%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 888,997
Percentage of Class 17.42%
Class R
Community Bank NA DT FBO
Seaview Technologies 401(K) PS Plan
6 Rhoads Drive, Ste 7
Utica, NY 13502-6317
Amount of Ownership 82
Percentage of Class 6.04%
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 185
Percentage of Class 13.67%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Drive East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 949
Percentage of Class 70.24%
Name and Address of Beneficial Owner
------------------------------------
Class K
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 185
Percentage of Class 99.28%
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 185
Percentage of Class 100.00%
Advisor Class
CollegeBound Fund
CBF-Technology Fund
Customized Allocation
500 Plaza Dr.
Secaucus, NJ 07094-3619
Amount of Ownership 126,361
Percentage of Class 8.13%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 149,056
Percentage of Class 9.59%
Trust for Profit Sharing Plan for
Employees of Alliance
Capital Management L.P. Plan F
Attn: Diana Marotta, Floor 31
1345 Avenue of the Americas
New York, NY 10105
Amount of Ownership 319,364
Percentage of Class 20.54%
CollegeBound Fund
CBF-Aggressive Growth Portfolio
529 Plan
500 Plaza Dr.
Secaucus, NJ 07094-3619
Amount of Ownership 674,091
Percentage of Class 43.35%
E-17
Name and Address of Beneficial Owner
------------------------------------
Greater China
Class A
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 103,377
Percentage of Class 7.09%
Dean Witter Reynolds
ATTN: Mutual Fund Operations
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311
Amount of Ownership 114,159
Percentage of Class 7.83%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 167,620
Percentage of Class 11.49%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 211,115
Percentage of Class 14.48%
Class B
Dean Witter Reynolds
Attn: Mutual Fund Operations
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311
Amount of Ownership 105,749
Percentage of Class 9.06%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 112,922
Percentage of Class 9.67%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glenn Allen, VA 23060-9245
Amount of Ownership 162,863
Percentage of Class 13.95%
Name and Address of Beneficial Owner
------------------------------------
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 189,706
Percentage of Class 16.25%
Class C
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 56,516
Percentage of Class 5.51%
Legg Mason Wood Walker Inc.
Special Custody Account
FBO Customers
P.O. Box 1476
Baltimore, MD 21203-1476
Amount of Ownership 65,002
Percentage of Class 6.34%
Dean Witter Reynolds
Attn. Mutual Funds Opers
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311
Amount of Ownership 77,990
Percentage of Class 7.60%
First Clearing LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 110,169
Percentage of Class 10.74%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 223,414
Percentage of Class 21.78%
Advisor Class
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 73,602
Percentage of Class 34.96%
E-18
Name and Address of Beneficial Owner
------------------------------------
NFS LLC FEBO
NFS/FMTC SEP IRA
FBO Craig J. Edwards
33 Pebblewood Trail
Naperville, IL 60563-9062
Amount of Ownership 97,324
Percentage of Class 46.22%
Growth & Income
Class A
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 41,990,989
Percentage of Class 5.90%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 42,901,324
Percentage of Class 6.03%
Class B
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 31,571,295
Percentage of Class 6.12%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 42,157,496
Percentage of Class 8.17%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 57,269,055
Percentage of Class 11.10%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 81,288,479
Percentage of Class 15.75%
Name and Address of Beneficial Owner
------------------------------------
Class C
First Clearing LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 11,205,720
Percentage of Class 5.66%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 13,253,225
Percentage of Class 6.69%
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 21,564,489
Percentage of Class 10.89%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 53,033,943
Percentage of Class 26.77%
Class R
Capital Bank & Trust Company FBO
Tech Tool & Mold 401 K Profit
Sharing Plan
c/o Plan Premier/FAS CorpRetirement Plans Services by Metlif
8515 E Orchard Road #Rd 2T2
Greenwood Village, CO 80111-5002 Amount of Ownership 5,976
Percentage of Class 14.56%
Reliance Trust Company Customer
FBO Chemical Laboratories Inc. 401K
P.O. Box 48529
Atlanta, GA 30362-1529
Amount of Ownership 12,942
Percentage of Class 31.52%
MG Trust Trustee
Ronald J. Synder
700 17th Street, Ste 300
Denver, CO 80202-3531
Amount of Ownership 21,074
Percentage of Class 51.33%
E-19
Name and Address of Beneficial Owner
------------------------------------
Class K
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 2,639
Percentage of Class 99.29%
Class124,957 8.63%
CLASS I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 2,639
Percentage of Class 100%
Advisor Class
CollegeBound Fund
CBF-Aggressive Growth Portfolio
529 Plan
500 Plaza Dr.
Secaucus, NJ 07094-3619
Amount of Ownership 23,162,792
Percentage of Class 7.19%
CollegeBound Fund
CBF-Growth Portfolio
529 Plan
500 Plaza Dr.
Secaucus, NJ 07094-3619
Amount of Ownership 30,921,356
Percentage of Class 9.59%
Merrill Lynch
Mutual Fund Operations
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 70,200,709
Percentage of Class 21.78%
High Yield
Class A
NFS LLC FEBO
CMG High Yield Master Fund, A Se
CMG High Yield Master Fund A
150 N. Radnor Chester Road
Suite A150
Radnor, PA 19087-5200
Amount of Ownership 1,339,484
Percentage of Class 7.72%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 1,376,923
Percentage of Class 7.94%
Name and Address of Beneficial Owner
------------------------------------
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 1,494,072
Percentage of Class 8.61%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 2,609,377
Percentage of Class 15.04%
Class B
Dean Witter Reynolds
ATTN: Mutual Fund Operations
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311
Amount of Ownership 1,388,038
Percentage of Class 5.26%
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 1,848,986
Percentage of Class 7.00%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 2,407,283
Percentage of Class 9.12%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 2,509,315
Percentage of Class 9.50%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 3,927,321
Percentage of Class 14.87%
E-20
Name and Address of Beneficial Owner
------------------------------------
Class C
Pershing LLC
PO Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 465,643
Percentage of Class 5.58%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 699,182
Percentage of Class 8.38%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 985,009
Percentage of Class 11.81%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 1,413,077
Percentage of Class 16.94%
Class R
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 1,613
Percentage of Class 99.01%
Class K
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 1,613
Percentage of Class 100.00%
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 1,613
Percentage of Class 100%
Name and Address of Beneficial Owner
------------------------------------
Advisor Class
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1987-1989
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 2,448,230
Percentage of Class 6.14%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1996-1998
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 3,014,031
Percentage of Class 7.56%
CollegeBound Fund
CBF-Balanced Portfolio
529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 3,327,015
Percentage of Class 8.34%
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1990-1992
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 3,708,969
Percentage of Class 9.30%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1987-1989
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 5,709,984
Percentage of Class 14.32%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1993-1995
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 6,479,044
Percentage of Class 16.25%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1990-1992
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 7,167,835
Percentage of Class 17.98%
E-21
Name and Address of Beneficial Owner
------------------------------------
Premier Growth
Class I
Investors Bank & Trust Co
AS TTEE CUST for Various
Retirement Plans
Qualified Plan
4 Manhattanville Road
Purchase, NY 10577-2139
Amount of Ownership 635,278
Percentage of Class 9.86%
PMS/Prudential Retirement
As Nominee for the TTEE/CUST PL 007
Alliance Capital Management
300 International Parkway, Suite 270
Heathrow, FL 32746-5028
Amount of Ownership 1,856,747
Percentage of Class 28.82%
Trust for Profit Sharing Pl for
Employees of Alliance Capital Mgmt LP Plan H
Attn: Diana Marotta, Floor 3
1345 Avenue of the Americas
New York, NY 10105
Amount of Ownership 3,205,225
Percentage of Class 49.74%
Class II
Oppenheimer & Co Inc. FBO
L. Kelley Carson IRA
PAS A/C
P.O. Box 82927
Aspen, CO 81612-8927
Amount of Ownership 33,164
Percentage of Class 9.61%
International Growth
Class A
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 1,254,450
Percentage of Class 5.34%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 1,654,834
Percentage of Class 7.05%
Name and Address of Beneficial Owner
------------------------------------
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 2,005,770
Percentage of Class 8.54%
Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4122
Amount of Ownership 2,225,594
Percentage of Class 9.48%
Class B
First Clearing94104-4151 67,152 8.23%
DWS Trust Co TTEE
Atlantic Automotive Corporation
401K Plan
P.O. Box 1757
Salem, NH 03079-1143 49,882 6.12%
MAC & Co
Mutual Fund Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198 324,655 39.80%
Orchard Trust Company LLC Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glenn Allen, VA 23060-9245
Amount of Ownership 294,001
Percentage of Class 5.62%
Citigroup Global Markets
HouseTTEE Cust
Muskegon Surgical Associates PC
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 164,254 20.14%
CLASS R
Hartford Life Insurance Company
Separate Account 401
Attn: Cindy Tempesta
333 W. 34thUIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 199,045 10.68%
ING
Enhanced K-Choice
Trustee Reliance Trust Company
400 Atrium Drive
Somerset, NJ 08873-4162 371,817 19.94%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
NFS LLC FEBO
State Street Floor 3Bank Trust Co
TTEE Various Retirement Plans
4 Manhattanville Rd
Purchase, NY 10577-2139 149,268 8.01%
Wachovia Bank FBO
Crosstex Energy Services L P 401K
1525 West Wt Harris Blvd
Charlotte, NC 28262-4522 103,836 5.57%
Wachovia Bank FBO
New York City Housing Dev Corp
1525 West Wt Harris Blvd
Charlotte, NC 28262-8522 215,168 11.54%
CLASS K
FIIOC as Agent for Certain
Employee Benefit Plans
100 Magellan Way KWIC
Covington, KY 41015-1987 1,368,218 19.04%
NFS LLC FEBO
State Street Bank Trust Co
TTEE Various Retirement Plans
4 Manhattanville Rd
Purchase, NY 10001-2402
Amount10577-2139 528,955 7.36%
Orchard Trust Company TTEE
Employee Benefits Clients
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 463,419 6.45%
Reliance Trust Company FBO
Retirement Plans Serviced by Metlife
8515 E Orchard rd 2T2
Greenwood Village, CO 80111-5002 1,634,585 22.75%
ALLIANCEBERNSTEIN BSS--ALLIANCEBERNSTEIN 2015
RETIREMENT STRATEGY
CLASS A
Great West Life & Annuity
GWLA-FFIIAllianceBernstein 2015 RT
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 594,904 5.90%
Orchard Trust Co LLC
FBO Catholic Diocese of Ownership 470,106
Percentage of Class 8.99%Green Bay
C/O Fascore LLC
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 720,432 7.14%
Orchard Trust Co TTEE
Employee Benefits Clients
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 780,944 7.74%
State Street Bank & Trust
FBO ADP/MSDW Alliance
Attn: Ralph Campbell
105 Rosemont Rd
Westwood, MA 02090-2318 1,168,066 11.58%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
CLASS B
Edward D Jones & Co
Attn: Mutual Fund Shareholder Acctg
201 Progress Pkwy
Maryland Heights, MO 63043-3009 16,951 6.92%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 19,862 8.10%
CLASS C
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin.Admin
4800 Deer Lake Dr.Dr East 2nd FloorFlr
Jacksonville, FL 32246-6484 Amount of Ownership 580,556
Percentage of Class 11.10%177,772 48.97%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 18,801 5.18%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 Amount of Ownership 591,695
Percentage of Class 11.31%
Class C
Dean Witter Reynolds28,212 7.77%
CLASS ADV
American United Life Cust
American United Trust
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 901,680 60.37%
Wells Fargo Bank NA
Wellspan RSP
C/O Fascore LLC
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 137,387 9.20%
Wells Fargo Bank NA Custodian FBO
Washington County Public Schools 40
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 112,538 7.54%
CLASS I
Brown Brothers Harriman & Co
525 Washington Blvd
Jersey City, NJ 07310-1606 616,165 16.37%
MAC & Co
Attn: Mutual Fund Ops
P.O. Box 3198
Pittsburgh, PA 15230-3198 1,671,717 44.43%
MAC & Co
Mutual Fund Operations
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311
Amount of Ownership 134,294
Percentage of Class 5.64%P.O. Box 3198
Pittsburgh, PA 15230-3198 570,759 15.17%
E-22
Name and Address of Beneficial Owner
------------------------------------NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
Pershing LLC
CLASS R
Hartford Life Insurance Company
Separate Account 401
Attn: UIT Operations
P.O. Box 2052
Jersey City,2999
Hartford, CT 06104-2999 699,446 16.86%
ING
Enhanced K-Choice
Trustee Reliance Trust Company
400 Atrium Drive
Somerset, NJ 07303-2052
Amount of Ownership 276,785
Percentage of Class 11.63%
Citigroup Global Markets
House Account08873-4162 1,099,465 26.50%
NFS LLC FEBO
State Street Bank Trust Co
TTEE Various Retirement Plans
4 Manhattanville Rd
Purchase, NY 10577-2139 365,816 8.82%
Wachovia Bank FBO
Crosstex Energy Services L P 401K
1055010065 NC 1076
1525 West Wt Harris Blvd
Charlotte, NC 28262-8522 357,181 8.61%
CLASS K
FIIOC as Agent for Certain Employee
Benefit Plans
100 Magellan Way KWIC
Covington, KY 41015-1987 1,172,048 9.47%
Mercer Trust Co TTEE FBO
Solo Cup Co PS
Plus Plan
1 Investors Way MSC N-1-G
Norwood, MA 02062-1599 865,401 6.99%
NGS LLC FEBO
State Street Bank Trust Co
TTEE Various Retirement Plans
4 Manhattanville Rd
Purchase, NY 10577-2139 1,233,919 9.97%
Reliance Trust Company FBO
Retirement Plans Services by Metlife
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 2,870,651 23.19%
ALLIANCEBERNSTEIN BSS--ALLIANCEBERNSTEIN 2020
RETIREMENT STRATEGY
CLASS A
Great West Life & Annuity
GWLA-FFIIAllianceBernstein 2020 RT
8515 E. Orchard Rd 2T2
Greenwood Village, CO 80111-5002 719,530 5.81%
ING
Framework
Trustee: Reliance Trust Company
400 Atrium Drive
Somerset, NJ 08873-4162 1,160,711 9.37%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
Orchard Trust Co TTEE
Employee Benefits Clients
8515 E. Orchard Rd 2T2
Greenwood Village, CO 80111-5002 957,628 7.73%
State Street Bank & Trust
FBO ADP/MSDW Alliance
Attn: Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 286,460
Percentage of Class 12.03%Ralph Campbell
105 Rosemont Rd
Westwood, MA 02090-2318 1,850,014 14.93%
CLASS C
MLPF&S
For the Sole Benefit of its Customers
Attn.Attn: Fund Admin.Admin
4800 Deer Lake Dr.Dr East 2nd FloorFlr
Jacksonville, FL 32246-6484 Amount of Ownership 507,810
Percentage of Class 21.33%
Class R
Emjayco FBO
Broad Mountain Partners 401(K)
Plan 351795264,957 45.40%
CLASS ADV
American United Life Cust
American United Trust
One American Square
P.O. Box 170910
Milwaukee, WI 53217-0909
Amount of Ownership 32,000
Percentage of Class 97.64%
Class K
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains,1995
Indianapolis, IN 46206-9102 686,575 43.13%
American United Life Cust
FBO AUL American Group
Retirement Annuity
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 171,219 10.76%
New York Life Trust Company
Evening Post Published Company &
Affiliated Companies
51 Madison Ave Room 117A
New York, NY 10601-1712
Amount of Ownership 710
Percentage of Class 99.02%
Class10010-1603 136,197 8.56%
Wells Fargo Bank NA Custodian FBO
Washington County Public Schools 40
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 119,776 7.52%
Wells Fargo Bnk NA
Wellspan RSP
C/O Fascore LLC
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 176,168 11.07%
CLASS I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 710
Percentage of Class 100%
Advisor Class
Pershing LLC
PO Box 2052Brown Brothers Harriman & Co
525 Washington Blvd
Jersey City, NJ 07303-2052
Amount of Ownership 50,126
Percentage of Class 7.53%
Name and Address of Beneficial Owner
------------------------------------
07310-1606 234,366 9.23%
Charles Schwab & Co.
For the Exclusive Benefit of
Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4122
Amount94104-4151 148,335 5.84%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-----------------------------------------------------
MAC & Co
Mutual Fund Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198 529,160 20.83%
MLPF&S
For the Sole Benefit of Ownership 85,347
Percentage of Class 12.82%
Merrill Lynch
MutualIts
Customers
Attn: Fund Admin
4800 Deer Lake Drive,Dr East 2nd FloorFlr
Jacksonville, FL 32246-6484 Amount of Ownership 357,777
Percentage of Class 53.73%
International Research Growth
Class305,695 12.03%
New York Life Trust Co
Voith Paper Fabrics
Incentive Savings Plan
51 Madison Ave Room 117A
New York, NY 10010-1603 385,246 15.17%
Wilmington Trust RISC TTE FBO
First National Bank Alaska Profit
Sharing & 401(k) Plan
P.O. Box 52129
Phoenix, AZ 85072-2129 151,670 5.97%
Orchard Trust Company LLC TTEE Cust
J. D'Addario & Company
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 141,523 5.57%
Orchard Trust Company LLC TTEE Cust
Webcor Builders 401K PSP
P.O. Box 85484
San Diego, CA 92186-5484 250,146 9.85%
CLASS R
Hartford Life Insurance Company
Separate Account 401
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 697,026 13.30%
ING
Enhanced K-Choice
Trustee: Reliance Trust Company
400 Atrium Drive
Somerset, NJ 08873-4162 1,169,854 22.32%
MLPF&S For The Sole Benefit Of Its
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, Fl 32246-6484 280,731 5.36%
NFS LLC FEBO
State Street Bank Trust Co
TTEE Various Retirement Plans
4 Manhattanville Rd
Purchase, NY 10577-2139 494,669 9.44%
Wachovia Bank FBO
Crosstex Energy Services LP 401K
1525 West Wt Harris Blvd
Charlotte, NC 28262-8522 464,946 8.87%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
CLASS K
FIIOC as Agent for Certain
Employee Benefit Plans
100 Magellan Way KWIC
Covington, KY 41015-1987 2,444,135 12.29%
Mercer Trust Co TTEE FBO
Solo Cup Co PS
Plus Plan
1 Investors Way MSC N-3-G
Norwood, MA 02062-1599 1,075,323 5.41%
NFS LLC FEBO
State Street Bank Trust Co
TTE Various Retirement Plans
4 Manhattanville Rd
Purchase, NY 10577-2139 2,312,874 11.63%
Reliance Trust Company FBO
Retirement Plans Serviced by Metlif
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 4,501,692 22.64%
ALLIANCEBERNSTEIN BSS--ALLIANCEBERNSTEIN 2025
RETIREMENT STRATEGY
CLASS A
Great West Life & Annuity
GWLA-FFIIAllianceBernstein 2025 RT
8515 E. Orchard Rd 2T2
Greenwood Village, CO 80111-5002 1,380,097 11.06%
ING
Framework
Trustee: Reliance Trust Company
400 Atrium Drive
Somerset, NJ 08873-4162 913,565 7.32%
Orchard Trust Co TTEE
Employee Benefits Clients
8515 E. Orchard Rd 2T2
Greenwood Village, CO 80111-5002 1,095,411 8.78%
State Street Bank & Trust
FBO ADP/MSDW Alliance
Attn: Ralph Campbell
105 Rosemont Rd
Westwood, MA 02090-2318 1,431,706 11.48%
CLASS B
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 10,418 7.69%
CLASS C
MLPF&S
For the Sole Benefit of its Customers
ATTN:Attn: Fund Admin.Admin
4800 Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 182,989 48.02%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
CLASS ADV
American United Life Cust
American United Trust
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 574,326 43.33%
American United Life Cust
FBO AUL American Group
Retirement Annuity
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 153,065 11.55%
Orchard Trust Co TTEE
Employee Benefits Clients
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 75,884 5.72%
Wells Fargo Bank NA
Wellspan RSP
C/O Fascore LLC
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 248,332 18.73%
CLASS I
Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4151 159,148 7.62%
MAC & Co
Mutual Fund Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198 533,968 25.58%
MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin
4800 Deer Lake Dr.,Dr East 2nd FloorFlr
Jacksonville, FL 32246-6484 Amount of Ownership 478,865
Percentage of Class 5.36%121,520 5.82%
New York Life Trust Co
Voith Paper Fabrics
Incentive Savings Plan
51 Madison Ave Room 117A
New York, NY 10010-1603 306,174 14.67%
Orchard Trust Company LLC TTEE Cust
George Little Mgmt LLC 401K PSP
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 109,399 5.24%
Orchard Trust Company LLC TTEE Cust
J. D'Addario & Company
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 138,467 6.63%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
Wilmington Trust RISC TTE FBO
First National Bank Alaska Profit
Sharing & 401(k) Plan
P.O. Box 52129
Phoenix, AZ 85072-2129 115,582 5.54%
CLASS R
Hartford Life Insurance Company
Separate Account 401
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 695,389 13.97%
ING
Enhanced K-Choice
Trustee: Reliance Trust Company
400 Atrium Drive
Somerset, NJ 08873-4162 1,290,023 25.93%
MLPF&S For The Sole Benefit Of Its
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, Fl 32246-6484 388,362 7.80%
NFS LL FEBO
State Street Bank Trust Co
TTEE Various Retirement Plans
4 Manhattanville Rd
Purchase, NY 10577-2139 415,177 8.34%
Wachovia Bank FBO
Crosstex Energy Services LP 401K
1525 West Wt Harris Blvd
Charlotte, NC 28262-8522 364,227 7.32%
CLASS K
FIIOC as Agent for Certain
Employee
Benefit Plans
100 Magellan Way KWIC
Covington, KY 41015-1987 1,178,057 8.65%
Mercer Trust Co TTEE FBO
Solo Cup Co PS
Plus Plan
1 Investors Way MSC N-3-G
Norwood, MA 02062-1599 1,131,500 8.31%
NFS LLC FEBO
State Street Bank Trust Co
TTEE Various Retirement Plans
4 Manhattanville Rd
Purchase, NY 10577-2139 1,754,790 12.89%
Reliance Trust Company FBO
Retirement Plans Serviced by Metlife
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 2,823,492 20.74%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
ALLIANCEBERNSTEIN BSS--ALLIANCEBERNSTEIN 2030
RETIREMENT STRATEGY
CLASS A
Great West Life & Annuity
GWLA-FFIIAllianceBernstein 2030 RT
8515 E. Orchard Rd 2T2
Greenwood Village, CO 80111-5002 603,459 5.86%
ING
Framework
Trustee: Reliance Trust Company
400 Atrium Drive
Somerset, NJ 08873-4162 588,739 5.72%
Orchard Trust Co TTEE
Employee Benefits Clients
8515 E. Orchard Rd 2T2
Greenwood Village, CO 80111-5002 1,114,776 10.83%
State Street Bank & Trust
FBO ADP/MSDW Alliance
Attn: Ralph Campbell
105 Rosemont Rd
Westwood, MA 02090-2318 1,594,733 15.49%
CLASS B
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 Amount of Ownership 832,815
Percentage of Class 9.33%
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 895,154
Percentage of Class 10.03%
Class B
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 469,138
Percentage of Class 5.54%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 557,969
Percentage of Class 6.58%
E-23
Name and Address of Beneficial Owner
------------------------------------
10,418 7.69%
CLASS C
MLPF&S
For the Sole Benefit of its Customers
Attn.Attn: Fund Admin.Admin
4800 Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 270,603 51.24%
CLASS ADV
American United Life Cust
American United Trust
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 416,741 36.18%
American United Life Cust
FBO AUL American Group
Retirement Annuity
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 222,043 19.28%
Wells Fargo Bnk NA
Wellspan RSP
C/O Fascore LLC
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 242,777 21.08%
CLASS I
MAC & Co
Mutual Fund Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198 362,481 22.19%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin
4800 Deer Lake Dr.Dr East 2nd FloorFlr
Jacksonville, FL 32246-6484 Amount of Ownership 780,022
Percentage of Class 9.20%159,164 9.75%
New York Life Trust Co
Voith Paper Fabrics
Incentive Savings Plan
51 Madison Ave Room 117A
New York, NY 10010-1603 100,396 6.15%
Orchard Trust Company LLC TTEE
Cust
J. D'Addario & Company
8515 E Orchard rd 2T2
Greenwood Village, CO 80111-5002 266,147 16.30%
Taynik & Co. 401K Plan
C/O State Street Bank
200 Clarendon St
Boston, MA 02116-5021 88,211 5.40%
CLASS R
Hartford Life Insurance Company
Separate Account 401
Attn: UIT Operations
Po Box 2999
Hartford, CT 06104-2999 697,294 15.79%
ING
Enhanced K-Choice
Trustee: Reliance Trust Company
400 Atrium Drive
Somerset, NJ 08873-4162 926,270 20.97%
MLPF&S For The Sole Benefit Of Its
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, Fl 32246-6484 280,876 6.36%
NFS LLC FEBO
State Street Bank Trust Co
TTEE Various Retirement Plans
4 Manhattanville Rd
Purchase, NY 10577-2139 283,805 6.43%
CLASS K
Charles Schwab & Co
For the Exclusive Benefit
Of Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4151 1,144,464 8.52%
FIIOC as Agent for Certain
Employee Benefit Plans
100 Magellan Way KWIC
Covington, KY 41015-1987 1,306,858 9.73%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
Mercer Trust Co TTEE FBO
Solo Cup Co PS
Plus Plan
1 Investors Way MSC N-3-G
Norwood, MA 02062-1599 838,540 6.24%
NFS LLC FEBO
State Street Bank Trust Co
TTEE Various Retirement Plans
4 Manhattanville Rd
Purchase, NY 10577-2139 1,658,196 12.34%
Reliance Trust Company FBO
Retirement Plans Serviced by Metlif
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 2,625,771 19.54%
ALLIANCEBERNSTEIN BSS--ALLIANCEBERNSTEIN 2035
RETIREMENT STRATEGY
CLASS A
Great West Life & Annuity
GWLA-FFIIAllianceBernstein 2035 RT
8515 E. Orchard Rd 2T2
Greenwood Village, CO 80111-5002 472,283 6.33%
ING
Framework
Trustee: Reliance Trust Company
400 Atrium Drive
Somerset, NJ 08873-4162 496,948 6.66%
Orchard Trust Company TTEE
Employee Benefits Clients
8515 E. Orchard Rd 2T2
Greenwood Village, CO 80111-5002 713,688 9.57%
State Street Bank & Trust
FBO ADP/MSDW Alliance
Attn: Ralph Campbell
105 Rosemont Rd
Westwood, MA 02090-2318 1,145,967 15.37%
CLASS B
LPL Financial Services
9785 Towne Centre Dr.
San Diego, CA 92121-1968 6,304 6.31%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 Amount5,969 5.97%
CLASS C
MG Trust Company Cust FBO
Rajeeb Guharoy
700 17th St Ste 300
Denver, CO 80202-3531 22,147 6.99%
MLPF&S
For the Sole Benefit of Ownership 932,235
Percentageits Customers
Attn: Fund Admin
4800 Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 115,739 36.55%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
CLASS ADV
American United Life Cust
American United Trust
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 241,792 26.78%
American United Life Cust
FBO AUL American Group
Retirement Annuity
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 159,580 17.67%
Wells Fargo Bank NA Custodian FBO
Washington County Public Schools 40
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 57,778 6.40%
Wells Fargo Bnk NA
Wellspan RSP
C/O Fascore LLC
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 219,842 24.35%
Reliance Trust Company FBO
Retirement Plans Serviced by Metlife
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 80,119 8.87%
CLASS I
JP Morgan TTEE
For the GZA Geoenvironmental Inc
Restated 401(K) Profit Sharing Plan
9300 Ward Parkway
Kansas City, MO 64114-3317 75,513 6.39%
MAC & Co
Mutual Fund Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198 314,520 26.62%
MLPF&S
For the Sole Benefit of Class 11.00%
Class CIts Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 63,638 5.39%
Orchard Trust Company LLC TTEE Cust
George Little Mgmt LLC 401K PSP
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 93,042 7.88%
Orchard Trust Company LLC TTEE Cust
J. D'Addario & Company
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 119,194 10.09%
Orchard Trust Company LLC TTEE
Cust
Webcor Builders 401K PSP
P.O. Box 85484
San Diego, CA 92186-5484 63,451 5.37%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
Taynik & Co. 401K Plan
C/O State Street Bank
200 Clarendon St
Boston, MA 02116-5021 61,847 5.24%
Wilmington Trust RISC TTE FBO
First National Bank Alaska Profit
Sharing & 401(k) Plan
P.O. Box 52129
Phoenix, AZ 85072-2129 63,575 5.38%
CLASS R
American United Life Cust
FBO AUL American Group
Retirement Annuity
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 159,146 5.35%
Hartford Life Insurance Company
Separate Account 401
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 405,387 13.63%
ING
Enhanced K-Choice
Trustee: Reliance Trust Company
400 Atrium Drive
Somerset, NJ 08873-4162 811,892 27.30%
MLPF&S For The Sole Benefit Of Its
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, Fl 32246-6484 187,125 6.29%
NFS LLC FEBO
State Street Bank Trust Co
TTEE Various Retirement Plans
4 Manhattanville Rd
Purchase, NY 10577-2139 247,421 8.32%
CLASS K
Charles Schwab & Co
For the Exclusive Benefit Of Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4151 585,746 6.74%
FIIOC as Agent for Certain Employee
Benefit Plans
100 Magellan Way KWIC
Covington, KY 41015-1987 727,489 8.37%
NFS LLC FEBO
State Street Bank Trust Co
TTEE Various Retirement Plans
4 Manhattanville Rd
Purchase, NY 10577-2139 976,941 11.24%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
Reliance Trust Company FBO
Retirement Plans Serviced by Metlife
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 1,838,597 21.15%
ALLIANCEBERNSTEIN BSS--ALLIANCEBERNSTEIN 2040
RETIREMENT STRATEGY
CLASS A
Great West Life & Annuity
GWLA-FFIIAllianceBernstein 2040 RT
8515 E. Orchard Rd 2T2
Greenwood Village, CO 80111-5002 335,206 5.29%
Orchard Trust Co TTEE
Employee Benefits Clients
8515 E. Orchard Rd 2T2
Greenwood Village, CO 80111-5002 481,895 7.60%
State Street Bank & Trust
FBO ADP/MSDW Alliance
Attn: Ralph Campbell
105 Rosemont Rd
Westwood, MA 02090-2318 1,169,637 18.44%
CLASS B
Frontier Trust Company Cust
FBO Mary K Nagy IRA Rollover
9 Bronia St
Howell, NJ 07731-3804 6,316 6.39%
Frontier Trust Company
Precision Mechanical Inc
Ryan Mentink
382 Ram Ln
Silt, CO 81652-8846 5,633 5.70%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 Amount6,263 6.34%
CLASS C
MLPF&S
For the Sole Benefit of Ownership 196,755
Percentageits
Customers
Attn: Fund Admin
4800 Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 173,352 53.72%
CLASS ADV
American United Life Cust
American United Trust
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 184,423 21.20%
American United Life Cust
FBO AUL American Group
Retirement Annuity
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 122,266 14.05%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
Wells Fargo Bnk NA
Wellspan RSP
C/O Fascore LLC
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 207,340 23.83%
Reliance Trust Company FBO
Retirement Plans Serviced by Metlife
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 133,384 15.33%
CLASS I
Charles Schwab & Co.
For the Exclusive Benefit of
ClassCustomers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4151 82,931 7.54%
JP Morgan TTEE
For the GZA Geoenvironmental Inc
Restated 401(K) Profit Sharing Plan
9300 Ward Parkway
Kansas City, MO 64114-3317 85,509 7.77%
MAC & Co
Mutual Fund Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198 343,417 31.22%
MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 63,371 5.76%
New York Life Trust Co
Voith Paper Fabrics
Incentive Savings Plan
51 Madison Ave Room 117A
New York, NY 10010-1603 69,718 6.34%
Orchard Trust Company LLC TTEE Cust
J. D'Addario & Company
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 57,145 5.20%
Orchard Trust Company LLC TTEE Cust
Webcor Builders 401K PSP
P.O. Box 85484
San Diego, CA 92186-5484 101,000 9.18%
CLASS R
Hartford Life Insurance Company
Separate Account 401
Attn: UIT Operations
Po Box 2999
Hartford, CT 06104-2999 426,297 15.46%
ING
Enhanced K-Choice
Trustee Reliance Trust Company
400 Atrium Drive
Somerset, NJ 08873-4162 572,017 20.74%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
NFS LLC FEBO
State Street Bank Trust Co
TTEE Various Retirement Plans
4 Manhattanville Rd
Purchase, NY 10577-2139 238,230 8.64%
CLASS K
Charles Schwab & Co
For the Exclusive Benefit of
Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4151 949,353 13.62%
FIIOC as Agent for Certain
Employee Benefit Plans
100 Magellan Way KWIC
Covington, KY 41015-1987 725,864 10.42%
NFS LLC FEBO
State Street Bank Trust Co
TTEE Various Retirement Plans
4 Manhattanville Rd
Purchase, NY 10577-2139 771,327 11.07%
Reliance Trust Company FBO
Retirement Plans Serviced by Metlife
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 1,449,084 20.79%
ALLIANCEBERNSTEIN BSS--ALLIANCEBERNSTEIN 2045
RETIREMENT STRATEGY
CLASS A
Great West Life & Annuity
GWLA-FFIIAllianceBernstein 2045 RT
8515 E. Orchard Rd 2T2
Greenwood Village, CO 80111-5002 446,443 9.86%
Orchard Trust Co TTEE
Employee Benefits Clients
8515 E. Orchard Rd 2T2
Greenwood Village, CO 80111-5002 347,685 7.68%
State Street Bank & Trust
FBO ADP/MSDW Alliance
Attn: Ralph Campbell
105 Rosemont Rd
Westwood, MA 02090-2318 796,828 17.59%
Wachovia Bank FBO
Jet Aviation Holdings Inc 401 K
1525 West Wt Harris Blvd
Charlotte, NC 28262-8522 277,827 6.13%
CLASS B
Frontier Trust Company
C/F Robert F Howarth IRA
10354 Crossbeam Ct
Columbia, MD 21044-3819 4,015 11.32%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
RBC Capital Markets Corp FBO
Jill J. Kraemer
Prior Lake Pet Hospital Simple IRA
Simple IRA
1003 Meadow St
Cologne, MN 55322-9098 2,099 5.92%
CLASS C
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 92,648 51.47%
CLASS ADV
American United Life Cust
American United Trust
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 107,569 14.24%
American United Life Cust
FBO AUL American Group Retirement
Annuity
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 73,229 9.70%
Wells Fargo Bank NA Custodian FBO
Washington County Public Schools 40
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 38,062 5.04%
Wells Fargo Bnk NA
Wellspan RSP
C/O Fascore LLC
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 176,010 23.30%
Reliance Trust Company FBO
Retirement Plans Serviced by Metlife
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 247,719 32.80%
CLASS I
AIG Retirement Services Company
FBO AIGFSB Cust TTEE FBO
Suffolk County
2929 Allen Parkway A6-20
Houston, TX 77019-2155 76,532 13.43%
Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4151 77,407 13.58%
MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 47,014 8.25%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
----------------------------------------------------
New York Life Trust Co
Voith Paper Fabrics
Incentive Savings Plan
51 Madison Ave Room 117A
New York, NY 10010-1603 28,856 5.06%
New York Life Trust Co
Voith Paper Fabrics Sup
Executive Savings Plan
51 Madison Ave Room 117A
New York, NY 10010-1603 41,846 7.34%
Orchard Trust Company LLC TTEE Cust
George Little Mgmt LLC 401K PSP
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 29,984 5.26%
Orchard Trust Company LLC TTEE Cust
J. D'Addario & Company
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 43,817 7.69%
Orchard Trust Company LLC TTEE
Cust
Webcor Builders 401K PSP
P.O. Box 85484
San Diego, CA 92186-5484 42,496 7.46%
Reliance Trust Company FBO
Studios Architecture Inc 401K Plan
P.O. Box 48529
Atlanta, GA 30362-1529 30,566 5.36%
Wachovia Bank FBO
TCS America 401K Plan
1525 West Wt Harris Blvd
Charlotte, NC 28262-8522 28,829 5.06%
Wilmington Trust RISC TTE FBO
First National Bank Alaska Profit
Sharing & 401(k) Plan
P.O. Box 52129
Phoenix, AZ 85072-2129 57,440 10.08%
CLASS R
Hartford Life Insurance Company
Separate Account 401
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 381,474 18.89%
ING
Enhanced K-Choice
Trustee: Reliance Trust Company
400 Atrium Drive
Somerset, NJ 08873-4162 509,060 25.21%
MLPF&S For The Sole Benefit Of Its
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, Fl 32246-6484 104,113 5.16%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
NFS LLC FEBO
State Street Bank Trust Co
TTEE Various Retirement Plans
4 Manhattanville Rd
Purchase, NY 10577-2139 134,330 6.65%
Wachovia Bank FBO
Crosstex Energy Services LP 401K
1525 West WT Harris Blvd
Charlotte, NC 28262-8522 138,821 6.87%
CLASS K
Charles Schwab & Co
For the Exclusive Benefit of Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4151 428,636 10.77%
FIIOC as Agent for Certain Emply
Benefit Plans
100 Magellan Way KWIC
Covington, KY 41015-1987 400,036 10.05%
NFS LLC FEBO
State Street Bank Trust Co
TTEE Various Retirement Plans
4 Manhattanville Rd
Purchase, NY 10577-2139 497,539 12.50%
Reliance Trust Company FBO
Retirement Plans Serviced by Metlife
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 817,224 20.53%
ALLIANCEBERNSTEIN BSS--ALLIANCEBERNSTEIN 2050
RETIREMENT STRATEGY
CLASS A
Great West Life & Annuity
C/O Fascore LLC
8515 E. Orchard Rd 2T2
Greenwood Village, CO 80111-5002 58,200 9.68%
Orchard Trust Co LLC FBO Putnam Inv
FBO Recordkeeping for Various Benef
8515 E. Orchard Rd 2T2
Greenwood Village, CO 80111-5002 46,922 7.81%
Orchard Trust Company TTEE
Employee Benefits Clients
8515 E. Orchard Rd 2T2
Greenwood Village, CO 80111-5002 108,872 18.12%
State Street Bank & Trust
FBO ADP/MSDW Alliance
Attn: Ralph Campbell
105 Rosemont Rd
Westwood, MA 02090-2318 118,984 19.80%
CLASS B
AllianceBernstein LP
Attn: Brent Mather-Seed Acct
1 N Lexington Ave
White Plains, NY 10601-1712 1,000 23.11%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
First Clearing LLC
Christopher J. Suzadail IRA
FCC as Custodian
319 Adams St
Williamsport, PA 17701-2301 250 5.77%
Frontier Trust Company
C/F Danielle K. Dear Roth IRA
6559 Royal Pkwy N
Lockport, NY 14094-6615 661 15.27%
Frontier Trust Company
C/F Robert M. Witt Roth IRA
473 Western Ave
Albany, NY 12203-1512 428 9.89%
Frontier Trust Company
C/F Vanessa M. Cabana IRA
Rollover
112 Pulaski Blvd
Bellingham, MA 02019-2743 1,320 30.52%
LPL Financial Services
9785 Towne Centre Dr
San Diego, CA 92121-1968 665 15.37%
CLASS C
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 14,087 56.32%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 4,502 18.00%
CLASS ADV
American United Life Cust
American United Trust
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 47,820 16.00%
American United Life Cust
FBO AUL American Group
Retirement Annuity
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 38,198 12.78%
New York Life Trust Company
Evening Post Published Company &
Affiliated Companies
51 Madison Ave Room 117A
New York, NY 10010-1603 17,680 5.92%
Wells Fargo Bank NA
Wellspan RSP
C/O Fascore LLC
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 181,295 60.68%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
CLASS I
MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 50,950 51.59%
NFS LLC FEBO
Marshall & Ilsley Trust Co NA
FBO Bank 98 Dly Rcrdkpg
Attn: Mut Funds
11270 W Park Pl
Ste 400
Milwaukee, WI 53224-3638 19,152 19.39%
Orchard Trust Company LLC TTEE Cust
George Little Mgmt LLC 401K PSP
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 7,790 7.89%
Orchard Trust Company LLC TTEE Cust
J. D'Addario & Company
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 7,519 7.61%
CLASS R
American United Life Cust
FBO AUL American Group
Retirement Annuity
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 41,362 12.20%
Charles Schwab & Co.
For The Exclusive Benefit
Of Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4151 34,893 10.30%
Hartford Life Insurance Company
Separate Account 401
Attn: UIT Operations
Po Box 2999
Hartford, CT 06104-2999 87,099 25.70%
MLPF&S For The Sole Benefit Of Its
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, Fl 32246-6484 18,140 5.35%
NFS LLC FEBO
State Street Bank Trust Co
TTEE Various Retirement Plans
4 Manhattanville Rd
Purchase, NY 10577-2139 30,474 8.99%
State Street Bank & Trust
FBO ADP/MSDW Alliance
Attn: Ralph Campbell
105 Rosemont Rd
Westwood, MA 02090-2318 34,069 10.05%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
----------------------------------------------------
CLASS K
Charles Schwab & Co
For the Exclusive Benefit of
Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4151 276,083 26.13%
FIIOC as Agent for Certain Employee
Benefit Plans
100 Magellan Way KWIC
Covington, KY 41015-1987 268,970 25.46%
Reliance Trust Company FBO
Retirement Plans Serviced by Metlif
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 89,586 8.48%
ALLIANCEBERNSTEIN BSS--ALLIANCEBERNSTEIN 2055
RETIREMENT STRATEGY
CLASS A
MG Trust Co Cust FBO
Lithographics Inc 401 K Retirement
700 17th St Ste 300
Denver, CO 80202-3531 15,058 12.38%
State Street Bank & Trust
FBO ADP/MSDW Alliance
Attn: Ralph Campbell
105 Rosemont Rd
Westwood, MA 02090-2318 45,527 37.43%
CLASS B
AllianceBernstein LP
Attn: Brent Mather - Seed Acct
1 N Lexington Ave
White Plains, NY 10601-1712 1,000 36.56%
LPL Financial Services
9785 Towne Centre Dr
San Diego, CA 92121-1968 551 20.16%
Frontier Trust Company
C/F Elijah M. Abad ROTH IRA
74 Covington Cir
Staten Island, NY 10312-1175 678 24.78%
Frontier Trust Company
C/F Michael A. Salamanca IRA R/O
14271 SW 38th St
Miami, FL 33175-7806 506 18.49%
CLASS C
AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N Lexington Ave
White Plains, NY 10601-1712 1,000 17.87%
American Enterprise Investment Svcs
P.O. Box 9446
Minneapolis, MN 55474-0001 569 10.18%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
Frontier Trust Company
C/F John Murphy Roth IRA
16 Rene Ct
Wayne, NJ 07470-8415 340 6.08%
James Kenard FBO
Krate LLC 401K PSP & Trust
4402 23rd St Ste 516
Long Island City, NY 11101-5072 668 11.94%
MG Trust Company Cust FBO
PSL North America LLC Employees SA
700 17th St Ste 300
Denver, CO 80202-3531 281 5.02%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 1,251 22.36%
RBC Capital Markets Corp FBO
Deborah Byers
Individual Retirement Account
P.O. Box 5253
Fullerton, CA 92838-0253 785 14.02%
CLASS ADV
American United Life Cust
American United Trust
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 3,965 5.56%
American United Life Cust
FBO AUL American Group
Retirement Annuity
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 13,013 18.26%
Wells Fargo Bank NA
Wellspan RSP
C/O Fascore LLC
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 49,542 69.51%
CLASS I
AllianceBernstein L.P.
Attn: Brent Mather-See Acct
1 N Lexington Ave
White Plains, NY 10601-1712 1,000 8.82%
Orchard Trust Company LLC TTEE Cust
George Little Mgmt LLC 401K PSP
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 3,613 31.86%
Orchard Trust Company LLC TTEE
Cust
Webcor Builders 401K PSP
P.O. Box 85484
San Diego, CA 92186-5484 3,038 26.79%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
----------------------------------------------------
Taynik & Co. 401K Plan
C/O State Street Bank
200 Clarendon St
Boston, MA 02116-5021 2,674 23.58%
Wilmington Trust RISC TTE FBO
First National Bank Alaska Profit
Sharing & 401(k) Plan
P.O. Box 52129
Phoenix, AZ 85072-2129 654 5.77%
CLASS R
American United Life Cust
FBO AUL American Group
Retirement Annuity
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 13,045 18.37%
American United Life Cust FBO
American United Trust
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 4,908 6.91%
Hartford Life Insurance Company
Separate Account 401
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 14,841 20.90%
MLPF&S For The Sole Benefit Of Its
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 6,974 9.82%
NFS LLC FEBO
State Street Bank Trust Co
TTEE Various Retirement Plans
4 Manhattanville Rd
Purchase, NY 10577-2139 3,556 5.01%
State Street Bank & Trust
FBO ADP/MSDW Alliance
Attn: Ralph Campbell
105 Rosemont Rd
Westwood, MA 02090-2318 7,468 10.52%
CLASS K
Charles Schwab & Co
For the Exclusive Benefit of
Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4151 15,795 5.84%
FIIOC as Agent for Certain Employee
Benefit Plans
100 Magellan Way KWIC
Covington, KY 41015-1987 75,811 28.03%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
NFS LLC FEBO
State Street Bank Trust Co
TTEE Various Retirement Plans
4 Manhattanville Rd
Purchase, NY 10577-2139 30,583 11.31%
Orchard Trust Co LLC TTEE
FBO B&G Wholesale 401(K)
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 13,958 5.16%
Orchard Trust Co LLC TTEE
FBO Miami Diver Inc
401(K) PSP
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 17,369 6.42%
Orchard Trust Co LLC
FBO New York Athletic Club
401K Savings Plan
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 39,622 14.65%
Reliance Trust Company FBO
Retirement Plans Serviced by Metlife
C/O Fascore LLC
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 14,266 5.27%
ALLIANCEBERNSTEIN BOND FUND--
ALLIANCEBERNSTEIN INTERMEDIATE
BOND PORTFOLIO
CLASS A
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 244,183
Percentage of Class 8.53%
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 434,461
Percentage of Class 15.17%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 463,768
Percentage of Class 16.19%
Advisor Class2801 Market St
Saint Louis, MO 63103-2523 2,438,740 6.30%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund AdministrationAdmin
4800 Deer Lake Dr.Dr East 2nd FloorFlr
Jacksonville, FL 32246-6484 Amount of Ownership 215,642
Percentage of Class 6.69%
Name and Address of Beneficial Owner
------------------------------------
Strafe & Co FAO
Munson Med Ctr Operating-SEG Assets
P.O. Box 160
Westerville, OH 43086-0160
Amount of Ownership 523,383
Percentage of Class 16.23%
PIMS/Prudential Retirement
As Nominee for the TTEE/CUST PL 007
Alliance Capital Management
300 International Parkway, Ste 270
Heathrow, FL 32746-5028
Amount of Ownership 1,074,140
Percentage of Class 33.32%
Trust for Profit Sharing Plan for
Employees of Alliance
Capital Mgmt L.P. Plan
ATTN: Diana Marotta, Floor 31
1345 Avenue of the Americas
New York, NY 10105
Amount of Ownership 1,132,826
Percentage of Class 35.14%
Large Cap Growth
Class A3,430,145 8.87%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 Amount2,451,956 6.34%
CLASS B
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Ownership 4,401,436
Percentage of Class 6.26%Customer
2801 Market St
Saint Louis, MO 63103-2523 160,982 9.99%
MLPF&S
For the Sole Benefit of its Customers
ATTN:Attn: Fund Admin.Admin
4800 Deer Lake Dr.,Dr East 2nd FloorFlr
Jacksonville, FL 32246-6484 Amount of Ownership 7,715,518
Percentage of Class 10.98%
Class B
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 6,878,115
Percentage of Class 7.64%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 7,164,479
Percentage of Class 7.96%147,629 9.16%
E-24
Name and Address of Beneficial Owner
------------------------------------NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
--------------------------------------------------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 Amount of Ownership 7,829,538
Percentage of Class 8.70%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 15,988,283
Percentage of Class 17.76%
Class118,790 7.37%
CLASS C
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 2,031,352
Percentage of Class 6.58%
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 3,015,642
Percentage of Class 9.77%2801 Market St
Saint Louis, MO 63103-2523 747,496 12.19%
MLPF&S
For the Sole Benefit of its
Customers
Attn.Attn: Fund Admin.Admin
4800 Deer Lake Dr.Dr East 2nd FloorFlr
Jacksonville, FL 32246-6484 Amount of Ownership 8,770,554
Percentage of Class 28.40%
Class R
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 603
Percentage of Class 10.78%
MG Trust Trustee
Belvedere Lambert & Houck
700 17th Street, Ste 300
Denver, CO 80202-3531
Amount of Ownership 4,985
Percentage of Class 89.13%
Name and Address of Beneficial Owner
------------------------------------
Class K
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 567
Percentage of Class 100.00%
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 567
Percentage of Class 100%
Advisor Class
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1990-1992
500 Plaza Dr.
Secaucus, NJ 07094-3619
Amount of Ownership 2,731,818
Percentage of Class 5.18%
CollegeBound Fund
Age Based Portfolio 1999-2001
Aggressive Growth 529 Plan
500 Plaza Dr.
Secaucus, NJ 07094-3619
Amount of Ownership 2,901,478
Percentage of Class 5.50%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1993-1995
500 Plaza Dr.
Secaucus, NJ 07094-3619
Amount of Ownership 3,098,250
Percentage of Class 5.88%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1996-1998
500 Plaza Dr.
Secaucus, NJ 07094-3619
Amount of Ownership 3,268,565
Percentage of Class 6.20%
CollegeBound Fund
CBF-Balanced Portfolio
529 Plan
500 Plaza Dr.
Secaucus, NJ 07094-3619
Amount of Ownership 3,609,604
Percentage of Class 6.85%
E-25
Name and Address of Beneficial Owner
------------------------------------
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1999-2001
500 Plaza Dr.
Secaucus, NJ 07094-3619
Amount of Ownership 4,191,206
Percentage of Class 7.95%
CollegeBound Fund
CBF-Aggressive Growth Portfolio
529 Plan
500 Plaza Dr.
Secaucus, NJ 07094-3619
Amount of Ownership 4,624,054
Percentage of Class 8.77%
CollegeBound Fund
CBF-Growth Portfolio
529 Plan
500 Plaza Dr.
Secaucus, NJ 07094-3619
Amount of Ownership 9,081,072
Percentage of Class 17.22%
Mid-Cap Growth
Class B
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 766,073
Percentage of Class 6.00%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 789,826
Percentage of Class 6.19%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 845,931
Percentage of Class 6.63%1,501,765 24.48%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 Amount379,641 6.19%
CLASS ADV
CollegeBound Fund
CBF--Quality Bond Fund
Customized Allocation 529 Plan
1345 Avenue of Ownership 1,343,675
Percentage of Class 10.53%the Americas
New York, NY 10105-0302 6,407,420 83.42%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 887,747 11.56%
CLASS R
Counsel Trust DBA Mid Atlantic
Trust Company FBO
Trans World Gaming Corp 401K
Profit Sharing Plan & Trust
1251 Waterfront Place, Suite 525
Pittsburgh, PA 15222-4228 6,253 15.09%
DWS Trust Co TTEE
Wentworth Property Management
Corp
401K Savings Plan
P.O. Box 1757
Salem, NH 03079-1143 2,324 5.61%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 5,347 12.90%
MG Trust Co CUST FBO
MRF S 401K Plan
700 17th St Ste 300
Denver, CO 80202-3531 9,768 23.57%
State Street Bank & Trust
FBO ADP/MSDW Alliance
Attn: Ralph Campbell
105 Rosemont Rd
Westwood, MA 02090-2318 6,095 14.71%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
---------------------------------------------------
Wilmington Trust RISC CUST FBO
Magnetic Metals Corporation--CA
Hourly Employees Pension Plan
P.O. Box 52129
Phoenix, AZ 85072-2129 3,469 8.37%
CLASS K
Orchard Trust Company LLC TTEE
CUST
Crystal Steel 401K Plan
8515 E Orchard Rd 212
Greenwood Village, CO 80111-5002 23,657 5.57%
Orchard Trust Company LLC TTEE
CUST
FBO TAP Electrical Contracting
Corp 401(K) Retirement Plan
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 23,180 5.46%
Orchard Trust Company LLC TTEE
CUST
Highland Park Medical Assoc PC
8515 E Orchard Rd 212
Greenwood Village, CO 80111-5002 36,490 8.59%
Orchard Trust Company LLC TTEE
CUST
Karnak Corporation Savings &
Investment Plan
8515 E Orchard Rd 212
Greenwood Village, CO 80111-5002 24,563 5.78%
Orchard Trust Company LLC TTEE
CUST
Minnesota Surgical Associates PA
8515 E Orchard Rd 212
Greenwood Village, CO 80111-5002 120,872 28.45%
Orchard Trust Company LLC TTEE
CUST
Muncie Surgical Associates Inc PSP
8515 E Orchard Rd 212
Greenwood Village, CO 80111-5002 103,207 24.30%
Orchard Trust Company LLC TTEE
CUST
Shore Heart Group PA 401K Plan
8515 E Orchard Rd 212
Greenwood Village, CO 80111-5002 35,416 8.34%
CLASS I
NFS LLC FEBO
Midwest Trust Co
5901 College Blvd
Overland Park, KS 66211-1937 13,319 14.62%
Orchard Trust Company LLC TTEE
CUST
Muskegon Surgical Associates PC
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 77,790 85.38%
Name and Address of Beneficial Owner
------------------------------------NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
----------------------------------------------------
Class
ALLIANCEBERNSTEIN BOND FUND--ALLIANCEBERNSTEIN
BOND INFLATION
CLASS A
Edward D Jones & Co
Attn: Mutual Fund Shareholder Acctg
201 Progress Pkwy
Maryland Heights, MO 63043-3009 12,149 10.23%
LPL Financial
FBO Customer Accounts
Attn: Mutual Fund Operations
P.O. Box 509046
San Diego, CA 92150-9046 25,036 21.08%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 16,441 13.84%
Sterne Agee & Leach Inc
813 Shades Creek Pkwy
Birmingham, AL 35209-4542 10,046 8.46%
CLASS C
Diana E Minnick
1813 E Winslow Rd
Bloomington, IN 47401-8604 9,919 6.33%
Frontier Trust Company
C/F Bruce L Fisher IRA R/O
3904 Woodstone Ridge Way
Louisville, KY 40241-5845 9,900 6.32%
Frontier Trust Company
C/F Patricia A Prall IRA Rollover
3840 Merwin 10 Mile Rd
Cincinnati, OH 45245-2798 7,911 5.05%
Frontier Trust Company
C/F William E Matthews IRA
9855 Gleneagle Pl
Powell, OH 43065-8767 9,223 5.88%
NFS LLC FEBO
Thomas Sweeney
Susan Sweeney
1829 Elm Ave
Northbrook, IL 60062-5460 9,922 6.33%
Raymond James & Assoc Inc
FBO June Isaacson & Steven Isaacson
Glenn Isaacson TTEE
Dtd 6/22/94
8945 Via Brilliante
West Palm Beach, FL 33411-6529457 15,102 9.63%
Ruby M Oberg TOD/DE
2623 Cleveland St NE
Minneapolis, MN 55418-3132 9,011 5.75%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
---------------------------------------------------
CLASS ADV
Frontier Trust Company
FBO Maurice S Mandel Rollover IRA
14 Hillside Ave
Port Washington, NY 11050-2747 60,324 75.16%
LPL Financial
FBO Customer Accounts
Attn: Mutual Fund Operations
P.O. Box 509046
San Diego, CA 92150-9046 8,014 9.98%
Mark W Tanner &
Susan B Tanner JTWROS
81 Morning Glory Rd
Warren, NJ 07059-7199 4,949 6.17%
NFS LLC FEBO
Paul A Thomas
Elvera Thomas
38 Adams Farm Rd
Shrewsbury, MA 01545-6248 4,988 6.21%
CLASS R
AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N Lexington Ave
White Plains, NY 10601-1712 1,000 100.00%
CLASS K
Orchard Trust Co LLC TTEE
FBO Wright Ginsberg Brusilow PC
401K PSP
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 73,056 98.65%
CLASS 2
AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N Lexington Ave
White Plains, NY 10601-1712 993,000 100.00%
ALLIANCEBERNSTEIN BOND FUND--ALLIANCEBERNSTEIN
MULTI-ASSET INFLATION STRATEGY
CLASS A
Ommund D Skaar, Michael W Stern
Mary E Burmann TTEES
Of Askar Holding Co 401K PSP
Dtd 1-1-93 FBO Mary Ellen Burmann
8101 34th Ave S., Ste 300
Bloomington, MN 55425-1694 4,049 15.42%
Raymond James & Assoc Inc CSDN
FBO Daniel G Baker IRA
5236 Cottage View Ct
Liberty Township, OH
45011-9267366 1,576 6.00%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
----------------------------------------------------
Raymond James & Assoc Inc CSDN
FBO Greene Emergency Med Svcs Inc P
FBO David W Carter
585 Towncrest Dr
Beavercreek, OH 45434-5859850 1,563 5.95%
Raymond James & Assoc Inc CSDN
FBO Greene Emergency Med Svcs Inc P
FBO Steven Dixon
P.O. Box 158
Xenia, OH 45385-0158588 1,563 5.95%
Raymond James & Assoc Inc Cust
FBO Greene Emergence Med Svcs Inc P
FBO Charles E. Russell
P.O. Box 158
Xenia, OH 45385-0158 1,531 5.83%
Raymond James & Assoc Inc CSDN
FBO Linda E Bailey Md Sep
2449 Passage Key Trl
Xenia, OH 45385-9204 2,588 9.85%
Raymond James & Assoc Inc CSDN
FBO Robert A Ackerman IRA
1044 Wedgestone Ct
Dayton, OH 45458-3992 1,553 5.91%
CLASS C
AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N Lexington Ave
White Plains, NY 10601-1712 1,000 9.17%
MG Trust Company Cust FBO
Roy Fertakos
700 17th St Ste 300
Denver, CO 80202-3531 777 7.13%
NFS LLC FEBO
NFS/FMTC IRA
FBO Louise Bennett
521 Lewisham Ave
Kettering, OH 45429-5942 842 7.72%
NFS LLC FEBO
NFS/FMTC Ira
FBO Robert A Coffey
8329 Bunnell Hill Rd
Springboro, OH 45066-9371 5,181 47.52%
Raymond James & Assoc Inc
FBO Joan F Ehrenbeck TTEE
U/A Dtd Aug 16, 1999
Joan F Ehrenbeck 1999 Rev Tr
Galloway Ridge Apt A-308
Pittsboro, NC 27312-8658189 1,106 10.15%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-----------------------------------------------
Raymond James & Assoc Inc
FBO William T Kensinger
218 Funkhouser Hall
Annville, PA 17003-1447184 1,053 9.65%
CLASS ADV
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 2,632 9.30%
RBC Capital Markets Corp FBO
James B Bergacker
Individual Retirement Account
P.O. Box 1328
Minocqua, WI 54548-1328 2,070 7.32%
RBC Capital Markets Corp FBO
Roger D Gregg
Individual Retirement Account
4829 Flying Cloud Way
Carlsbad, CA 92008-3787 4,078 14.42%
RBC Capital Markets Corp FBO
Steven R Wilson
IRA Rollover
8600 E Via De Ventura Ste 201
Scottsdale, AZ 85258-3325 3,148 11.13%
Sanford Bernstein & Co LLC
1 N Lexington Ave
White Plains, NY 10601-1712 7,597 26.86%
Sanford Bernstein & Co LLC
1 N Lexington Ave
White Plains, NY 10601-1712 3,706 13.10%
Sanford Bernstein & Co LLC
1 N Lexington Ave
White Plains, NY 10601-1712 1,799 6.36%
CLASS R
AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N Lexington Ave
White Plains, NY 10601-1712 1,000 100.00%
CLASS K
AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N Lexington Ave
White Plains, NY 10601-1712 1,000 100.00%
CLASS 2
AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N Lexington Ave
White Plains, NY 10601-1712 993,000 100.00%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
----------------------------------------------
ALLIANCEBERNSTEIN BOND FUND--
ALLIANCEBERNSTEIN MUNICIPAL BOND INFLATION
STRATEGY
CLASS A
Charles Schwab & Co.
For The Exclusive Benefit
Of Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4151 418,101 19.79%
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 128,067 6.06%
NFS LLC FEBO
Michael Serling
Elaine Serling
5156 Deer Run Cir
Orchard Lake, MI 48323-1508 187,742 8.88%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 557,579 26.39%
Raymond James & Assoc Inc
FBO Benetta Buell-Wilson &
Barry Wilson TTEE
Wilson Family Trust
6473 Del Paso Ave
San Diego, CA 92120-3137732 150,341 7.11%
CLASS C
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 64,830 7.90%
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 49,097 5.98%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 53,251 6.49%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 163,380 19.92%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
----------------------------------------------------
CLASS ADV
Charles Schwab & Co.
For The Exclusive Benefit
Of Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4151 77,668 22.94%
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 48,447 14.31%
LPL Financial
FBO Customer Accounts
Attn: Mutual Fund Operations
P.O. Box 509046
San Diego, CA 92150-9046 99,404 29.36%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 35,120 10.37%
CLASS 2
AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N Lexington Ave
White Plains, NY 10601-1712 996,000 100.00%
ALLIANCEBERNSTEIN CAP FUND--ALLIANCEBERNSTEIN
SMALL CAP GROWTH PORTFOLIO
CLASS A
MLPF&S for the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Drive East, 2nd Flr
Jacksonville, FL 32246-6484 496,231 8.23%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Flr
Jersey City, NJ 07311 456,167 7.56%
CLASS C
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th Street, 3rd Flr
New York, NY 10001-2402 63,932 9.63%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 233,316
Percentage of Class 5.31%
Dean Witter Reynolds
Attn. Mutual Funds Opers
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311
Amount of Ownership 270,324
Percentage of Class 6.15%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 330,201
Percentage of Class 7.51%
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th2801 Market Street
Floor 3
New York, NY 10001-2402
Amount of Ownership 373,630
Percentage of Class 8.50%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 476,449
Percentage of Class 10.84%
Class R
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 1,653
Percentage of Class 99.14%
Class K
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 1,653
Percentage of Class 100.00%
E-26
Name and Address of Beneficial Owner
------------------------------------
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 1,653
Percentage of Class 100.00%
Advisor Class
PIMS/Prudential Retirement
as Nominee for the TTEE/Customer Plan 007
Alliance Capital Management
300 International Parkway, Ste 270
Heathrow, FL 32746-5028
Amount of Ownership 2,545,904
Percentage of Class 24.40%
Trust for Profit Sharing Plan
for Employees of Alliance Capital
Management L.P., Plan I
Attn: Diana Marotta, Floor 31
1345 Avenue of Americas
New York, NY 10105
Amount of Ownership 3,031,311
Percentage of Class 29.05%
CollegeBound Fund
CBF-Mid Cap Growth
Customized Portfolio 529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 3,501,030
Percentage of Class 33.56%
Multi-Market Strategy
Class A
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 1,543,809
Percentage of Class 5.47%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 4,314,106
Percentage of Class 15.28%Saint Louis, MO 63103-2523 39,921 6.01%
Name and Address of Beneficial Owner
------------------------------------NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-----------------------------------------------------
Class B
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 64,109
Percentage of Class 6.18%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 102,107
Percentage of Class 9.85%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 106,817
Percentage of Class 10.30%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 120,954
Percentage of Class 11.67%
Class C
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 89,274
Percentage of Class 5.37%
Dean Witter Reynolds
Attn: Mutual Fund Operations
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311
Amount of Ownership 92,150
Percentage of Class 5.55%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 105,079
Percentage of Class 6.32%
E-27
Name and Address of Beneficial Owner
------------------------------------
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 105,944
Percentage of Class 6.38%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 132,223
Percentage of Class 7.96%
Class R
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 1,754
Percentage of Class 99.01%
Class K
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 1,754
Percentage of Class 99.50%
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 1,754
Percentage of Class 100%
AMIF - California Portfolio
Class A
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 3,482,525
Percentage of Class 6.49%
Dean Witter Reynolds
ATTN: Mutual Fund Operations
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311
Amount of Ownership 3,612,725
Percentage of Class 6.73%
Name and Address of Beneficial Owner
------------------------------------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 3,688,212
Percentage of Class 6.87%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 4,898,252
Percentage of Class 9.13%
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 6,906,576
Percentage of Class 12.87%
Class B
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 683,904
Percentage of Class 5.49%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 764,467
Percentage of Class 6.14%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 857,952
Percentage of Class 6.89%
Class C
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 856,864
Percentage of Class 7.26%
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 1,097,425
Percentage of Class 9.30%
E-28
Name and Address of Beneficial Owner
------------------------------------
MLPF&S For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 3,021,876
Percentage of Class 25.62%
AMIF - Insured California Portfolio
Class A
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 374,977
Percentage of Class 5.40%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 604,939
Percentage of Class 8.71%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 709,391
Percentage of Class 10.21%
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 732,004
Percentage of Class 10.54%
Class B
Pershing LLC
PO Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 65,033
Percentage of Class 5.38%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 145,696
Percentage of Class 12.05%
Name and Address of Beneficial Owner
------------------------------------
Class C
Dean Witter Reynolds
Attn. Mutual Funds Opers
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311
Amount of Ownership 94,144
Percentage of Class 7.10%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 320,005
Percentage of Class 24.14%
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 356,762
Percentage of Class 26.92%
AMIF - Insured National Portfolio
Class A
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 620,810
Percentage of Class 5.08%
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 738,009
Percentage of Class 6.04%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 808,969
Percentage of Class 6.62%
Class B
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 112,526
Percentage of Class 6.57%
E-29
Name and Address of Beneficial Owner
------------------------------------
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 262,568
Percentage of Class 15.34%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 327,376
Percentage of Class 19.12%
Class C
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 63,897
Percentage of Class 5.47%
First Clearing LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 84,543
Percentage of Class 7.24%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 513,756
Percentage of Class 44.01%
AMIF - National Portfolio
Class A
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 2,608,830
Percentage of Class 7.79%
Class B
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 452,167
Percentage of Class 8.38%
Name and Address of Beneficial Owner
------------------------------------
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 532,056
Percentage of Class 9.87%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 535,909
Percentage of Class 9.94%
Class C
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 378,182
Percentage of Class 5.98%
First Clearing LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 428,195
Percentage of Class 6.77%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 1,872,327
Percentage of Class 29.60%
AMIF - New York Portfolio
Class A
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 1,929,230
Percentage of Class 6.65%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 2,480,317
Percentage of Class 8.55%
E-30
Name and Address of Beneficial Owner
------------------------------------
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 4,186,987
Percentage of Class 14.44%
Class B
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 865,459
Percentage of Class 6.18%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 1,149,987
Percentage of Class 8.21%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 2,987,431
Percentage of Class 21.33%
Class C
First Clearing LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 268,442
Percentage of Class 5.86%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 400,005
Percentage of Class 8.73%
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 462,404
Percentage of Class 10.09%
Name and Address of Beneficial Owner
------------------------------------
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 1,252,346
Percentage of Class 27.33%
AMIF II - Arizona Portfolio
Class A
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 497,559
Percentage of Class 5.22%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 1,091,716
Percentage of Class 11.46%
Class B
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 441,255
Percentage of Class 7.44%
Class C
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 219,277
Percentage of Class 10.52%
Dean Witter Reynolds
Attn: Mutual Fund Operations
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311
Amount of Ownership 236,156
Percentage of Class 11.33%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 403,175
Percentage of Class 19.34%
E-31
Name and Address of Beneficial Owner
------------------------------------
AMIF II - Florida Portfolio
Class A
Dean Witter Reynolds
ATTN: Mutual Fund Operations
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311
Amount of Ownership 579,847
Percentage of Class 5.02%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 661,934
Percentage of Class 5.73%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 703,811
Percentage of Class 6.09%
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 1,193,195
Percentage of Class 10.32%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 1,499,991
Percentage of Class 12.98%
Class B
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 390,417
Percentage of Class 6.94%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 401,785
Percentage of Class 7.14%
Name and Address of Beneficial Owner
------------------------------------
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glenn Allen, VA 23060-9245
Amount of Ownership 696,771
Percentage of Class 12.39%
MLPF&S
For the Sole Benefit of its
Customers
Attn: Fund Admin.Admin
4800 Deer Lake Dr.Drive East, 2nd FloorFlr
Jacksonville, FL 32246-6484 Amount of Ownership 745,058
Percentage of Class 13.25%
Class C
Dean Witter Reynolds
Attn. Mutual Funds Opers
2154,014 23.19%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza 2nd FloorII, 3rd Flr
Jersey City, NJ 07311 Amount of Ownership 290,385
Percentage of Class 7.56%
First Clearing LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 338,752
Percentage of Class 8.82%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 395,792
Percentage of Class 10.30%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 1,240,832
Percentage of Class 32.29%
AMIF II - Massachusetts Portfolio
Class A
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 368,702
Percentage of Class 8.21%
E-32
Name and Address of Beneficial Owner
------------------------------------
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 389,296
Percentage of Class 8.67%38,793 5.84%
CLASS ADV
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W.West 34th Street Floor 33rd Flr
New York, NY 10001-2402 Amount of Ownership 458,790
Percentage of Class 10.22%
Class B
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 299,507
Percentage of Class 6.25%408,682 59.78%
MLPF&S Forfor the Sole Benefit of its
Customers
Attn: Fund Admin.Admin
4800 Deer Lake Dr.Drive East, 2nd FloorFlr
Jacksonville, FL 32246-6484 Amount57,980 8.48%
Sanford Bernstein & Co LLC
One North Lexington Avenue
White Plains, NY 10601-1712 44,661 6.53%
CLASS I
FIIOC as Agent for Certain Employee
Benefit Plans
100 Magellan Way KWIC
Covington, KY 41015-1987 1,740,470 24.25%
JPMorgan Chase as Trustee for the
CUST FBO Coca-Cola Enterprises Inc
Matched Employee Savings and
Investment Plan
9300 Ward Parkway
Kansas City, MO 64114-3317 887,497 12.37%
MLPF&S for the Sole Benefit of Ownership 388,277
Percentage of Class 8.11%
Class C
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 160,015
Percentage of Class 5.05%
Merrill Lynch
Mutualits
Customers
Attn: Fund Admin.Admin
4800 Deer Lake Dr.Drive East, 2nd FloorFlr
Jacksonville, FL 32246-6484 Amount of Ownership 226,467
Percentage of Class 7.14%
Dean Witter Reynolds
Attn: Mutual Fund Operations
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311
Amount of Ownership 362,681
Percentage of Class 11.44%868,942 12.11%
PIMS/Prudential Retirement as
Nominee for the TTEE/CUST
Greenville Hospital System RETI
701 Grove Road
Greenville, SC 29605-5611 541,775 7.55%
Vanguard Fiduciary Trust Co.
P.O. Box 2600
Valley Forge, PA 19482-2600 2,207,688 30.76%
CLASS K
Capital Bank & Trust Company TTEE F
Collins Electrical Co Inc 401K PSP
8515 E Orchard Road 2T2
Greenwood Village, CO 80111-5002 16,078 6.02%
Name and Address of Beneficial Owner
------------------------------------NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
AMIF II - Michigan Portfolio
Class
Medical Consultants PC 401(k) Plan
Attn: Gary Wangler
Personal and Confidential
2525 West University Avenue,
Suite 300
Muncie, IN 47303-3400 15,784 5.91%
Orchard Trust Co LLC TTEE
FBO Fragomen Del Rey Bernsen &
Loewy LLP
8515 East Orchard Road 2T2
Greenwood Village, CO 80111-5002 57,265 21.43%
CLASS R
American United Life Cust FBO
American United Trust
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 22,722 8.40%
Counsel Trust DBA MATC FBO
Independent Pipe & Supply Corp
401 K Plan
1251 Waterfront Pl Suite 525
Pittsburgh, PA 15222-4228 26,361 9.74%
New York Life Trust Co
FBO Regency Energy
Partners 401K Plan
51 Madison Avenue, Room 117A
New York, NY 10010-1603 51,262 18.95%
Select Sales Inc TTEE FBO
Select Sales Inc & Assoc COS EES PS
C/O Fascore LLC
8515 E Orchard Road 2T2
Greenwood Village, CO 80111-5002 13,926 5.15%
State Street Corporation TTEE
C/F APD Access
1 Lincoln Street
Boston, MA 02111-2901 38,062 14.07%
ALLIANCEBERNSTEIN CAP FUND--ALLIANCEBERNSTEIN
U.S. STRATEGIC RESEARCH PORTFOLIO
CLASS A
Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4122
Amount of Ownership 268,412
Percentage of Class 5.53%94104-4151 8,213 13.03%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 Amount of Ownership 663,376
Percentage of Class 13.68%
Class B
Pershing LLC
P.O. Box 205251,505 81.74%
CLASS C
AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 North Lexington Avenue
White Plains, NY 10601-1712 1,000 13.81%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
LPL Financial
9785 Towne Centre Drive
San Diego, CA 92121-1968 512 7.08%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07303-2052
Amount of Ownership 298,660
Percentage of Class 7.63%
MLPF&S
For the Sole Benefit of its Customers07311 5,728 79.11%
CLASS ADV
AllianceBernstein L.P.
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 491,105
Percentage of Class 12.54%
Class C
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 291,992
Percentage of Class 7.12%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 380,541
Percentage of Class 9.27%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 680,384
Percentage of Class 16.58%
E-33
Name and Address of Beneficial Owner
------------------------------------
AMIF II - Minnesota Portfolio
ClassBrent Mather-Seed Acct
1 North Lexington Avenue
White Plains, NY 10601-1712 95,000 98.37%
ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND
CLASS A
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 617,563
Percentage of Class 9.29%
Jas & Co.
C/o Bremer Trust
P.O. Box 986
St. Cloud, MN 56302-0986
Amount of Ownership 704,233
Percentage of Class 10.60%
Class B
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 88,613
Percentage of Class 6.04%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 227,468
Percentage of Class 15.51%
Class C
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 244,190
Percentage of Class 14.57%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 507,351
Percentage of Class 30.28%
AMIF II - New Jersey Portfolio
Class A
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 505,252
Percentage of Class 6.41%
Name and Address of Beneficial Owner
------------------------------------
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 684,176
Percentage of Class 8.67%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 873,075
Percentage of Class 11.07%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 1,275,414
Percentage of Class 16.17%
Class B
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 510,203
Percentage of Class 8.04%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 679,958
Percentage of Class 10.71%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glenn Allen, VA 23060-9245
Amount of Ownership 1,312,202
Percentage of Class 20.67%
Class C
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 290,566
Percentage of Class 7.96%
E-34
Name and Address of Beneficial Owner
------------------------------------
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 591,793
Percentage of Class 16.22%2801 Market St
Saint Louis, MO 63103-2523 338,100 5.20%
MLPF&S
For the Sole Benefit of its Customers
Attn.Attn: Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 999,239
Percentage of Class 27.38%
AMIF II - Ohio Portfolio
Class A
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.Admin
4800 Deer Lake Dr., East 2nd FloorFlr
Jacksonville, FL 32246-6484 Amount of Ownership 504,402
Percentage of Class 6.09%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 625,643
Percentage of Class 7.55%383,214 5.89%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 Amount of Ownership 921,235
Percentage of Class 11.12%
Class642,068 9.87%
CLASS B
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 520,265
Percentage of Class 9.11%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 619,676
Percentage of Class 10.85%
Name and Address of Beneficial Owner
------------------------------------
Class C
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 259,183
Percentage of Class 5.48%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 552,500
Percentage of Class 11.69%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 1,142,607
Percentage of Class 24.17%
AMIF II - Pennsylvania Portfolio
Class A
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 427,047
Percentage of Class 5.79%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 493,127
Percentage of Class 6.69%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 832,938
Percentage of Class 11.30%2801 Market St
Saint Louis, MO 63103-2523 97,939 5.24%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 Amount of Ownership 1,650,612
Percentage of Class 22.39%
E-35
Name and Address of Beneficial Owner
------------------------------------
Class B
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 283,103
Percentage of Class 6.85%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 508,709
Percentage of Class 12.31%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glenn Allen, VA 23060-9245
Amount of Ownership 1,111,360
Percentage of Class 26.90%
Class243,272 13.02%
CLASS C
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 326,016
Percentage of Class 9.96%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 1,259,816
Percentage of Class 38.51%
AMIF II - Virginia Portfolio
Class A
Dean Witter Reynolds
ATTN: Mutual Fund Operations
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311
Amount of Ownership 422,719
Percentage of Class 5.32%
Legg Mason Wood Walker Inc.
Special Custody Account
FBO Customers
P.O. Box 1476
Baltimore, MD 21203-1476
Amount of Ownership 422,587
Percentage of Class 5.32%
Name and Address of Beneficial Owner
------------------------------------
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 536,803
Percentage of Class 6.76%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 705,500
Percentage of Class 8.88%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 1,124,359
Percentage of Class 14.16%
Class B
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 472,983
Percentage of Class 10.49%2801 Market St
Saint Louis, MO 63103-2523 97,852 5.18%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin.Admin
4800 Deer Lake Dr., East 2nd FloorFlr
Jacksonville, FL 32246-6484 Amount of Ownership 502,243
Percentage of Class 11.14%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glenn Allen, VA 23060-9245
Amount of Ownership 1,037,926
Percentage of Class 23.03%
Class C
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 394,269
Percentage of Class 15.07%
E-36
Name and Address of Beneficial Owner
------------------------------------
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 434,891
Percentage of Class 16.62%
Legg Mason Wood Walker, Inc.
Special Custody Account
FBO Customers
P.O. Box 1476
Baltimore, MD 21203-1476
Amount of Ownership 460,000
Percentage of Class 17.58%
Real Estate
Class A261,706 13.86%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 Amount of Ownership 407,896
Percentage of Class 7.26%474,172 25.11%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
----------------------------------------------------
CLASS R
American United Life Cust FBO
American United Trust
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 4,433 22.82%
MLPF&S For theThe Sole Benefit of itsOf Its
Customers
ATTN:Attn: Fund Admin.Admin
4800 Deer Lake Dr., East 2nd FloorFlr
Jacksonville, FL 32246-6484 Amount of Ownership 544,582
Percentage of Class 9.70%
Class B6,721 34.60%
GPC As Agent For
Reliance Trust Company FBO
Cedar Mill Community Library 403B
P.O. Box 79377
Atlanta, GA 30357-7377 1,101 5.67%
Reliance Trust Co Cust
FBO Our Community Hospital 401K
P.O. Box 48529
Atlanta, GA 30362-1529 3,112 16.02%
CLASS K
Frontier Trust Co FBO
First National Bank & Trust Co Of V
P.O. Box 10758
Fargo, ND 58106-0758 3,489 9.71%
Nationwide Trust Company FSB
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 3,968 11.04%
Orchard Trust Co LLC TTEE
FBO Wright Ginsberg Brusilow PC
40IK PSP
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 2,145 5.97%
Orchard Trust Company LLC TTEE Cust
Mansfield Tanick & Cohen PA
40IK Profit Sharing Plan
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 9,051 25.19%
Orchard Trust Company LLC TTEE Cust
Weiss Berzowski Brady LLP
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 16,671 46.39%
CLASS I
AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N Lexington Ave
White Plains, NY 10601-1712 655 99.45%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
--------------------------------------------------
ALLIANCEBERNSTEIN CORPORATE SHARES--CORPORATE
INCOME SHARES
Citigroup Global Markets Inc
333 West 34th Street - 3rd Floor
New York, NY 10001-2402 1,586,668 50.26%
ALLIANCEBERNSTEIN DIVERSIFIED YIELD FUND
CLASS A
Citigroup Global Markets House
Account
Attn: Cindy Tempesta
333 W.W 34th Street FloorSt Fl 3
New York, NY 10001-2402 Amount of Ownership 350,344
Percentage of Class 7.89%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 410,847
Percentage of Class 9.25%300,192 5.84%
First Clearing, LLC
Special Custody Acct.Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 438,241
Percentage of Class 9.87%
Name and Address of Beneficial Owner
------------------------------------
2801 Market St
Saint Louis, MO 63103-2523 301,068 5.86%
MLPF&S
For the Sole Benefit of its
Customers
Attn: Fund Admin.Admin
4800 Deer Lake Dr., East 2nd FloorFlr
Jacksonville, FL 32246-6484 Amount of Ownership 836,783
Percentage of Class 18.84%
Class C
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 156,350
Percentage of Class 5.94%282,701 5.50%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 Amount of Ownership 239,783
Percentage of Class 9.11%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 1,022,328
Percentage of Class 38.85%
Class R
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 527
Percentage of Class 99.03%
Class K
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 527
Percentage of Class 99.03%
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 527
Percentage of Class 100%
E-37
Name and Address of Beneficial Owner
------------------------------------
Advisor Class
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1996-1998
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 351,285
Percentage of Class 5.61%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1996-1998
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 364,228
Percentage of Class 5.82%
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1999-2001
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 392,643
Percentage of Class 6.27%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1993-1995
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 393,411
Percentage of Class 6.28%
CollegeBound Fund
CBF-Balanced Portfolio
529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 403,671
Percentage of Class 6.45%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1999-2001
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 567,289
Percentage of Class 9.06%
CollegeBound Fund
CBF-Aggressive Growth Portfolio
529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 998,613
Percentage of Class 15.95%
Name and Address of Beneficial Owner
------------------------------------
CollegeBound Fund
CBF-Growth Portfolio
529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 1,726,359
Percentage of Class 27.57%
Global Value
Class A
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 128,377
Percentage of Class 5.28%
Union Bank of California Trust
Nominee
George Little Mgmt. LLC 401K PSP
P.O. Box 85484
San Diego, CA 92186-5484
Amount of Ownership 141,583
Percentage of Class 5.82%
Union Bank of California Trust
Nominee
Sanford Bernstein FBO
Cloverland Farms Dairy, Inc.
Employees 401K PSP
P.O. Box 85484
San Diego, CA 92186-5484
Amount of Ownership 287,370
Percentage of Class 11.81%
Class1,152,305 22.43%
CLASS B
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 62,174
Percentage of Class 5.64%
First Clearing, LLC
Special Custody Acct.Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glenn Allen, VA 23060-9245
Amount of Ownership 82,327
Percentage of Class 7.47%
E-38
Name and Address of Beneficial Owner
------------------------------------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 134,533
Percentage of Class 12.21%2801 Market St
Saint Louis, MO 63103-2523 56,980 10.81%
MLPF&S
For the Sole Benefit of its
Customers
Attn: Fund Admin.Admin
4800 Deer Lake Dr., East 2nd FloorFlr
Jacksonville, FL 32246-6484 Amount of Ownership 166,113
Percentage of Class 15.08%
Class54,826 10.41%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 77,186 14.65%
CLASS C
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First2801 Market St
Saint Louis, MO 63103-2523 148,740 9.39%
MLPF&S
For the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 29,283
Percentage of Class 5.29%
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 41,909
Percentage of Class 7.57%, East 2nd Flr
Jacksonville, FL 32246-6484 189,868 11.99%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 Amount of Ownership 49,346
Percentage of Class 8.91%
MLPF&S
For494,054 31.19%
CLASS ADV
First Clearing, LLC
Special Custody Acct for the
SoleExclusive Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
AmountCustomer
2801 Market St
Saint Louis, MO 63103-2523 97,279 9.01%
NFS LLC FEBO
Bank of Ownership 109,855
Percentage of Class 19.84%
Class R
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 775
Percentage of Class 99.02%
Name and Address of Beneficial Owner
------------------------------------
Class K
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 775
Percentage of Class 99.02%
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 775
Percentage of Class 100%
Advisor Class
Sanford Bernstein & Co. LLC
One North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 659,664
Percentage of Class 5.64%
Sanford Bernstein & Co. LLC
One North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 779,840
Percentage of Class 6.67%
PIMS/Prudential Retirement
as Nominee for the TTEE/CustomerAmerica NA
Jordan Hosp Ret Plan
007
Alliance Capital Management
300 International Parkway, Ste 270
Heathrow, FL 32746-5028
Amount of Ownership 1,686,704
Percentage of Class 14.42%
International Value
Class A
Dean Witter Reynolds
ATTN: Mutual Fund Operations
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311
Amount of Ownership 2,860,411
Percentage of Class 5.75%PO Box 831575
Dallas, TX 75283-1575 54,682 5.06%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 Amount of Ownership 3,977,878
Percentage of Class 7.99%345,717 32.00%
RAM Trust Services
45 Exchange St
Portland, ME 04101-5033 338,395 31.33%
CLASS R
ING
Enhanced K-Choice
Trustee Reliance Trust Company
400 Atrium Drive
Somerset, NJ 08873-4162 17,021 29.92%
MG Trust Company Trustee
Sanger & EBY Design PS & 401K Pl
700 17th St Ste 300
Denver, CO 80202-3531 18,051 31.73%
State Street Bank & Trust
FBO ADP/MSDW Alliance
Attn: Ralph Campbell
105 Rosemont Rd
Westwood, MA 02090-2318 14,021 24.65%
CLASS K
AllianceBernstein LP
Attn: Brent Mather--Seed Acct
1 N Lexington Ave
White Plains, NY 10601-1712 1,130 33.92%
Frontier Trust Co C/F
Chelus Herdzik Speyer & Monte PC
P.O. Box 10758
Fargo, ND 58106-0758 2,182 65.49%
CLASS I
AllianceBernstein LP
Attn: Brent Mather--Seed Acct
1 N Lexington Ave
White Plains, NY 10601-1712 1,130 99.99%
E-39
Name and Address of Beneficial Owner
------------------------------------NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
---------------------------------------------------
Charles Schwab & Co.
Mutual Funds Department
101 Montgomery
San Francisco, CA 94104-4122
Amount of Ownership 5,515,512
Percentage of Class 11.08%
Class B
Dean Witter Reynolds
ALLIANCEBERNSTEIN EQUITY INCOME FUND
CLASS A
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 323,276 5.95%
MLPF&S For The Sole Benefit Of Its
Customers
Attn: Mutual Fund Operations
2 Harborside Plaza,Admin
4800 Deer Lake Dr., East 2nd FloorFlr
Jacksonville, FL 32246-6484 493,818 9.10%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07311
Amount of Ownership 581,823
Percentage of Class 5.50%07303-2052 510,180 9.40%
CLASS B
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th Street, FloorSt Fl 3
New York, NY 10001-2402 Amount of Ownership 836,726
Percentage of Class 7.91%41,287 5.03%
First Clearing, LLC
Special Custody Acct. for theAcct For The
Exclusive Benefit ofOf Customer
10750 Wheat First2801 Market St
Saint Louis, MO 63103-2523 66,843 8.15%
MLPF&S For The Sole Benefit Of Its
Customers
Attn: Fund Admin
4800 Deer Lake Dr.
Glenn Allen, VA 23060-9245
Amount of Ownership 904,608
Percentage of Class 8.55%, East 2nd Flr
Jacksonville, FL 32246-6484 114,030 13.90%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 Amount110,303 13.44%
CLASS C
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 146,728 10.00%
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 123,503 8.41%
MLPF&S For The Sole Benefit Of Its
Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 297,673 20.28%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
----------------------------------------------------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 120,747 8.23%
CLASS ADV
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 24,916 8.07%
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 25,484 8.25%
Merrill Lynch Pierce Fenner & Sm
For The Sole Benefit Of Its
Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 63,361 20.52%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 31,501 10.20%
CLASS R
Capital Bank & Trust Company TTEE F
Ashok & Yogini Kathari PSP 401K
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 28,408 21.63%
GPC As Agent For
Reliance Trust Company FBO
Ram Mechanical Serv Inc PSP & Trust
P.O. Box 79377
Atlanta, GA 30357-7377 11,903 9.06%
State Street Corporation TTEE
C/F ADP Access
1 Lincoln St
Boston, MA 02111-2901 20,058 15.27%
CLASS K
Nationwide Trust Company PSB
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 37,192 60.02%
Orchard Trust Co LLC TTEE
Aaronson Dickerson Cohn & Lanzonie
APC 401K PSP
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 3,299 5.32%
Orchard Trust Company LLC TTEE
CUST
TIB Insurance Brokers Inc 401K
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 12,724 20.53%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------
CLASS I
Nationwide Trust Company PSB
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 2,183 6.54%
PIMS/Prudential Retirement
As Nominee For The TTEE/CUST
Citrus Valley Health Partners
140 West College Street
P.O. Box 6108
Covina, CA 91722-5108 20,874 62.55%
PIMS/Prudential Retirement
As Nominee For The TTEE/CUST
Citrus Valley Health Partners
140 West College Street
P.O. Box 6108
Covina, CA 91722-5108 10,141 30.39%
ALLIANCEBERNSTEIN EXCHANGE RESERVES
CLASS B
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 2,549,985 6.63%
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 2,582,447 6.71%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 2,867,285 7.45%
CLASS C
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 2,105,059 7.24%
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 1,929,458 6.64%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,520,779 5.23%
CLASS ADV
Collegebound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1990-1992
1345 Avenue Of The Americas
New York, NY 10105-0302 11,163,998 7.45%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-----------------------------------------------------
Collegebound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1993-
1995
1345 Avenue Of The Americas
New York, NY 10105-0302 15,220,352 10.16%
Collegebound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1996-
1998
1345 Avenue Of The Americas
New York, NY 10105-0302 7,952,361 5.31%
Collegebound Fund
Growth Emphasis
Age Based Portfolio 1990-
1992
1345 Avenue Of The
Americas
New York, NY 10105-0302 26,570,982 17.74%
Collegebound Fund
Growth Emphasis
Age Based Portfolio 1993-
1995
1345 Avenue Of The
Americas
New York, NY 10105-0302 32,938,393 21.99%
Collegebound Fund
Growth Emphasis
Age Based Portfolio 1996-1998
1345 Avenue Of The Americas
New York, NY 10105-0302 21,334,388 14.25%
Collegebound Fund
Age Based Portfolio
(1999-2001)
AB Pooling: Exchange
Reserves-ADV
8000 IH10 West
San Antonio, TX 78230-3802 12,473,897,710 8.33%
CLASS R
Counsel Trust DBA Mid Atlantic
Trust Co FBO
S P Skinner Co Inc 401K PSP
& Trust
1251 Waterfront Pl Ste 525
Pittsburgh, PA 15222-4228 1,191,590 19.17%
Peter T Mckean FBO
Townsend Management Inc
401k PSP
& Trust
P.O. Box 24442
San Francisco, CA 94124-0442 413,295 6.65%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
----------------------------------------------------
CLASS K
Orchard Trust Co LLC TTEE CUST
FBO Kason Industries Inc
8515 E Orchard Rd # 2T2
Greenwood Village, Co 80111-5002 3,688,667 8.62%
Wilmington Trust Co TTEE FBO
Spherion Corp
Deferred Compensation Plan
C/O Mutual Funds
P.O. Box 8971
Wilmington, DE 19899-8971 2,631,454 6.15%
CLASS I
Orchard Trust Company LLC TTEE
Cust
Muskegon Surgical Associates PC
8515 E Orchard Rd 2T2
Greenwood Village, CO
80111-5002 851,109 31.23%
Orchard Trust Company LLC
TTEE Cust
Worldwide Dreams Deferred
Comp Pl
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111 338,841 12.43%
Orchard Trust Company LLC TTEE
Cust
Group Pension Plan For
Employees
8515 E Orchard Rd 2T2
Greenwood Village, CO
80111-5002 175,133 6.43%
Orchard Trust Company LLC TTEE
Cust
Webcor Builders 401K PSP
P.O. Box 85484
San Diego, CA 92186-5484 1,360,497 49.92%
ALLIANCEBERNSTEIN FIXED-INCOME SHARES
Sanford C Bernstein Fund Inc
Overlay A Portfolio
STIF-GOVT
1345 Avenue Of Americas
New York, NY 10105 297,245,759 11.28%
Sanford C Bernstein Fund Inc
Overlay B Portfolio
STIF-GOVT
1345 Avenue Of Americas
New York, NY 10105 156,493,498 5.94%
Sanford C Bernstein Fund Inc
Tax Aware Overlay A Portfolio
STIF-GOVT
1345 Avenue Of Americas
New York, NY 10105 566,278,879 21.48%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
----------------------------------------------------
Sanford C Bernstein Fund Inc
Tax Aware Overlay B Portfolio
STIF-GOVT
1345 Avenue Of Americas
New York, NY 10105 217,181,990 8.24%
ALLIANCEBERNSTEIN GLOBAL BOND FUND
CLASS A
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 11,417,906 5.63%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 20,934,465 10.33%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 11,867,135 5.86%
MLPF&S
For The Sole Benefit Of Its
Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 11,569,025 5.71%
CLASS B
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 1,055,067 10.66%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 546,286 5.52%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,040,819 10.51%
MLPF&S
For The Sole Benefit Of Its
Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 1,545,763 15.61%
CLASS C
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 7,186,635 9.13%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-----------------------------------------------------
MLPF&S
For The Sole Benefit Of Its
Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 20,622,750 26.21%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 5,743,056 7.30%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 6,168,717 7.84%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 5,890,855 7.49%
CLASS ADV
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 9,986,093 20.79%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 7,544,088 15.71%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 20,082,851 41.81%
CLASS R
State Street Corporation TTEE
C/F ADP Access
1 Lincoln St
Boston, MA 02111-2901 806,995 64.53%
CLASS K
Orchard Trust Co LLC TTEE
FBO Miami Diver Inc
401(K) PSP
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 27,889 22.09%
Wilmington Trust Company C/F
Torrance Health Association 403B P
C/O Mutual Funds
P.O. Box 8880
Wilmington, DE 19899-8880 10,907 8.64%
Providence Ear Nose & Throat
Assoc Inc 401K PS Plan
Steven W. Fisher TTEE
2112 Providence Ave
Chester, PA 19013-5507 6,416 5.08%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
Orchard Trust Co LLC TTEE
FBO The Office Furniture Warehouse
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 18,127 14.36%
Orchard Trust Co LLC TTEE
FBO Stoner, Albright & Company
Retirement Plan
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 40,407 32.01%
CLASS I
Converse College
580 E Main St
Spartanburg, SC 29302-0006 451,585 55.14%
Comerica Bank Trustee Clark Hill
PLC Pension Plan
P.O. Box 75000
Detroit, MI 48275 178,065 21.74%
ALLIANCEBERNSTEIN GLOBAL GROWTH FUND
CLASS A
Charles Schwab & Co.
For The Exclusive Benefit Of Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4151 24,849 6.68%
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 34,434 9.25%
MLPF&S
For The Sole Benefit Of Its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 29,763 8.00%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 29,658 7.97%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 24,084 6.47%
CLASS B
MLPF&S
For The Sole Benefit Of Its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 24,624 26.54%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 7,811 8.42%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
CLASS C
MLPF&S
For The Sole Benefit Of Its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 43,338 29.90%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 21,845 15.07%
CLASS ADV
PIMS/Prudential Retirement
As Nominee For The
TTEE/Cust Pl 007
AllianceBernstein L.P.
1345 Avenue Of The Americas
11th Floor
New York, NY 10105-0302 967,931 23.48%
Vanguard FID Trust Co FBO
Kaiser Perm Supp Re Pl
P.O. Box 2600
Valley Forge, PA 19482-2600 426,243 10.34%
Vanguard FID Trust Co FBO
Kaiser Perm Tax Shel Ann Pl
P.O. Box 2600
Valley Forge, PA 19482-2600 937,801 22.75%
Vanguard Fiduciary Trust Co FBO
Kaiser Permanente 401 K Ret Pl
P.O. Box 2600
Valley Forge, PA 19482-2600 1,380,653 33.49%
CLASS R
AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N Lexington Ave
White Plains, NY 10601-1712 393 14.24%
Chris Weddle FBO
Weddle Industries 401K PSP &
Trust
7200 Hollister Ave Ste C
Goleta, CA 93117-2884 1,241 44.95%
Dunbar & Brawn Construction
FBO Alan Brawn
401 K Suite 600
805 South Wheatley
Ridgeland, MS 39157 1,078 39.06%
CLASS K
Orchard Trust Co LLC TTEE
FBO New England Dermatology PC
401(K) Plan And Trust
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 17,988 37.49%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
Sanford Bernstein & Co LLC
1 N Lexington Ave
White Plains, NY 10601-1712 27,457 57.23%
CLASS I
AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N Lexington Ave
White Plains, NY 10601-1712 689 99.98%
ALLIANCEBERNSTEIN GLOBAL REAL ESTATE INVESTMENT
FUND
CLASS A
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Ownership 1,503,640
PercentageCustomer
2801 Market St
Saint Louis, MO 63103-2523 408,536 5.90%
MLPF&S
for the Sole Benefit of Class 14.22%its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 697,297 10.07%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 383,015 5.53%
CLASS B
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 36,350 5.48%
MLPF&S
for the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 36,653 5.52%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 54,928 8.28%
CLASS C
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 114,772 6.09%
MLPF&S
for the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 444,213 23.56%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 303,498 16.10%
CLASS ADV
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 246,136 40.01%
MLPF&S
for the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 35,491 5.77%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 50,336 8.18%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 53,244 8.65%
CLASS R
State Street Corporation TTEE
C/F ADP Access
1 Lincoln St
Boston, MA 02111-2901 37,998 7.44%
CLASS K
Orchard Trust Company LLC TTEE Cust
AEA Investors LLC 401K Sav Pl
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111 37,029 5.41%
CLASS I
Group Pension Plan for Employees
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 17,208 7.88%
FIIOC as Agent for Certain Employee
Benefit Plans
100 Magellan Way KWIC
Covington, KY 41015-1987 47,826 21.90%
Orchard Trust Company LLC TTEE Cust
George Little Mgmt LLC 401K PSP
P.O. Box 85484
San Diego, CA 92186-5484 21,208 9.71%
Orchard Trust Company LLC TTEE Cust
Webcor Builders 401K PSP
P.O. Box 85484
San Diego, CA 92186-5484 111,921 51.24%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND
CLASS A
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 759,997 5.73%
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 1,009,516 7.62%
MLPF&S
For The Sole Benefit Of Its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 1,044,292 7.88%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 695,334 5.25%
State Street Corporation TTEE
C/F ADP Access
1 Lincoln St
Boston, MA 02111-2901 869,063 6.56%
CLASS B
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 66,638 5.05%
MLPF&S
For The Sole Benefit Of Its
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 98,340 7.45%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 77,380 5.86%
CLASS C
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 270,644 12.38%
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 225,765 10.33%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
MLPF&S
For The Sole Benefit Of Its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 380,166 17.39%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 134,340 6.14%
CLASS ADV
Citigroup Global Markets
333 West 34th St-3rd Floor
New York, NY 10001-2402 83,938 8.81%
Collegebound Fund
CBF-Global Thematic Growth
Customized Allocation
1345 Avenue Of The Americas
New York, NY 10105-0302 215,715 22.64%
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 110,982 11.65%
LPL Financial
FBO Customer Accounts
Attn: Mutual Fund Operations
P.O. Box 509046
San Diego, CA 92150-9046 48,791 5.12%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 154,134 16.18%
PIMS Prudential Retirement
As Nominee For The TTEE/CUST
AllianceBernstein LP.
1345 Avenue Of The Americas
11th Floor
New York, NY 10105-0302 145,172 15.24%
CLASS R
GPC Securities Inc Agent For
Reliance Trust Company FBO
Shoe Show, Inc. Ret. Savings Plan
P.O. Box 79377
Atlanta, GA 30357-7377 17,720 19.07%
GPC Securities Inc Agent For
Reliance Trust Company FBO
Signet Electronics Systems Inc 40IK
P.O. Box 79377
Atlanta, GA 30357-7377 6,171 6.64%
ING
Enhanced K-Choice
Trustee: Reliance Trust Company
400 Atrium Drive
Somerset, NJ 08873-4162 11,878 12.79%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 5,853 6.30%
CLASS K
Medical Consultants PC 401K Plan
Attn: Gary Wangler
Personal And Confidential
2525 W University Ave Ste 300
Muncie, IN 47303-3400 6,110 8.39%
Orchard Trust Company LLC TTEE Cust
Varitronics Inc Employees Ps
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 3,697 5.08%
Orchard Trust Co LLC TTEE
FBO Fragomen Del Ray Bernsen &
Loewy LLP
8515 E Orchard Rd # 2T2
Greenwood Village, CO 80111-5002 17,163 23.57%
Orchard Trust Co LLC TTEE
FBO Perelson Weiner
401(K) Plan & Trust
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 4,059 5.57%
Stanley Creations Inc PSP
1414 Willow Ave
Melrose Park, PA 19027-3197 9,728 13.36%
CLASS I
MLPF&S
For The Sole Benefit Of Its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 22,398 28.69%
PIMS/Prudential Retirement
As Nominee For The TTEE/Cust Pl
Robert Wood Johnson Hospital
181 Somerset St Ste 1
New Brunswick, NJ 08901-2061 36,277 46.46%
Wachovia Bank FBO
TCS America 401 K Plan
1525 West Wt Harris Blvd
Charlotte, NC 28262-8522 17,142 21.96%
ALLIANCEBERNSTEIN GREATER CHINA '97 FUND
CLASS A
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin.Admin
4800 Deer Lake Dr.Dr East 2nd FloorFlr
Jacksonville, FL 32246-6484
Amount of Ownership 1,612,029
Percentage of Class 15.24%
Class C
Legg Mason Wood Walker Inc.32246-6485 236,135 9.47%
First Clearing, LLC
Special Custody Account
FBO Customers
P.O. Box 1476
Baltimore, MD 21203-1476
AmountAcct for the
Exclusive Benefit of Ownership 874,640
Percentage of Class 5.60%Customer
2801 Market St
Saint Louis, MO 63103-2523 210,289 8.43%
Name and Address of Beneficial Owner
------------------------------------NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
Dean Witter Reynolds
Attn. Mutual Funds Opers
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311
Amount of Ownership 912,489
Percentage of Class 5.84%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 Amount246,414 9.88%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 128,482 5.15%
CLASS B
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Ownership 1,053,578
PercentageCustomer
2801 Market St
Saint Louis, MO 63103-2523 132,069 16.83%
MLPF&S
For the Sole Benefit of Class 6.75%its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 45,029 5.74%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 77,546 9.88%
CLASS C
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 88,772 8.33%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 200,507 18.81%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 63,115 5.92%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 87,565 8.21%
CLASS ADV
LPL Financial
FBO Customer Accounts
Attn: Mutual Fund Operations
P.O. Box 509046
San Diego, CA 92150-9046 19,732 6.65%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 24,422 8.23%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
--------------------------------------------------------
Citigroup Global Markets
House Account
Attn.Attn: Cindy Tempesta
333 W.W 34th St FL 3
New York, NY 10001-2402 21,509 7.25%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 20,514 6.91%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 36,573 12.33%
MG Trust Company FBO
Greenbrook IMA
700 17th St Ste 300
Denver, CO 80202-3531 30,010 10.11%
ALLIANCEBERNSTEIN GROWTH AND INCOME FUND
CLASS A
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 28,000,306 7.20%
MLPF&S
For the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 26,286,346 6.76%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 21,035,587 5.41%
State Street Corporation TTEE
C/F ADP Access
1 Lincoln St
Boston, MA 02111-2901 23,126,982 5.95%
CLASS B
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 2,450,975 7.23%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 2,140,029 6.31%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 3,073,991 9.06%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
--------------------------------------------------
CLASS C
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St 3rd Floor
New York, NY 10001-2402 6,555,280 10.34%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 6,321,783 9.97%
MLPF&S
For the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 16,214,114 25.57%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 4,145,270 6.54%
CLASS ADV
Citigroup Global Markets
333 West 34th St 3rd Floor
New York, NY 10001-2402 5,048,982 18.71%
Collegebound Fund
CBF-Growth & Income
Customized Portfolio 529 Plan
1345 Avenue of the Americas
New York, NY 10105-0302 13,635,341 50.52%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 1,916,693 7.10%
Merrill Lynch
Mutual Fund Operations
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 2,464,082 9.13%
CLASS I
Suntrust Bank
Heritage Medical Assoc PC 401K
PSP
8515 E Orchard Rd #2T2
Englewood, CO 80111-5002 465,625 100.00%
CLASS K
Gastrointestinal Spec Inc 401K
PSP
10 Presidential Blvd Ste 124
Bala Cynwyd, PA 19004-1107 84,064 5.87%
Nationwide Trust Company FSB
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 112,769 7.87%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
----------------------------------------------------
Orchard Trust Company LLC TTEE Cust
Advertising Council Inc
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 80,441 5.62%
Orchard Trust Company LLC TTEE Cust
Bowie Gridley Architects PLL 401K
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 87,054 6.08%
Orchard Trust Company LLC TTEE Cust
Karnak Corporation Savings &
Investment Plan
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 105,270 7.35%
Orchard Trust Company LLC TTEE Cust
Minnesota Surgical Associates PA
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 134,713 9.40%
Orchard Trust Company LLC TTEE Cust
TIB Insurance Brokers Inc 401K
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 377,639 26.36%
Orchard Trust Company LLC TTEE Cust
Valensi Rose & Magaram
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 97,062 6.78%
CLASS R
GPC Securities Inc Agent for
Reliance Trust Company FBO
Delstar 401(K) Plan
P.O. Box 79377
Atlanta, GA 30357-7377 128,230 14.01%
Hartford Life Insurance Company
Separate Account 401
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 195,733 21.39%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 161,073 17.60%
MG Trust Co Cust FBO
Engines Inc 401K PS
700 17th St., Ste 300
Denver, CO 80202-3531 48,951 5.35%
MG Trust Co Cust FBO
Redmon Peyton & Braswell LLP
700 17th St., Ste 300
Denver, CO 80202-3531 62,664 6.85%
MG Trust Co Cust FBO
Southern Marketing Affiliates
700 17th St., Ste 300
Denver, CO 80202-3531 80,122 8.76%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
--------------------------------------------------------
ALLIANCEBERNSTEIN HIGH INCOME FUND
CLASS A
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 West 34th Street, Floor 3
New York, NY 10001-2402 Amount6,845,560 5.69%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Ownership 1,242,260
Percentage of Class 7.95%Customer
2801 Market St
Saint Louis, MO 63103-2523 9,019,745 7.50%
MLPF&S
For the Sole Benefit of its Customers
Attn.Attn: Fund Admin.Admin
4800 Deer Lake Dr.Drive East, 2nd FloorFlr
Jacksonville, FL 32246-6484 Amount of Ownership 4,854,821
Percentage of Class 31.09%
Class R
Bremer Trust
Luekens Food Stores Inc.
401 K Plan
Attn: Trust Operations FRPS9,429,798 7.84%
Pershing LLC
P.O. Box 9862052
Jersey City, NJ 07303-2052 11,518,503 9.58%
CLASS B
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 West 34th Street, Floor 3
New York, NY 10001-2402 269,043 5.71%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market Street
Saint Cloud, MN 56302-0986
AmountLouis, MO 63103-2523 625,698 13.29%
MLPF&S
for the Sole Benefit of Ownership 7,272
Percentageits Customers
Attn: Fund Admin
4800 Deer Lake Drive East, 2nd Flr
Jacksonville, FL 32246-6484 468,843 9.96%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 454,203 9.65%
CLASS C
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 West 34th Street, Floor 3
New York, NY 10001-2402 7,044,456 15.47%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Class 5.21%
RelianceCustomer
2801 Market St
Saint Louis, MO 63103-2523 5,034,613 11.05%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
--------------------------------------------------------
MLPF&S
for the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Drive East, 2nd Flr
Jacksonville, FL 32246-6484 10,429,690 22.90%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 2,389,692 5.25%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 2,987,470 6.56%
CLASS ADV
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 West 34th Street, Floor 3
New York, NY 10001-2402 5,075,981 17.48%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 7,410,390 25.52%
LPL Financial
FBO Customer Accounts
Attn: Mutual Fund Operations
P.O. Box 509046
San Diego, CA 92150-9046 1,595,973 5.50%
MLPF&S
For the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Drive East, 2nd Flr
Jacksonville, FL 32246-6484 7,202,836 24.80%
PIMS/Prudential Retirement
as Nominee for the TTEE/CUST
AllianceBernstein L.P.
1345 Avenue of the Americas
11th Floor
New York, NY 10105-0302 1,530,246 5.27%
CLASS I
MAC & Co
Attn: Mutual Fund Ops
P.O. Box 3198
Pittsburgh, PA 15230-3198 1,122,510 94.49%
CLASS K
Frontier Trust Co FBO
Alexander Nicholson Inc Profit SH
P.O. Box 10758
Fargo, ND 58106-0758 9,887 5.78%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
Joseph R. Burlin
401(k) Profit Sharing Plan
1805 North Carolina Street, Suite 405
Stockton, CA 95204 21,743 12.72%
Orchard Trust Company LLC TTEE
Cust
Chastang Enterprises Inc. 401K Plan
8515 East Orchard Road 2T2
Greenwood Village, CO 80111-5002 11,172 6.54%
Orchard Trust Company LLC TTEE Cust
Informa Fin Infor Inc Def Comp Pl
8515 East Orchard Road 2T2
Greenwood Village, CO 80111-5002 34,949 20.44%
Orchard Trust Company LLC TTEE Cust
TIB Insurance Brokers Inc. 401K
8515 East Orchard Road 2T2
Greenwood Village, CO 80111-5002 34,652 20.27%
Orchard Trust Company LLC TTEE Cust
Valensi Rose & Magaram
8515 East Orchard Road 2T2
Greenwood Village, CO 80111-5002 30,432 17.80%
CLASS R
Capital Bank & Trust Company Cust
FBO Southeastern Retina
Association
P.O. Box 48529
Atlanta, GA 30262-1529
AmountAdvanced Analogic
Technologies Inc. 401K Plan
C/O PlanPremier/FASCore, LLC
8515 East Orchard Road 2T2
Greenwood Village, CO 80111-5002 60,100 5.12%
ING
Enhanced K-Choice
Trustee: Reliance Trust Company
400 Atrium Drive
Somerset, NJ 08873-4162 178,240 15.19%
MLPF&S
For the Sole Benefit of Ownership 8,899
Percentage of Class 6.37%
Merrill Lynchits Customers
Attn: Fund Admin.Admin
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246-6484 Amount of Ownership 97,792
Percentage of Class 70.02%
E-40
Name and Address of Beneficial Owner
------------------------------------
Class K275,046 23.44%
NFS LLC FEBO
Gelco Companies 401K & PSP
Reliance Trust Co. TTEE
1745 Salem Industrial Dr., NE
Salem, OR 97303-4240
AmountTrustco Trustee Custodian
TR FBO Various Ret Plans
1150 S Olive Street
Los Angeles, CA 90015-2211 64,944 5.53%
ALLIANCEBERNSTEIN INTERNATIONAL GROWTH FUND
CLASS A
MLPF&S
For the Sole Benefit of Ownership 313
Percentage of Class 17.86%
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 583
Percentage of Class 33.28%
NFS LLC FEBO
Douglas Davison
Buck, Davison, Aldrich TTEES
1011 Commercial St, NE, Ste. 120
Salem, OR 97301-1036
Amount of Ownership 856
Percentage of Class 48.85%
Class I
Sanford Bernstein & Co. LLC
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 373,886
Percentage of Class 5.06%
Sanford Bernstein & Co. LLC
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 985,598
Percentage of Class 13.33%
Sanford Bernstein & Co. LLC
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 1,367,938
Percentage of Class 18.51%
Sanford Bernstein & Co. LLC
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 3,388,786
Percentage of Class 45.85%
Advisor Class
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1999-2001
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 3,593,176
Percentage of Class 5.14%
Name and Address of Beneficial Owner
------------------------------------
CollegeBound Fund
CBF-Aggressive Growth Portfolio
529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 4,733,752
Percentage of Class 6.78%
Merrill Lynchits Customers
Attn: Fund Admin.Admin
4800 Deer Lake Drive EEast, 2nd Floor
Jacksonville, FL 32246-6484 Amount of Ownership 4,861,289
Percentage of Class 6.96%6,101,052 8.26%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
--------------------------------------------------------
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 5,458,999 7.39%
CLASS B
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W.West 34th Street, Floor 3
New York, NY 10001-2402 Amount469,587 12.38%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Ownership 5,065,226
PercentageCustomer
2801 Market Street
Saint Louis, MO 63103-2523 417,496 11.00%
MLPF&S
For the Sole Benefit of Class 7.25%
CollegeBoundits Customers
Attn: Fund CBF-Growth Portfolio
529 Plan
500Admin
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246-6484 600,853 15.84%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 301,772 7.95%
CLASS C
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 West 34th Street, Floor 3
New York, NY 10001-2402 2,684,391 16.62%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 1,188,381 7.36%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246-6484 4,221,003 26.13%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza Drive
Secaucus,II, 3rd Floor
Jersey City, NJ 07094-3619
Amount of Ownership 8,178,129
Percentage of Class 11.71%
Small/Mid Cap Value
Class A07311 899,637 5.57%
CLASS ADV
Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4122
Amount of Ownership 1,313,698
Percentage of Class 5.42%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 3,528,166
Percentage of Class 14.55%
Class B94104-4151 7,320,256 30.71%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 West 34th Street, Floor 3
New York, NY 10001-2402 1,624,966 6.82%
First Clearing, LLC
Special Custody Acct.Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glenn2801 Market Street
Saint Louis, MO 63103-2523 3,871,215 16.24%
MassMutual Financial Group Cust
FBO Massachusetts Mutual
Insurance Company
1295 State Street #C105
Springfield, MA 01111-0001 1,711,082 7.18%
Merrill Lynch
Mutual Fund Admin
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246-6484 2,641,786 11.08%
CLASS I
APS Foundation, Inc.
400 N 5th Street
Phoenix, AZ 85004-3902 164,623 6.68%
DCGT Trustee & OR Custodian
FBO Principal Financial Group
Qualified Prin Advtg Omnibus
Attn: NPIO Trade Desk
711 High Street
Des Moines, IA 50392-0001 352,674 14.32%
Sanford Bernstein & Co., LLC
One North Lexington Avenue
White Plains, NY 10601-1712 357,538 14.52%
Sanford Bernstein & Co., LLC
One North Lexington Avenue
White Plains, NY 10601-1712 621,380 25.23%
Wells Fargo Bank NA Custodian
FBO Penn State Milton S Hershey
Med Cn
C/O Fascore, LLC
8515 East Orchard Road 2T2
Greenwood Village, CO 80111-5002 414,804 16.84%
Wells Fargo Bank, NA FBO
Good Sam Hosp PP
P.O. Box 1533
Minneapolis, MN 55480-1533 195,154 7.92%
CLASS K
AIG Retirement Services Company
FBO Morristown-Hamblen Hospital
401K Plan
2929 Allen VA 23060-9245
Amount of Ownership 1,115,963
Percentage of Class 7.24%Parkway A6-20
Houston, TX 77019-2155 78,323 8.05%
E-41
Name and Address of Beneficial Owner
------------------------------------NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin.Admin
4800 Deer Lake Dr.Drive East, 2nd
Floor
Jacksonville, FL 32246-6484 Amount of Ownership 1,812,398
Percentage of Class 11.75%
Pershing LLC78,154 8.03%
Nationwide Trust Company FSB
C/O IPO Portfolio Accounting
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 3,170,932
Percentage of Class 20.56%
Class C
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th182029
Columbus, OH 43218-2029 321,313 33.02%
NFS LLC FEBO
State Street Floor 3
New York,Bank Trust Co.
TTEE Various Retirement Plans
4 Manhattanville Road
Purchase, NY 10001-2402
Amount of Ownership 582,404
Percentage of Class 5.30%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 1,190,033
Percentage of Class 10.82%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 2,387,082
Percentage of Class 21.71%
Class R
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 5,879
Percentage of Class 5.71%
Capital Bank &10577-2139 66,490 6.83%
Orchard Trust Co Joseph Jingoli & Son, Inc. 401(K) PlanLLC Trust/Cust
FBO Retirement Plans
8515 East Orchard Road #2T22T2
Greenwood Village, CO 80111-5002 Amount of Ownership 7,882
Percentage of Class 7.66%
MG63,954 6.57%
Wilmington Trust Trustee
Lawrence Semiconductor Research Lab
700 17th Street, Suite 300
Denver, CO 80202-3531
Amount of Ownership 7,970
Percentage of Class 7.74%
Name and Address of Beneficial Owner
------------------------------------
Capital Bank & Trust Company CustCo. Custodian
FBO
USA 401(K) Plan S/D IRALittleton Regional Hosp Tax
Shelter
C/O Planpremier/Fascorp
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002
Amount of Ownership 11,165
Percentage of Class 10.85%
Capital Bank & Trust FBO
United SO Bank Emp 401(K) PSP
C/O Fascorp
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002
Amount of Ownership 11,266
Percentage of Class 10.94%
Capital Bank & Trust Co
FBO Ear, Nose and Throat, Ltd. PSP Plan
C/O Planpremier/Fascorp
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002
Amount of Ownership 13,336
Percentage of Class 12.95%
Capital Bank & Trust Company FBO
Maine Rubber International
401(K) Retirement Savings Pl
C/O Planpremier/Fascorp
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002
Amount of Ownership 18,704
Percentage of Class 18.17%
Class K
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 595
Percentage of Class 99.02%
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 595
Percentage of Class 100%
Advisor Class
CollegeBound Fund
Age Based Portfolio 1999-2001
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 1,242,241
Percentage of Class 5.88%
E-42
Name and Address of Beneficial Owner
------------------------------------
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1999-2001
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 1,794,489
Percentage of Class 8.49%
CollegeBound Fund
CBF-Aggressive Growth Portfolio
529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 1,895,430
Percentage of Class 8.97%
CollegeBound Fund
CBF-AllianceBernstein Small Cap
Customized Allocation
529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 1,900,459
Percentage of Class 8.99%
CollegeBound Fund
CBF-Growth Portfolio
529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 4,912,975
Percentage of Class 23.24%
Value
Class A
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 1,119,876
Percentage of Class 6.64%
Pershing LLCMutual Funds
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 3,104,843
Percentage of Class 18.40%
Class B
Citigroup Global Markets
House8880
Wilmington, DE 19899-8880 58,330 5.99%
CLASS R
Hartford Life Insurance Company
Separate Account 401
Attn: Cindy Tempesta
333 W 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 774,343
Percentage of Class 5.84%
Name and Address of Beneficial Owner
------------------------------------
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glenn Allen, VA 23060-9245
Amount of Ownership 1,046,886
Percentage of Class 7.89%
Pershing LLCUIT Operations
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 1,965,224
Percentage of Class 14.82%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 2,962,682
Percentage of Class 22.34%
Class C
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 685,030
Percentage of Class 8.61%
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 698,300
Percentage of Class 8.78%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 2,238,311
Percentage of Class 28.14%
Class R
Reliance Trust Co Cust
FBO Shelor Motor Mile
P.O. Box 48529
Atlanta, GA 30362-1529
Amount of Ownership 17,673
Percentage of Class 30.07%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 38,829
Percentage of Class 66.06%
E-43
Name and Address of Beneficial Owner
------------------------------------
Class K
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 779
Percentage of Class 99.02%
Class I
Mercer Trust Co. TTEE FBO
Thomson 401K Savings Plan
1 Investors Way
Norwood, MA 02062-1599
Amount of Ownership 2,296,328
Percentage of Class 99.97%
Advisor Class
CollegeBound Fund
CBF-Balanced Portfolio
529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 2,511,546
Percentage of Class 5.03%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1999-2001
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 2,952,626
Percentage of Class 5.91%
CollegeBound Fund
AllianceBernstein Value Fund
Customized Allocation
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 3,352,473
Percentage of Class 6.71%
CollegeBound Fund
CBF-Growth Portfolio
529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 5,369,820
Percentage of Class 10.75%
Utility Income
Class A
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 275,019
Percentage of Class 6.05%
Name and Address of Beneficial Owner
------------------------------------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 574,028
Percentage of Class 12.64%
Class B
First Clearing LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 527,626
Percentage of Class 7.91%
Pershing LLC
PO Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 781,406
Percentage of Class 11.71%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 1,462,883
Percentage of Class 21.92%
Class C
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 158,021
Percentage of Class 6.16%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 202,275
Percentage of Class 7.89%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 966,877
Percentage of Class 37.70%
Class R
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 612
Percentage of Class 99.02%
E-44
Name and Address of Beneficial Owner
------------------------------------
Class K
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 612
Percentage of Class 99.02%
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 612
Percentage of Class 100.00%
Advisor Class
Pershing LLC
PO Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 24,287
Percentage of Class 16.72%
Merrill Lynch Pierce Fenner & SM
for the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 33,749
Percentage of Class 23.23%
Balanced Wealth
Class A
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 5,801,993
Percentage of Class 13.94%
Class B
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 1,328,425
Percentage of Class 5.94%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 1,517,183
Percentage of Class 6.79%
Name and Address of Beneficial Owner
------------------------------------
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 1,680,539
Percentage of Class 7.52%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 3,172,552
Percentage of Class 14.20%
Class C
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 1,457,152
Percentage of Class 9.05%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 5,114,978
Percentage of Class 31.76%
Class R
Reliance Trust Company Customer
FBO Johnson Barrow Inc. 401K
P.O. Box 48529
Atlanta, GA 30362-1529
Amount of Ownership 818
Percentage of Class 15.65%
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 910
Percentage of Class 17.42%
Reliance Trust Company Customer
FBO Shelor Motor Mile
P.O. Box 48529
Atlanta, GA 30362-1529
Amount of Ownership 3,264
Percentage of Class 62.48%
Class K
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 861
Percentage of Class 10.01%
E-45
Name and Address of Beneficial Owner
------------------------------------
MG Trust Co. Agent TTEE
Frontier Trust Co.
Thal-Mor Associates Retirement Pro.
P.O. Box 10699
Fargo, ND 58106-0699
Amount of Ownership 7,737
Percentage of Class 89.89%
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 861
Percentage of Class 99.02%
Advisor Class2999
Hartford, CT 06104-2999 695,099 20.32%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246-6484 Amount of Ownership 486,492
Percentage of Class 11.16%
Trust for Profit Sharing Plan
for Employees of Alliance
Capital Management L.P. Plan428,962 12.54%
ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND
CLASS A
Attn: Diana Marotta, Floor 31
1345 Avenue of Americas
New York, New York 10105
Amount of Ownership 793,186
Percentage of Class 18.19%
PIMS/Prudential Retirement
as Nominee for the TTEE/Customer Plan 007
Alliance Capital Management
300 International Parkway, Ste 270
Heathrow, FL 32746-5028
Amount of Ownership 2,417,601
Percentage of Class 55.46%
Growth
Class A
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 1,764,126
Percentage of Class 5.83%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 1,977,650
Percentage of Class 6.53%
Name and Address of Beneficial Owner
------------------------------------
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 2,504,526
Percentage of Class 8.28%
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 2,766,322
Percentage of Class 9.14%
Class B
Dean Witter Reynolds
ATTN: Mutual Fund Operations
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311
Amount of Ownership 1,310,582
Percentage of Class 5.69%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 1,481,139
Percentage of Class 6.44%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 1,639,886
Percentage of Class 7.13%
Merrill Lynch
Mutual Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 2,466,594
Percentage of Class 10.72%
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th St., Floor 3
New York, NY 10001-2402
Amount of Ownership 2,606,331
Percentage of Class 11.32%
E-46
Name and Address of Beneficial Owner
------------------------------------
Class C
Dean Witter Reynolds
Attn. Mutual Funds Opers
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311
Amount of Ownership 464,310
Percentage of Class 5.76%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 523,743
Percentage of Class 6.49%
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th2801 Market Street
Floor 3
New York, NY 10001-2402
Amount of Ownership 1,116,521
Percentage of Class 13.84%Saint Louis, MO 63103-2523 3,834,528 7.64%
Merrill Lynch Life Insurance
Company ML - IRA Annuity
4333 Edgewood Road NE
Cedar Rapids, IA 52499-0001 4,902,694 9.76%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 1,722,690
Percentage of Class 21.36%
Class R
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 304
Percentage of Class 33.31%
Community Bank, NA DT FBO
Seaview Technologies 401(K) PS Plan
6 Rhoads Dr., Suite 7
Utica, NY 13502-6317
Amount of Ownership 606
Percentage of Class 66.36%
Class K
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 304
Percentage of Class 100.00%
Name and Address of Beneficial Owner
------------------------------------
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 North Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 304
Percentage of Class 99.50%
Advisor Class
Merrill Lynch
Mutual Fund Admin
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246-6484 Amount of Ownership 53,991
Percentage of Class 5.49%
PIMS/Prudential Retirement
as Nominee for the TTEE/Customer Plan 007
Alliance Capital Management
300 International Parkway, Ste 270
Heathrow, FL 32746-5028
Amount of Ownership 377,173
Percentage of Class 38.34%
Trust for Profit Sharing Plan
for Employees of Alliance Capital
Management L.P., Plan R
Attn: Diana Marotta, Floor 31
1345 Avenue of Americas
New York, NY 10105
Amount of Ownership 467,349
Percentage of Class 47.51%
Tax-Managed Balanced Wealth
Class A5,578,025 11.11%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 Amount of Ownership 2,160,543
Percentage of Class 18.00%
Class2,953,850 5.88%
CLASS B
MLPF&S
For the Sole Benefit of its Customers
ATTN:Attn: Fund Admin.Admin
4800 Deer Lake Dr.,Drive East, 2nd Floor
Jacksonville, FL 32246-6484 Amount of Ownership 272,863
Percentage of Class 5.42%598,211 10.89%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 Amount308,526 5.62%
CLASS C
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 West 34th Street, 3rd Floor
New York, NY 10001-2402 869,107 8.00%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Ownership 655,239
PercentageCustomer
2801 Market Street
Saint Louis, MO 63103-2523 1,251,469 11.52%
MLPF&S
For the Sole Benefit of Class 13.02%its Customers
Attn: Fund Admin
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246-6484 3,022,767 27.83%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 599,588 5.52%
CLASS ADV
Citigroup Global Markets
333 West 34th Street, 3rd Floor
New York, NY 10001-2402 953,756 6.80%
CollegeBound Fund
CBF - Premier Growth
Customized Allocation 529 Plan
1345 Avenue of the Americas
New York, NY 10105-0302 1,823,260 13.00%
CLASS I
NFS LLC FEBO
State Street Bank Trust Co
TTEE Various Retirement Plans
4 Manhattanville Road
Purchase, NY 10577-2139 588,625 39.02%
Orchard Trust Company LLC TTEE
Cust
George Little Mgmt LLC 401(k) PSP
8515 East Orchard Road 2T2
Greenwood Village, CO 80111-5002 123,861 8.21%
E-47
Name and Address of Beneficial Owner
------------------------------------NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
Class
Orchard Trust Company LLC TTEE
Cust
J. D'Addario & Company
8515 East Orchard Road 2T2
Greenwood Village, CO 80111-5002 85,201 5.65%
PIMS/Prudential Retirement
as Nominee for the TTEE/CUST
AllianceBernstein L.P.
1345 Avenue of the Americas
11th Floor
New York, NY 10105-0302 386,382 25.61%
Wilmington Trust RISC TTEE FBO
MAXXAM Inc Pension Plan
P.O. Box 52129
Phoenix, AZ 85072-2129 86,193 5.71%
CLASS K
Kauff Mc Clain & Mc Guire
401K
950 3rd Ave Fl 15
New York, NY 10022-2729 171,637 8.74%
CLASS R
Emjayco FBO
Keppler Associates, Inc. 401K
8515 East Orchard Road #2T2
Greenwood Village, CO 80111-5002 13,448 7.70%
Jimmy R. Adkins FBO
Jackson Howell & Associates 401K
PSP & Trust
7240 Goodlett Farms Parkway
Suite 101
Cordova, TN 38106-4925 11,109 6.36%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246-6484 31,456 18.01%
Penfirn Co.
P.O. Box 3327
Omaha, NE 68103-0327 14,325 8.20%
ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND--
CALIFORNIA PORTFOLIO
CLASS A
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York NY, 10001-2402 4,782,757 8.57%
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 5,835,555 10.46%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------
MLPF&S
For The Sole Benefit Of Its
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 4,372,629 7.84%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 4,100,777 7.35%
CLASS B
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 59,396 10.66%
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 42,635 7.65%
MLPF&S
For The Sole Benefit Of Its
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 60,564 10.87%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 31,873 5.72%
CLASS C
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 1,234,413 11.25%
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 1,184,934 10.80%
MLPF&S
For The Sole Benefit Of Its
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 2,691,227 24.53%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 807,544 7.36%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
CLASS ADV
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 224,796 20.28%
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 396,161 35.75%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 233,982 21.11%
NFS LLC FEBO
Clinton Wayne London TTEE
Clinton Wayne London INT VIVO TR
U/A 1/30/91
6400 Sierra Hills Ct
Bakersfield, CA 93308-6507 119,601 10.79%
ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND--
ALLIANCEBERNSTEIN HIGH INCOME MUNICIPAL
PORTFOLIO
CLASS A
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 1,847,671 15.08%
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 979,745 8.00%
MLPF&S
For The Sole Benefit Of Its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 745,180 6.08%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 2,175,528 17.76%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,104,533 9.01%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
CLASS C
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 1,050,993 23.47%
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 548,018 12.24%
MLPF&S
For The Sole Benefit Of Its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 446,273 9.97%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 1,036,295 23.14%
CLASS ADV
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 527,871 9.39%
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 419,104 7.45%
LPL Financial
FBO Customer Accounts
Attn: Mutual Fund Operations
P.O. Box 509046
San Diego, CA 92150-9046 407,576 7.25%
MLPF&S
For The Sole Benefit Of Its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 2,366,378 42.08%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 830,789 14.77%
Sanford Bernstein & Co LLC
1 N Lexington Ave
White Plains, NY 10601-1712 462,707 8.23%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND--
NATIONAL PORTFOLIO
CLASS A
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 6,038,187 8.68%
MLPF&S
For The Sole Benefit Of Its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 4,810,326 6.91%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 4,478,647 6.44%
CLASS B
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 83,779 5.81%
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 174,351 12.09%
MLPF&S
For The Sole Benefit Of Its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 217,901 15.12%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 133,303 9.25%
CLASS C
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 1,508,954 10.25%
MLPF&S
For The Sole Benefit Of Its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 4,707,963 31.99%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 742,283 5.04%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,169,472 7.95%
CLASS ADV
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 543,635 8.99%
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 832,192 13.76%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 1,114,181 18.42%
ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND--NEW
YORK PORTFOLIO
CLASS A
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 2,916,675 5.79%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 9,457,615 18.76%
CLASS B
MLPF&S
For The Sole Benefit Of Its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 162,045 5.91%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 405,396 14.78%
CLASS C
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 434,940 5.25%
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 874,006 10.55%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
MLPF&S
For The Sole Benefit Of Its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 1,495,121 18.04%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,066,085 12.86%
CLASS ADV
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 877,733 78.21%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 112,021 9.98%
ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND II--
ARIZONA PORTFOLIO
CLASS A
Edward D Jones & Co
Attn: Mutual Fund Shareholder Acctg
201 Progress Pkwy
Maryland Heights, MO 63043-3009 721,253 5.05%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 796,877 5.58%
MLPF&S
For the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 841,078 5.89%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,140,362 7.98%
Wells Fargo Investments LLC
FBO Customer Accounts
Attn: Mutual Fund Operations
625 Marquette Ave S 13th Floor
Minneapolis, MN 55402-2323 890,855 6.24%
CLASS B
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 48,923 10.94%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
CLASS C
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 224,571
Percentage of Class 5.99%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 383,095
Percentage of Class 10.22%2801 Market St
Saint Louis, MO 63103-2523 370,899 11.06%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 947,500
Percentage of Class 25.27%
Advisor Class
Wells Fargo Investments LLC
608 2nd Avenue, S. Floor 8
Minneapolis, MN 55402-1927
Amount of Ownership 22,719
Percentage of Class 6.08%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr East 2nd FloorFlr
Jacksonville, FL 32246-6484 Amount of Ownership 27,427
Percentage of Class 7.34%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 36,885
Percentage of Class 9.87%
Richard C. Galiardo
48 Lenox Road
Summit, NJ 07901-3733
Amount of Ownership 40,599
Percentage of Class 10.86%
Wells Fargo Investments LLC
608 2nd Avenue S, Floor 8
Minneapolis, MN 55402-1927
Amount of Ownership 58,092
Percentage of Class 15.54%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 111,309
Percentage of Class 29.78%
Name and Address of Beneficial Owner
------------------------------------
Tax-Managed Wealth Appreciation
Class417,008 12.43%
ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND II--
MASSACHUSETTS PORTFOLIO
CLASS A
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 1,635,542
Percentage of Class 38.51%
Class B
MLPF&S
For the Sole Benefit of its Customers
Attn.Attn: Fund Admin.Admin
4800 Deer Lake Dr.Dr East 2nd FloorFlr
Jacksonville, FL 32246-6484 Amount of Ownership 103,891
Percentage of Class 6.18%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 307,489
Percentage of Class 18.28%
Class C
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 113,285
Percentage of Class 5.62%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 308,732
Percentage of Class 15.31%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 612,862
Percentage of Class 30.39%
Advisor Class
Bonnie E. Orlowski & Frank P.
Orlowski JTWROS
1623 Third Avenue #28F
New York, NY 10128-3642
Amount of Ownership 17,693
Percentage of Class1,129,775 6.83%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 Amount of Ownership 42,312
Percentage of Class 16.34%
E-48
Name and Address of Beneficial Owner
------------------------------------
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 123,001
Percentage of Class 47.49%
Tax-Managed Wealth Preservation
Class A
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 317,186
Percentage of Class 5.12%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 1,023,222
Percentage of Class 16.53%
Class1,399,619 8.46%
CLASS B
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 304,408
Percentage of Class 8.02%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 398,576
Percentage of Class 10.50%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 495,040
Percentage of Class 13.04%
Class C
Pershing LLC
P.O. Box 2052
Jersey City, NY 07303-2052
Amount of Ownership 194,031
Percentage of Class 8.56%
Name and Address of Beneficial Owner
------------------------------------
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 596,700
Percentage of Class 26.34%
Advisor Class
Raymond James & Associates Inc.
FBO Mann Leona
880 Carillon Parkway
St. Petersburg, FL 33716-1100
Amount of Ownership 36,456
Percentage of Class 9.32%
Raymond James & Associates Inc.
FBO Manning Trust
880 Carillon Parkway
St. Petersburg, FL 33716-1100
Amount of Ownership 45,487
Percentage of Class 11.63%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 113,430
Percentage of Class 29.00%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 149,265
Percentage of Class 38.16%
Wealth Appreciation
Class A
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 2,902,640
Percentage of Class 14.65%
Class B
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glenn Allen, VA 23060-9245
Amount of Ownership 736,926
Percentage of Class 6.10%
E-49
Name and Address of Beneficial Owner
------------------------------------
MLPF&S
For the Sole Benefit of its
Customers
Attn: Fund Admin.Admin
4800 Deer Lake Dr.Dr East 2nd FloorFlr
Jacksonville, FL 32246-6484 Amount of Ownership 789,005
Percentage of Class 6.54%28,845 5.99%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 31,220 6.49%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 52,588 10.93%
CLASS C
Merrill Lynch
Mutual Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 359,093 6.34%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 417,931 7.38%
ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND II--
MICHIGAN PORTFOLIO
CLASS A
Citigroup Global Markets House
Account
Attn: Cindy Tempesta
333 W 34th Street, FloorSt Fl 3
New York, NY 10001-2402 Amount of Ownership 845,306
Percentage of Class 7.00%616,329 9.11%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 Amount480,752 7.10%
CLASS B
MLPF&S
For the Sole Benefit of Ownership 1,723,200
Percentage of Class 14.28%
Class Cits
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 58,689 18.10%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 Amount of Ownership 1,006,513
Percentage of Class 11.62%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 2,499,192
Percentage of Class 28.85%
Class R
MG Trust Trustee
Technology Architects, Inc.
700 17th Street, Suite 300
Denver, CO 80202-3531
Amount of Ownership 474
Percentage of Class 5.29%
Reliance Trust Co Cust
FBO Shelor Motor Mile
P.O. Box 48529
Atlanta, GA 30362-1529
Amount of Ownership 500
Percentage of Class 5.58%
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 886
Percentage of Class 9.90%
Name and Address of Beneficial Owner
------------------------------------
MG Trust Trustee
Lawrence Semiconductor Research Lab
700 17th Street, Ste 300
Denver, CO 80202-3531
Amount of Ownership 1,277
Percentage of Class 14.27%
Reliance Trust Company Cust
FBO Johnson Barrow Inc 401K
P.O. Box 48529
Atlanta, GA 30362-1529
Amount of Ownership 1,374
Percentage of Class 15.36%
MG Trust Trustee
Emclay Enterprises Inc.
700 17th Street, Ste 300
Denver, CO 80202-3531
Amount of Ownership 1,774
Percentage of Class 19.82%
MG Trust Trustee
Eastern Shipping Worldwide, Inc.
700 17th Street, Suite 300
Denver, CO 80202-3531
Amount of Ownership 2,590
Percentage of Class 28.94%
Class K
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 820
Percentage of Class 99.02%
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 820
Percentage of Class 100%
Advisor Class
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 425,733
Percentage of Class 5.14%
Trust for Profit Sharing Plan
for Employees of Alliance
Capital Management L.P. Plan A
Attn: Diana Marotta, Floor 31
New York, New York 10105
Amount of Ownership 1,805,485
Percentage of Class 21.80%
E-50
Name and Address of Beneficial Owner
------------------------------------
PIMS/Prudential Retirement
as Nominee for the TTEE/Customer Plan 007
Alliance Capital Management
300 International Parkway, Ste 270
Heathrow, FL 32746-5028
Amount of Ownership 5,350,735
Percentage of Class 64.61%
Wealth Preservation
Class A
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 2,614,301
Percentage of Class 18.18%
Class B
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 461,109
Percentage of Class 6.07%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 506,718
Percentage of Class 6.67%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 977,056
Percentage of Class 12.86%
Class36,851 11.37%
CLASS C
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat2801 Market St
Saint Louis, MO 63103-2523 235,949 7.23%
MLPF&S
For the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 459,296 14.07%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 344,595 10.56%
ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND II--
MINNESOTA PORTFOLIO
CLASS A
NFS LLC FEBO
Bremer Trust
P.O. Box 986
Saint Cloud, MN 56302-0986 1,028,011 9.99%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,352,018 13.13%
Wells Fargo Investments LLC
FBO Customer Accounts
Attn: Mutual Fund Operations
625 Marquette Ave S 13th Floor
Minneapolis, MN 55402-2323 576,100 5.60%
CLASS B
Ameritrade Inc FBO
P.O. Box 2226
Omaha, NE 68103-2226 5,162 6.95%
Cory J Bethell &
Tracy Nahan Bethell TTEES
Bethell Living Trust
U/A DTD 04/20/2009
2668 Waterford Ct
Saint Cloud, MN 56301-1716 6,380 8.59%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
---------------------------------------------------
Kevin John Strangler &
Sheila Catherine Strangler JTWROS
8212 Archer LN N
Osseo, MN 55311-1852 4,798 6.46%
MLPF&S
For the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 7,133 9.61%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 3,718 5.01%
CLASS C
First Dr.
Glen Allen, VA 23060-9245
AmountClearing, LLC
Special Custody Acct for the
Exclusive Benefit of Ownership 387,971
PercentageCustomer
2801 Market St
Saint Louis, MO 63103-2523 105,231 5.28%
MLPF&S
For the Sole Benefit of Class 5.53%
Dean Witter Reynolds
Attn. Mutual Funds Opers
2its
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 223,495 11.21%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 364,587 18.29%
ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND II--
NEW JERSEY PORTFOLIO
CLASS A
Citigroup Global Markets House
Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 774,616 5.87%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 1,180,732 8.94%
MLPF&S
For the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 733,062 5.55%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 712,163 5.39%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
CLASS B
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 90,492 17.70%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 68,541 13.41%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 40,394 7.90%
CLASS C
Citigroup Global Markets House
Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 195,380 5.01%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 743,365 19.06%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 1,000,586 25.66%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza 2ndII 3rd Floor
Jersey City, NJ 07311 Amount212,327 5.44%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 211,204 5.42%
ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND II--
OHIO PORTFOLIO
CLASS A
Citigroup Global Markets House
Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 850,697 7.24%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Ownership 430,370
Percentage of Class 6.14%Customer
2801 Market St
Saint Louis, MO 63103-2523 1,271,103 10.82%
Name and AddressNO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
MLPF&S
For the Sole Benefit of Beneficial Owner
------------------------------------its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 1,010,592 8.60%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,245,696 10.60%
CLASS B
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 26,453 5.14%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 97,704 18.99%
CLASS C
Citigroup Global Markets House
Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 327,828 7.68%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 539,687 12.64%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 934,673 21.89%
ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND II--
PENNSYLVANIA PORTFOLIO
CLASS A
Citigroup Global Markets House
Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 627,208 6.26%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 1,141,210 11.38%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 603,417 6.02%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 Amount620,369 6.19%
CLASS B
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Ownership 890,562
Percentage of Class 12.70%Customer
2801 Market St
Saint Louis, MO 63103-2523 44,155 9.35%
MLPF&S
For the Sole Benefit of its Customers
Attn.Attn: Fund Admin.Admin
4800 Deer Lake Dr.Dr East 2nd FloorFlr
Jacksonville, FL 32246-6484 Amount49,069 10.39%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 59,105 12.52%
CLASS C
Citigroup Global Markets House
Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 213,427 7.89%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Ownership 1,274,811
PercentageCustomer
2801 Market St
Saint Louis, MO 63103-2523 632,628 23.40%
MLPF&S
For the Sole Benefit of Class 18.18%
Classits Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 719,767 26.62%
ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND II--
VIRGINIA PORTFOLIO
CLASS A
Citigroup Global Markets House
Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 1,569,996 8.57%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 2,833,947 15.47%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 1,940,427 10.59%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,488,658 8.13%
CLASS B
Citigroup Global Markets House
Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 31,388 6.81%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 118,783 25.78%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 35,878 7.79%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 45,007 9.77%
CLASS C
Citigroup Global Markets House
Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 322,638 6.06%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 1,297,068 24.35%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 1,196,498 22.46%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 273,840 5.14%
ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND
CLASS B
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 135,334 5.17%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 209,985 8.02%
CLASS C
Citigroup Global Markets House
Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 198,077 6.88%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 169,730 5.89%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6486 476,453 16.54%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 181,949 6.32%
CLASS ADV
Collegebound Fund
CBF-Small/Mid-Cap Growth
Customized Portfolio 529 Plan
1345 Avenue of the Americas
New York, NY 10105-0302 4,759,325 68.53%
PIMS/Prudential Retirement
As Nominee for the TTEE/Cust Pl
AllianceBernstein L.P.
1345 Avenue of the Americas
11th Floor
New York, NY 10105-0302 706,963 10.18%
CLASS R
American United Life Cust FBO
American United Trust
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 81,855 16.19%
BPPR As Trustee FBO
Tome & Ubinas Radio Oncology
Center Retirement Plan
Popular Street Building
153 Ponce de Leon Avenue, 8th Floor
San Juan, PR 00917 26,644 5.27%
GPC Agent for Reliance Trust Co FBO
Tri-State Trailer Sales Inc 401K
P.O. Box 79377
Atlanta, GA 30357-7377 36,794 7.28%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
---------------------------------------------------
GPC Securities Inc Agent for
Reliance Trust Company FBO
Dan's Farm Supply PSP
P.O. Box 79377
Atlanta, GA 30357-7377 40,342 7.98%
Hartford Life Insurance Company
Separate Account 401
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 133,369 26.38%
MG Trust Trustee
Mosebach Funt Dayton & DuckworthCompany Cust FBO
Normandy Real Estate
Management LL
700 17th Street, SteSt Suite 300
Denver, CO 80202-3531 Amount of Ownership 6,994
Percentage of Class 8.31%
Reliance26,478 5.24%
CLASS K
Nationwide Trust Company FBO Knoxville Eye Surgery C 401KFSB
C/O IPO Portfolio Accounting
P.O. Box 48529
Atlanta, GA 30362-1529
Amount of Ownership 76,055
Percentage of Class 90.34%
Class K
Alliance Capital Management LP
ATTN: Raymond Cardosi182029
Columbus, OH 43218-2029 234,799 32.90%
Orchard Trust Co LLC TTEE
FBO IAI North America 401(K) Plan
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 44,118 6.18%
Orchard Trust Co LLC TTEE
FBO Mahoney Ulbrich Christiansen &
Russ PA PSP & Trust
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 42,768 5.99%
Orchard Trust Company LLC TTEE
Cust
Muncie Surgical Associates Inc PSP
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 55,101 7.72%
Orchard Trust Company LLC TTEE
Cust
Palm Beach Heart Assoc PA PSP
8515 E Orchard Road 2T2
Greenwood Village, CO 80111-5002 60,098 8.42%
Orchard Trust Company LLC TTEE
Cust
Star CNC Machine Tool Corp 401K Pl
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111 41,849 5.68%
CLASS I
Orchard Trust Company LLC TTEE
Cust
Webcor Builders 401K PSP
P.O. Box 85484
San Diego, CA 92186-5484 165,486 14.78%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
---------------------------------------------------
Sanford Bernstein & Co. LLC
1 N.N Lexington Ave.Ave
White Plains, NY 10601-1712 Amount of Ownership 911
Percentage of Class 12.11%
MG Trust763,172 68.17%
Sanford Bernstein & Co. Agent TTEE
Frontier Trust Co.
Thal-Mor Associates Retirement Pro.
P.O. Box 10699
Fargo, ND 58106-0699
Amount of Ownership 6,599
Percentage of Class 87.77%
Class I
Alliance Capital Management LP
ATTN: Raymond CardosiLLC
1 N.N Lexington Ave.Ave
White Plains, NY 10601-1712 Amount189,635 16.94%
ALLIANCEBERNSTEIN TRUST--VALUE FUND
CLASS A
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Ownership 911
PercentageCustomer
2801 Market St
Saint Louis, MO 63103-2523 589,941 6.08%
MLPF&S for the Sole Benefit of Class 100%its
Customers
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 864,594 8.92%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 722,859 7.45%
CLASS B
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 106,848 7.33%
MLPF&S for the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 148,353 10.18%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 169,451 11.62%
CLASS C
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 261,236 8.87%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 177,197 6.02%
MLPF&S for the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 813,814 27.64%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 232,466 7.89%
E-51
Name and Address of Beneficial Owner
------------------------------------NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-----------------------------------------------------
Advisor Class
CLASS ADV
Collegebound Fund
AllianceBernstein Value Fund
Customized Allocation
1345 Avenue Of The Americas
New York, NY 10105-0302 3,893,487 10.14%
CLASS R
American United Life Cust
FBO AUL American Group Retirement
Annuity
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 55,879 13.82%
Hartford Life Insurance Company
Separate Account 401
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 71,912 17.79%
ING
Enhanced K-Choice
Trustee: Reliance Trust Company
400 Atrium Drive
Somerset, NJ 08873-4162 27,779 6.87%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd FloorFlr
Jacksonville, FL 32246-6484 Amount58,568 14.49%
MG Trust Company Cust. FBO
American Society of Ownership 105,435
PercentageConsultant Phar
700 17th Street
Suite 300
Denver, CO 80202-3531 23,604 5.84%
MG Trust Company Cust FBO
Specialized Construction Inc
700 17th Street Suite 300
Denver, CO 80202-3531 22,175 5.49%
CLASS K
Orchard Trust Company LLC TTEE Cust
Advertising Council Inc
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 36,825 5.77%
Orchard Trust Company LLC TTEE Cust
Chastang Enterprises Inc 401K PL
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 33,794 5.30%
Orchard Trust Company LLC TTEE Cust
Crystal Steel 401K Plan
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 32,154 5.04%
Orchard Trust Company LLC TTEE Cust
Informa Fin Infor Inc Def Comp Pl
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 36,909 5.78%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-----------------------------------------------------
Orchard Trust Company LLC TTEE Cust
Minnesota Surgical Associates PA
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 66,302 10.39%
Orchard Trust Company LLC TTEE Cust
Muncie Surgical Associates Inc PSP
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 156,045 24.45%
CLASS I
MLPF&S for the Sole Benefit of Class 6.15%
Trustits
Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 2,244,575 88.67%
T Rowe Price Retirement Plan
Services Retirement Plan Clients
4515 Painters Mill Rd
Owings Mills, MD 21117-4903 247,434 9.78%
ALLIANCEBERNSTEIN TRUST--SMALL/MID CAP VALUE
FUND
CLASS A
MLPF&S for Profit Sharingthe Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 1,829,347 5.23%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 2,299,226 6.58%
CLASS B
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 238,272 6.75%
MLPF&S for the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 374,198 10.60%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 388,139 11.00%
CLASS C
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 696,266 7.49%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
----------------------------------------------------
MLPF&S for the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 1,773,661 19.07%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 565,902 6.09%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 702,178 7.55%
CLASS ADV
Charles Schwab & Co. for the
Exclusive Benefit of Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4151 1,521,990 9.22%
Collegebound Fund
CBF-Alliance Bernstein Small Cap
Customized Allocation 529 Plan for
Employees of Alliance
Capital Management L.P. Plan A
ATTN: Diana Marotta, Floor 31
1345 Avenue of the Americas
New York, NY 10105
Amount10105-0302 2,261,882 13.70%
MAC & Co
Attn: Mutual Fund OPS
P.O. Box 3198
Pittsburgh, PA 15230-3198 1,311,176 7.94%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 1,968,934 11.93%
NFS LLC FEBO
US Bank National Association
Omnibus--Reinvest/Reinvest
1555 N Rivercenter Dr Ste 302
Milwaukee, WI 53212-3958 1,951,139 11.82%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,103,934 6.69%
CLASS R
Hartford Life Insurance Company
Separate Account 401
Attn: UIT operations
P.O. Box 2999
Hartford, CT 06104-2999 955,366 18.83%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 478,893 9.44%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
----------------------------------------------------
Minnesota Life Separate Account
(An Insurance Co Exempt GR
Annuity)
400 Robert Street North
Saint Paul, MN 55101-2037 357,604 7.05%
CLASS K
AIG Retirement Services Company
FBO AIGFSB Cust TTEE FBO
Kelsey-Seybold Health System
2929 Allen Parkway A6-20
Houston, TX 77019-2155 155,099 6.35%
Nationwide Trust Company FSB
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 580,498 23.76%
Nationwide Life Insurance Company
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 328,103 13.43%
CLASS I
ING National Trust
As Trustee or Custodian for
Core Market Retirement Plans
1 Heritage Drive
North Quincy, MA 02171-2105 2,594,018 23.11%
JP Morgan Chase Bank as TTEE FBO
Hospira 401(K) Retirement Savings
Plan
C/O JP Morgan RPS Mgmt Rptg Team
9300 Ward Parkway
Kansas City, MO 64114-3317 1,393,555 12.42%
MAC & Co
FBO Mercer
Attn: Mutual Fund Operations
P.O. Box 3198
525 William Penn Place
Pittsburgh, PA 15230-3198 2,509,184 22.36%
MLPF&S for the Sole Benefit of Ownership 349,488
Percentageits
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 2,066,460 18.41%
ALLIANCEBERNSTEIN TRUST--INTERNATIONAL VALUE
FUND
CLASS A
MLPF&S for the Sole Benefit of Class 20.40%its
Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 6,877,430 7.29%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
Morgan Stanley Smith Barney
Harborside Financial Center Plaza II
3rd Floor
Jersey City, NJ 07311 11,762,992 12.47%
CLASS B
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 512,676 10.14%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 576,437 11.40%
MLPF&S for the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 678,503 13.42%
Morgan Stanley Smith Barney
Harborside Financial Center Plaza II
3rd Floor
Jersey City, NJ 07311 344,400 6.81%
Pershing LLC
P.O. Box 2052
Jersey City NJ 07303-2052 375,397 7.42%
CLASS C
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 3,363,691 15.64%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 1,365,061 6.35%
MLPF&S for the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 6,113,217 28.42%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 1,782,019 8.28%
CLASS ADV
Citigroup Global Markets
333 West 34th St FL 3
New York, NY 10001-2402 20,006,495 22.89%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
---------------------------------------------------
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 17,406,171 19.91%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 4,847,655 5.55%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 10,087,669 11.54%
CLASS R
Hartford Life Insurance Company
Separate Account 401
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 1,542,968 23.76%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 1,123,814 17.31%
CLASS K
Nationwide Life Insurance
Company
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 709,973 6.10%
Nationwide Trust Company FSB
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 3,915,950 33.62%
PRIAC Cust
FBO Various Retirement Plans
Invest Prod & Adv Serv H09
280 Trumbull St
One Commercial Plaza
Hardford, CT 06103-3509 3,144,858 27.00%
State Of Florida Employees
Deferred Comp Plan
FBO Participating Employees
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 1,485,912 12.76%
CLASS I
FIIOC as Agent For Certain
Employee Benefit Plans
100 Magellan Way KWIC
Covington, KY 41015-1987 1,818,397 6.03%
MAC & Co
Attn: Mutual Fund OPS
P.O. Box 3198
Pittsburgh, PA 15230-3198 1,554,059 5.15%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
----------------------------------------------------
NFS LLC FEBO
Northern Trust Co
P.O. Box 92956
Chicago, IL 60675-0001 3,149,291 10.45%
Sanford Bernstein & Co. LLC
1 N Lexington Avenue
White Plains, NY 10601-1712 1,616,525 5.36%
Sanford Bernstein & Co. LLC
One North Lexington Avenue
White Plains, NY 10601-1712 1,864,857 6.19%
Sanford Bernstein & Co. LLC
1 N Lexington Ave
White Plains, NY 10601-1712 3,805,521 12.62%
Vanguard Fiduciary Trust Company
FBO AIG Plan
P.O. Box 2600
Valley Forge, PA 19482-2600 3,280,141 10.88%
ALLIANCEBERNSTEIN TRUST--GLOBAL VALUE FUND
CLASS B
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 46,509 9.97%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 31,784 6.81%
MLPF&S for the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 70,057 15.02%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 33,748 7.23%
CLASS C
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 88,858 11.14%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 102,747 12.88%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
----------------------------------------------------
MLPF&S for the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 124,896 15.66%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 63,022 7.90%
CLASS ADV
NFS LLC FEBO
City National Bank
FBO Irell & Manella Pooled ACC
225 Broadway Fl 5
San Diego, CA 92101-5005 617,155 8.15%
Orchard Trust Co LLC TTEE
FBO Fragomen Del Ray Bernsen &
Loewy LLP
8515 E Orchard Rd 2T2
Greenwood Village,
CO 80111-5002 547,321 7.23%
PIMS/Prudential Retirement
As Nominee for the TTEE/CUST PL
007
AllianceBernstein L.P.
1345 Avenue of the Americas
11th Floor
New York, NY 10105-0302 2,681,809 35.40%
CLASS R
American United Life Cust
FBO AUL American Group
Retirement Annuity
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 42,463 17.72%
American United Life Cust FBO
American United Trust
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 41,100 17.16%
GPC Securities Inc agent for
Reliance Trust Company FBO
Cape Systems Group, Inc Ret. Plan
P.O. Box 79377
Atlanta, GA 30357-7377 13,081 5.46%
Hartford Life Insurance Company
Separate Account 401
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 41,730 17.42%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
----------------------------------------------------
ING
Enhanced K-Choice
Trustee: Reliance Trust Company
400 Atrium Drive
Somerset, NJ 08873-4162 50,913 21.25%
CLASS K
Nationwide Trust Company FSB
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 11,198 6.42%
Orchard Trust Company LLC TTEE Cust
Cohen Pontai Lieberman & Pavane
8515 E Orchard Road 2T2
Greenwood Village, CO 80111-5002 35,639 20.44%
Orchard Trust Co LLC TTEE
FBO Aronson Security Group Inc
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 17,831 10.23%
Orchard Trust Co LLC TTEE
FBO Keane And Beane PC 401 K
C/O Fascore LLC
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 16,339 9.37%
Orchard Trust Co LLC TTEE
FBO New England Dermatology PC
401(K) Plan And Trust
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 23,235 13.33%
Orchard Trust Co LLC TTEE
FBO Sperber Denenberg & Kahan
PC Profit Sharing Plan
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 23,659 13.57%
Orchard Trust Company LLC TTEE
Cust
FBO TS-Arion Systems Inc PSP
8515 E Orchard Road 2T2
Greenwood Village, CO 80111-5002 10,199 5.85%
CLASS I
Orchard Trust Company LLC TTEE Cust
George Little Mgmt LLC 401K PSP
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 139,116 5.47%
Orchard Trust Company LLC TTEE Cust
Worldwide Dreams Deferred Comp PL
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111 159,850 6.29%
Sanford Bernstein & Co. LLC
1 N Lexington Ave
White Plains, NY 10601-1712 911,810 35.86%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
Sanford Bernstein & Co. LLC
1 N Lexington Ave
White Plains, NY 10601-1712 1,315,013 51.72%
THE ALLIANCEBERNSTEIN PORTFOLIOS--
ALLIANCEBERNSTEIN GROWTH FUND
CLASS A
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 1,221,599 7.80%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 1,214,999 7.75%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 1,253,894 8.00%
CLASS C
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 302,674 10.20%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 263,993 8.90%
MLPF&S
For the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr. East 2nd Flr
Jacksonville, FL 32246-6484 622,558 20.99%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 179,657 6.06%
CLASS ADV
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 17,972 6.21%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 50,419 17.42%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
Merrill Lynch
Mutual Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 25,954 8.97%
PIMS/Prudential Retirement
as Nominee for the TTEE/CUST
AllianceBernstein L.P.
1345 Avenue of the Americas
11th Floor
New York, NY 10105-0302 141,102 48.74%
CLASS I
AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N Lexington Ave
White Plains, NY 10601-1712 304 99.49%
CLASS K
Bucks County Gastroenterology
Associates P C 401(k) Sharing Plan
1080 Drew Dr
Yardley, PA 19067-4058 15,459 35.46%
Frontier Trust Co FBO
First National Bank & Trust Co Of V
P.O. Box 10758
Fargo, ND 58106-0758 4,383 10.05%
Joseph R Burlin 401(k) Profit Sharing
Plan
1805 North Carolina St Ste 405
Stockton, CA 95204 2,937 6.74%
Orchard Trust Co LLC TTEE
FBO the Office Furniture Warehouse
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 3,434 7.88%
Orchard Trust Company LLC TTEE Cust
Palm Beach Heart Assoc PA PSP
8515 E Orchard Road 2T2
Greenwood Village, CO 80111-5002 9,724 22.31%
CLASS R
Hartford Life Insurance Company
Separate Account 401
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 35,177 98.20%
THE ALLIANCEBERNSTEIN PORTFOLIOS--
ALLIANCEBERNSTEIN CONSERVATIVE WEALTH
STRATEGY
CLASS A
Edward D Jones & Co
Attn: Mutual Fund Shareholder Acctg
201 Progress Pkwy
Maryland Heights, MO 63043-3009 4,196,931 12.68%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 2,039,930 6.17%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
CLASS B
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,221,282 10.59%
CLASS C
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 1,716,482 10.50%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,433,346 8.77%
CLASS ADV
LPL Financial
FBO Customer Accounts
Attn: Mutual Fund Operations
P.O. Box 509046
San Diego, CA 92150-9046 152,944 6.75%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 149,341 6.59%
PIMS/Prudential Retirement
As Nominee for the TTEE/CUST
AllianceBernstein L.P.
1345 Avenue of the Americas
11th Floor
New York, NY 10105-0302 1,025,505 45.27%
CLASS I
NFS LLC FEBO
T Cooper/D Gilbert TTEEs
Plumbers & Steamfitters Loc 52
Defined Contribution Pens Plan
P.O. Box 211105
Montgomery, AL 36121-11105 21,554 7.23%
Orchard Trust Company LLC TTEE Cust
Group Pension Plan for Employees
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 20,828 6.99%
Orchard Trust Company LLC TTEE Cust
J. D'Addario & Company
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 146,469 49.15%
Orchard Trust Company LLC TTEE Cust
Webcor Builders 401K PSP
P.O. Box 85484
San Diego, CA 92186-5484 42,579 14.29%
Orchard Trust Company LLC TTEE Cust
Worldwide Dreams Deferred Comp Pl
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 64,828 21.76%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-----------------------------------------------------
CLASS K
MG Trust Company Cust FBO
Hamilton Cardiology Associates PA
700 17th Street Ste 300
Denver, CO 80202-3531 27,608 5.40%
Orchard Trust Co LLC TTEE
Aaronson Dickerson Cohn & Lanzonie
APC 401K PSP
8515 Orchard Rd 2T2
Greenwood Village, CO 80111-5002 76,447 14.95%
Orchard Trust Company LLC TTEE Cust
FBO Perry Hay & Chu PSP
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 106,356 20.80%
Orchard Trust Co LLC TTEE
FBO The Spektors DDS
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 107,006 20.92%
Sanford Bernstein & Co. LLC
One North Lexington Avenue
White Plains, NY 10601-1712 44,646 8.73%
CLASS R
GPC as Agent for
Reliance Trust Company FBO
Therapeutic Radiation Oncology 401K
P.O. Box 79377
Atlanta, GA 30357-7377 100,739 7.31%
MG Trust Co
FBO Oak Harbor Freight Lines Inc
700 17th St Ste 300
Denver, CO 80202-3531 110,702 8.04%
MG Trust Company Cust. FBO
Oak Harbor Freight Lines, Inc.
700 17th St Ste 300
Denver, CO 80202-3531 389,663 28.29%
State Street Bank & Trust
FBO ADP/MSDW Alliance
CapitalAttn: Ralph Campbell
105 Rosemont Rd
Westwood, MA 02090-2318 120,543 8.75%
THE ALLIANCEBERNSTEIN PORTFOLIOS--
ALLIANCEBERNSTEIN TAX-MANAGED CONSERVATIVE
WEALTH STRATEGY
CLASS A
Edward D Jones & Co
Attn: Mutual Fund Shareholder Acctg
201 Progress Pkwy
Maryland Heights, MO 63043-3009 1,089,372 17.24%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 385,369 6.10%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
CLASS B
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 64,397 5.79%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 89,549 8.06%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 112,228 10.10%
CLASS C
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 323,359 12.69%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 241,649 9.48%
CLASS ADV
LPL Financial
FBO Customer Accounts
Attn: Mutual Fund Operations
P.O. Box 509046
San Diego, CA 92150-9046 93,578 18.88%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 31,273 6.31%
NFS LLC FEBO
Elizabeth Smith
300 Old County Rd
Severna Park, MD 21146-4617 24,799 5.00%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 24,885 5.02%
Primevest Financial Services FBO
John Webb
400 First Street So Suite 300
P.O. Box 283
Saint Cloud, MN 56302-0283 88,832 17.92%
Primevest Financial Services (FBO)
Lavonne S Webb
400 First Street So Suite 300
P.O. Box 283
Saint Cloud, MN 56302-0283 75,793 15.29%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------
Raymond James & Assoc Inc
FBO Thomas C Manning &
Virginia C Manning TTEE
Thomas & Virginia C Manning Tr
4240 185th Pl SE
Issaquah, WA 98027-9762 53,436 10.78%
THE ALLIANCEBERNSTEIN PORTFOLIOS--
ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY
CLASS A
Edward D Jones & Co
Attn: Mutual Fund Shareholder
Acctg
201 Progress Pkwy
Maryland Heights, MO 63043-
3009 13,322,836 13.63%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 7,046,038 7.21%
CLASS B
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St FL 3
New York, NY 10001-2402 2,467,732 7.19%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 2,259,908 6.59%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 3,490,929 10.17%
CLASS C
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 2,780,866 6.69%
MLPF&S
For the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 6,895,249 16.60%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 3,172,308 7.64%
CLASS ADV
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 1,717,852 21.82%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-----------------------------------------------------
LPL Financial
FBO Customer Accounts
Attn: Mutual Fund Operations
P.O. Box 509046
San Diego, CA 92150-9046 925,224 11.75%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 438,165 5.57%
PIMS/Prudential Retirement
As Nominee for the TTEE/Cust
AllianceBernstein L.P.
1345 Avenue of the Americas
11th Floor
New York, NY 10105-0302 1,991,600 25.30%
CLASS I
Orchard Trust Company LLC TTEE Cust
Group Pension Plan for Employees
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 430,348 21.29%
Orchard Trust Company LLC TTEE Cust
J. D'Addario & Company
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 343,546 17.00%
Orchard Trust Company LLC
TTEE Cust
Webcor Builders 401K PSP
P.O. Box 85484
San Diego, CA 92186-5484 1,115,823 55.21%
CLASS K
Orchard Trust Company LLC TTEE Cust
Cohen Pontai Lieberman & Pavane
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 143,323 6.09%
Orchard Trust Co LLC TTEE
FBO Levin Ginsburg 401K PSP
8515 E Orchard Rd 2T2
Greenwood Village, CO
80111-5002 208,361 8.86%
Orchard Trust Company LLC TTEE Cust
Savings Plan for the Employees of
New York Inc
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 156,782 6.66%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
----------------------------------------------------
Orchard Trust Co LLC TTEE
FBO Social Studies School Service
401(K)
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 513,876 21.84%
Orchard Trust Co LLC TTEE
FBO Taylor Day Currie
Boyd & Johnson, PA PSP
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 203,667 8.66%
CLASS R
GPC As Agent For Reliance Trust
Company FBO
Environmental Control, Inc. 401(K)
P.O. Box 79377
Atlanta, GA 30357-7377 249,448 10.41%
MG Trust Company Cust. FBO
Oak Harbor Freight Lines, Inc.
700 17th St Ste 300
Denver, CO 80202-3531 295,888 12.34%
MG Trust Co Cust FBO
Van Zyverden Inc
700 17th St Ste 300
Denver, CO 80202-3531 151,710 6.33%
Reliance Trust Co
FBO
Healthcare Management A 401k
P.O. Box 48529
Atlanta, GA 30357-7377 124,353 5.19%
State Street Bank & Trust
FBO ADP/MSDW Alliance
Attn: Ralph Campbell
105 Rosemont Rd
Westwood, MA 02090-2318 191,411 7.99%
THE ALLIANCEBERNSTEIN PORTFOLIOS--
ALLIANCEBERNSTEIN TAX-MANAGED BALANCED
WEALTH STRATEGY
CLASS A
Edward D Jones & Co
Attn: Mutual Fund Shareholder
Acctg
201 Progress Pkwy
Maryland Heights, MO 63043-3009 1,924,644 15.09%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 881,225 6.91%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
CLASS B
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St, FI 3
New York, NY 10001-2402 125,747 5.60%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 154,485 6.88%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 258,434 11.51%
CLASS C
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 247,464 5.26%
MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 665,510 14.14%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 573,961 12.19%
CLASS ADV
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 99,438 8.80%
LPL Financial
FBO Customer Accounts
Attn: Mutual Fund Operations
P.O. Box 509046
San Diego, CA 92150-9046 126,647 11.21%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 76,052 6.73%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 91,606 8.11%
Sanford Bernstein & Co. LLC
One North Lexington Avenue
White Plains, NY 10601-1712 214,696 19.00%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------
THE ALLIANCEBERNSTEIN PORTFOLIOS--
ALLIANCEBERNSTEIN WEALTH APPRECIATION
STRATEGY
CLASS A
Edward D. Jones & Co.
Attn: Mutual Fund Shareholder
Acctg
201 Progress Parkway
Maryland Heights, MO 63043-
3009 3,016,217 5.72%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 3,561,651 6.76%
CLASS B
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York NY 10001-2402 969,069 6.18%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 1,067,575 6.80%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,397,541 8.91%
CLASS C
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 1,797,767 8.74%
MLPF&S
For the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 2,780,955 13.52%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 1,040,370 5.06%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,716,393 8.35%
CLASS ADV
PIMS/Prudential Retirement
As Nominee for the TTEE/Cust
AllianceBernstein L.P.
1345 Avenue of the Americas
11th Floor
New York, NY 10105-0302 3,419,651 5.84%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
----------------------------------------------------
CLASS I
Orchard Trust Company LLC TTEE Cust
George Little Mgmt LLC 401K PSP
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 184,221 16.54%
Orchard Trust Company LLC TTEE Cust
J D'Addario & Company
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 704,102 63.20%
Orchard Trust Company LLC TTEE
Cust
Webcor Builders 401K PSP
P.O. Box 85484
San Diego, CA 92186-5484 178,765 16.05%
CLASS K
Orchard Trust Co LLC TTEE
FBO Mahoney Ulbrich Christiansen
& Russ PA PSP & Trust
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 225,184 11.29%
Orchard Trust Company LLC TTEE
Cust
Palm Beach Heart Assoc PA PSP
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 279,305 14.00%
Orchard Trust Co LLC TTEE
FBO Social Studies School Service
401(K)
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 203,870 10.22%
Orchard Trust Company LLC TTEE
Cust
FBO TS-Arion Systems Inc PSP
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 132,541 6.65%
CLASS R
MG Trust Co
FBO Oak Harbor Freight Lines Inc
700 17th St Ste 300
Denver, CO 80202-3531 138,140 7.34%
MG Trust Company Cust FBO
Oak Harbor Freight Lines, Inc.
700 17th St Ste 300
Denver, CO 80202-3531 478,796 25.44%
Counsel Trust FBO
Sencore Inc 401K Plan
1251 Waterfront Place, Suite 525
Pittsburgh, PA 15222-4228 107,274 5.70%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
THE ALLIANCEBERNSTEIN PORTFOLIOS--
ALLIANCEBERNSTEIN TAX-MANAGED WEALTH
APPRECIATION STRATEGY
CLASS A
Edward D Jones & Co
Attn: Mutual Fund Shareholder Acctg
201 Progress Pkwy
Maryland Heights, MO 63043-3009 583,792 11.17%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 393,974 7.54%
CLASS B
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 55,747 5.91%
MLPF&S for the Sole Benefit of its
Customers
Attn: Fund Admin
3800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 49,881 5.29%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 85,245 9.04%
CLASS C
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 190,947 6.75%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 445,120 15.74%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 186,660 6.60%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 198,371 7.01%
APPENDIX E--LETTER FROM INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
September 15, 2010
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for the AllianceBernstein Funds listed
in Exhibit A (the "Auditor Change Funds") and, under the respective dates
listed in Exhibit A, we reported on the financial statements of each of the
Auditor Change Funds as of and for the corresponding year-ends listed in
Exhibit A. On April 14, 2010, we were dismissed. We have read the statements
included under the section titled "Approval of Independent Registered Public
Accounting Firms by Board" within the Proxy Statement for the AllianceBernstein
Funds dated September 21, 2010, and we agree with such statements, except that
we are not in a position to agree or disagree with the statement that the Audit
Committee of the Boards of each of the Auditor Change Funds approved the
dismissal of KPMG LLP as independent registered public accounting firm for the
Auditor Change Funds at a meeting held on March 24, 2010, and we are not in a
position to agree or disagree with any of the statements regarding Ernst &
Young LLP.
Very truly yours,
/s/ KPMG LLP
EXHIBIT A
DATE OF REPORT OF
INDEPENDENT
REGISTERED PUBLIC
ACCOUNTING FIRM YEAR-ENDS
ALLIANCEBERNSTEIN FUND ------------------- ----------------------------