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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]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[_] 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] 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:
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THE ALLIANCEBERNSTEIN FUNDS
1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
___________, 2005
Dear Stockholders:
The Boards of Directors/Trustees ("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. The accompanying Notice of Joint Annual Meeting of Stockholders and Proxy
Statement present several Proposals 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. We are also asking that you
approve Proposals, as explained in the attached Proxy Statement, that are
intended to update and standardize the governing documents and fundamental
investment policies of some or all of the Funds, as applicable. We believe that
uniform Fund governing documents and fundamental policies will result in
substantial benefits for 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.
The stockholders of many of the Funds are also being asked to approve making a
Funds' investment objective "non-fundamental" and, for some of the Funds, to
approve changes to a Fund's investment objective. As non-fundamental policies,
the Fund's investment objectives can be changed in the future without the need
for the delay or expense of a stockholder vote.
We do not expect that the approval of the Proposals will significantly change
the way the Funds are managed. We believe it likely that implementation of these
Proposals also will result in decreased costs.
The Directors have concluded that the Proposals are in the best interests of
each Fund and unanimously recommend that you vote "FOR" the Proposals 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 by proxy promptly. ___________, a proxy solicitation firm,
has been selected to assist 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 ____________ reminding you to vote by proxy. No matter how
many shares you own, your vote is important.
Sincerely,
- ----------------------
Marc O. Mayer
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
("Notice") and Proxy Statement that provides you with information you
should review before voting on the Proposals that will be presented at the
Annual Meeting of Stockholders (the "Meeting") for the AllianceBernstein
Funds listed in the accompanying Notice (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
Proposals are as follows:
The first proposal is to elect Directors for each Fund. The stockholders of
each Fund will be asked to elect Directors of that Fund.
We are also asking for your approval of several other Proposals. As more
fully explained in the Proxy Statement, not all of these Proposals apply to
each Fund. These Proposals include the approval of:
o the amendment and restatement of the charter of each Fund that is a
Maryland corporation;
o amendment, elimination or reclassification of certain Funds'
fundamental investment restrictions; and
o reclassification of certain fundamental investment objectives as
non-fundamental and, in some cases, a change in a Fund's investment
objective.
Q. HOW DOES THE BOARD RECOMMEND I VOTE?
A. The Board recommends that you vote "FOR" all Proposals.
Q. WHO IS ELIGIBLE TO VOTE?
A. Stockholders of record at the close of business on August 24, 2005,
("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 BOARD PLAY?
A. A Board oversees the management of each Fund. The Directors have an
obligation to serve the best interests of a Fund, including approving and
recommending charter and policy changes such as those proposed in the Proxy
Statement. The background of each nominee for Director is described in the
Proxy Statement.
Q. WHY ARE THE DIRECTORS PROPOSING THE AMENDMENT AND RESTATEMENT OF THE
CHARTER OF EACH OF THE FUNDS?
A. Most of the Funds are organized under Maryland law. We are proposing the
amendment and restatement of the charter of each Fund that is a Maryland
corporation for your approval in order to modernize and standardize these
documents and to facilitate the more efficient management of the Funds by
giving them greater flexibility as permitted under Maryland law.
Q. WHY ARE THE DIRECTORS PROPOSING TO AMEND, ELIMINATE OR RECLASSIFY CERTAIN
OF THE FUNDS' FUNDAMENTAL INVESTMENT RESTRICTIONS?
A. The Funds have certain fundamental investment policies that cannot be
changed without stockholder approval. Some of these policies are no longer
required due to changes in applicable law and can now be eliminated or
revised.
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 DIRECTORS PROPOSING THAT YOU APPROVE RECLASSIFYING THE FUNDS'
FUNDAMENTAL INVESTMENT OBJECTIVES AND, IN SOME CASES, MODIFYING THEM?
A. A Fund's investment objective generally is not required to be fundamental
under applicable laws. We propose the reclassification of the Funds'
fundamental investment objectives as non-fundamental to provide the Funds
with the flexibility to respond to market changes 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 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 allocations in light of then
prevailing 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 AAGIT and ABF-Quality Bond Portfolio,
the proposed changes in investment objective would result in 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 [30] days notice prior to the implementation of a 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 [7] million stockholders. We have
included all of our Proposals in one Proxy Statement to reduce costs. More
tailored Proxy Statements would increase printing and mailing costs
significantly. 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 to identify the initials of your Fund below and only read
the Proposals 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 Proposals applicable to your Fund and only read those parts of
the Proxy Statement.
Q. HOW CAN I VOTE MY SHARES?
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 by (i) giving
written notice to the Secretary of a Fund at 1345 Avenue of the Americas,
New York, New York 10105, (ii) by signing another proxy of a later date, or
(iii) by personally voting at the Meeting.
Q. WHOM DO I CALL IF I HAVE QUESTIONS REGARDING THE PROXY?
A. [______________________________________________________]
[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, 2005
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, a "Fund", and, collectively, the "Funds"), will be held at the
offices of the Funds, 1345 Avenue of the Americas, 33rd Floor, New York, New
York 10105, on November 15, 2005, at 10:00 a.m., Eastern Time, to consider and
vote on the following Proposals, all of which are more fully described in the
accompanying Proxy Statement dated __________, 2005:
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;
2. The amendment and restatement of each Fund's charter, 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
Statement as Appendix D;
3. The amendment, elimination, or reclassification as non-fundamental of
certain of the Funds' fundamental investment restrictions;
4. 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. 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") is entitled to notice of, and to vote at, the Meeting or any
postponement or adjournment thereof. Proxies are 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 or via the
Internet as described on the enclosed proxy card.
The Board of Directors of each Fund recommends a vote "FOR each Proposal.
By Order of the Boards of Directors,
Mark R. Manley
Secretary
New York, New York
_________________, 2005
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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 proxy to vote your shares. 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, sign and return your proxy 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 mark used under license from the owner.
AllianceBernstein Americas Government Income Trust, Inc. ("AAGIT")
AllianceBernstein Balanced Shares, Inc. ("ABS")
AllianceBernstein Blended Style Series, Inc. ("ABSS")
- - U.S. Large Cap Portfolio
AllianceBernstein Bond Fund, Inc. ("ABF")
- - AllianceBernstein Corporate Bond Portfolio
- - AllianceBernstein Quality Bond Portfolio
- - AllianceBernstein U.S. Government Portfolio
AllianceBernstein Cap Fund, Inc. ("ACF")
- - Small Cap Growth Portfolio
AllianceBernstein Emerging Market Debt Fund, Inc. ("AEMDF")
AllianceBernstein Exchange Reserves ("AEXR")
AllianceBernstein Focused Growth & Income Fund, Inc. ("AFGIF")
AllianceBernstein Global Health Care Fund, Inc. ("AGHCF")
AllianceBernstein Global Research Growth Fund, Inc. ("AGRGF")
AllianceBernstein Global Strategic Income Trust, Inc. ("AGSIT")
AllianceBernstein Global Technology Fund, Inc. ("AGTF")
AllianceBernstein Greater China '97 Fund, Inc. ("AGCF")
AllianceBernstein Growth and Income Fund, Inc. ("AGIF")
AllianceBernstein High Yield Fund, Inc. ("AHYF")
AllianceBernstein Institutional Funds, Inc. ("AInstF")
- - AllianceBernstein Premier Growth Institutional Fund
- - AllianceBernstein Real Estate Investment Institutional Fund
AllianceBernstein International Growth Fund, Inc. ("AIGF")
AllianceBernstein International Research Growth Fund, Inc. ("AIRGF")
AllianceBernstein Large Cap Growth Fund, Inc. ("ALCGF")
AllianceBernstein Mid-Cap Growth Fund, Inc. ("AMCGF")
AllianceBernstein Multi-Market Strategy Trust, Inc. ("AMMST")
AllianceBernstein Municipal Income Fund, Inc. ("AMIF")
- - California Portfolio
- - Insured California Portfolio
- - Insured National Portfolio
- - National Portfolio
- - New York Portfolio
AllianceBernstein Municipal Income Fund II ("AMIF II")
- - Arizona Portfolio
- - Florida Portfolio
- - Massachusetts Portfolio
- - Michigan Portfolio
- - Minnesota Portfolio
- - New Jersey Portfolio
- - Ohio Portfolio
- - Pennsylvania Portfolio
- - Virginia Portfolio
The AllianceBernstein Portfolios ("TAP")
- - AllianceBernstein Growth Fund
- - AllianceBernstein Wealth Preservation Strategy
- - AllianceBernstein Tax-Managed Wealth Preservation Strategy
- - AllianceBernstein Balanced Wealth Strategy
- - AllianceBernstein Tax-Managed Balanced Wealth Strategy
- - AllianceBernstein Wealth Appreciation Strategy
- - Alliance Bernstein Tax-Managed Wealth Appreciation Strategy
AllianceBernstein Real Estate Investment Fund, Inc. ("AREIF")
AllianceBernstein Trust ("ABT")
- - AllianceBernstein Value Fund
- - AllianceBernstein Small/Mid Cap Value Fund
- - AllianceBernstein International Value Fund
- - AllianceBernstein Global Value Fund
AllianceBernstein Utility Income Fund, Inc. ("AUIF")
(the "AllianceBernstein Funds")
PROXY STATEMENT
THE ALLIANCEBERNSTEIN FUNDS
1345 Avenue of the Americas
New York, New York 10105
===================
JOINT ANNUAL MEETING OF STOCKHOLDERS
____________, 2005
===================
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 Proposals that are being recommended by the Boards of their Funds.
We refer to Directors or Trustees as, individually, a "Director" or
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
Proposals affecting your Fund. The Funds will hold the Meeting at the offices of
the Funds, 1345 Avenue of the Americas, 33rd Floor, New York, New York 10105, on
November 15, 2005 at 10:00 a.m., Eastern Time. The solicitation will be made
primarily by mail and may also be made by telephone. The solicitation cost will
be borne by the Funds. Alliance Capital Management L.P. is the investment
adviser to the Funds ("Alliance"). The Notice of Joint Annual Meeting of
Stockholders, Proxy Statement, and Proxy Card are being mailed to stockholders
on or about _____________, 2005.
Any stockholder who owned shares of a Fund on August 24, 2005 (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.
We have divided the Proxy Statement into five main parts:
Part I - Overview of the Boards' Proposals.
Part II - Discussion of each Proposal and an explanation of why we are
requesting that you approve each 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 - 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,
not all of the Proposals 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 AllianceBernstein Institutional Funds, Inc.
- - AllianceBernstein Premier Growth Institutional Fund are being asked to vote
only on the election of Directors and the proposed amendment and restatement of
that Fund's charter. So references to "All Funds" in Proposals 2 and Proposal 3
do not include that Fund. In addition, only the Funds that are organized as
Maryland corporations are being asked to vote on amendment and restatement of
their charters.
Proposal Fund(s) Affected
1. The election of the Directors, each All Funds
such Director to serve a term of an ---------
indefinite duration and until his or her
successor is duly elected and qualifies.
2. The amendment and restatement of each All Funds Except:
Fund's charter, which will repeal in -----------------
their entirety all currently existing ABT, AEXR, AMIF II, and TAP
charter provisions and substitute
in lieu thereof new provisions set
forth in the Form of Articles of
Amendment and Restatement attached
to this Proxy Statement as Appendix D.
3. The amendment, elimination, or
reclassification as non-fundamental of
the fundamental investment restrictions
regarding:
3.A. Diversification All Funds Except:
-----------------
AAGIT, AEMDF, AGCF, AGSIT,
AMIF - California Portfolio, AMIF -
Insured California Portfolio, AMIF -
New York Portfolio, AMIF II - All
Portfolios, and AMMST
3.B. Issuing Senior Securities All Funds Except:
and Borrowing Money -----------------
AIGF and AIRGF
3.C. Underwriting Securities All Funds Except:
-----------------
AAGIT, AEMDF, AGCF, AGHCF,
AGSIT, AIGF, AMMST, TAP -
AllianceBernstein Balanced Wealth
Strategy, TAP - AllianceBernstein
Wealth Appreciation Strategy, TAP
- AllianceBernstein Wealth
Preservation Strategy, and TAP -
AllianceBernstein Tax-Managed
Wealth Appreciation Strategy
3.D. Concentration of Investments All Funds Except:
-----------------
AIGF, AIRGF, and AMMST
3.E. Real Estate and Companies All Funds Except:
that Deal in Real Estate -----------------
AIGF and AIRGF
3.F. Commodity Contracts and All Funds Except:
Future Contracts -----------------
AIGF and AIRGF
3.G. Loans All Funds
---------
3.H. Joint Securities Trading AAGIT, ABF - Corporate Bond
Accounts Portfolio, ABF - U.S. Government
Portfolio, ACF - - Small Cap
Growth Portfolio, AEMDF, AGCF,
AGSIT, AInstF - Real Estate
Investment Institutional Fund,
ALCGF, AMIF - California
Portfolio, AMIF - Insured National
Portfolio, AMIF - New York
Portfolio, AMIF -National
Portfolio, AMIF II - All Portfolios,
AMMST, AREIF, AUIF, and TAP -
Growth Fund
3.I. Exercising Control All Funds Except:
-----------------
ABSS - U.S. Large Cap Portfolio,
ABF - Quality Bond
Portfolio, AGRGF, AHYF, AIGF,
AIRGF, AMCGF, AMIF - All
Portfolios, AMIF II - All
Portfolios, TAP - Growth Fund,
TAP - AllianceBernstein Tax-Managed
Balanced Wealth Strategy, and
TAP - AllianceBernstein Tax-
Managed Wealth Preservation
Strategy
3.J. Other Investment Companies AAGIT, ABF-Corporate Bond
Portfolio, ABF-U.S. Government
Portfolio, ABS, AEMDF, AEXR,
AGIF, AGRGF, ALCGF, AMMST,
and AUIF
3.K. Oil, Gas, and Other Types AAGIT, ABF - Corporate Bond
of Mineral Leases Portfolio, ABF- U.S. Government
Portfolio, ABS, ACF - Small Cap
Growth Portfolio, AEMDF, AGIF,
AGSIT, AGTF, AInstF - Real
Estate Investment Institutional
Fund, ALCGF, AMCGF, AMMST,
AREIF, and AUIF
3.L. Purchases of Securities on All Funds Except:
Margin -----------------
ABT-All Funds, AFGIF, AGHCF,
AIGF, AIRGF, and TAP- All Funds
3.M. Short Sales All Funds Except:
----------------
ABSS - U.S. Large Cap Portfolio,
AFGIF, AGHCF, AGRGF,
AGTF, AIGF,
AIRGF and TAP - All Funds
3.N. Pledging, Hypothecating, All Funds Except:
Mortgaging or Otherwise Encumbering -----------------
Assets ABF - Quality Bond Portfolio,
ABF - U.S. Government Portfolio,
AHYF, AIGF, AIRGF, AUIF, TAP -
AllianceBernstein Tax- Managed
Balanced Wealth Strategy, TAP -
AllianceBernstein Tax-Managed
Wealth Preservation Strategy,
and TAP - AllianceBernstein
Growth Fund
3.O. Illiquid and Restricted ABF - Corporate Bond Portfolio,
Securities AGIF and AGTF
3.P. Warrants AAGIT, ABF - U.S. Government
Portfolio, ABF - Corporate Bond
Portfolio, ABS, ACF - Small Cap
Growth Portfolio, AGIF, ALCGF,
AMCGF, and AMMST
3.Q. Unseasoned Companies ABF - Corporate Bond Portfolio,
ABS, AEXR, AGIF, ALCGF,
and AMCGF
3.R. Requirement to Invest in AAGIT, ABS, AGTF,
Specific Investments and ALCGF
3.S. 65% Investment Limitation ABF - Corporate Bond Portfolio,
ABF - U.S. Government Portfolio,
AMIF - Insured California Portfolio,
AMIF - Insured National Portfolio,
and AUIF
3.T. Securities of Issuers in ABF - Corporate Bond Portfolio,
which Officers or Directors/ ABS, ACF - Small Cap Growth
Partners Have an Interest Portfolio, AEXR, AGIF, ALCGF, and
AMCGF
3.U. Purchasing or Selling AMCGF
Securities Through Interested
Parties
3.V. Option Transactions AAGIT, ACF - Small Cap Growth
Portfolio, AEXR, ALCGF, and AMIF
II - All Portfolios
3.W. Purchasing Voting or Other AEMDF, AEXR, AMCGF, and AUIF
Securities
3.X. Repurchase Agreements AMIF - Insured California Portfolio
3.Y. Transactions Effected Through ALCGF
Affiliated Broker-Dealer
3.Z. Special Meetings Called by ALCGF
Stockholders
3.Z.1 Investment Grade Securities ABS and AGIF
4.
A. The reclassification of a ABT - All Funds,
Fund's fundamental objective as AGRGF, AGSIT,
non-fundamental; and and AMMST
B. The reclassification as 1. AAGIT
non-fundamental and changes to
specific Funds' investment 2. ABF-Corporate Bond Portfolio
objectives.
3. ABF-Quality Bond Portfolio
4. ABF - U.S. Government Portfolio
5. ABS
6. ACF - Small Cap Growth Portfolio
7. AEMDF
8. AFGIF
9. AGHCF
10. AGIF
11. AGTF
12. AHYF
13. AInstF - Real Estate
Investment Institutional
Fund and AREIF
14. ALCGF
15. AMCGF
16. AMIF - All Portfolios (except
AMIF - Insured California
Portfolio); and AMIF II - All
Portfolios
17. AMIF - Insured California
Portfolio
18. AUIF
19. TAP-Growth Fund
Part II - 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 each
Fund, 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 Director of each of the Funds except AGCF.
The following individuals named below are nominees for election to the Board of
AGCF:
David H. Dievler
William H. Foulk, Jr.
Each nominee has consented to serve as a Director. The Board knows 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 Board 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 Governing and Nominating Committees and
Boards of the Funds have waived the application of this retirement policy to Mr.
Dievler through December 31, 2006.
Certain information concerning the nominees is set forth below.
Number of
Portfolios
in
Alliance-
Bernstein
Principal Fund Complex Other
Name, Address Occupation(s) Overseen Directorships
and Date of Birth Years of Service * During Past 5 Years by Director Held by Director
- ----------------- ------------------ ------------------- ----------- ----------------
DISINTERESTED
DIRECTORS
Ruth Block,#,** AAGIT: since 1994 Formerly Executive Vice [94] [Director of Avon,
500 SE Mizner Blvd., ABSS: since 2002 President and Chief BP (oil and gas),
Boca Raton, FL 33432 ABF: since 1987 Insurance Officer of Ecolab,
11/7/30 ABS: since 1985 The Equitable Life Incorporated
ABT: since 2001 Assurance Society of (specialty
ACF: since 1992 The United States; chemicals), and
AEMDF: since 1995 Chairman and Chief Tandem Financial
AEXR: since 1994 Executive Officer of Group and
AFGIF: since 1999 Evlico; former Governor Donaldson, Lufkin
AGHCF: since 1999 at Large, National & Jenrette
AGIF: since 1987 Association of Securities
AGRGF: since 2002 Securities Dealers, Corporation]
AGSIT: since 1996 Inc.
AGTF: since 2005
AHYF: since 1987
AInstF: since 1997
AIGF: since 1994
AIRGF: since 1999
ALCGF: since 1992
AMCGF: since 1989
AMIF: since 1988
AMIF II: since 1995
AMMST: since 1994
AREIF: since 1996
AUIF: since 1993
SCB II: since 2002
TAP: since 1993
David H. Dievler,# AAGIT: since 1994 Independent consultant. [98] [None]
P.O. Box 167, ABSS: since 2002 Until December 1994 he
Spring Lake, NJ 07762 ABF: since 1987 was Senior Vice
10/23/29 ABS: since 1987 President of ACMC
ABT: since 2001 responsible for mutual
ACF: since 1987 fund administration.
AEMDF: since 1995 Prior to joining ACMC
AEXR: since 1994 in 1984, he was Chief
AFGIF: since 1999 Financial Officer of
AGCF: since 1998 Eberstadt Asset
AGHCF: since 1999 Management since 1968.
AGIF: since 1987 Prior to that, he was
AGRGF: since 2002 Senior Manager at Price
AGSIT: since 1996 Waterhouse & Co. Member
AGTF: since 1990 of the American
AHYF: since 1987 Institute of Certified
AInstF: since 1997 Public Accountants
AIGF: since 1994 since 1953.
AIRGF: since 1999
ALCGF: since 1992
AMCGF: since 1981
AMIF: since 1988
AMIF II: since 1995
AMMST: since 1993
AREIF: since 1996
AUIF: since 1993
SCB II: since 2002
TAP: since 1999
John H. Dobkin,# AAGIT: since 1994 Consultant. Formerly [96] [None]
P.O. Box 12, ABSS: since 2002 President of Save
Annandale, NY 12504 ABF: since 1998 Venice, Inc.
2/19/42 ABS: since 1992 (preservation
ABT: since 2001 organization) from
ACF: since 1994 2001-2002, Senior
AEMDF: since 1995 Adviser from June
AEXR: since 1994 1999-June 2000 and
AFGIF: since 1999 President of Historic
AGHCF: since 1999 Hudson Valley (historic
AGIF: since 1998 preservation) from
AGRGF: since 2002 December 1989 - May
AGSIT: since 1997 1999. Previously,
AHYF: since 1998 Director of the
AInstF: since 1997 National Academy of
AIGF: since 1994 Design and during
AIRGF: since 1999 1988-1992, Director and
ALCGF: since 1992 Chairman of the Audit
AMCGF: since 1992 Committee of ACMC.
AMIF: since 1999
AMIF II: since 1995
AMMST: since 1994
AREIF: since 1996
AUIF: since 1993
SCB II: since 2002
TAP: since 1999
Michael J. Downey,# AAGIT: since 2005 Consultant since [66] [Asia Pacific Fund,
c/o Alliance Capital Management L.P. ABSS: since 2005 January 2004. Formerly Inc., and the
1345 Avenue of the Americas ABF: since 2005 managing partner of Merger Fund]
New York, NY 10105 ABS: since 2005 Lexington Capital, LLC
1/26/44 ABT: since 2005 (investment advisory
ACF: since 2005 firm) from 1997 until
AEMDF: since 2005 December 2003. Prior
AEXR: since 2005 thereto, Chairman and
AFGIF: since 2005 CEO of Prudential
AGHCF: since 2005 Mutual Fund Management
AGIF: since 2005 (1987-1993).
AGRGF: since 2005
AGSIT: since 2005
AGTF: since 2005
AHYF: since 2005
AInstF: since 2005
ALCGF: since 2005
AIGF: since 2005
AIRGF: since 2005
AMCGF: since 2005
AMIF: since 2005
AMIF II: since 2005
AMMST: since 2005
AREIF: since 2005
SCB II: since 2005
AUIF: since 2005
Chairman of the Board AAGIT: since 1994 Investment adviser and [113] [None]
William H. Foulk, Jr.,#, + ABSS: since 2002 independent consultant.
2 Sound View Drive ABF: since 1998 He was formerly Senior
Suite 100 ABS: since 1992 Manager of Barrett
Greenwich, CT 06830 ABT: since 2001 Associates, Inc., a
9/7/32 ACF: since 1992 registered investment
AEMDF: since 1995 adviser, with which he
AEXR: since 1994 had been associated
AFGIF: since 1999 since prior to 2000. He
AGCF: since 1998 was formerly Deputy
AGHCF: since 1999 Comptroller and Chief
AGIF: since 1998 Investment Officer of
AGRGF: since 2002 the State of New York
AGSIT: since 1996 and, prior thereto,
AGTF: since 1992 Chief Investment
AHYF: since 1998 Officer of the New York
AInstF: since 1997 Bank for Savings.
AIGF: since 1994
AIRGF: since 1997
ALCGF: since 1992
AMCGF: since 1992
AMIF: since 1999
AMIF II: since 1999
AMMST: since 1993
AREIF: since 1996
AUIF: since 1993
SCB II: since 2002
TAP: since 1998
D. James Guzy,# AAGIT: since 2005 Chairman of the Board [1] [Intel Corporation;
P.O. Box 128, ABSS: since 2005 of PLX Technology Cirrus Logic
Glenbrook, NV 89413 ABF: since 2005 (semi- conductors) and Corporation;
3/7/36 ABS: since 2005 of SRC Computers Inc., Novellus
ABT: since 2005 with which he has been Corporation; Micro
ACF: since 2005 associated since prior Component
AEMDF: since 2005 to 2000. He is also Technology; the
AEXR: since 2005 President of the Arbor Davis Selected
AFGIF: since 2005 Company (private family Advisers Group of
AGHCF: since 2005 investments). Mutual Funds; and
AGIF: since 2005 LogicVision]
AGRGF: since 2005
AGSIT: since 2005
AGTF: since 1982
AHYF: since 2005
AInstF: since 2005
ALCGF: since 2005
AIGF: since 2005
AIRGF: since 2005
AMCGF: since 2005
AMIF: since 2005
AMIF II: since 2005
AMMST: since 2005
AREIF: since 2005
SCB II: since 2005
AUIF: since 2005
Marshall C. Turner, Jr.,# AAGIT: since 2005 Principal of Turner [1] [DuPont
220 Montgomery St. ABSS: since 2005 Venture Associates Photomasks, Inc.,
Penthouse 10, ABF: since 2005 (venture capital and the George Lucas
San Francisco, CA 94104-3402 ABS: since 2005 consulting) since prior Educational
10/10/41 ABT: since 2005 to 2000. Foundation;
ACF: since 2005 Chairman of the
AEMDF: since 2005 Board of the
AEXR: since 2005 Smithsonian's
AFGIF: since 2005 National Museum of
AGHCF: since 2005 Natural History]
AGIF: since 2005
AGRGF: since 2005
AGSIT: since 2005
AGTF: since 1992
AHYF: since 2005
AInstF: since 2005
ALCGF: since 2005
AIGF: since 2005
AIRGF: since 2005
AMIF: since 2005
AMIF II: since 2005
AREIF: since 2005
SCB II: since 2005
AUIF: since 2005
INTERESTED***
DIRECTOR
Marc O. Mayer AAGIT: since 2003 Executive Vice [66] [None]
1345 Avenue of the Americas, ABSS: since 2003 President of Alliance
New York, NY 10105 ABF: since 2003 Capital Management
10/2/57 ABS: since 2003 Corporation, the
ABT: since 2003 general partner of
ACF: since 2003 Alliance ("ACMC"),
AEMDF: since 2003 since 2001; prior
AEXR: since 2003 thereto, Chief
AFGIF: since 2003 Executive Officer of
AGHCF: since 2003 Sanford C. Bernstein &
AGIF: since 2003 Co., LLC and its
AGRGF: since 2003 predecessor since prior
AGSIT: since 2003 to 2000.
AGTF since 2003
AHYF: since 2003
AInstF: since 2003
AIGF: since 2003
AIRGF: since 2003
ALCGF: since 2003
AMCGF: since 2005
AMMST: since 2005
AMIF: since 2003
AMIF II: since 2003
AREIF: since 2003
AUIF: since 2003
SCB II: 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 subject to a policy requiring retirement at the
age of 76.
** Ms. Block was an "interested person," as defined in Section 2(a)(19) of the
Investment Company Act of 1940 (the "1940 Act"), until October 21, 2004 by
reason of her ownership of securities of a control person of Alliance since
late 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.
*** Mr. Mayer is an "interested person", as defined in the 1940 Act, of each
Fund due to his position as Executive Vice President of ACMC.
+ Member of the Fair Value Pricing Committee.
# Member of the Audit Committee, the Governance and Nominating Committee, and
the Independent Directors Committee of a Fund.
As of August 4, 2005, 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. 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 Alliance or of any of its parents or
subsidiaries.
During its fiscal year ended in 2004 or 2005, the Boards of the Funds met [__]
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.
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.
The Audit Committee of AAGIT met 3 times; of ABS met 2 times; of ABSS 2 times;
of ABF met 3 times; of ABT met 4 times; of ACF met 1 times; of AEMDF met 3
times; of AFGIF met 3 times; of AGHCF met 3 times; of AGRGF met 2 times; of
AGSIT met 3 times; of AGTF met 5 times; of AGCF met 2 times; of AGIF met 3
times; of AHYF met 3 times; of AInstF met 4 times; of AIGF met 3 times; of AIRGF
met 3 times; of ALCGF met 3 times; of AMCGF met 3 times; of AMMST met 3 times;
of AMIF met 2 times; of AREIF met 3 times; of AUIF met 2 times; of AEXR met 3
times; of AMIF II met 2 times; and of TAP met 1 times during the Fund's most
recently completed fiscal year.
The Governance and Nominating Committee of AAGIT met 0 times; of ABS met 1
times; of ABSS 1 times; of ABF met 2 times; of ABT met 1 times; of ACF met 0
times; of AEMDF met 0 times; of AFGIF met 1 times; of AGHCF met 0 times; of
AGRGF met 0 times; of AGSIT met 0 times; of AGTF met 1 times; of AGCF met 0
times; of AGIF met 0 times; of AHYF met 2 times; of AInstF met 0 times; of AIGF
met 0 times; of AIRGF met 0 times; of ALCGF met 0 times; of AMCGF met 0 times;
of AMMST met 0 times; of AMIF met 0 times; of AREIF met 1 times; of AUIF met 1
times; of AEXR met 0 times; of AMIF II met 0 times; and of TAP met 2 times
during the Fund's most recently completed fiscal year. Each Fund's Board has
adopted a charter for its Governance and Nominating Committee, a copy of which
is included as Appendix C. 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 also may set standards or qualifications for Directors. 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 owned at least 5%
of a Fund's outstanding common stock or shares of beneficial 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 a disinterested Director. A
detailed description of the criteria used by the Committee as well as
information required to be provided by stockholders submitting candidates for
consideration by the Committee are included in Appendix C.
The function of each Fund's Fair Value Pricing Committee is to consider, in
advance if possible, any fair valuation decision of Alliance's Valuation
Committee relating to a security held by a Fund made under unique or highly
unusual circumstances not previously addressed by the 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 disinterested Directors, such as review and approval
of the Advisory and Distribution Services Agreements. The Independent Directors
Committee met [______] during a Fund's most recently completed fiscal year.
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.
PROPOSAL TWO
APPROVAL OF THE AMENDMENT AND RESTATEMENT OF EACH FUND'S CHARTER
All Funds Except:
----------------
AEXR, ABT, AMIF II and TAP
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, each
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 for that Fund. Alliance advised the Boards that the proposed amendments
have two primary objectives. First, Alliance believes 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, Alliance believes that all of the Charters should
be standardized so that there will be 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 a Board's or Fund's power 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. For these reasons, Alliance
recommended to the Board the amendment and restatement of the Charters as
discussed below in order to modernize and standardize them, which will
facilitate the Board's ability to govern as it deems advisable and in the best
interests of the Fund. The Board recommends that stockholders approve the
amendment and restatement of the Charter for the Funds.(1) The amendment and
restatement of each Charter will be accomplished by repealing in their entirety
of 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.
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 contact
_______________________.
- ----------
(1) Some Funds are organized as series funds and they 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 will govern all
of the portfolios operated by its Fund.
If approved, the New Charters will give the Board more flexibility and broader
power to act than do the current Charters. This increased flexibility may allow
the Board 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, many of the Fund's current Charters are significantly
different. So, the actual provisions being repealed 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
discussion outlines 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.
A. Series and Class Structure and Related Provisions
Alliance recommended, and the Boards declared advisable, the proposed amendments
concerning the establishment and administration of series and classes(2) 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. 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 the Board's powers with respect to these allocations. In
addition, the amendments 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, thus protecting the stockholders of a Fund's other
series or classes of stock. The New Charters contain provisions that:
- ----------
(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.
o Provide for the automatic reallocation of shares that are classified
or reclassified into shares of another series or class of the Fund.
See New Charter, Article Fifth, Section 1.
AAGIT, ABF, ABS, ABSS, ACF, AEMDF, AFGIF, AGCF, AGHCF, AGIF, AGRGF,
AGSIT, AGTF, AHYF, AIGF, AInstF, AIRGF, ALCGF, AMCGF, AMIF, AMMST,
AREIF, and AUIF
o 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. See New Charter, Article Fifth, Section 10(e).
AAGIT, ABF, ABS, ABSS, ACF, AEMDF, AFGIF, AGCF, AGHCF, AGIF, AGRGF,
AGSIT, AGTF, AHYF, AIGF, AInstF, AIRGF, ALCGF, AMIF, AMMST, AREIF, and
AUIF
o 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. See
New Charter, Article Fifth, Sections 3 and 4.
AAGIT, ABF, ABS, ABSS, ACF, AEMDF, AFGIF, AGCF, AGHCF, AGIF, AGRGF,
AGSIT, AGTF, AHYF, AIGF, AInstF, AIRGF, ALCGF, AMCGF, AMIF, AMMST,
AREIF, and AUIF
o Clarify that debts, liabilities, obligations, and expenses of a series
or class shall be charged to the assets of the particular series or
class and to provide that the Board's determination with respect to
the allocation of all debts, liabilities, obligations and expenses
will be conclusive. See New Charter, Article Fifth, Section 5.
AAGIT, ABSS, ACF(2), AEMDF, AFGIF, AGCF, AGHCF, AGRGF, AGSIT, AGTF(1),
AHYF, AIGF, AInstF, AIRGF, ALCGF, AMCGF, AMIF1, AMMST, AREIF, and AUIF
- ----------
(2) The amendment to the Charters for this Fund includes only the second
provision regarding the Board's determination being conclusive.
o 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. See New Charter, Article
Fifth, Section 5.
AAGIT, ABF, ABS, ABSS, ACF, AEMDF, AFGIF, AGCF, AGHCF, AGIF, AGRGF,
AGSIT, AGTF, AHYF, AIGF, AInstF, AIRGF, ALCGF, AMCGF, AMIF, AMMST,
AREIF, and AUIF
o 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. See New Charter, Article Fifth,
Section 7.
AAGIT, ABF, ABS, ABSS, ACF, AEMDF, AFGIF, AGCF, AGHCF, AGIF, AGRGF,
AGSIT, AGTF, AHYF, AIGF, AInstF, AIRGF, ALCGF, AMCGF, AMIF, AMMST,
AREIF, and AUIF
o 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. See New Charter, Article Fifth,
Section 11.
AAGIT, ABF, ABS, ACF, AEMDF, AGIF, AGTF, AIGF, ALCGF, AMCGF, AMIF,
AMMST, and AUIF
o 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 and Bylaws. See New Charter, Article Fifth, Section 15.
AAGIT, ABSS, AEMDF, AFGIF, AGCF, AGHCF, AGRGF, AGSIT, AHYF, AIGF,
AInstF, AIRGF, ALCGF, AMCGF, AMMST, AREIF, and AUIF.
In addition to the New Charter provisions discussed above, Alliance recommended,
and the Board 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:
o Delete a provision granting the Board power to increase or decrease
the number of shares in a class pursuant to classification or
reclassification.
ABF, AGTF, and AMIF
o Delete a provision prohibiting the Board from reducing the number of
shares of any class below the number of outstanding shares.
ACF
o Delete a provision permitting the Board to designate unissued Fund
shares 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. The first change below would permit each Board
to address circumstances in which there are large disparities in net asset value
per share of 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. The existing Charters
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 change is
intended to clarify that the Board would make this determination where it is not
otherwise specified by law. The third and fourth changes address quorum
requirements at meetings for specific classes or series and for a Fund as a
whole. The New Charters contain provisions that:
o Permit, as to any matter submitted to stockholders, a Fund to
calculate the number of votes to which a stockholder is entitled to
cast on such matter based on the NAV of shares rather than on the
basis of one vote for each share outstanding. Votes would be so
calculated only if approved in advance by a Fund's Board, and only if
the Fund first obtains an exemptive order from the SEC permitting the
Fund to calculate votes in this manner. See New Charter, Article
Fifth, Section 8.
AAGIT, ABF, ABS, ABSS, ACF, AEMDF, AFGIF, AGCF, AGHCF, AGIF, AGRGF,
AGSIT, AGTF, AHYF, AIGF, AInstF, AIRGF, ALCGF, AMCGF, AMIF, AMMST,
AREIF, and AUIF
o Permit a Fund's Board to determine certain matters that are subject to
vote only by a specific class or series of the Fund, rather than by
all stockholders of the Fund as a single class. The Board would have
this discretion only for matters that are not otherwise prescribed
under the 1940 Act or other applicable law. See New Charter, Article
Fifth, Section 8.
AAGIT, ABF, ABS, ABSS, ACF, AEMDF, AFGIF, AGCF, AGHCF, AGIF, AGRGF,
AGSIT, AGTF, AHYF, AIGF, AInstF, AIRGF, ALCGF, AMCGF, AMIF, AMMST,
AREIF, and AUIF
o Clarify that where the Charter (in addition to applicable laws)
mandates a separate vote by holders of one or more series or class of
the Fund's stock, a quorum will be determined by the number of
stockholders present 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.
AAGIT, ABF, ABS, ABSS, ACF, AEMDF, AFGIF, AGCF, AGHCF, AGIF, AGRGF,
AGSIT, AHYF, AIGF, AInstF, AIRGF, ALCGF, AMCGF, AMIF, AMMST, AREIF,
and AUIF
o Provide that, in order to hold a stockholder vote, one-third (deleting
a majority requirement) of the Fund's stockholders must be present in
person or by proxy to constitute a quorum for the vote, except with
respect to any matter which, under applicable statutes, regulatory
requirements or the New 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 will constitute a quorum. See New Charter, Article Seventh,
Section 3.
ABS, AGIF, AGTF, and AMCGF
C. Mandatory and Other Redemption Provisions
Alliance recommended, and the Board declared advisable, proposed changes to give
the Board more flexibility to redeem stockholder accounts that fall below a
certain threshold. Alliance advised the Board 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 dollar amount (usually $200) or such other amount
that the Board may determine.(3) This provision also includes a cap on the
dollar amount that the Board may set (up to $5,000,000) and a stockholder notice
requirement. The amendments recommended by Alliance, and declared advisable by
the Board, would give a Board greater administrative flexibility to determine
when it is in the best interests of the Fund to redeem small accounts by giving
the Board sole discretion to set the mandatory threshold for redemption. In
addition, these amendments would delete the notice provision and permit a Board
to cause a Fund to make mandatory redemptions for other purposes, such as
reorganization of a Fund, as now permitted by relatively recent amendments to
the MGCL. If these changes are adopted, upon approval by a Board, the typical
Fund reorganization or liquidation will require only the stockholder approval
required under the 1940 Act, if any. The New Charter provisions:
- ----------
(3) ABSS, AFGIF, AGHCF, AGRGF, AInstF, AHYF, AGCF, AREIF, AIRGF, AUIF, AIGF,
AGSIT, AEMDF, AAGIT, ALCGF, AMMST, ABF, ACF, AGTF, and AMIF.
o Clarify that the Fund may redeem shares at NAV where a stockholder
fails to maintain a minimum amount determined by the Fund's Board, in
its sole discretion. See New Charter, Article Fifth, Section 10(c)
AAGIT, ABF, ABS, ABSS, ACF, AEMDF, AFGIF, AGCF, AGHCF, AGIF, AGRGF,
AGSIT, AGTF, AHYF, AIGF, AInstF, AIRGF, ALCGF, AMCGF, AMIF, AMMST,
AREIF, and AUIF
o Provide that a Fund's Board may cause the Fund to redeem shares for
"any other purposes", subject to the 1940 Act, such as a
reorganization of the Fund. See New Charter, Article Fifth, Section
10(c).
AAGIT, ABF, ABS, ABSS, ACF, AEMDF, AFGIF, AGCF, AGHCF, AGIF, AGRGF,
AGSIT, AGTF, AHYF, AIGF, AInstF, AIRGF, ALCGF, AMCGF, AMIF, AMMST,
AREIF, and AUIF
Alliance recommended, and the Board declared advisable, the proposed changes
discussed below to clarify that a Board may impose certain fees upon redemption.
The existing Charters for certain Funds provide that the Board may impose a
redemption charge or deferred sales charge.(4) For these Funds, the changes
would add a redemption fee or "other amount" (e.g. shareholder transaction fees)
to the fees that the Board may impose. These changes would give the Board
increased flexibility to impose fees upon redemption where they determine that
to do so would be in the best interests of the Fund. For example, under the
flexibility provided by this revision, a Board could determine to impose a
redemption fee to discourage market timing in a Fund. 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 of a Fund and would:
- ----------
(4) AUIF, AIGF, AEMDF, AAGIT, ALCGF and AMMST.
o Clarify that the Board may impose a redemption charge, deferred sales
charge, redemption fee or "other amount" upon redemption. See New
Charter, Article Fifth, Section 10(a).
AAGIT, ABF, ABS, ACF, AEMDF, AGIF, AGTF, AIGF, ALCGF, AMCGF, AMIF,
AMMST, and AUIF
o Clarify that redemption proceeds be reduced by any applicable
redemption fee, "other amount" or contingent deferred sales charge.
See New Charter, Article Fifth, Section 10(b).
AAGIT, ABF, ABS, ACF, AEMDF, AGIF, AGTF, AIGF, ALCGF, AMCGF, AMIF,
AMMST, and AUIF
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 changes, as provided
in the New Charters:
o Allow a Board to establish procedures for the redemption of stock. See
New Charter, Article Fifth, Section 10(a).
ABF, ABS, ACF, AGIF, AGTF, AMCGF, and AMIF
o Delete a provision retiring shares that are redeemed or repurchased by
the Fund without specification as to the purpose for the
redemption/repurchase.
ABS, ABF, AGIF, AGTF, and AMIF
o Delete a provision specifying circumstances when a Fund may suspend
redemptions.
AGTF
o Delete a provision authorizing a Fund, upon Board authorization, to
buy back shares at a price not exceeding net asset value by an
agreement with stockholders
ABF, ABS, ACF, AGIF, AMCGF, and AMIF
o Add a provision that when outstanding shares of a series or class of
stock are redeemed, those shares are automatically returned to the
status of unauthorized but unissued shares of that Fund of that class
or series, and when all outstanding shares of a class or series are
redeemed in a liquidation or reorganization, those shares are
automatically returned to the status of authorized but uninssued
shares of common stock without further designations as to class or
series. See New Charter, Article Fifth, Section 10(e).
ABS and AGIF
o Delete a provision that all shares shall be "subject to redemption"
and redeemable under MGCL.
ABS and AGIF
o Delete provisions that a stockholder's right of redemption may be
subject to the Fund having surplus available for redemption purposes
and that the Fund shall sell any securities it holds to provide cash
for redemption.
ABS and AGIF
D. Liability Exculpation and Indemnification and Expense Advance
Provisions
The existing Charter or Bylaws of each Fund generally provide that, to the
maximum extent permitted by the MGCL and the 1940 Act, Directors and officers
shall not be liable to a Fund for money damages and shall be indemnified by the
Fund and have expenses advanced by the Fund. Alliance recommended to each Board,
and each Board declared advisable, that each Fund's Charter be revised to
clarify, or where necessary, to specify that a Fund has the power to indemnify
and advance expenses to its Directors and officers to the maximum extent
permitted by the 1940 Act and the MGCL. The 1940 Act and the MGCL 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 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 officers and Directors. These changes
update each Fund's indemnification provisions consistent with the current
industry standard as permitted under the 1940 Act and Maryland law.(5)
- ----------
(5) The proposed amendments would add the standardized indemnification
provisions to the Charter for AMCGF. Such provisions are now included in
the Fund's Bylaws.
The indemnification provisions in the New Charters will:
o Authorize a Fund to obligate itself to indemnify and advance expenses
to the maximum extent permitted by the MGCL. See New Charter, Article
Eighth, Section 2.
AAGIT, ABF, ABS, ABSS, ACF, AEMDF, AFGIF, AGCF, AGHCF, AGIF, AGRGF,
AGSIT, AGTF, AHYF, AIGF, AInstF, AIRGF, ALCGF, AMCGF, AMIF, AMMST,
AREIF, and AUIF
o Extend a Fund's power to indemnify and advance expenses to Directors
and officers who, while serving as such for a Fund, also serve at a
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.
AAGIT, ABS, ABSS, ACF, AEMDF, AFGIF, AGCF, AGHCF, AGIF, AGRGF, AGSIT,
AHYF, AIGF, AInstF, AIRGF, ALCGF, AMCGF, AMIF, AMMST, AREIF, and AUIF
o 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.
AAGIT, ABF, ABS, ABSS, ACF, AEMDF, AFGIF, AGCF, AGHCF, AGIF, AGRGF,
AGSIT, AGTF, AHYF, AIGF, AInstF, AIRGF, ALCGF, AMCGF, AMIF, AMMST,
AREIF, and AUIF
o Replace the specific 1940 Act limitations on exculpations,
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 exculpations,
indemnification and advance expenses imposed under the 1940 Act. See
New Charter, Article Eighth, Section 3.
AAGIT, ABF, ABSS, ACF, AEMDF, AFGIF, AGCF, AGHCF, AGRGF, AGSIT, AHYF,
AIGF, AInstF, AIRGF, ALCGF, AMCGF, AMMST, AREIF, and AUIF
o 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.
AAGIT, ABF, ABS, ABSS, ACF, AEMDF, AFGIF, AGCF, AGHCF, AGIF, AGRGF,
AGSIT, AGTF, AHYF, AIGF, AInstF, AIRGF, ALCGF, AMCGF, AMIF, AMMST,
AREIF, and AUIF
o Add a provision that Directors and officers are not liable to a Fund
for money damages to the maximum extent provided by law. See New
Charter, Article Eighth, Section 1.
AAGIT, ABF, ABS, AEMDF, AGIF, AIGF, ALCGF, AMCGF, AMMST, and AUIF
E. Other Revisions for Specific Funds
(i) Corporate Purpose
The existing Charters of certain Funds enumerate specific powers of those Funds.
The proposed changes would delete these provisions and provide instead that a
Fund has all powers permitted by the MGCL. A Fund is not required to list
specific powers in its Charter and the current specificity may limit a Fund's
power and may restrict the Fund's power to undertake certain activities without
incurring the cost and delay of a stockholder vote and to respond quickly to
regulatory developments to the detriment of the Fund. Changing the existing
Charters to give a Fund the powers permitted under the MGCL will give a Fund
greater flexibility. The New Charters:
o 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, ABS, ACF, AGIF, AGTF, AMCGF, and AMIF
(ii) Board of Directors
The New Charter would provide that the minimum number of Directors for a Fund
shall be one 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 powers of the Boards and explicitly permit the Boards to
authorize the issuance of stock and other securities without stockholder
approval. In several cases, changes would delete unnecessary provisions relating
to the Boards. The proposed changes recommended by Alliance, and declared
advisable by the Boards, would provide greater flexibility for the Board to
oversee a Fund, especially the power to authorize the issuance of shares to the
extent permitted by the MGCL. The New Charters:
o Provide that the minimum number of Directors for a Fund shall be one.
See New Charter, Article Sixth.
ABF, ABS, ACF, AGIF, AGTF, AMCGF, and AMIF
o Expand the general powers of the 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, ABS5, ACF, AGIF(6), AGTF, AMCGF, and AMIF
- ----------
(6) The amendment to the Charters for these Funds includes only the revision to
the general powers of the Board.
o Delete an unnecessary provision permitting Directors to be compensated
for their services.
AMCGF
o Delete an unnecessary provision that Directors need not be Maryland
residents or stockholders of the Fund.
AMCGF
o Delete unnecessary provisions permitting election of Directors by
other methods than by ballot unless the Fund's Bylaws provide
otherwise.
AMCGF
(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:
o Delete a provision regarding the procedures that a Fund must follow to
enter into a contract with an affiliate.
ABF, ACF, AGTF, and AMIF
o Delete provisions permitting interested persons to contract to provide
services for the Fund and providing indemnification with respect to
those contracts.
AGIF and AMCGF
o Delete provisions that state that contracts with interested persons
will not be void if such interest is disclosed to the Board and that
permit an interested person to be counted towards quorum for a vote to
authorize the contract.
ABS and AGIF
(iv) Dividends and Distributions
The 1940 Act, the MGCL and federal tax laws regulate a Fund's method and manner
of paying dividends and making distributions. Provisions relating to these
matters are not necessary in a Fund's Charter and may conflict with 1940 Act and
other requirements. For these reasons, Alliance recommended, and the Boards
declared advisable, that certain provisions be eliminated. The proposed changes
will:
o Delete a provision requiring a Fund to distribute annually
approximately the amount of net cash income received by the Fund
during the fiscal year.
ABS and AGIF
o Delete a provision giving the Board discretion to distribute
additional dividends from any assets of the Fund legally available for
payment thereof.
ABS and AGIF
o Delete a provision that requires the 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.
ABS and AGIF
o Delete a provision giving the Board conclusive determination over
which receipts shall constitute income and which shall constitute
principal and the allocation thereof.
ABS and AGIF
o Delete a provision specifying the sources from which dividends may be
paid.
AMCGF
o Delete a provision permitting distribution to vary between classes for
the purpose of complying with regulatory or legislative requirements.
ABF, ACF, AGTF, and AMIF
o Delete a provision permitting the Board to set apart assets for
dividends for a reserve.
ABF, ACF, AGTF, and AMIF
(v) Specific Amendments for AMCGF
Alliance advised the Board that the existing Charter of AMCGF 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. The proposed changes to
the existing Charter of AMCGF 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 Boards declared advisable, changes
that will:
o Delete a provision specifying that the private property of the
stockholders is not subject to the payment of corporate debts.
o Delete a provision permitting the Board (i) to fix and vary the amount
to be reserved as working capital, to set apart out of any surplus of
the Fund in such amounts and for such proper purposes as it shall
determine, and to abolish any such reserves or any part thereof; and
(ii) to determine any withdrawal charge to be imposed on the purchase
of the Fund's shares so long as such withdrawal charge is not in
excess of the estimated expense to the Fund in connection with such
purchases and not in excess of 1% of the purchase price, apart from
such charge.
o Delete a provision permitting the Board to create committees (which is
permitted in the Fund's Bylaws).
o Delete a provision requiring that the Fund utilize a custodian and
specifying the conditions under which the custodian will operate.
o Delete a provision permitting the Board to determine the manner and
allocation of brokerage commissions.
o 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.
o Delete a provision requiring an annual audit of the Fund.
o Delete a provision allowing the Fund to issue fractional shares.
The Board unanimously recommends that the stockholders of each Fund vote "FOR"
Proposal 2. Approval of Proposal 2 with respect to each Fund requires the
affirmative vote of a majority of the votes entitled to be cast.
PROPOSAL THREE
APPROVAL OF AMENDMENT, ELIMINATION, OR RECLASSIFICATON 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 ("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 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. - Diversification
Applicable Funds:
All Funds Except:
-----------------
AAGIT, AEMDF, AGCF, AGSIT, AMIF - California Portfolio, AMIF - Insured
California Portfolio, AMIF - New York Portfolio, AMIF II - All Portfolios, and
AMMST
Proposed New Fundamental Investment Restriction: If the proposed amendment is
approved by stockholders, each Fund's fundamental investment restriction 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.
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 restrictions 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 restriction 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:
-----------------
AIGF and AIRGF
Proposed New Fundamental Investment Restriction: If the proposed amendment is
approved by stockholders, each Fund's fundamental investment restrictions
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 shareholder 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 shareholder 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 full extent permitted by the
1940 Act. These current policies for these Funds with restrictions on borrowings
are listed below.
- --------------------------------------------------------------------------------
Current Policy Applicable to:
- --------------------------------------------------------------------------------
Prohibitions on borrowings. ABF-U.S. Government and Quality Bond
Portfolios; AHYF; ALGCF; AMGCF;
AGTF; AREIF and AInstF-Real
- --------------------------------------------------------------------------------
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:
- --------------------------------------------------------------------------------
o Up to 20% of assets: o AMIF and AMIF II
- --------------------------------------------------------------------------------
o Up to 15% of assets: o AUIF; AGCF and AEXR
- --------------------------------------------------------------------------------
o Up to 10% of assets: o ABF-Corporate Bond Portfolio;
AGHC; AGIF; ABS; TAP - Tax-Managed
Balanced Wealth Strategy and
Tax-Managed Wealth Preservation
Strategy
- --------------------------------------------------------------------------------
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:
-----------------
AAGIT, AEMDF, AGCF, AGHCF, AGSIT, AIGF, AMMST, TAP - AllianceBernstein
Wealth Appreciation Strategy, TAP - AllianceBernstein Wealth Preservation
Strategy, TAP - AllianceBernstein Balanced Wealth Strategy, and
TAP - AllianceBernstein Tax-Managed Wealth Appreciation Strategy
Proposed New Fundamental Investment Restriction: If the proposed amendment is
approved by stockholders, each Fund's fundamental investment restriction
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 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.
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 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
----------------
AIGF, AIRGF, and AMMST
Proposed New Fundamental Investment Restriction: If the proposed amendment is
approved by stockholders, each Fund's fundamental investment restriction
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 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. For Funds that do not concentrate their investments, the proposed
change would permit investment in an industry up to the prescribed limits under
the 1940 Act and accompanying SEC interpretations, as those limits are updated
from time to time.
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:
-----------------
AIGF and AIRGF
Proposed New Fundamental Investment Restriction: If the proposed amendment is
approved by stockholders, each Fund's fundamental investment restriction 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."
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 Future Contracts
Applicable Funds:
All Funds Except:
-----------------
AIGF and AIRGF
Proposed New Fundamental Investment Restriction: If the proposed amendment is
approved by stockholders, each Fund's fundamental investment restriction 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 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.
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 had a
fundamental policy that did not permit investments in futures contracts. These
Funds are ABF - Corporate Bond Portfolio, AEXR, AInstF - AllianceBernstein Real
Estate Investment Institutional Fund, AMCGF, and AREIF. If the stockholders of
these Funds approve this proposal, these Funds would have the flexibility to
invest in futures contracts. Alliance also discussed certain of the risks
involved in the purchase or sale of financial futures contracts and options
thereon. Alliance noted that there is a risk that the performance of financial
futures contracts may correlate imperfectly with the performance of the direct
investments for which the financial futures contracts are a substitute. In
addition, Alliance stated that, as a result of limitations imposed on futures
trading by certain exchanges, the Funds could incur losses from delays in
trading. 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 Restriction: If the proposed amendment is
approved by stockholders, each Fund's fundamental investment restrictions
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 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. However, the restrictions are
set lower than the maximum allowed under the 1940 Act for TAP - Growth Fund, TAP
- - AllianceBernstein Wealth Strategy, and TAP - AllianceBernstein Tax-Managed
Wealth Preservation Strategy. If this proposal is approved by shareholders, the
Funds would be permitted to make loans to the maximum extent permitted by the
1940 Act. This less restrictive lending policy is not expect 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:
AAGIT, ABF - Corporate Bond Portfolio, ABF - U.S. Government Portfolio, ACF -
Small Cap Growth Portfolio, AEMDF, AGCF, AGSIT, AInstF - Real Estate Investment
Institutional Fund, ALCGF, AMIF - California Portfolio, AMIF - Insured National
Portfolio, AMIF - New York Portfolio, AMIF -National Portfolio, AMIF II - All
Portfolios, AMMST, AREIF, and AUIF
Proposal:
It is proposed that the fundamental investment restriction regarding
participation in a joint securities trading account be eliminated in its
entirety.
Reasons for the Elimination of the Investment Restriction:
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 restriction is no longer required and may be eliminated from a
Fund's fundamental investment restrictions. 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 restriction. Because the 1940 Act and related regulations adequately
protect a Fund and its stockholders, there is no need to maintain this
restriction.
Proposal 3.I.
Elimination of the Fundamental Policy Prohibiting
Investments for Purposes of Exercising Control
Applicable Funds:
All Funds Except:
-----------------
ABSS, ABF - Quality Bond Portfolio, AGRGF, AHYF, AIGF, AIRGF, AMCGF, AMIF - All
Portfolios, AMIF II - All Portfolios, TAP - Growth Fund, TAP - AllianceBernstein
Tax-Managed Balanced Wealth Strategy, and TAP - AllianceBernstein Tax-Managed
Wealth Preservation Strategy
Proposal:
It is proposed that the fundamental investment restriction 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 Restriction:
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 restriction is no longer
required and may be eliminated from a Fund's investment restrictions.
Proposal 3.J.
Elimination of the Fundamental Policy Prohibiting Investments in
Other Investment Companies Exceeding Specified Percentage Limitations
Applicable Funds:
AAGIT, ABF-Corporate Bond Portfolio, ABF-U.S. Government Portfolio, ABS, AEMDF,
AEXR, AGIF, AGRGF, ALCGF, AMMST, and AUIF
Proposal:
It is proposed that the fundamental investment restriction on investments in
other investment companies be eliminated in its entirety.
Reasons for the Elimination of the Investment Restriction:
In making its recommendation to the Boards to eliminate this policy, Alliance
noted that the fundamental investment restriction 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
restriction is no longer required to be among a Fund's fundamental investment
restrictions. Moreover, Alliance noted that in the absence of this restriction,
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 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:
AAGIT, ABF - Corporate Bond Portfolio, ABF- U.S. Government Portfolio, ABS, ACF
- Small Cap Growth Portfolio, AEMDF, AGIF, AGSIT, AGTF, AInstF - Real Estate
Investment Institutional Fund, ALCGF, AMCGF, AMMST, AREIF, and AUIF
Proposal:
It is proposed that the fundamental investment restriction 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 Restriction:
In making its recommendation to the Boards to eliminate this policy, Alliance
noted that the fundamental investment restriction on purchasing or selling
interests in oil, gas, or mineral leases, and 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
restriction is no longer applicable and may be eliminated from the Funds'
investment restrictions. 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, AFGIF, AGHCF, AIGF, AIRGF, and TAP- All Funds
Proposal:
It is proposed that the fundamental investment restriction restricting the
purchase of securities on margin be eliminated.
Reasons for the Elimination of the Investment Restriction:
In making its recommendation to the Boards to eliminate this policy, Alliance
noted that the fundamental investment restrictions 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 restrictions are no
longer required and may be eliminated from the Funds' fundamental investment
restrictions. 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 AGTF, and on
August 9, 2005, for AGTF, 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
----------------
ABSS, AFGIF, AGHCF, AGRGF, AGTF, AIGF,
AIRGF and TAP- All Funds
Proposal:
It is proposed that the fundamental investment restriction on short sales be
eliminated.
Reasons for the Elimination of the Investment Restriction:
In making its recommendation to the Boards to eliminate this policy, Alliance
noted that the fundamental investment restrictions 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 restrictions are no longer required
and may be eliminated from the Funds' fundamental investment restrictions.
The Boards have approved the use by certain of the Funds of short sales as an
investment strategy that is disclosed in the Funds' prospectus. The risks of
short selling are also disclosed for such Funds in their prospectus. 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.
Proposal 3.N.
Elimination of the Fundamental Policy Prohibiting Pledging, Hypothecating,
Mortgaging or Otherwise Encumbering Assets
Applicable Funds:
All Funds Except:
----------------
ABF - Quality Bond Portfolio, ABF - U.S. Government Portfolio, AHYF, AIGF,
AIRGF, AUIF, TAP - AllianceBernstein Tax- Managed Balanced Wealth Strategy, TAP
- AllianceBernstein Tax-Managed Wealth Preservation Strategy, and TAP -
AllianceBernstein Growth Fund
Proposal:
It is proposed that the fundamental investment restriction prohibiting the
pledging, mortgaging and hypothecating a Fund's assets be eliminated in its
entirety.
Reasons for the Elimination of the Investment Restriction:
In making its recommendation to the Boards to eliminate this policy, Alliance
noted that the restriction on pledging, mortgaging and hypothecating 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
restriction is no longer required and may be eliminated from the Funds'
fundamental investment restrictions. 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 restrictions, 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:
ABF - Corporate Bond Portfolio, AGIF and AGTF
Proposal:
It is proposed that the fundamental investment restriction regarding illiquid or
restricted securities be eliminated.
Reasons for the Elimination of the Investment Restriction:
In making its recommendation to the Boards to eliminate this policy, Alliance
noted that the restrictions 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 registration. However,
as a result of NSMIA, this restriction 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 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:
AAGIT, ABF - U.S. Government Portfolio, ABF - Corporate Bond Portfolio, ABS,
ACF - Small Cap Growth Portfolio, AGIF, ALCGF, AMCGF, and AMMST
Proposal:
It is proposed that the fundamental investment restriction regarding limitations
on investments in warrants be eliminated in its entirety.
Reasons for the Elimination of the Investment Restriction:
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
restrictions. However, as a result of NSMIA, this restriction is no longer
required to be a fundamental investment restriction. 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.
A Board may approve investments in warrants by a Fund as an investment strategy
that is disclosed in a Fund's prospectus. Elimination of the fundamental
restriction 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:
ABF - Corporate Bond Portfolio, ABS, AEXR, AGIF, ALCGF, and AMCGF
Proposal:
It is proposed that the fundamental investment restriction prohibiting
investments in issuers with less than three years of operations be eliminated in
its entirety.
Reasons for the Elimination of the Investment Restriction:
In making its recommendation to the Boards, Alliance noted that the fundamental
investment restriction 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 restriction is no longer required and may be eliminated
from a Fund's fundamental investment restrictions. In recommending the
elimination of the unseasoned issuers restriction, Alliance stated its belief
that the elimination of the restriction 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 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:
ABS, AAGIT, AGTF, and ALCGF
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, unrate, determined by the Adviser to be of equivalent quality."
AGTF 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".
ALCGF 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 principle that policies should not be
fundamental where they are not required to be. Where required by the names rule,
such as for AAGIT or AGTF, the Funds have an 80% non-fundamental investment
policy.
Proposal 3.S.
Elimination of the Fundamental Policy Regarding
65% Limitations in Certain Investments
Applicable Funds:
ABF - Corporate Bond Portfolio, ABF - U.S. Government Portfolio,
AMIF - Insured California Portfolio, AMIF - Insured National Portfolio, and AUIF
Proposal:
It is proposed that a Fund's fundamental 65% investment policy be eliminated.
Reasons for the Elimination of the Investment Restriction:
ABF - U.S. Government Portfolio has a fundamental policy restriction 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.
ABF - Corporate Bond Portfolio has a fundamental policy restriction 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 restriction that states that the Fund under normal circumstances
invests at least 65% of its total assets in insured securities.
AUIF has a fundamental restriction 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 shareholder 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 or Directors/ Partners Have an Interest
Applicable Funds:
ABF - Corporate Bond Portfolio, ABS, ACF - Small Cap Growth Portfolio, AEXR,
AGIF, ALCGF, and AMCGF
Proposal:
It is proposed that the fundamental investment restriction regarding purchasing
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 Restriction:
In making its recommendation to the Boards to eliminate this policy, Alliance
noted that this restriction was originally adopted to address the requirements
formerly imposed by state "blue sky" regulators as a condition to registration.
As a result of NSMIA, this restriction is no longer required and may be
eliminated from the Funds' fundamental investment restrictions. Eliminating this
restriction would increase Alliance's flexibility when choosing investments on a
Fund's behalf. Alliance further noted that it believes that the restriction 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:
AMCGF
Proposal:
It is proposed that the fundamental investment restriction regarding purchases
or sales through interested persons be eliminated.
Reasons for the Elimination of the Investment Restriction:
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 Boards 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 restriction 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:
AAGIT, ACF - Small Cap Growth Portfolio, AEXR, ALCGF, and
AMIF II - All Portfolios
Proposal:
It is proposed that the fundamental investment restrictions regarding option
transactions be eliminated in their entirety.
Reasons for the Elimination of the Investment Restrictions:
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. ALCGF 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 restrictions are no longer required
and may be eliminated from the Funds' fundamental investment restrictions. None
of these restrictions 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. Elimination of these fundamental
restrictions 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:
AEMDF, AEXR, AMCGF, and AUIF
Proposal:
It is proposed that the fundamental investment restriction regarding purchasing
voting or other securities be eliminated in its entirety.
Reasons for the Elimination of the Investment Restriction:
AEMDF and AUIF 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." AMCGF 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." AEXR 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 AEMDF is not a diversified
fund and consequently, it is not subject to the 10% test. Because these
restrictions are unnecessary in light of the 1940 Act's diversification tests
and the Funds' fundamental diversification policy, Alliance recommended that
they be eliminated.
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 restriction 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 Restriction:
In making its recommendation to the Board to eliminate the policy, Alliance
noted that restrictions 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 restriction to be consistent with the proposed
modification to the Fund's fundamental investment restriction 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.
Proposal 3.Y.
Elimination of the Fundamental Policy Regarding Transactions Effected
Through Affiliated Broker-Dealer
Applicable Funds:
ALCGF
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 Restriction:
The Fund's fundamental investment restriction 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 restriction be eliminated because it is unnecessary.
Proposal 3.Z.
Elimination of the Fundamental Policy Regarding
Special Meetings Called by Stockholders
Applicable Funds:
ALCGF
Proposal:
It is proposed that this fundamental investment restriction, 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 Restriction:
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, 10% of the stockholders will no
longer be able to call special meetings.
Proposal 3.Z.1
Elimination of the Fundamental Policy Regarding Investment Grade Securities
Applicable Funds:
ABS and AGIF
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:
ABS has a fundamental policy "not to invest only in investment grade
securities." AGIF has a fundamental policy to invest "only in investment grade
securities." In making its recommendation 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 shareholders 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. AGIF
has no current intention to invest significantly in high yield securities. ABS
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 Proposals 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.
PROPOSAL FOUR
Proposal 4.A.
Reclassification of Each Fund's
Fundamental Investment Objective as Non-fundamental
Applicable Funds:
ABT - All Funds, AGRGF, AGSIT, AMMST, AMIF - All Portfolios, and
AMIF II - All Portfolios
Stockholders are being asked to approve the reclassification of the Funds'
fundamental investment objective as non-fundamental. In making this
recommendation, Alliance advised the Boards that the Funds' investment
objectives are not required by the 1940 Act to be a fundamental policy that is
changeable only by a shareholder 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
reclassifications would give the Boards the flexibility to revise a Fund's
investment objective to respond to changed market conditions or other
circumstances in a timely manner without the delay and expense of obtaining a
shareholder vote. If reclassified as a non-fundamental investment objective, the
Boards may change a Fund's investment objective in the future without
stockholder approval. If this Proposal is approved, Alliance intends to provide
stockholders with advance notice of not less than 30 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 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,
the investment objective will remain fundamental, and the Fund would be required
to solicit stockholder votes each time it sought to modify a 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:
AAGIT, ABF-Corporate Bond Portfolio, ABF-Quality Bond Portfolio, ABF - U.S.
Government Portfolio, ABS, ACF - Small Cap Growth Portfolio, AEMDF, AFGIF,
AGHCF, AGIF, AGTF, AHYF, AInstF - Real Estate Investment Institutional Fund,
ALCGF, AMCGF, AMIF - All Portfolios, AMIF II - All Portfolios, AREIF, AUIF, and
TAP-Growth Fund
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.
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. AAGIT
Current Investment Objective: Proposed Investment Objective:
(Fundamental) (Non-fundamental)
The Fund's investment objective is the The Fund's investment objective is to
highest level of current income, generate current income, consistent
consistent with what Alliance considers with preservation of capital.
to 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 Mexico, their political
subdivisions (included 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 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"). Alliance advised the Board that there are 30 countries that are
members of the OECD, with three-quarters of these countries considered to be
developed countries. 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. ABF-Corporate Bond Portfolio
Current Investment Objective: Proposed Investment Objective:
(Fundamental) (Non-fundamental)
The Fund's investment objective is The Fund's investment objective is to
primarily to maximize income over the maximize total returns from price
long term to the extent consistent with appreciation and income.
providing reasonable safety in the value
of each shareholder's investment, and
secondarily to increase its capital
through appreciation of its investments
in order to preserve and, if possible,
increase the purchasing power of each
shareholder'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.
3. ABF-Quality Bond Portfolio
Current Investment Objective: Proposed Investment Objective:
(Fundamental) (Non-fundamental)
The Fund's investment objective is high The Fund's investment objective is to
current income consistent with generate income and price appreciation
preservation of capital by investing in without assuming what Alliance
investment grade fixed-income considers undue risk.
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 yield available to the Fund's stockholders without
a significant increase in long-term volatility or risks.
4. ABF - U.S. Government Portfolio
Current Investment Objective: Proposed Investment Objective:
(Fundamental) (Non-fundamental)
The Fund's investment objective is a The Fund's investment objective is to
high level of current income that is generate income and price appreciation
consistent with Alliance's determination without assuming what Alliance
of 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 investing in government securities remain the same.
5. ABS
Current Investment Objective: Proposed Investment Objective:
(Fundamental) (Non-fundamental)
The Fund's investment objective is high The Fund's investment objective is
return through a combination of current total return consistent with
income and capital appreciation. reasonable risk, through 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. Alliance recommended this change to the Board in order
to simplify and standardize the objectives as well as to give the Fund greater
flexibility in implementing its investment strategies.
6. ACF - Small Cap Growth Portfolio
Current Investment Objective: Proposed Investment Objective:
(Fundamental) (Non-fundamental)
The Fund's investment objective is The Fund's investment objective is
growth of capital by pursuing aggressive long-term growth of capital.
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 give the Fund flexibility in implementing its investment strategies and
greater ability to pursue long-term growth opportunities.
7. AEMDF
Current Investment Objective: Proposed Investment Objective:
(Fundamental) (Non-fundamental)
The Fund's investment objective is The Fund's investment objective is to
primarily a high level of current income maximize total returns from price
and, secondarily, capital appreciation. appreciation and income.
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.
8. AFGIF
Current Investment Objective: Proposed Investment Objective:
(Fundamental) (Non-fundamental)
The Fund's investment objective is The Fund's investment objective is
long-term growth of capital through the long-term growth of capital.
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.
9. AGHCF
Current Investment Objective: Proposed Investment Objective:
(Fundamental) (Non-fundamental)
The Fund's investment objective is The Fund's investment objective is
capital appreciation and, secondarily, long-term growth of capital.
current income.
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 give the Fund greater flexibility in implementing its investment
strategies.
10. AGIF
Current Investment Objective: Proposed Investment Objective:
(Fundamental) (Non-fundamental)
The Fund's investment objective is The Fund's investment objective is
appreciation through investments long-term growth of capital.
primarily in dividend-paying common
stocks of good quality, although the
Fund may invest in fixed-income and
convertible securities.
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 give the Fund greater flexibility in implementing its investment
strategies.
11. AGTF
Current Investment Objective: Proposed Investment Objective:
(Fundamental) (Non-fundamental)
The Fund's investment objective is The Fund's investment objective is
growth of capital. Current income is long-term growth of capital
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 give the Fund greater
flexibility in implementing its investment strategies and greater ability to
pursue long-term growth opportunities.
12. AHYF
Current Investment Objective Proposed Investment Objective:
(Fundamental) (Non-fundamental)
The Fund's investment objective is high The Fund's investment objective is to
total return by maximizing current maximize total returns from price
income and, to the extent consistent appreciation and income.
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.
13. AInstF - Real Estate Investment Institutional Fund and AREIF
Current Investment Objective: Proposed Investment Objective:
(Fundamental) (Non-fundamental)
The Fund's investment objective is total The Fund's investment objective is
return from long-term growth of capital total return from long-term growth of
and income principally through investing capital and income.
in equity securities of companies that
are primarily engaged in or related to
the real estate 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 give the
Fund greater flexibility in implementing its investment strategies and greater
ability to pursue long-term growth opportunities.
14. ALCGF
Current Investment Objective: Proposed Investment Objective:
(Fundamental) (Non-fundamental)
The Fund's investment objective is The Fund's investment objective is
long-term growth of capital by long-term growth of capital.
investing predominantly in equity
securities 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 give the Fund greater flexibility in
implementing its investment strategies.
15. AMCGF
Current Investment Objective: Proposed Investment Objective:
(Fundamental) (Non-fundamental)
The Fund's investment objective is The Fund's investment objective is
long-term growth of capital and income long-term growth of capital.
primarily through investments in common
stocks.
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
give the Fund greater flexibility in implementing its investment strategies.
16. AMIF - All Portfolios (except AMIF- Insured California Portfolio) and
AMIF II - All Portfolios
Current Investment Objective: Proposed Investment Objective:
(Fundamental) (Non-fundamental)
The Fund's investment objective is to The Fund's investment objective is to
earn the highest level of current earn the highest level of current
income, exempt from Federal and state income, exempt from Federal and state
taxation to the extent described in taxation, that is available without
[the] Prospectus, that is available assuming what Alliance considers to be
without assuming what Alliance undue 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.
17. AMIF- Insured California Portfolio
Current Investment Objective: Proposed Investment Objective:
(Fundamental) (Non-fundamental)
The Fund's investment objective is to The Fund's investment objective is to
provide as high a level of current earn the highest level of current
income, exempt from Federal income tax income, exempt from Federal and state
and California personal income tax as taxation, that is available without
is consistent with the preservation of assuming what Alliance considers to be
capital. 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.
18. AUIF
Current Investment Objective: Proposed Investment Objective:
(Fundamental) (Non-fundamental)
The Fund's investment objective is The Fund's investment objective is
current income and capital current income and long-term growth of
appreciation by investing primarily in capital.
equity and fixed-income securities of
companies in the utilities 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 give the
Fund greater flexibility in implementing its investment strategies and greater
ability to pursue long-term growth opportunities.
19. TAP-Growth Fund
Current Investment Objective: Proposed Investment Objective:
(Fundamental) (Non-fundamental)
The Fund's investment objective is The Fund's investment objective is
long-term growth of capital. Current long-term growth of capital.
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 give the Fund greater flexibility in implementing its investment
strategies and greater ability to pursue long-term growth opportunities.
The Board, including the Independent Directors, of each Fund unanimously
recommends that the stockholders of each Fund vote 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.
Part III - Independent Registered Public Accounting Firms
Approval of Independent Registered Public Firms by Boards
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 ABF - Quality Bond Portfolio, AEMDF, AGSIT, AInstF,
AMIF, AMMST, AFGIF, AREIF, 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, Ernst & Young LLP, independent
registered public accounting firms to audit the accounts of ABF - Quality Bond
Portfolio, AEMDF, AGSIT, AInstF, and AMIF for the fiscal year ending October 31,
2005 and AFGIF, AREIF, and ABT for the fiscal year ending November 30, 2005.
At meetings held on September 30, 2004, the Board of each of AGIF, ABS, and AUIF
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
firms to audit the accounts of AGIF for the fiscal year ending October 31, 2005
and ABS and AUIF for the fiscal year ending November 30, 2005.
At meetings held on May 9-12, 2005, the Board of the following Funds: AGRGF,
AGHCF, AMCGF, ALCGF, and TAP - AllianceBernstein Growth Fund, 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 firms to
audit the accounts of AGRGF and AGHCF for the fiscal year ending June 30, 2006,
and AMCGF, ALCGF, and TAP - AllianceBernstein Growth Fund for the fiscal year
ending July 31, 2006.
At meetings held on May 9-12, 2005, the Board of ACF and AGCF 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 firms 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 AGTF, 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 firms 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 AIGF and AIRGF, 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 firms to
audit the Funds' account for the fiscal year ending July 31, 2006.
At meetings held on [insert dates], the Board of each of AAGIT, ABF - U.S.
Government Portfolio, ABF - Corporate Bond Portfolio, AHYF, AMIF II, and TAP
(excluding the AllianceBernstein Growth Fund) 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 firms to audit the accounts of TAP
(excluding the AllianceBernstein Growth Fund) for the fiscal year ending August
31, 2006 and AAGIT, ABF - U.S. Government Portfolio, ABF - Corporate Bond
Portfolio, AHYF, and AMIF II for the fiscal year ending September 30, 2006.
At meetings held on August 3, 2005, the Board of AEXR, 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 firms to audit the Fund's account
for the fiscal year ending September 30, 2006.
Ernst & Young LLP has audited the accounts of ABF - Quality Bond Portfolio, ABF
- - U.S. Government Portfolio, ABF Corporate Bond Portfolio, EMD, AGSIT, AInstF,
AMMST, AFGIF, AREIF, ABT, AGTF, AMIF, and AMIF II for its 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.
PricewaterhouseCoopers LLP has audited the accounts of AGIF, ABS, AUIF, AGRGF,
AGHCF, AMCGF, ALCGF, TAP - AllianceBernstein Growth Fund, and AEXR for its last
two fiscal years, and has represented that it does not have any direct financial
interest or any material indirect financial interest in the Fund.
Representatives of Ernst & Young LLP and PricewaterhouseCoopers LLP are expected
to attend the Meeting and to have the opportunity to make a statement and
respond to appropriate questions from the stockholders.
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 for
professional services rendered for: (i) the audit of the Fund's annual financial
statements included in the Fund's annual report(s) 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 and; (iii) tax compliance, tax advice and tax return
preparation; and (iv) aggregate non-audit services provided to the Fund,
Alliance and entities that control, are controlled by or under common control
with Alliance 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*
---------- ------------ -------- ---------- -------------
- ------------------------------------------------------------------------------------------------------------------------------------
AAGIT(1) 2003 $51,000 $7,855 $11,842 n/a $568,662
2004 $54,000 $3,290 $24,804 n/a $1,229,826
- ------------------------------------------------------------------------------------------------------------------------------------
ABF - 2003 $29,250 $1,024 $3,469 n/a $34,543
Corporate Bond Portfolio(2) 2004 $47,000 $5,145 $25,064 n/a $1,231,941
- ------------------------------------------------------------------------------------------------------------------------------------
ABF - 2003 $21,450 $751 $3,356 n/a $134,157
Quality Bond 2004 $42,000 $4,970 $22,871 n/a $1,129,573
Portfolio(3)
- ------------------------------------------------------------------------------------------------------------------------------------
ABF - U.S. Government 2003 $32,500 $1,138 $3,356 n/a $34,544
Portfolio(2) 2004 $50,000 $5,250 $22,871 n/a $1,229,853
- ------------------------------------------------------------------------------------------------------------------------------------
ABSS - U.S. Large Cap 2003 n/a n/a n/a n/a n/a
Portfolio(4) 06/30
2004 $39,000 $6,936 $14,900 n/a $785,883
09/30
2004 $25,500 $1,020 $8,600 n/a $33,042
- ------------------------------------------------------------------------------------------------------------------------------------
ABS5 2003 $24,000 $1,348 $13,300 n/a $118,570
2004 $40,000 $3,175 $18,400 n/a $771,777
- ------------------------------------------------------------------------------------------------------------------------------------
ABT - AllianceBernstein 2003 $24,000 $2,217 $10,370 n/a $660,988
Value Fund 2004 $27,000 $5,145 $20,135 n/a $1,163,380
- ------------------------------------------------------------------------------------------------------------------------------------
ABT - AllianceBernstein 2003 $24,000 $2,215 $10,370 n/a $660,985
Small/Mid Cap Value 2004 $27,000 $5,145 $14,135 n/a $1,157,380
Fund
- ------------------------------------------------------------------------------------------------------------------------------------
ABT - AllianceBernstein 2003 $32,000 $2,495 $27,445 n/a $678,340
International Value 2004 $35,000 $5,625 $25,355 n/a $1,169,081
Fund
- ------------------------------------------------------------------------------------------------------------------------------------
ABT - AllianceBernstein 2003 $20,000 $2,050 $10,691 n/a $661,141
Global Value Fund 2004 $27,000 $2,345 $16,955 n/a $1,157,401
- ------------------------------------------------------------------------------------------------------------------------------------
ACF(6) 2003 $36,125 $6,000 $12,753 n/a $672,268
2004 $38,000 $6,038 $13,635 n/a $857,274
- ------------------------------------------------------------------------------------------------------------------------------------
AEMDF(7) 2003 $33,150 $1,604 $0 n/a $388,604
2004 $54,000 $6,423 $30,804 n/a $1,138,959
- ------------------------------------------------------------------------------------------------------------------------------------
AEXR 2003 $24,500 $3,180 $4,038 n/a $756,777
2004 $27,000 $2,114 $4,500 n/a $799,882
- ------------------------------------------------------------------------------------------------------------------------------------
AFGIF 2003 $35,000 $1,302 $11,466 n/a $664,433
2004 $38,000 $4,130 $19,335 n/a $1,161,565
- ------------------------------------------------------------------------------------------------------------------------------------
AGCF 2003 $25,125 $9,933 $11,100 n/a $708,448
2004 $24,000 $7,721 $13,479 n/a $858,801
- ------------------------------------------------------------------------------------------------------------------------------------
AGHCF 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
- ------------------------------------------------------------------------------------------------------------------------------------
AGIF 2003 $35,000 $9,279 $14,031 n/a $716,590
2004 $39,000 $3,135 $18,000 n/a $781,203
- ------------------------------------------------------------------------------------------------------------------------------------
AGRGF 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
- ------------------------------------------------------------------------------------------------------------------------------------
AGSIT 2003 $52,000 $9,047 $14,814 n/a $772,826
2004 $55,000 $3,325 $23,038 n/a $1,128,095
- ------------------------------------------------------------------------------------------------------------------------------------
AGTF(10) 2003 $51,000 $9,200 $14,925 n/a $578,040
2004 $50,000 $8,558 $15,528 n/a $861,687
- ------------------------------------------------------------------------------------------------------------------------------------
AHYF(11) 2003 $32,500 $1,138 $0 n/a $1,138
2004 $52,000 $9,173 $30,003 n/a $1,240,908
- ------------------------------------------------------------------------------------------------------------------------------------
AInstF - AllianceBernstein 2003 $27,000 $2,372 $12,173 n/a $763,510
Real Estate Investment 2004 $30,000 $2,603 $24,003 n/a $1,128,338
Institutional Fund
- ------------------------------------------------------------------------------------------------------------------------------------
AInstF - AllianceBernstein 2003 $24,000 $2,267 $11,465 n/a $762,697
Premier Growth 2004 $28,000 $2,603 $17,370 n/a $1,121,705
Institutional Fund
- ------------------------------------------------------------------------------------------------------------------------------------
AIGF 2003 $49,000 $9,620 $27,355 n/a $1,204,6488
2004 $54,000 $11,255 $15,500 n/a $1,109,0479
- ------------------------------------------------------------------------------------------------------------------------------------
AIRGF(10) 2003 $41,600 $5,859 $17,000 n/a $546,579
2004 $42,000 $750 $14,793 n/a $742,617
- ------------------------------------------------------------------------------------------------------------------------------------
ALCGF(10) 2003 $37,600 $2,800 $14,063 n/a $540,583
2004 $39,000 $1,708 $14,400 n/a $743,182
- ------------------------------------------------------------------------------------------------------------------------------------
AMCGF(10) 2003 $37,600 $5,053 $15,238 n/a $544,011
2004 $39,000 $1,560 $14,790 n/a $743,424
- ------------------------------------------------------------------------------------------------------------------------------------
AMIF - California 2003 $26,500 $2,317 $19,124 n/a $770,406
Portfolio 2004 $28,500 $2,398 $30,702 n/a $1,134,832
- ------------------------------------------------------------------------------------------------------------------------------------
AMIF- Insured California 2003 $26,500 $2,278 $7,771 n/a $759,014
Portfolio 2004 $28,500 $2,398 $11,193 n/a $1,115,323
- ------------------------------------------------------------------------------------------------------------------------------------
AMIF - National Portfolio 2003 $26,500 $2,298 $12,511 n/a $763,774
2004 $28,500 $2,398 $19,621 n/a $1,123,751
- ------------------------------------------------------------------------------------------------------------------------------------
AMIF - Insured National 2003 $26,500 $2,277 $7,838 n/a $759,080
Portfolio 2004 $28,500 $2,398 $11,442 n/a $1,115,572
- ------------------------------------------------------------------------------------------------------------------------------------
AMIF - New York 2003 $26,500 $2,295 $11,871 n/a $763,131
Portfolio 2004 $28,500 $2,398 $19,009 n/a $1,123,139
- ------------------------------------------------------------------------------------------------------------------------------------
AMIF II - Arizona 2003 $19,500 $2,916 $11,222 n/a $663,103
Portfolio 2004 $21,500 $2,153 $14,175 n/a $1,218,060
- ------------------------------------------------------------------------------------------------------------------------------------
AMIF II - Florida 2003 $19,500 $2,917 $12,215 n/a $664,097
Portfolio 2004 $21,500 $2,153 $14,175 n/a $1,218,060
- ------------------------------------------------------------------------------------------------------------------------------------
AMIF II - Massachusetts 2003 $19,500 $2,908 $9,988 n/a $661,861
Portfolio 2004 $21,500 $2,153 $14,175 n/a $1,218,060
- ------------------------------------------------------------------------------------------------------------------------------------
AMIF II - Michigan 2003 $19,500 $2,914 $9,846 n/a $661,725
Portfolio 2004 $21,500 $2,153 $14,175 n/a $1,218,060
- ------------------------------------------------------------------------------------------------------------------------------------
AMIF II - Minnesota 2003 $19,500 $2,908 $8,205 n/a $660,075
Portfolio 2004 $21,500 $2,153 $14,175 n/a $1,218,060
- ------------------------------------------------------------------------------------------------------------------------------------
AMIF II - New Jersey 2003 $19,500 $2,896 $11,966 n/a $663,827
Portfolio 2004 $21,500 $2,153 $14,175 n/a $1,218,060
- ------------------------------------------------------------------------------------------------------------------------------------
AMIF II - Ohio Portfolio 2003 $19,500 $2,914 $10,573 n/a $662,452
2004 $21,500 $2,153 $14,175 n/a $1,218,060
- ------------------------------------------------------------------------------------------------------------------------------------
AMIF II - Pennsylvania 2003 $19,500 $2,914 $10,762 n/a $662,641
Portfolio 2004 $21,500 $2,153 $14,175 n/a $1,218,060
- ------------------------------------------------------------------------------------------------------------------------------------
AMIF II - Virginia 2003 $19,500 $2,914 $10,377 n/a $662,256
Portfolio 2004 $21,500 $2,153 $14,175 n/a $1,218,060
- ------------------------------------------------------------------------------------------------------------------------------------
AMMST 2003 $52,000 $6,047 $14,814 n/a $769,826
2004 $54,000 $3,290 $23,038 n/a $1,128,060
- ------------------------------------------------------------------------------------------------------------------------------------
AREIF 2003 $45,000 $2,527 $16,022 n/a $670,214
2004 $48,000 $3,080 $15,531 n/a $1,156,711
- ------------------------------------------------------------------------------------------------------------------------------------
AUIF 2003 $35,000 $3,346 $24,608 n/a $725,494
2004 $39,000 $1,560 $16,900 n/a $763,562
- ------------------------------------------------------------------------------------------------------------------------------------
SCB II Bernstein - 2003 $30,750 $6,758 $7,198 n/a $763,515
Intermediate 2004 $35,000 $1,400 $15,376 n/a $746,844
Institutional
Portfolio
- ------------------------------------------------------------------------------------------------------------------------------------
TAP - 2003 $38,600 $5,760 $14,224 n/a $1,425,746
AllianceBernstein 2004 $39,000 $3,060 $14,900 n/a $745,034
Growth Fund(12)
- ------------------------------------------------------------------------------------------------------------------------------------
TAP - 2003 n/a n/a n/a n/a n/a
Wealth Preservation 2004 $38,000 $3,420 $14,900 n/a $748,388
Strategy(13)
- ------------------------------------------------------------------------------------------------------------------------------------
TAP - 2003 $24,000 $1,253 $9,000 n/a $179,635
Tax-Managed Wealth 2004 $38,000 $2,920 $22,500 n/a $755,488
Preservation
Strategy(14)
- ------------------------------------------------------------------------------------------------------------------------------------
TAP - 2003 n/a n/a n/a n/a n/a
Balanced Wealth 2004 $38,000 $3,420 $14,900 n/a $748,388
Strategy(13)
- ------------------------------------------------------------------------------------------------------------------------------------
TAP- 2003 $22,800 $1,193 $9,000 n/a $179,575
Tax-Managed Balanced 2004 $38,000 $2,616 $26,000 n/a $758,684
Wealth Strategy(14)
- ------------------------------------------------------------------------------------------------------------------------------------
TAP- 2003 n/a n/a n/a n/a n/a
Wealth Appreciation 2004 $36,000 $3,340 $14,900 n/a $748,308
Strategy(13)
- ------------------------------------------------------------------------------------------------------------------------------------
TAP - 2003 n/a n/a n/a n/a n/a
Tax-Managed Wealth 2004 $36,000 $2,840 $14,900 n/a $747,808
Appreciation
Strategy(13)
- ------------------------------------------------------------------------------------------------------------------------------------
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 firms. A Fund's Audit Committee
policies and procedures also require pre-approval of all audit and non-audit
services provided to Alliance and Service Affiliates to the extent that these
services are directly related to the operations or financial reporting of the
Fund. 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, Alliance
and Service Affiliates in Table 1 for each Fund that were subject to
pre-approval by the Audit Committee for 2003 and 2004 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 firms to Alliance and Service Affiliates is compatible with
maintaining the registered public accounting firms' independence.
TABLE 2
- -----------------------------------------------------------------------------------------------
Fees for Non-Audit
Services Provided
to the Fund,
Alliance and Service
Affiliates Subject to Portion Comprised
Pre-Approval by Audit of Audit Related Portion Comprised
Committee Fees of Tax Fees
- -----------------------------------------------------------------------------------------------
AAGIT(1) 2003 $206,697 $194,855 $11,842
2004 $278,094 $253,290 $24,804
- -----------------------------------------------------------------------------------------------
ABF - 2003 $4,493 $1,024 $3,469
Corporate Bond 2004 $280,209 $255,145 $25,064
Portfolio(2)
- -----------------------------------------------------------------------------------------------
ABF - 2003 $104,107 $100,751 $3,356
Quality Bond 2004 $177,841 $154,970 $22,871
Portfolio(3)
- -----------------------------------------------------------------------------------------------
ABF - U.S. Government 2003 $4,494 $1,138 $3,256
Portfolio(2) 2004 $278,121 $255,250 $22,871
- -----------------------------------------------------------------------------------------------
ABSS - U.S. Large Cap 2003 n/a n/a N//A
Portfolio(4) 06/30
2004 $21,836 $6,936 $14,900
09/30
2004 $9,620 $1,020 $8,600
- -----------------------------------------------------------------------------------------------
ABS(5) 2003 $14,648 $1,348 $13,300
2004 $21,575 $3,175 $18,400
- -----------------------------------------------------------------------------------------------
ABT - AllianceBernstein 2003 $299,587 $289,217 $10,370
Value Fund 2004 $175,280 $155,145 $20,135
- -----------------------------------------------------------------------------------------------
ABT - AllianceBernstein 2003 $299,585 $289,215 $10,370
Small/Mid Cap 2004 $169,280 $155,145 $14,135
Value Fund
- -----------------------------------------------------------------------------------------------
ABT - AllianceBernstein 2003 $316,940 $289,495 $27,445
International Value 2004 $180,980 $155,625 $25,355
Fund
- -----------------------------------------------------------------------------------------------
ABT - AllianceBernstein 2003 $299,741 $289,050 $10,691
Global Value Fund 2004 $169,300 $152,345 $16,955
- -----------------------------------------------------------------------------------------------
ACF(6) 2003 $302,653 $289,900 $12,753
2004 $266,420 $252,785 $13,635
- -----------------------------------------------------------------------------------------------
AEMDF(7) 2003 $388,604 $388,604 $0
2004 $187,227 $156,423 $30,804
- -----------------------------------------------------------------------------------------------
AEXR 2003 $749,559 $3,180 $4,038
2004 $793,268 $2,114 $4,500
- -----------------------------------------------------------------------------------------------
AFGIF 2003 $299,768 $288,302 $11,466
2004 $173,465 $154,130 $19,335
- -----------------------------------------------------------------------------------------------
AGCF 2003 $304,933 $293,833 $11,100
2004 $267,945 $254,466 $13,479
- -----------------------------------------------------------------------------------------------
AGHCF 2003 n/a n/a n/a
2004 $269,010(9) $252,960(9) $16,050
- -----------------------------------------------------------------------------------------------
AGIF 2003 $23,310 $9,279 $14,031
2004 $21,135 $3,135 $18,000
- -----------------------------------------------------------------------------------------------
AGRGF 2003 n/a n/a n/a
2004 $265,245(9) $251,400(9) $13,845
- -----------------------------------------------------------------------------------------------
AGSIT 2003 $410,861 $396,047 $14,814
2004 $176,363 $153,325 $23,038
- -----------------------------------------------------------------------------------------------
AGTF(10) 2003 $208,025 $193,100 $14,925
2004 $270,831 $255,303 $15,528
- -----------------------------------------------------------------------------------------------
AHYF(11) 2003 $1,138 $1,138 $0
2004 $289,176 $259,173 $30,003
- -----------------------------------------------------------------------------------------------
AInstF - 2003 $401,545 $389,372 $12,173
AllianceBernstein 2004 $176,606 $152,603 $24,003
Real Estate
Investment
Institutional Fund
- -----------------------------------------------------------------------------------------------
AInstF - 2003 $400,732 $389,267 $11,465
AllianceBernstein 2004 $169,973 $152,603 $17,370
Premier Growth
Institutional Fund
- -----------------------------------------------------------------------------------------------
AIGF 2003
2004 $273,500(9) $258,000(9) $15,500
- -----------------------------------------------------------------------------------------------
AIRGF(10) 2003 $5,859 $17,000 $22,859
2004 $750 $14,793 $15,543
- -----------------------------------------------------------------------------------------------
ALCGF(10) 2003 $16,863 $2,800 $14,063
2004 $16,108 $1,708 $14,400
- -----------------------------------------------------------------------------------------------
AMCGF(10) 2003 $20,291 $5,053 $15,238
2004 $16,350 $1,560 $14,790
- -----------------------------------------------------------------------------------------------
AMIF - California 2003 $408,441 $389,317 $19,124
Portfolio 2004 $183,100 $152,398 $30,702
- -----------------------------------------------------------------------------------------------
AMIF- Insured 2003 $397,049 $389,278 $7,771
California Portfolio 2004 $163,591 $152,398 $11,193
- -----------------------------------------------------------------------------------------------
AMIF - National 2003 $401,809 $389,298 $12,511
Portfolio 2004 $172,019 $152,398 $19,621
- -----------------------------------------------------------------------------------------------
AMIF - Insured National 2003 $397,115 $389,277 $7,838
Portfolio 2004 $163,840 $152,398 $11,442
- -----------------------------------------------------------------------------------------------
AMIF - New York 2003 $401,166 $389,295 $11,871
Portfolio 2004 $171,407 $152,398 $19,009
- -----------------------------------------------------------------------------------------------
AMIF II - Arizona 2003 $301,138 $289,916 $11,222
Portfolio 2004 $266,328 $252,153 $14,175
- -----------------------------------------------------------------------------------------------
AMIF II - Florida 2003 $302,132 $289,917 $12,215
Portfolio 2004 $266,328 $252,153 $14,175
- -----------------------------------------------------------------------------------------------
AMIF II - Massachusetts 2003 $299,896 $289,908 $9,988
Portfolio 2004 $266,328 $252,153 $14,175
- -----------------------------------------------------------------------------------------------
AMIF II - Michigan 2003 $299,760 $289,914 $9,846
Portfolio 2004 $266,328 $252,153 $14,175
- -----------------------------------------------------------------------------------------------
AMIF II - Minnesota 2003 $298,113 $289,908 $8,205
Portfolio 2004 $266,328 $252,153 $14,175
- -----------------------------------------------------------------------------------------------
AMIF II - New Jersey 2003 $301,862 $289,896 $11,966
Portfolio 2004 $266,328 $252,153 $14,175
- -----------------------------------------------------------------------------------------------
AMIF II - Ohio Portfolio 2003 $263,487 $252,914 $10,573
2004 $266,328 $252,153 $14,175
- -----------------------------------------------------------------------------------------------
AMIF II - Pennsylvania 2003 $300,676 $289,914 $10,762
Portfolio 2004 $266,328 $252,153 $14,175
- -----------------------------------------------------------------------------------------------
AMIF II - Virginia 2003 $300,291 $289,914 $10,377
Portfolio 2004 $266,328 $252,153 $14,175
- -----------------------------------------------------------------------------------------------
AMMST 2003 $407,861 $393,047 $14,814
2004 $176,328 $153,290 $23,038
- -----------------------------------------------------------------------------------------------
AREIF 2003 $305,549 $289,527 $16,022
2004 $168,611 $153,080 $15,531
- -----------------------------------------------------------------------------------------------
AUIF 2003 $27,954 $3,346 $24,608
2004 $18,460 $1,560 $16,900
- -----------------------------------------------------------------------------------------------
SCB II Bernstein - 2003 $13,956 $6,758 $7,198
Intermediate 2004 $16,776 $1,400 $15,376
Institutional
Portfolio
- -----------------------------------------------------------------------------------------------
TAP - 2003 $19,984 $5,760 $14,224
AllianceBernstein 2004 $17,960 $3,060 $14,900
Growth Fund(12)
- -----------------------------------------------------------------------------------------------
TAP - 2003 n/a n/a n/a
Wealth Preservation 2004 $18,320 $3,420 $14,900
Strategy(13)
- -----------------------------------------------------------------------------------------------
TAP - 2003 $10,253 $1,253 $9,000
Tax-Managed Wealth 2004 $25,420 $2,920 $22,500
Preservation
Strategy(14)
- -----------------------------------------------------------------------------------------------
TAP - 2003 n/a n/a n/a
Balanced Wealth 2004 $18,320 $3,420 $14,900
Strategy(13)
- -----------------------------------------------------------------------------------------------
TAP- 2003 $10,193 $1,193 $9,000
Tax-Managed Balanced 2004 $28,616 $2,616 $26,000
Wealth Strategy(14)
- -----------------------------------------------------------------------------------------------
TAP- 2003 n/a n/a n/a
Wealth Appreciation 2004 $18,240 $3,340 $14,900
Strategy(13)
- -----------------------------------------------------------------------------------------------
TAP - 2003 n/a n/a n/a
Tax-Managed Wealth 2004 $17,740 $2,840 $14,900
Appreciation
Strategy(13)
- -----------------------------------------------------------------------------------------------
* 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.
(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
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 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.
Part IV - Proxy Voting and Stockholder Meetings
- -----------------------------------------------
All properly executed and timely received proxies will be voted in accordance
with the instructions marked thereon or otherwise provided therein. Accordingly,
unless instructions to the contrary are marked, proxies will be voted (i) for
the election of each of the nominees as a Director for a Fund (Proposal 1), (ii)
to approve the amendment and restatement of each Fund's charter (Proposal 2),
(iii) for the amendment, elimination or reclassification of certain of a Fund's
fundamental investment restrictions (Proposals 3.A. -3.Z.1), (iv) for the
reclassification of a Fund's investment objective as non-fundamental (Proposal
4.A.), and for reclassification as non-fundamental and changes to certain of the
Funds' investment objectives (Proposal 4.B). Any stockholder may revoke his or
her proxy at any time prior to its exercise by giving written notice to the
Secretary of a Fund at 1345 Avenue of the Americas, New York, New York 10105, by
signing another proxy of a later date, or by personally 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, the
approval of Proposal One requires the affirmative vote of a plurality of the
votes cast. The approval of Proposal Two requires the affirmative vote of a
majority of the votes entitled to be cast for each of AAGIT, ABS, ABSS, ABF,
ACF, AEMDF, AFGIF, AGRGF, AGSIT, AGTF, AGCF, AGIF, AGHCF, AHYF, AInstF, AIGF,
AIRGF, ALCGF, AMCGF, AMMST, AMIF, AREIF, and AUIF. The approval of Proposals
Three and Four requires a 1940 Act Majority, or 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 Fund's outstanding voting securities are present or represented
by proxy, or (ii) more than 50% of the outstanding voting securities of the
Fund. 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 and Proposal Four, 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. If any matter other than
the Proposals properly comes before the Meeting, the shares represented by
proxies will be voted on all such other Proposals 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 AAGIT, ABSS, ABF, AEMDF, AFGIF, AGRGF, AGSIT, AGCF,
AGHCF, AHYF, AInstF, AIGF, AIRGF, ALCGF, AMMST, AMIF, AREIF, and AUIF , a quorum
for the Meeting 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. With
respect to ABS, ACF, AEXR, AGIF, AGTF, AMCGF and AMIF II, a quorum for the
Meeting 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. With respect to ABT, a quorum for the Meeting 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. With respect to TAP, a quorum for the Meeting
will consist of the presence in person or by proxy of the holders of 30% of the
Fund's shares entitled to vote at the Meeting. Whether or not a quorum is
present at the Meeting for any Fund, if sufficient votes in favor of the
position recommended by the Boards on any Proposal described in the Proxy
Statement are not timely received, 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 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 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 Proposal One and Proposal Two
for their Fund and on any other business that may properly come before the
Meeting for that Fund and stockholders of each applicable Fund will vote
separately on Proposal Three and Proposal Four and on any other business that
may properly come before the Meeting for that Fund. An unfavorable vote by the
stockholders of one Fund will not affect the vote on any Proposal or any other
matter by the stockholders of another Fund.
Alliance has engaged [insert name of solicitation firm,], [insert address], to
assist in soliciting proxies for the Meeting. [Insert name of solicitation firm]
will receive a total fee of $[ ] for its services, to be paid by the Funds plus
reimbursement of out-of-pocket expenses.
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 of Directors until
his or her successor is duly elected and qualifies.
Position(s)
Name, Address and (Month and Year Principal Occupation during the
Date of Birth Year First Elected) past 5 years
- ----------------- ------------------- -------------------------------
Marc O. Mayer President and Chief See biography on page ____.
10/2/57 Executive Officer,
All Funds
[________]
Philip L. Kirstein Senior Vice President Senior Vice President and
5/29/45 and Independent Independent Compliance Officer -
Compliance Officer,
All Funds -Mutual Funds of ACMC,** with
[_________] which he has been associated since
October 2004. Prior thereto, he was
Of Counsel to 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. Gersten Treasurer and Senior Vice President of Alliance
10/4/50 Chief Financial Global Investor Services, Inc.
Officer, ("AGIS"),** and a Vice President
All Funds of AllianceBernstein Investment
[_________] Research and Management, Inc.,**
with which he has been associated
since prior to 2000.
Thomas R. Manley Controller, Vice President of ACMC,** with
8/3/51 AEXR which he has been associated since
AMIF prior to 2000.
AMIF II
[_________]
Vincent S. Noto Controller, Vice President of AGIS,** with
12/14/64 for all Funds except which he has been associated since
AEXR, AMIF prior to 2000.
and AMIF II
[_________]
Mark R. Manley Secretary Senior Vice President, Deputy
10/23/62 All Funds General Counsel and Chief
[_________] Compliance Officer of ACMC,** with
which he has been associated since
prior to 2000.
- ----------
* 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
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.
Percent of Each Class
Amount of of Common Stock Based
Name and Address of Beneficial on Shares Outstanding
Beneficial Owner Ownership as of August 4, 2005
- ------------------- ---------- ---------------------
AllianceBernstein Americas Government
Income Trust, Inc.
Class A
- -------
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor. 3
New York, NY 10001-2402 7,483,726 6.03%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245 8,476,803 6.83%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 10,621,650 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 11,178,872 9.01%
Class B
- -------
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor. 3
New York, NY 10001-2402 2,560,055 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 4,357,666 8.66%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245 4,907,084 9.75%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 7,282,889 14.47%
AllianceBernstein Balanced Shares, Inc.
Class A
- -------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 3,111,903 5.94%
Prudential Ret. Ins. & Ann. Co.
280 Trumbull Street
Hartford, CT 06103-3509 3,462,244 6.61%
Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4122 1,022,958 7.39%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 4,218,690 30.48%
Class B
- -------
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor. 3
New York, NY 10001-2402 1,989,753 5.55%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245 2,964,825 8.27%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 4,030,062 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 4,130,959 11.53%
Class C
- -------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 848,146 7.73%
First Clearing LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245 884,026 8.06%
CitiGroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402 958,760 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 2,559,244 23.32%
Class R
- -------
Reliance Trust Company Customer
FBO Welker Bearing Co.
P.O. Box 48529
Atlanta, GA 30362-1529 11,830 14.02%
Merrill Lynch
Attn: Fund Admin.
4800 Deer Lake Drive E 2nd Floor
Jacksonville, FL 32246-6484 66,076 78.31%
Class I
- -------
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712 577 99.02%
Advisor Class
- -------------
Fragomen Del Rey Bern & Loewry 40
Attn: Denise Flood
Personal and Confidential 401K
515 Madison Avenue, Floor 15
New York, NY 10022-5403 348,092 5.01%
Medical Consultants PC 401K Plan
Attn: Ellise Hayden
Personal and Confidential
2525 West University Avenue, Suite 300
Muncie, IN 47303-3400 386,800 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 411,616 5.93%
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 466,399 6.72%
Sanford Bernstein & Co LLC
1 North Lexington Avenue
White Plains, NY 10601-1712 566,594 8.16%
ABSS - U.S. Large Cap Portfolio
Class A
- -------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 638,656 14.75%
Class C
- -------
CitiGroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402 215,569 7.32%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 262,991 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 988,382 33.57%
Class R
- -------
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712 815 97.96%
Class K
- -------
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712 812 99.01%
Class I
- -------
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712 812 99.01%
Advisor Class
- -------------
Sanford Bernstein & Co. LLC
One North Lexington Avenue
White Plains, NY 10601-1712 69,540 9.20%
Merrill Lynch
Attn: Fund Admin.
4800 Deer Lake DR East 2nd Floor
Jacksonville, FL 32246-6484 72,981 9.65%
Alliance Capital Management LP
Attn: Gerry Friscia Controller
One North Lexington Avenue
White Plains, NY 10601 99,700 13.19%
Sanford Bernstein & Co. LLC
One North Lexington Avenue
White Plains, NY 10601-1712 108,557 14.36%
Trust For Profit Sharing Plan for
Employees of Alliance Capital Mgmt
LP Plan H
Attn: Diana Marotta, Floor 31
1345 Avenue of Americas
New York, NY 10105 248,127 32.82%
ABF-AllianceBernstein Corporate
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 2,130,497 5.21%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484 2,496,330 6.10%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 3,611,911 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 1,518,899 10.52%
Pershing LLC
PO Box 2052
Jersey City, NJ 07303 1,826,929 12.65%
First Clearing LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060 1,932,315 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 637,601 6.80%
CitiGroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402 814,588 8.68%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,419,299 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 2,163,792 23.07%
Class K
- -------
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712 577 99.02%
Class R
- -------
MG Trust Trustee
Prestige Plumbing Inc. 401K Plan
700 17th Street, Ste 300
Denver, CO 80202-3531 241 7.09%
MG Trust Trustee
Apt. Management Associates LL
700 17th Street, Ste 300
Denver, CO 80202-3531 253 7.44%
MG Trust Trustee
Swingvote 401K Retirement Plan
700 17th Street, Ste 300
Denver, CO 80202-3531 285 8.39%
MG Trust Trustee
Lawrence Semiconductor Research Lab
700 17th Street, Ste 300
Denver, CO 80202-3531 463 13.65%
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North. Lexington, Avenue
White Plains, NY 10601-1712 842 24.81%
MG Trust Trustee
Cammeby S. International, Ltd.
700 17th Street, Ste 300
Denver, CO 80202-3531 1,136 33.47%
Class I
- -------
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712 801 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 420,358 99.45%
ABF-AllianceBernstein Quality
Bond Portfolio
Class A
- -------
Union Bank of California Trust Nominee
Englewood Surgical Associates PA PSP
P.O. Box 85484
San Diego, CA 92186-5484 295,028 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 310,473 5.91%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 478,540 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 341,076 6.96%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484 571,575 11.67%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 687,574 14.04%
Class C
- -------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 070303-2 112,166 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 849,047 51.38%
Class R
- -------
Reliance Trust Co CUST
FBO Chemic Laboratories Inc. 401K
P.O. Box 48529
Atlanta, GA 30362-1529 294 23.18%
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712 950 74.79%
Class K
- -------
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712 967 99.01%
Class I
- -------
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712 967 100%
Advisor Class
- -------------
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1990-1992
500 Plaza Drive
Secaucus, NJ 07094-3619 2,383,433 5.37%
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1993-1995
500 Plaza Drive
Secaucus, NJ 07094-3619 2,442,494 5.50%
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1996-1998
500 Plaza Drive
Secaucus, NJ 07094-3619 2,477,798 5.58%
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1990-2001
500 Plaza Drive
Secaucus, NJ 07094-3619 2,528,559 5.69%
CollegeBound Fund
CBF-Quality Bond Fund
Customized Allocation 529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619 2,842,525 6.40%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1999-2001
500 Plaza Drive
Secaucus, NJ 07094-3619 3,651,362 8.22%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1996-1998
500 Plaza Drive
Secaucus, NJ 07094-3619 3,877,788 8.73%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1993-1995
500 Plaza Drive
Secaucus, NJ 07094-3619 4,162,741 9.37%
CollegeBound Fund
CBF-Balance Portfolio
529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619 4,271,690 9.62%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1990-1992
500 Plaza Drive
Secaucus, NJ 07094-3619 4,600,696 10.36%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1987-1989
500 Plaza Drive
Secaucus, NJ 07094-3619 6,001,738 13.51%
ABF-AllianceBernstein U.S.
Government 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 6,207,614 7.83%
Class B
- -------
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor. 3
New York, NY 10001-2402 1,101,605 5.10%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245 1,269,519 5.88%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 2,202,386 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 2,565,736 11.88%
Class C
- -------
CitiGroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402 707,160 5.65%
Ho Chunk Nation
Attn: Sharon Taylor
P.O. Box 640
Blk River Fls, WI 54615-0640 1,230,925 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 2,957,368 23.64%
Class R
- -------
MG Trust Trustee
Shumate Tri-City LLC
700 17th Street, Suite 300
Denver, CO 80202-3531 684 20.62%
Reliance Trust Co Cust
FBO Chemic Laboratories Inc. 401k
P.O. Box 48529
Atlanta, GA 30362-1529 1,210 36.49%
Alliance Capital Management LP
Attn Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712 1,401 42.23%
Class K
- -------
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712 1,425 99.00%
Class I
- -------
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712 1,425 100%
Advisor Class
- -------------
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1990-1992
500 Plaza Drive
Secaucus, NJ 07094-3619 3,183,246 5.71%
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1993-1995
500 Plaza Drive
Secaucus, NJ 07094-3619 3,262,238 5.85%
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1996-1998
500 Plaza Drive
Secaucus, NJ 07094-3619 3,308,912 5.93%
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1999-2001
500 Plaza Drive
Secaucus, NJ 07094-3619 3,715,814 6.66%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1996-1998
500 Plaza Drive
Secaucus, NJ 07094-3619 5,178,244 9.28%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1999-2001
500 Plaza Drive
Secaucus, NJ 07094-3619 5,365,630 9.62%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1993-1995
500 Plaza Drive
Secaucus, NJ 07094-3619 5,559,308 9.97%
CollegeBound Fund
CBF-Balanced Portfolio
529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619 5,705,531 10.23%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1990-1992
500 Plaza Drive
Secaucus, NJ 07094-3619 6,144,420 11.02%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1987-1989
500 Plaza Drive
Secaucus, NJ 07094-3619 6,858,958 12.30%
ACF-AllianceBernstein Small
Cap Growth 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 1,140,444 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 343,854 5.70%
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor. 3
New York, NY 10001-2402 401,904 6.66%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 480,005 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 872,209 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 104,875 6.46%
CitiGroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402 125,306 7.72%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484 431,137 26.55%
Class R
- -------
Alliance Capital Management LP
Attn:: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712 437 99.02%
Class K
- -------
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712 437 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 183,431 21.96%
College Bound Fund
CBF-Small Cap Growth
529 Plan
500 Plaza Dr.
Secaucus, NJ 07094-3619 225,043 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 426,223 51.04%
Advisor Class
- -------------
Citigroup Global Markets
333 W. 34th Street Floor 3
New York, NY 10001-2402 111,558 17.78%
Merrill Lynch
Mutual Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484 283,548 45.19%
AllianceBernstein Emerging Market Debt
Fund, Inc.
Class A
- -------
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245 1,313,453 5.31%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 1,702,295 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 1,806,843 7.30%
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor. 3
New York, NY 10001-2402 1,837,210 7.42%
Class B
- -------
Dean Witter Reynolds
Attn: Mutual Fund Operations
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311 350,405 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 374,385 6.00%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10705 Wheat First Dr.
Glenn Allen, VA 23060-9245 654,150 10.49%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th Street, Floor 3
New York, NY 10001-2402 660,339 10.58%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 070303-2052 858,620 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 579,351 5.62%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 648,515 6.29%
CitiGroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402 1,035,584 10.04%
Dean Witter Reynolds
Attn. Mutual Funds Opers
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311 1,036,703 10.05%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484 2,475,990 24.00%
AllianceBernstein Exchange Reserves
Class B
- -------
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th Street, Floor 3
New York, NY 10001-2402 6,815,779 5.76%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10705 Wheat First Dr.
Glenn Allen, VA 23060-9245 10,621,973 8.97%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 070303-2052 10,960,996 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 1,716,964 5.80%
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402 2,141,690 7.24%
Class R
- -------
Community Bank, NA DT FBO
Seaview Technologies 401(k) PS Plan
6 Rhoads Dr., Suite 7
Utica, NY 13502-6317 4,647 31.51%
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712 10,000 67.81%
Class K
- -------
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712 10,000 99.01%
Class I
- -------
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712 10,000 100%
Advisor Class
- -------------
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1993-1995
500 Plaza Drive
Secaucus, NJ 07094-3619 31,980,629 5.29%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1984-1986
500 Plaza Drive
Secaucus, NJ 07094-3619 34,188,343 5.65%
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1990-1992
500 Plaza Drive
Secaucus, NJ 07094-3619 42,358,389 7.00%
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1987-1989
500 Plaza Drive
Secaucus, NJ 07094-3619 42,631,389 7.05%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1996-1998
500 Plaza Drive
Secaucus, NJ 07094-3619 50,767,864 8.39%
CollegeBound Fund
CBF-Balanced Portfolio
529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619 55,937,173 9.25%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1993-1995
500 Plaza Drive
Secaucus, NJ 07094-3619 73,981,649 12.23%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1987-1989
500 Plaza Drive
Secaucus, NJ 07094-3619 113,143,835 18.70%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1990-1992
500 Plaza Drive
Secaucus, NJ 07094-3619 124,797,526 20.63%
AFGIF-AllianceBernstein Focused
Growth & Income Fund, Inc.
Class B
- -------
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245 745,458 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 1,585,475 12.74%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 2,455,105 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 831,668 16.70%
Pershing LLC
PO Box 2052
Jersey City, NJ 07303-2052 1,323,715 26.58%
Class R
- -------
Amvescap Natl Trust Co TTEE
FBO SMRT Inc 401K
PS Plan
P.O. Box 105779
Atlanta, GA 30348-5779 4,972 19.54%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484 16,039 63.04%
Class K
- -------
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712 655 99.02%
Class I
- -------
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712 655 99.64%
AllianceBernstein Global Health Care
Fund, Inc.
Class B
- -------
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor. 3
New York, NY 10001-2402 455,129 5.84%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245 659,604 8.46%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 696,869 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 1,248,460 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 148,282 7.53%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402 186,477 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 404,074 20.53%
Class R
- -------
Alliance Capital Management LP
Attn:: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712 867 99.02%
Class K
- -------
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712 867 100.00%
Class I
- -------
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712 867 100.00%
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 66,176 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 363,698 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 400,338 43.09%
AllianceBernstein Global Research
Growth Fund, Inc.
Class A
- -------
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245 212,273 5.66%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 305,267 8.14%
Class B
- -------
NFS LLC Febo
E.A. Kostelnik
Nicole A. Kostelnik
P.O. Box 99
Comfort, TX 78013-0099 3,858 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 5,116 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 6,262 12.07%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 11,213 21.62%
Class C
- -------
Raymond James & Associates, Inc.
FBO Warmke IRA
880 Carillon Parkway
St. Petersburg, FL 33716-1100 4,009 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 6,789 10.19%
Pershing LLC
PO Box 2052
Jersey City, NJ 07303-2 16,290 24.44%
Class R
- -------
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712 393 100.00%
Class K
- -------
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712 689 99.02%
Class I
- -------
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712 689 100.00%
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 120,832 6.27%
Alliance Capital Management LP
Attn: Ray Cardosi Controller
One North Lexington Avenue
White Plains, NY 10601-1712 199,700 10.36%
Vanguard Fidelity Trust Co. FBO
Kaiser Permanente Supplement Retirement
Plan/Plan B
P.O. Box 2600
Valley Forge, PA 19482-2600 227,852 11.82%
Vanguard Fidelity Trust Co. FBO
Kaiser Permanente Tax Shelter
Annuity Plan (TSA)
P.O. Box 2600
Valley Forge, PA 19482-2600 508,066 26.36%
Vanguard Fidelity Trust Co. FBO
Kaiser Permanente
401 K Retirement Plan
P.O. Box 2600
Valley Forge, PA 19482-2600 716,245 37.17%
AllianceBernstein Global Strategic
Income Trust, Inc.
Class A
- -------
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor. 3
New York, NY 10001-2402 197,802 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 288,763 10.05%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 391,311 13.62%
Class B
- -------
Dean Witter Reynolds
Attn: Mutual Fund Operations
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311 454,408 6.12%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 070303-2052 660,766 8.90%
Citigroup Global Markets
House Account
Attn: City Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402 678,002 9.13%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10705 Wheat First Dr.
Glenn Allen, VA 23060-9245 802,092 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 802,906 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 308,153 21.84%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402 105,926 7.51%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10705 Wheat First Dr.
Glen Allen, VA 23060-9245 119,705 8.48%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 070303-2052 169,353 12.00%
Class R
- -------
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712 1,130 99.01%
Class K
- -------
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712 1,130 99.28%
Class I
- -------
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712 1,130 100.00%
Advisor Class
- -------------
Nancy Nachman-Hunt
2542 Pine Street
Boulder, CO 80302-3803 14,700 7.25%
Barbara M. Jenkel
105 Marcover Drive
Chappaqua, NY 10514 50,341 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 99,182 48.89%
AllianceBernstein Global Technology
Fund, Inc.
Class A
- -------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 1,060,951 5.63%
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor. 3
New York, NY 10001-2402 1,208,300 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 1,460,677 7.76%
Class B
- -------
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10705 Wheat First Dr.
Glen Allen, VA 23060-9245 1,403,974 8.51%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 070303-2052 1,466,102 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 1,684,290 10.21%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402 1,726,264 10.47%
Class C
- -------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 271,388 5.32%
First Clearing LLC
Special Custody Acct for the Exclusive
Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245 341,030 6.68%
CitiGroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402 776,274 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 888,997 17.42%
Class R
- -------
Community Bank NA DT FBO
Seaview Technologies 401(K)
PS Plan
6 Rhoads Drive, Ste 7
Utica, NY 13502-6317 82 6.04%
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712 185 13.67%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Drive East 2nd Floor
Jacksonville, FL 32246-6484 949 70.24%
Class K
- -------
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712 185 99.28%
Class I
- -------
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712 186 100.00%
Advisor Class
- -------------
Collegebound Fund
CBF-Technology Fund
Customized Allocation
500 Plaza Dr.
Secaucus, NJ 07094-3619 126,361 8.13%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484 149,056 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 319,364 20.54%
Collegebound Fund
CBF-Aggressive Growth Portfolio
529 Plan
500 Plaza Dr.
Secaucus, NJ 07094-3619 674,091 43.35%
AllianceBernstein Greater China
'97 Fund, Inc.
Class A
- -------
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245 103,377 7.09%
Dean Witter Reynolds
ATTN: Mutual Fund Operations
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311 114,158 7.83%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 167,620 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 211,115 14.48%
Class B
- -------
Dean Witter Reynolds
Attn: Mutual Fund Operations
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311 105,749 9.06%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 070303-2052 112,922 9.67%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10705 Wheat First Dr.
Glenn Allen, VA 23060-9245 162,863 13.95%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484 189,706 16.25%
Class C
- -------
CitiGroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402 56,516 5.51%
Legg Mason Wood Walker Inc.
Special Custody Account
FBO Customers
P.O. Box 1476
Baltimore, MD 21203-1476 65,002 6.34%
Dean Witter Reynolds
Attn. Mutual Funds Opers
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311 77,990 7.60%
First Clearing LLC
Special Custody Acct for the Exclusive
Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245 110,170 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 223,414 21.78%
Advisor Class
- -------------
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246-6484 73,602 34.96%
NFS LLC FEBO
NFS/FMTC SEP IRA
FBO Craig J. Edwards
33 Pebblewood Trail
Naperville, IL 60563-9062 97,324 46.22%
AllianceBernstein Growth and Income
Fund, Inc.
Class A
- -------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 41,990,989 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 42,901,324 6.03%
Class B
- -------
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor. 3
New York, NY 10001-2402 31,571,295 6.12%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245 42,157,496 8.17%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 57,269,055 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 81,288,479 15.75%
Class C
- -------
First Clearing LLC
Special Custody Acct for the Exclusive
Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245 11,205,720 5.66%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 13,253,225 6.69%
CitiGroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402 21,564,489 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 53,033,943 26.77%
Class R
- -------
Capital Bank & Trust Company FBO
Tech Tool & Mold 401 K Profit Sharing Plan
c/o Plan Premier/FAS Corp
8515 E Orchard Road # 2T2
Greenwood Village, CO 80111-5002 5,976 14.56%
Reliance Trust Company Customer
FBO Chemical Laboratories Inc.
401K
P.O. Box 48529
Atlanta, GA 30362-1529 12,942 31.52%
MG Trust Trustee
Ronald J. Synder
700 17th Street, Ste 300
Denver, CO 80202-3531 21,074 51.33%
Class K
- -------
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712 2,639 99.29%
Class I
- -------
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712 2,639 100.00%
Advisor Class
- -------------
Collegebound Fund
CBF-Aggressive Growth Portfolio
529 Plan
500 Plaza Dr.
Secaucus, NJ 07094-3619 23,162,792 7.19%
Collegebound Fund
CBF-Growth Portfolio
529 Plan
500 Plaza Dr.
Secaucus, NJ 07094-3619 30,921,356 9.59%
Merrill Lynch
Mutual Fund Operations
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484 70,200,709 21.78%
AllianceBernstein High Yield
Fund, Inc.
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 1,339,483 7.72%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 1,376,923 7.94%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245 1,494,071 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 2,609,377 15.04%
Class B
- -------
Dean Witter Reynolds
ATTN: Mutual Fund Operations
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311 1,388,038 5.26%
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor. 3
New York, NY 10001-2402 1,848,986 7.0%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 2,407,283 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 2,509,314 9.50%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245 3,927,321 14.87%
Class C
- -------
Pershing LLC
PO Box 2052
Jersey City, NJ 07303-2052 465,642 5.58%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402 699,182 8.38%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10705 Wheat First Dr.
Glen Allen, VA 23060-9245 985,009 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 1,413,077 16.94%
Class R
- -------
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712 1,613 99.01%
Class K
- -------
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712 1,613 100.00%
Class I
- -------
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712 1,613 100.00%
Advisor Class
- -------------
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1987-1989
500 Plaza Drive
Secaucus, NJ 07094-3619 2,448,230 6.14%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1996-1998
500 Plaza Drive
Secaucus, NJ 07094-3619 3,014,031 7.56%
CollegeBound Fund
CBF-Balanced Portfolio
529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619 3,327,015 8.34%
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1990-1992
500 Plaza Drive
Secaucus, NJ 07094-3619 3,708,969 9.30%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1987-1989
500 Plaza Drive
Secaucus, NJ 07094-3619 5,709,984 14.32%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1993-1995
500 Plaza Drive
Secaucus, NJ 07094-3619 6,479,044 16.25%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1990-1992
500 Plaza Drive
Secaucus, NJ 07094-3619 7,167,835 17.98%
AllianceBernstein International Growth
Fund, Inc.
Class A
- -------
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor. 3
New York, NY 10001-2402 1,254,450 5.34%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 1,654,834 7.05%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484 2,005,770 8.54%
Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4122 2,225,594 9.48%
Class B
- -------
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10705 Wheat First Dr.
Glenn Allen, VA 23060-9245 294,001 5.62%
Citigroup Global Markets
House Account
Attn: City Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402 470,106 8.99%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484 580,556 11.10%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 070303-2052 591,695 11.31%
Class C
- -------
Dean Witter Reynolds
Attn: Mutual Fund Operations
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311 134,294 5.64%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 070303-2052 276,785 11.63%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402 286,460 12.03%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484 507,810 21.33%
Class R
- -------
Emjayco FBO
Broad Mountain Partners 401(K)
Plan 351759
P.O. Box 170910
Milwaukee, WI 53217-0909 32,000 97.64%
Class K
- -------
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712 710 99.02%
Class I
- -------
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712 710 100.00%
Advisor Class
- -------------
Pershing LLC
PO Box 2052
Jersey City, NJ 07303-2052 50,126 7.53%
Charles Schwab & Co.
For the Benefit of Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4122 85,347 12.82%
Merrill Lynch
Mutual Fund Admin
4800 Deer Lake Drive, East 2nd Floor
Jacksonville, FL 32246-6484 357,777 53.73%
AllianceBernstein International
Research Growth Fund, Inc.
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 478,864 5.36%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 832,815 9.33%
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor. 3
New York, NY 10001-2402 895,154 10.03%
Class B
- -------
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10705 Wheat First Dr.
Glen Allen, VA 23060-9245 469,138 5.54%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402 557,969 6.58%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484 780,022 9.20%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 070303-2052 932,235 11.00%
Class C
- -------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 196,755 6.87%
First Clearing LLC
Special Custody Acct for the Exclusive
Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245 244,183 8.53%
CitiGroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402 434,461 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 463,768 16.19%
Advisor Class
- -------------
MLPF&S
For the Sole Benefit of its Customers
Attn:: Fund Administration
4800 Dear Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484 215,642 6.69%
Strafe & Co FAO
Munson Med Ctr Operating-SEG Assets
P.O. Box 160
Westerville, OH 43086-0160 523,383 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 1,074,140 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 1,132,826 35.14%
AllianceBernstein Large Cap Growth
Fund, Inc.
Class A
- -------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 4,401,436 6.26%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484 7,715,518 10.98%
Class B
- -------
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor. 3
New York, NY 10001-2402 6,878,115 7.64%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245 7,164,479 7.96%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 7,829,538 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 15,988,283 17.76%
Class C
- -------
First Clearing LLC
Special Custody Acct for the Exclusive
Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245 2,031,352 6.58%
CitiGroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402 3,015,642 9.77%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484 8,770,554 28.40%
Class R
- -------
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North. Lexington Avenue
White Plains, NY 10601-1712 603 10.78%
MG Trust Trustee
Belvedere Lambert & Houck
700 17th Street, Ste 300
Denver, CO 80202-3531 4,985 89.13%
Class K
- -------
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712 567 100.00%
Class I
- -------
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712 567 100.00%
Advisor Class
- -------------
Collegebound Fund
Growth Emphasis
Age Based Portfolio 1990-1992
500 Plaza Dr.
Secaucus, NJ 07094-3619 2,731,818 5.18%
Collegebound Fund
Age Based Portfolio 1999-2001
Aggressive Growth 529 Plan
500 Plaza Dr.
Secaucus, NJ 07094-3619 2,901,478 5.50%
Collegebound Fund
Growth Emphasis
Age Based Portfolio 1993-1995
500 Plaza Dr.
Secaucus, NJ 07094-3619 3,098,250 5.88%
Collegebound Fund
Growth Emphasis
Age Based Portfolio 1996-1998
500 Plaza Dr.
Secaucus, NJ 07094-3619 3,268,565 6.20%
Collegebound Fund
CBF-Balanced Portfolio
529 Plan
500 Plaza Dr.
Secaucus, NJ 07094-3619 3,609,604 6.85%
Collegebound Fund
Growth Emphasis
Age Based Portfolio 1999-2001
500 Plaza Dr.
Secaucus, NJ 07094-3619 4,191,206 7.95%
Collegebound Fund
CBF-Aggressive Growth Portfolio
529 Plan
500 Plaza Dr.
Secaucus, NJ 07094-3619 4,624,054 8.77%
Collegebound Fund
CBF-Growth Portfolio
529 Plan
500 Plaza Dr.
Secaucus, NJ 07094-3619 9,081,072 17.22%
AllianceBernstein Mid-Cap Growth
Fund, Inc.
Class B
- -------
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor. 3
New York, NY 10001-2402 766,073 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 789,826 6.19%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245 845,931 6.63%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 1,343,675 10.53%
Class C
- -------
First Clearing LLC
Special Custody Acct for the Exclusive
Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245 233,316 5.31%
Dean Witter Reynolds
Attn. Mutual Funds Opers
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311 270,324 6.15%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 330,201 7.51%
CitiGroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402 373,630 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 476,449 10.84%
Class R
- -------
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712 1,653 99.14%
Class K
- -------
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712 1,653 100.00%
Class I
- -------
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712 1,653 100.00%
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 2,545,904 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 3,031,311 29.05%
CollegeBound Fund
CBF-Mid Cap Growth
Customized Portfolio 529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619 3,501,030 33.56%
AMMST-AllianceBernstein Multi-Market
Strategy Trust, Inc.
Class A
- -------
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245 1,543,809 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 4,314,106 15.28%
Class B
- -------
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor. 3
New York, NY 10001-2402 64,109 6.18%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245 102,107 9.85%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 106,817 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 120,954 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 89,274 5.37%
Dean Witter Reynolds
Attn: Mutual Fund Operations
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311 92,150 5.55%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 070303-2052 105,079 6.32%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10705 Wheat First Dr.
Glen Allen, VA 23060-9245 105,944 6.38%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402 132,223 7.96%
Class R
- -------
Alliance Capital Management LP
Attn:: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712 1,754 99.01%
Class K
- -------
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712 1,754 99.50%
Class I
- -------
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712 1,754 100.00%
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 3,482,525 6.49%
Dean Witter Reynolds
ATTN: Mutual Fund Operations
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311 3,612,725 6.73%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 3,688,212 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 4,898,252 9.13%
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor. 3
New York, NY 10001-2402 6,906,576 12.87%
Class B
- -------
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402 683,904 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 764,467 6.14%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 070303-2052 857,952 6.89%
Class C
- -------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 856,864 7.26%
CitiGroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402 1,097,423 9.30%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484 3,021,876 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 374,977 5.40%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 604,939 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 709,391 10.21%
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor. 3
New York, NY 10001-2402 732,004 10.54%
Class B
- -------
Pershing LLC
PO Box 2052
Jersey City, NJ 07303-2052 65,033 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 145,696 12.05%
Class C
- -------
Dean Witter Reynolds
Attn. Mutual Funds Opers
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311 94,144 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 320,005 24.14%
CitiGroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402 356,762 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 620,810 5.08%
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor. 3
New York, NY 10001-2402 738,009 6.04%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 808,968 6.62%
Class B
- -------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 070303-2052 112,526 6.57%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10705 Wheat First Dr.
Glen Allen, VA 23060-9245 262,568 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 327,376 19.12%
Class C
- -------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 63,897 5.47%
First Clearing LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245 84,543 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 513,756 44.01%
AMIF - National Portfolio
Class A
- -------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 2,608,830 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 452,167 8.38%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10705 Wheat First Dr.
Glen Allen, VA 23060-9245 532,056 9.87%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 070303-2052 535,909 9.94%
Class C
- -------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 378,182 5.98%
First Clearing LLC
Special Custody Acct for the Exclusive
Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245 428,195 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 1,872,327 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 1,929,230 6.65%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 2,480,317 8.55%
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor. 3
New York, NY 10001-2402 4,186,987 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 865,459 6.18%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402 1,149,987 8.21%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 070303-2052 2,987,431 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 268,442 5.86%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 400,005 8.73%
CitiGroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402 462,403 10.09%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484 1,252,346 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 497,559 5.22%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 1,091,716 11.46%
Class B
- -------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 441,255 7.44%
Class C
- -------
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402 219,277 10.52%
Dean Witter Reynolds
Attn: Mutual Fund Operations
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311 236,156 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 403,175 19.34%
AMIF II - Florida Portfolio
Class A
- -------
Dean Witter Reynolds
ATTN: Mutual Fund Operations
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311 579,847 5.02%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 661,934 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 703,811 6.09%
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor. 3
New York, NY 10001-2402 1,193,195 10.32%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245 1,499,991 12.98%
Class B
- -------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 070303-2052 390,417 6.94%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th Street, Floor 3
New York, NY 10001-2402 401,785 7.14%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10705 Wheat First Dr.
Glenn Allen, VA 23060-9245 696,771 12.39%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484 745,058 13.25%
Class C
- -------
Dean Witter Reynolds
Attn. Mutual Funds Opers
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311 290,385 7.56%
First Clearing LLC
Special Custody Acct for the Exclusive
Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245 338,752 8.82%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 395,792 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 1,240,833 32.29%
AMIF II - Massachusetts Portfolio
Class A
- -------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 368,702 8.21%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484 389,296 8.67%
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor. 3
New York, NY 10001-2402 458,790 10.22%
Class B
- -------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 070303-2052 299,507 6.25%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484 388,277 8.11%
Class C
- -------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 070303-2052 160,015 5.05%
Merrill Lynch
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484 226,467 7.14%
Dean Witter Reynolds
Attn: Mutual Fund Operations
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311 362,681 11.44%
AMIF II - Michigan Portfolio
Class A
- -------
Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4122 268,411 5.53%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 663,375 13.68%
Class B
- -------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 070303-2052 298,660 7.63%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484 491,105 12.54%
Class C
- -------
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10705 Wheat First Dr.
Glen Allen, VA 23060-9245 291,992 7.12%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 070303-2052 380,541 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 680,384 16.58%
AMIF II - Minnesota Portfolio
Class A
- -------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 617,563 9.29%
Jas & Co.
C/o Bremer Trust
P.O. Box 986 St. Cloud, MN
56302-0986 704,233 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 88,613 6.04%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 070303-2052 227,468 15.51%
Class C
- -------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 244,190 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 507,351 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 505,252 6.41%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484 684,176 8.67%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 873,075 11.07%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245 1,275,414 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 510,203 8.04%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 070303-2052 679,958 10.71%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10705 Wheat First Dr.
Glenn Allen, VA 23060-9245 1,312,202 20.67%
Class C
- -------
CitiGroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402 290,566 7.96%
First Clearing LLC
Special Custody Acct for the Exclusive
Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245 591,793 16.22%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484 999,239 27.38%
AMIF II - Ohio 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 504,402 6.09%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245 625,643 7.55%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 921,235 11.12%
Class B
- -------
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10705 Wheat First Dr.
Glen Allen, VA 23060-9245 520,265 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 619,676 10.85%
Class C
- -------
CitiGroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402 259,183 5.48%
First Clearing LLC
Special Custody Acct for the Exclusive
Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245 552,500 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 1,142,607 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 427,047 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 493,127 6.69%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245 832,938 11.30%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 1,650,612 22.39%
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 283,103 6.85%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 070303-2052 508,709 12.31%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10705 Wheat First Dr.
Glenn Allen, VA 23060-9245 1,111,360 26.90%
Class C
- -------
First Clearing LLC
Special Custody Acct for the Exclusive
Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245 326,016 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 1,259,816 38.51%
AMIF II - Virginia Portfolio
Class A
- -------
Dean Witter Reynolds
ATTN: Mutual Fund Operations
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311 422,719 5.32%
Legg Mason Wood Walker Inc.
Special Custody Account
FBO Customers
P.O. Box 1476
Baltimore, MD 21203-1476 422,586 5.32%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484 536,803 6.76%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 705,500 8.88%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245 1,124,358 14.16%
Class B
- -------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 070303-2052 472,983 10.49%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin. (97D00)
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484 502,243 11.14%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10705 Wheat First Dr.
Glenn Allen, VA 23060-9245 1,037,926 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 394,269 15.07%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10705 Wheat First Dr.
Glen Allen, VA 23060-9245 434,891 16.62%
Legg Mason Wood Walker, Inc.
Special Custody Account
FBO Customers
P.O. Box 1476
Baltimore, MD 21203-1476 460,000 17.58%
AllianceBernstein Real Estate
Investment Fund, Inc.
Class A
- -------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 407,896 7.26%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484 544,582 9.70%
Class B
- -------
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402 350,344 7.89%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 070303-2052 410,847 9.25%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10705 Wheat First Dr.
Glen Allen, VA 23060-9245 438,24l 9.87%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6468 836,783 18.84%
Class C
- -------
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402 156,350 5.94%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 070303-2052 239,783 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 1,022,328 38.85%
Class R
- -------
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712 527 99.03%
Class K
- -------
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712 527 99.03%
Class I
- -------
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712 527 100.00%
Advisor Class
- -------------
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1996-1989
500 Plaza Drive
Secaucus, NJ 07094-3619 351,285 5.61%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1996-1989
500 Plaza Drive
Secaucus, NJ 07094-3619 364,228 5.82%
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1999-2001
500 Plaza Drive
Secaucus, NJ 07094-3619 392,643 6.27%
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1993-1995
500 Plaza Drive
Secaucus, NJ 07094-3619 393,411 6.28%
CollegeBound Fund
CBF-Balanced Portfolio
529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619 403,671 6.45%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1999-2001
500 Plaza Drive
Secaucus, NJ 07094-3619 567,289 9.06%
CollegeBound Fund
CBF-Aggressive Growth Portfolio
529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619 998,613 15.95%
CollegeBound Fund
CBF-Growth Portfolio
529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619 1,726,359 27.57%
ABT-AllianceBernstein Global Value
Fund
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 128,377 5.28%
Union Bank of California Trust Nominee
George Little Mgmt. LLC 401K PSP
P.O. Box 85484
San Diego, CA 92186-5484 141,583 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 287,370 11.81%
Class B
- -------
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th Street, Floor 3
New York, NY 10001-2402 62,174 5.64%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10705 Wheat First Dr.
Glenn Allen, VA 23060-9245 82,327 7.47%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 070303-2052 134,533 12.21%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484 166,113 15.08%
Class C
- -------
First Clearing LLC
Special Custody Acct for the Exclusive
Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245 29,283 5.29%
CitiGroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402 41,909 7.57%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 49,346 8.91%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484 109,855 19.84%
Class R
- -------
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712 775 99.02%
Class K
- -------
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712 775 99.02%
Class I
- -------
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712 775 100.00%
Advisor Class
- -------------
Sanford Bernstein & Co. LLC
One North Lexington Avenue
White Plains, NY 10601-1712 659,664 5.64%
Sanford Bernstein & Co. LLC
One North Lexington Avenue
White Plains, NY 10601-1712 779,840 6.67%
PIMS/Prudential Retirement
as Nominee for the TTEE/Customer
Plan 007
Alliance Capital Management
300 International Parkway, Ste 270
Heathrow, FL 32746-5028 1,686,704 14.42%
ABT-AllianceBernstein International
Value Fund
Class A
- -------
Dean Witter Reynolds
ATTN: Mutual Fund Operations
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311 2,860,411 5.75%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 3,977,877 7.99%
Charles Schwab & Co.
Mutual Funds Department
101 Montgomery
San Francisco, CA 94104-4122 5,515,512 11.08%
Class B
- -------
Dean Witter Reynolds
Attn: Mutual Fund Operations
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311 581,823 5.50%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th Street, Floor 3
New York, NY 10001-2402 836,726 7.91%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10705 Wheat First Dr.
Glenn Allen, VA 23060-9245 904,608 8.55%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 070303-2052 1,503,640 14.22%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484 1,612,029 15.24%
Class C
- -------
Legg Mason Wood Walker Inc.
Special Custody Account
FBO Customers
P.O. Box 1476
Baltimore, MD 21203-1476 874,640 5.60%
Dean Witter Reynolds
Attn. Mutual Funds Opers
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311 912,489 5.84%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,053,578 6.75%
CitiGroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402 1,242,260 7.95%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484 4,854,821 31.09%
Class R
- -------
Bremer Trust
Luekens Food Stores Inc.
401 K Plan
Attn: Trust Operations FRPS
P.O. Box 986
Saint Cloud, MN 56302-0986 7,272 5.21%
Reliance Trust Company Customer
FBO Southeastern Retina Association
P.O. Box 48529
Atlanta, GA 30262-1529 8,899 6.37%
Merrill Lynch
Attn: Fund Admin.
4800 Deer Lake Drive East 2nd Floor
Jacksonville, FL 32246-6484 97,792 70.02%
Class K
- -------
NFS LLC Febo
Gelco Companies 401K & PSP
Reliance Trust Co. TTEE
1745 Salem Industrial Dr., NE
Salem, OR 97303-4240 313 17.86%
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712 583 33.28%
NFS LLC Febo
Douglas Davison
Buck, Davison, Aldrich TTEES
1011 Commercial St, NE, Ste. 120
Salem, OR 97301-1036 856 48.85%
Class I
- -------
Sanford Bernstein & Co. LLC
1 N. Lexington Ave.
White Plains, NY 10601-1712 373,886 5.06%
Sanford Bernstein & Co. LLC
1 N. Lexington Ave.
White Plains, NY 10601-1712 985,598 13.33%
Sanford Bernstein & Co. LLC
1 N. Lexington Ave.
White Plains, NY 10601-1712 1,367,938 18.51%
Sanford Bernstein & Co. LLC
1 N. Lexington Ave.
White Plains, NY 10601-1712 3,388,786 45.85%
Advisor Class
- -------------
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1999-2001
500 Plaza Drive
Secaucus, NJ 07094-3619 3,593,176 5.14%
CollegeBound Fund
CBF-Aggressive Growth
529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619 4,733,752 6.78%
Merrill Lynch
Attn: Fund Admin.
4800 Deer Lake Drive E 2nd Floor
Jacksonville, FL 32246-6484 4,861,289 6.96%
Citigroup Global Markets
333 W. 34th Street Floor 3
New York, NY 10001-2402 5,065,226 7.25%
CollegeBound Fund
CBF-Growth Portfolio
529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619 8,178,129 11.71%
ABT-AllianceBernstein Small/Mid Cap
Value Fund
Class A
- -------
Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4122 1,313,698 5.42%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 3,528,165 14.55%
Class B
- -------
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10705 Wheat First Dr.
Glenn Allen, VA 23060-9245 1,115,963 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 1,812,398 11.75%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 070303-2052 3,170,932 20.56%
Class C
- -------
CitiGroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402 582,404 5.30%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,190,033 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 2,387,082 21.71%
Class R
- -------
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484 5,879 5.71%
Capital Bank & Trust Co
Joseph Jingoli & Son, Inc. 401(K) Plan
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 7,882 7.66%
MG Trust Trustee
Lawrence Semiconductor Research Lab
700 17th Street, Suite 300
Denver, CO 80202-3531 7,970 7.74%
Capital Bank & Trust Company Cust FBO
USA 401(k) Plan S/D IRA C/O
Planpremier/Fascorp 8515 East
Orchard Road, #2T2
Greenwood Village, CO 80111-5002 11,165 10.85%
Capital Bank & Trust
United SO Bank Emp 401(k) PSP
C/O Fascorp
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 11,266 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 13,336 12.95%
Capital Bank & Trust Company FBO Maine
Rubber International
401(K) Retirement Savings
C/O Planpremier/Fascorp
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 18,704 18.17%
Class K
- -------
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712 595 99.02%
Class I
- -------
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712 595 100.00%
Advisor Class
- -------------
CollegeBound Fund
Age Based Portfolio 1999-2001
500 Plaza Drive
Secaucus, NJ 07094-3619 1,242,241 5.88%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1999-2001
500 Plaza Drive
Secaucus, NJ 07094-3619 1,794,489 8.49%
CollegeBound Fund
CBF-Aggressive Growth Portfolio
529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619 1,895,430 8.97%
CollegeBound Fund
CBF-AllianceBernstein Small Cap
Customized Allocation
529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619 1,900,459 8.99%
CollegeBound Fund
CBF-Growth Portfolio
529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619 4,912,975 23.24%
ABT - AllianceBernstein Value Fund
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 1,119,876 6.64%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 3,104,843 18.40%
Class B
- -------
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th Street, Floor 3
New York, NY 10001-2402 774,343 5.84%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10705 Wheat First Dr.
Glenn Allen, VA 23060-9245 1,046,886 7.89%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 070303-2052 1,965,224 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 2,962,682 22.34%
Class C
- -------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 685,030 8.61%
CitiGroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402 698,300 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 2,238,312 28.14%
Class R
- -------
Reliance Trust Co Cust
FBO Shelor Motor Mile
P.O. Box 48529
Atlanta, GA 30362-1529 17,673 30.07%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484 38,829 66.06%
Class K
- -------
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712 779 99.02%
Class I
- -------
Mercer Trust Co. TTEE FBO
Thomson 401K Savings Plan
1 Investors Way
Norwood, MA 02062-1599 2,296,328 99.97%
Advisor Class
- -------------
CollegeBound Fund
CBF-Balanced Portfolio
529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619 2,511,546 5.03%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1999-2001
500 Plaza Drive
Secaucus, NJ 07094-3619 2,952,626 5.91%
CollegeBound Fund
AllianceBernstein Value Fund
Customized Allocation
500 Plaza Drive
Secaucus, NJ 07094-3619 3,352,473 6.71%
CollegeBound Fund
CBF-Growth Portfolio
529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619 5,369,820 10.75%
AllianceBernstein Utility Income
Fund, Inc.
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 275,019 6.05%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 574,028 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 527,626 7.91%
Pershing LLC
PO Box 2052
Jersey City, NJ 07303-2052 781,406 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 1,462,883 21.92%
Class C
- -------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 070303-2052 158,021 6.16%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402 202,275 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 966,877 37.70%
Class R
- -------
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712 612 99.02%
Class K
- -------
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712 612 99.02%
Class I
- -------
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712 612 100.00%
Advisor Class
- -------------
Pershing LLC
PO Box 2052
Jersey City, NJ 07303-2052 24,287 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 33,749 23.23%
TAP - AllianceBernstein Balanced
Wealth Strategy
Class A
- -------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 5,801,993 13.94%
Class B
- -------
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402 1,328,425 5.94%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10705 Wheat First Dr.
Glen Allen, VA 23060-9245 1,517,183 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 1,680,539 7.52%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 070303-2052 3,172,552 14.20%
Class C
- -------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,457,152 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 5,114,978 31.76%
Class R
- -------
Reliance Trust Company Customer
FBO Johnson Barrow Inc. 401K
P.O. Box 48529
Atlanta, GA 30362-1529 818 15.65%
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North. Lexington Avenue
White Plains, NY 10601-1712 910 17.42%
Reliance Trust Company Customer
FBO Shelor Motor Mile
P.O. Box 48529
Atlanta, GA 30362-1529 3,264 62.48%
Class K
- -------
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712 861 10.01%
MG Trust Co. Agent TTEE
Frontier Trust Co.
Thal-Mor Associates Retirement Pro.
P.O. Box 10699 Fargo, ND 58106-0699 7737 89.89%
Class I
- -------
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712 861 99.02%
Advisor Class
- -------------
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246-6484 486,491 11.16%
Trust for Profit Sharing Plan
for Employees of Alliance
Capital Management L.P. Plan A
Attn: Diana Marotta, Floor 31
1345 Avenue of Americas
New York, New York 10105 793,186 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 2,417,601 55.46%
TAP-AllianceBernstein Growth Fund
Class A
- -------
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245 1,764,125 5.83%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 1,977,650 6.53%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484 2,504,526 8.28%
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor. 3
New York, NY 10001-2402 2,766,322 9.14%
Class B
- -------
Dean Witter Reynolds
ATTN: Mutual Fund Operations
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311 1,310,582 5.69%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245 1,481,139 6.44%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 1,639,886 7.13%
Merrill Lynch
Mutual Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484 2,466,594 10.72%
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th St., Floor. 3
New York, NY 10001-2402 2,606,331 11.32%
Class C
- -------
Dean Witter Reynolds
Attn. Mutual Funds Opers
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311 464,310 5.76%
First Clearing LLC
Special Custody Acct for the Exclusive
Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245 523,743 6.49%
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402 1,116,521 13.84%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484 1,722,690 21.36%
Class R
- -------
Alliance Capital Management LP
Attn:: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712 304 33.31%
Community Bank, NA DT FBO
Seaview Technologies 401(K) PS Plan
6 Rhoads Dr., Suite 7
Utica, NY 13502-6317 606 66.36%
Class K
- -------
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712 304 100.00%
Class I
- -------
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712 304 99.50%
Advisor Class
- -------------
Merrill Lynch
Mutual Fund Admin
4800 Deer Lake Drive, East 2nd Floor
Jacksonville, FL 32246-6484 53,991 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 377,173 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 467,349 47.51%
TAP-AllianceBernstein Tax-Managed
Balanced Wealth Strategy
Class A
- -------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 2,160,543 18.00%
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 272,863 5.42%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 655,239 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 224,571 5.99%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 383,095 10.22%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484 947,500 25.27%
Advisor Class
- -------------
Wells Fargo Investments LLC
608 2nd Avenue, S. Floor 8
Minneapolis, MN 55402-1927 22,179 6.08%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Floor
Jacksonville, FL 32246-6484 27,427 7.34%
Pershing LLC
PO Box 2052
Jersey City, NJ 07303-2052 36,885 9.87%
Richard C. Galiardo
48 Lenox Road
Summit, NJ 07901-3733 40,599 10.86%
Wells Fargo Investments LLC
608 2nd Avenue S, Floor 8
Minneapolis, MN 55402-11927 58,092 15.54%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 070303-2052 111,309 29.78%
TAP - AllianceBernstein Tax-Managed
Wealth Appreciation Strategy
Class A
- -------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 1,635,542 38.51%
Class C
- -------
CitiGroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402 113,285 5.62%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 308,732 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 612,862 30.39%
Advisor Class
- -------------
Bonnie E. Orlowski & Frank P. Orlowski
JTWROS
1623 Third Avenue #28F
New York, NY 10128-3642 17,693 6.83%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 42,312 16.34%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484 123,001 47.49%
TAP-AllianceBernstein Tax-Managed
Wealth Preservation Strategy
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 317,186 5.12%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 1,023,222 16.53%
Class B
- -------
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245 304,408 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 398,576 10.50%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 495,040 13.04%
Class C
- -------
Pershing LLC
P.O. Box 2052
Jersey City, NY 07303-2052 194,031 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 596,700 26.34%
TAP-AllianceBernstein Wealth
Appreciation Strategy
Class A
- -------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 2,902,640 14.65%
Class B
- -------
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10705 Wheat First Dr.
Glenn Allen, VA 23060-9245 736,926 6.10%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484 789,005 6.54%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th Street, Floor 3
New York, NY 10001-2402 845,306 7.00%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 070303-2052 1,723,201 14.28%
Class C
- -------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,006,513 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 2,499,192 28.85%
Class R
- -------
MG Trust Trustee
Technology Architects, Inc.
700 17th Street, Suite 300
Denver, CO 80202-3531 474 5.29%
Reliance Trust Co Cust
FBO Shelor Motor Mile
P.O. Box 48529
Atlanta, GA 30362-1529 500 5.58%
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712 886 9.90%
MG Trust Trustee
Lawrence Semiconductor Research Lab
700 17th Street, Ste 300
Denver, CO 80202-3531 1,277 14.27%
Reliance Trust Company Cust
FBO Johnson Barrow Inc 401K
P.O. Box 48529 Atlanta, GA
30362-1529 1,374 15.36%
MG Trust Trustee
Emclay Enterprises Inc.
700 17th Street, Ste 300
Denver, CO 80202-3531 1,774 19.82%
MG Trust Trustee
Eastern Shipping Worldwide, Inc.
700 17th Street, Suite 300
Denver, CO 80202-3531 2,590 28.94%
Class K
- -------
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712 820 99.02%
Class I
- -------
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712 820 100.00%
Advisor Class
- -------------
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484 425,733 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 1,805,485 21.80%
PIMS/Prudential Retirement
as Nominee for the TTEE/Customer Plan 007
Alliance Capital Management
300 International Parkway, Ste 270
Heathrow, FL 32746-5028 5,350,735 64.61%
TAP - AllianceBernstein Wealth
Preservation Strategy
Class A
- -------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303 2,614,301 18.18%
Class B
- -------
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402 461,109 6.07%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10705 Wheat First Dr.
Glen Allen, VA 23060-9245 506,718 86.67%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 070303-2052 977,056 12.86%
Class C
- -------
First Clearing LLC
Special Custody Acct for the Exclusive
Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245 387,971 5.53%
Dean Witter Reynolds
Attn. Mutual Funds Opers
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311 430,370 6.14%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 890,562 12.70%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484 1,274,811 18.18%
Class R
- -------
MG Trust Trustee
Mosebach Funt Dayton & Duckworth
700 17th Street, Ste 300
Denver, CO 80202-3531 6,994 8.31%
Reliance Trust Company
FBO Knoxville Eye Surgery C 401K
P.O. Box 48529 Atlanta, GA 76,055 90.34%
30362-1529
Class K
- -------
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712 911 12.11%
MG Trust Co. Agent TTEE
Frontier Trust Co.
Thal-Mor Associates Retirement Pro.
P.O. Box 10699 Fargo, ND 58106-0699 6,598 87.77%
Class I
- -------
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712 911 100.00%
Advisor Class
- -------------
Raymond James & Associates Inc.
FBO Mann Leona
880 Carillon Parkway
St. Petersburg, FL 33716-1100 36,456 9.32%
Raymond James & Associates Inc.
FBO Manning Trust
880 Carillon Parkway
St. Petersburg, FL 33716-1100 45,487 11.63%
Pershing LLC
PO Box 2052
Jersey City, NJ 07303-2052 113,430 29.00%
Pershing LLC
PO Box 2052
Jersey City, NJ 07303-2052 149,265 38.16%
Information As To The Investment Adviser,
And Distributor Of The Funds
Each Fund's investment adviser is Alliance Capital Management L.P., 1345 Avenue
of the Americas, New York, New York 10105. Each Fund's distributor is
AllianceBernstein Investment Research and Management, 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 requirements 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.
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 Management
at (800) 227-4618 or contact [Dennis Bowden] at Alliance Capital Management
L.P., 1345 Avenue of the Americas, New York, New York 10105.
By Order of the Boards of Directors,
Mark R. Manley
Secretary
____________, 2005
New York, New York
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 Date is presented below. Each share is entitled to cast
one vote at the Meeting.
Maryland Corporations
AAGIT
ABS
ABSS
ABF
ACF
AEMDF
AFGIF
AGHCF
AGRGF
AGSIT
AGTF
AGCF
AGIF
AHYF
AInstF
AIGF
AIRGF
ALCGF
AMCGF
AMMST
AMIF
AREIF
AUIF
Massachusetts Business Trusts
AEXR
AMIF II
TAP
ABT
APPENDIX B - ADDITIONAL INFORMATION REGARDING DIRECTORS
Ownership in the Funds
- ----------------------
The dollar range of the Funds' securities owned by each Director 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 AllianceBernstein Fund Complex as of
a Fund as of [insert applicable date] [insert applicable date] [Alliance use
[Alliance use most recent practicable date] most recent practicable date]
------------------------------------------- -----------------------------
Ruth Block AAGIT: [________] [________]
ABSS: [________] [________]
ABF: [________] [________]
ABS: [________] [________]
ABT: [________] [________]
ACF: [________] [________]
AEMDF: [________] [________]
AEXR: [________] [________]
AFGIF: [________] [________]
AGHCF: [________] [________]
AGIF: [________] [________]
AGRGF [________] [________]
AGSIT: [________] [________]
AGTF: [________] [________]
AHYF: [________] [________]
AInstF: [________] [________]
AIGF [________] [________]
AIRGF [________] [________]
ALCGF: [________] [________]
AMCGF: [________] [________]
AMIF II: [________] [________]
AMIF: [________] [________]
AMMST: [________] [________]
AREIF: [________] [________]
AUIF: [________] [________]
TAP: [________] [________]
David H. Dievler AAGIT: [________] [________]
ABSS: [________] [________]
ABF: [________] [________]
ABS: [________] [________]
ABT: [________] [________]
ACF: [________] [________]
AEMDF: [________] [________]
AEXR: [________] [________]
AFGIF: [________] [________]
AGCF: [________] [________]
AGHCF: [________] [________]
AGIF: [________] [________]
AGRGF [________] [________]
AGSIT: [________] [________]
AGTF: [________] [________]
AHYF: [________] [________]
AInstF: [________] [________]
AIGF [________] [________]
AIRGF [________] [________]
ALCGF: [________] [________]
AMCGF: [________] [________]
AMIF: [________] [________]
AMIF II: [________] [________]
AMMST: [________] [________]
AREIF: [________] [________]
AUIF: [________] [________]
TAP: [________] [________]
John H. Dobkin AAGIT: [________] [________]
ABSS: [________] [________]
ABF: [________] [________]
ABS: [________] [________]
ABT: [________] [________]
ACF: [________] [________]
AEMDF: [________] [________]
AEXR: [________] [________]
AFGIF: [________] [________]
AGHCF: [________] [________]
AGIF: [________] [________]
AGRGF [________] [________]
AGSIT: [________] [________]
AGTF: [________] [________]
AHYF: [________] [________]
AInstF: [________] [________]
AIGF: [________] [________]
AIRGF: [________] [________]
ALCGF: [________] [________]
AMCGF: [________] [________]
AMIF: [________] [________]
AMIF II: [________] [________]
AMMST: [________] [________]
AREIF: [________] [________]
AUIF: [________] [________]
TAP: [________] [________]
Michael J. Downey AAGIT: [________] [________]
ABSS: [________] [________]
ABF: [________] [________]
ABS: [________] [________]
ABT: [________] [________]
ACF: [________] [________]
AEMDF: [________] [________]
AEXR: [________] [________]
AFGIF: [________] [________]
AGHCF: [________] [________]
AGIF: [________] [________]
AGRGF [________] [________]
AGSIT: [________] [________]
AGTF: [________] [________]
AHYF: [________] [________]
AIGF: [________] [________]
AIRGF: [________] [________]
AInstF: [________] [________]
ALCGF: [________] [________]
AMCGF [________] [________]
AMIF: [________] [________]
AMIF II: [________] [________]
AMMST [________] [________]
AREIF: [________] [________]
AUIF: [________] [________]
William H. Foulk, Jr. AAGIT: [________] [________]
ABSS: [________] [________]
ABF: [________] [________]
ABS: [________] [________]
ABT: [________] [________]
ACF: [________] [________]
AEMDF: [________] [________]
AEXR: [________] [________]
AFGIF: [________] [________]
AGCF: [________] [________]
AGHCF: [________] [________]
AGIF: [________] [________]
AGRGF [________] [________]
AGSIT: [________] [________]
AGTF: [________] [________]
AHYF: [________] [________]
AInstF: [________] [________]
AIGF: [________] [________]
AIRGF: [________] [________]
ALCGF: [________] [________]
AMCGF: [________] [________]
AMIF II: [________] [________]
AMIF: [________] [________]
AMMST: [________] [________]
AREIF: [________] [________]
AUIF: [________] [________]
TAP: [________] [________]
D. James Guzy AAGIT: [________] [________]
ABSS: [________] [________]
ABF: [________] [________]
ABS: [________] [________]
ABT: [________] [________]
ACF: [________] [________]
AEMDF: [________] [________]
AEXR: [________] [________]
AFGIF: [________] [________]
AGCF: [________] [________]
AGHCF: [________] [________]
AGIF: [________] [________]
AGRGF [________] [________]
AGSIT: [________] [________]
AGTF: [________] [________]
AHYF: [________] [________]
AInstF: [________] [________]
AIGF: [________] [________]
AIRGF: [________] [________]
ALCGF: [________] [________]
AMCGF: [________] [________]
AMIF II: [________] [________]
AMIF: [________] [________]
AMMST: [________] [________]
AREIF: [________] [________]
AUIF: [________] [________]
TAP: [________] [________]
Marc O. Mayer AAGIT: [________] [________]
ABSS: [________] [________]
ABF: [________] [________]
ABS: [________] [________]
ABT: [________] [________]
ACF: [________] [________]
AEMDF: [________] [________]
AEXR: [________] [________]
AFGIF: [________] [________]
AGHCF: [________] [________]
AGIF: [________] [________]
AGRGF [________] [________]
AGSIT: [________] [________]
AGTF: [________] [________]
AHYF: [________] [________]
AInstF: [________] [________]
AIGF [________] [________]
AIRGF [________] [________]
ALCGF: [________] [________]
AMCGF
AMIF: [________] [________]
AMIF II: [________] [________]
AMMST
AREIF: [________] [________]
AUIF: [________] [________]
TAP: [________] [________]
Marshall C. Turner, Jr. AAGIT: [________] [________]
ABSS: [________] [________]
ABF: [________] [________]
ABS: [________] [________]
ABT: [________] [________]
ACF: [________] [________]
AEMDF: [________] [________]
AEXR: [________] [________]
AFGIF: [________] [________]
AGCF: [________] [________]
AGHCF: [________] [________]
AGIF: [________] [________]
AGRGF [________] [________]
AGSIT: [________] [________]
AGTF: [________] [________]
AHYF: [________] [________]
AInstF: [________] [________]
AIGF: [________] [________]
AIRGF: [________] [________]
ALCGF: [________] [________]
AMCGF: [________] [________]
AMIF II: [________] [________]
AMIF: [________] [________]
AMMST: [________] [________]
AREIF: [________] [________]
AUIF: [________] [________]
TAP: [________] [________]
Compensation From the Funds
- ---------------------------
The aggregate compensation paid by a Fund to the Directors during the
Fund's respective fiscal year ended in either 2004 or 2005, the aggregate
compensation paid to the Directors during calendar year 2004 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 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.
Number of Number of
Investment Investment
Companies Portfolios
in the within the
Alliance- Alliance-
Compensation Bernstein Bernstein
from the Fund Complex, Fund Complex,
Alliance including the including the
Bernstein Funds, as to Funds, as to
Compensation from Fund Complex, which the which the
a Fund during its including the Director is a Director is a
Fiscal Year ended Funds, during Director or Director or
Name of Director/ in 2004 or 2005 2004 Trustee Trustee
- ----------------- ----------------- -------- ------------- -------------
Ruth Block $[2,200] AAGIT [$223,200] [41] [94]
$[4,000] ABSS
$[2,201] ABF
Corporate Bond
Portfolio
$[2,943] ABF
Quality Bond
Portfolio
$[2,201] ABF U.S.
Government
Portfolio
$[2,776] ABS
$[11,102] ABT
$[4,117] ACF
$[2,943] AEMDF
$[2,200] AEXR
$[2,776] AFGIF
$[3,556] AGHCF
$[2,943] AGIF
$[761] AGRGF
$[2,943] AGSIT
$[0] AGTF
$[2,200] AHYF
$[2,943] AInstF
$[3,556] AIGF
$[2,862] AIRGF
$[3,237] ALCGF
$[2, 986] AMCGF
$[2,945] AMIF
$[2,202]AMIF II
$[2,943] AMMST
$[2,776] AREIF
$[2,776] AUIF
$[17,274] TAP all
Funds except
Growth Fund
$[2,986] TAP -
Growth Fund
David H. Dievler $[2,179] AAGIT [$268,250] [45] [98]
$[3,158] ABSS
$[2,180] ABF
Corporate Bond
Portfolio
$[2,922] ABF
Quality Bond
Portfolio
$[2, 180] ABF U.S.
Government
Portfolio
$[2,755] ABS
$[11,018] ABT
$[4,102] ACF
$[2,922] AEMDF
$[2,179] AEXR
$[2,755] AFGIF
$[2,474] AGCF
$[3,545] AGHCF
$[2,922] AGIF
$[761] AGRGF
$[2,922] AGSIT
$[24,428] AGTF
$[2,179] AHYF
$[2,922] AInstF
$[3,545] AIGF
$[2,847] AIRGF
$[3,222] ALCGF
$[5,734] AMCGF
$$[2,924 ] AMIF
$[2,171] AMIF II
$[2,922] AMMST
$[2,755] AREIF
$[2,755] AUIF
$[17,180] TAP all
Funds except
Growth Fund
$[2,971] TAP -
Growth Fund
John H. Dobkin $[2,187] AAGIT [$252,900] [43] [96]
$[3,160] ABSS
$[2,188] ABF
Corporate Bond
Portfolio
$[2,930]
ABF Quality
Bond Portfolio
$[2,188] ABF U.S.
Government
Portfolio
$[2,763] ABS
$[11,050] ABT
$[4,107] ACF
$[2,930] AEMDF
$[2,187] AEXR
$[2,763] AFGIF
$[3,549] AGHCF
$[2,930] AGIF
$[761] AGRGF
$[2,930] AGSIT
$[0] AGTF
$[2,187] AHYF
$[2,930] AInstF
$[3,549] AIGF
$[2,852] AIRGF
$[3,102] ALCGF
$[5,614] AMCGF
$[ 2,931] AMIF
$[2,184] AMIF II
$[2,930] AMMST
$[2,763] AREIF
$[2,763] AUIF
$[17,213] TAP all
Funds except
Growth Fund
$[2,852] TAP -
Growth Fund
Michael J. Downey $[0] AAGIT [$0] [38] [66]
$[0] ABSS
$[0] ABF
$[0] ABS
$[0] ABT
$[0] ACF
$[0] AEMDF
$[0] AEXR
$[0] AFGIF
$[0] AGHCF
$[0] AGIF
$[0] AGRGF
$[0] AGSIT
$[0] AGTF
$[0] AHYF
$[0] AInstF
$[0] AIGF
$[0] AIRGF
$[0] ALCGF
$[0] AMCGF
$[0] AMIF
$[0] AMIF II
$[0] AMMST
$[0] AREIF
$[0] AUIF
William H. Foulk, Jr. $[3,483] AAGIT [$465,250] [49] [113]
$[4,464] ABSS
[$3,483] ABF
Corporate
Bond Portfolio
[$4,514] ABF
Quality Bond
Portfolio
[$3,483] ABF U.S.
Government
Portfolio
$[4,346] ABS
[$17,385] ABT
$[5,406] ACF
$[4,514] AEMDF
$[3,483] AEXR
$[4,346] AFGIF
$[3,779] AGCF
$[4,849] AGHCF
$[4,514] AGIF
$[761] AGRGF
$[4,514] AGSIT
$[25,733] AGTF
$[3,483] AHYF
$[4,514] AInstF
$[4,849] AIGF
$[4,151] AIRGF
$[4,526] ALCGF
$[4,275] AMCGF
$[4,519] AMIF
$[3,483] AMIF II
$[4,514] AMMST
$[4,346] AREIF
$[4,346] AUIF
$[24,999] TAP all
Funds except
Growth Fund
$[4,276] TAP -
Growth Fund
D. James Guzy $[0] AAGIT
$[0] ABSS
$[0] ABF Corporate
Bond Portfolio
$[0] ABF
Quality Bond
Portfolio
$[0] ABF U.S.
Government
Portfolio
$[0] ABS
$[0] ABT
$[0] ACF
$[0] AEMDF
$[0] AEXR
$[0] AFGIF
$[0] AGCF
$[0] AGHCF
$[0] AGIF
$[0] AGRGF
$[0] AGSIT
$[27,350] AGTF [$25,350] [1] [1]
$[0] AHYF
$[0] AInstF
$[0] AIGF
$[0] AIRGF
$[0] ALCGF
$[0] AMCGF
$[0] AMIF
$[0] AMIF II
$[0] AMMST
$[0] AREIF
$[0] AUIF
$[0] TAP all Funds
except Growth Fund
$[0] TAP -
Growth Fund
Marc O. Mayer [$-0] [$-0] [38] [66]
Marshall C. Turner, Jr. $[0] AAGIT
$[0] ABSS
[$0] ABF Corporate
Bond Portfolio
[$0] ABF
Quality Bond
Portfolio
[$0] ABF U.S.
Government
Portfolio
$[0] ABS
$[0] ABT
$[0] ACF
$[0] AEMDF
$[0] AEXR
$[0] AFGIF
$[0] AGHCF
$[0] AGIF
$[0] AGRGF
$[0] AGSIT
$[27,850] AGTF [$25,350] [1] [1]
$[0] AHYF
$[0] AInstF
$[0] AIGF
$[0] AIRGF
$[0] ALCGF
$[0] AMCGF
$[0] AMIF
$[0] AMIF II
$[0] AMMST
$[0] AREIF
$[0] AUIF
$[0] TAP all Funds
except Growth Fund
$[0] TAP -
Growth Fund
APPENDIX C
Governance and Nominating Committee 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:
o 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;
o to monitor, evaluate and make recommendations to the Board with
respect to the structure, size and functioning of the Board and
its committees;
o 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;
o 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;
o to review and make recommendations to the Board regarding
compensation of Board and committee members and staffing for
Board and committee chairmen; and
o 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.
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:
o size of the Board and desired qualifications and expertise of
Board members;
o appropriate Board committees, their size and membership;
o scheduling, agendas and minuting of Board and committee meetings;
o adequacy and timeliness of information provided to the Board and
committees;
o expectations of Board members, including attendance at meetings,
continuing education and ownership of shares of the Company;
o periodic evaluations of Board and committee performance; and
o 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 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.
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 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.
APPENDIX D
[______________________________]
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
- -------------- ------------ ------------ ------------ ------------
[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. 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 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.
(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. 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.
(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 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 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.
3. 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.
4. The current address of the principal office of the Corporation is
as set forth in Article Fourth of the foregoing amendment and restatement of the
Charter.
5. 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.
6. 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.
7. 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.
[SIGNATURE PAGE FOLLOWS]
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_.
ATTEST: [________________________________]
_____________________________ By:_______________________________(SEAL)
Secretary President
TABLE OF CONTENTS
Page
THE ALLIANCEBERNSTEIN FUNDS
[LOGO OF ALLIANCE CAPITAL]
Alliance Capital Management L.P.
- --------------------------------------------------------------------------------
NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT ___________,
2005
00250.0451 #590787v2
PROXY ALLIANCEBERNSTEIN FUNDS PROXY
===== =====
PROXY FOR A JOINT ANNUAL MEETING OF STOCKHOLDERS
PROXY IN CONNECTION WITH THE JOINT
ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD NOVEMBER 15, 2005
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARDS OF DIRECTORS OF THE
ALLIANCEBERNSTEIN FUNDS.
The undersigned stockholder hereby appoints Christina A. Morse and Carol H.
Rappa, or either of them, as proxies for the undersigned, with full power of
substitution in each of them, to attend the Joint Annual Meeting of Stockholders
(the "Meeting") of the AllianceBernstein Funds (each a "Fund", and collectively,
the "Funds") "to be held at 10:00 a.m., Eastern Time, on November 15, 2005 at
the offices of the AllianceBernstein Funds, 1345 Avenue of the Americas, 33rd
Floor, New York, New York 10105, and any postponements or adjournments thereof,
to cast on behalf of the undersigned all votes that the undersigned is entitled
to cast at the Meeting and otherwise to represent the undersigned at the Meeting
with all powers possessed by the undersigned if personally present at such
Meeting. The undersigned hereby acknowledges receipt of the Notice of Joint
Annual Meeting of Stockholders and accompanying Proxy Statement, revokes any
proxy heretofore given with respect to such Meeting and hereby instructs said
proxies to vote said shares as indicated on the reverse side hereof.
The Boards know of no reason why any of the nominees for Directors 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.
The votes entitled to be cast by the undersigned will be cast as instructed on
the reverse side hereof. If this proxy is executed but no instruction is given,
the votes entitled to be cast by the undersigned will be cast "FOR" the election
of each of the nominees as Directors (Proposal 1); "FOR" the amendment and
restatement of the charter of each Fund that is a Maryland corporation (Proposal
2); "FOR" the amendment, elimination, or reclassification as non-fundamental of
certain of the Funds' fundamental investment restrictions (Proposals 3.A. -
3.Z.1); "FOR" the reclassification of certain of the Fund's fundamental
investment objective as non-fundamental (Proposal 4.A.); "FOR" the approval of
changes to certain of the Funds' investment objectives (Proposal 4.B.1 - 19) and
in the discretion of the proxy holder(s) on any other matter that may properly
come before the Meeting or any adjournment or postponement thereof.
You may vote:
(i) By returning the signed proxy card; or
(ii) By telephone by calling toll-free (1-800-[___]-[____]); or
(iii) Via the Internet at https://___________________.
Please sign this proxy exactly as your name(s) appear(s) on the records of a
Fund. Joint owners should each sign personally. Trustees and other
representatives should indicate the capacity in which they sign, and where more
than one name appears, a majority must sign. If a corporation or another entity,
the signature should be that of an authorized officer who should state his or
her full title.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN THIS PROXY CARD
PROMPTLY IF YOU ARE NOT VOTING VIA THE INTERNET OR BY TELEPHONE. YOU MAY USE THE
ENCLOSED ENVELOPE.
ALLIANCEBERNSTEIN FUNDS
AllianceBernstein Americas Government Income Trust
AllianceBernstein Balanced Shares, Inc.
AllianceBernstein Blended Styles Series, Inc.
- - U.S. Large Cap Portfolio
AllianceBernstein Bond Fund, Inc.
- - AllianceBernstein Corporate Bond Portfolio
- - AllianceBernstein Quality Bond Portfolio
- - AllianceBernstein U.S. Government Portfolio
AllianceBernstein Cap Fund, Inc.
- - Small Cap Growth Portfolio
AllianceBernstein Emerging Market Debt Fund, Inc.
AllianceBernstein Exchange Reserves
AllianceBernstein Focused Growth & Income Fund, Inc.
AllianceBernstein Global Health Care Fund, Inc.
AllianceBernstein Global Research Growth Fund, Inc.
AllianceBernstein Global Strategic Income Trust, Inc.
AllianceBernstein Global Technology Fund, Inc.
AllianceBernstein Greater China '97 Fund, Inc.
AllianceBernstein Growth and Income Fund, Inc.
AllianceBernstein High Yield Fund, Inc.
AllianceBernstein Institutional Funds, Inc.
- - AllianceBernstein Premier Growth Institutional Fund
- - AllianceBernstein Real Estate Investment Institutional Fund
AllianceBernstein International Growth Fund, Inc.
AllianceBernstein International Research Growth Fund, Inc.
AllianceBernstein Large Cap Growth Fund, Inc.
AllianceBernstein Mid-Cap Growth Fund, Inc.
AllianceBernstein Multi-Market Strategy Trust, Inc.
AllianceBernstein Municipal Income Fund, Inc.
- - California Portfolio
- - Insured California Portfolio
- - Insured National Portfolio
- - National Portfolio
- - New York Portfolio
AllianceBernstein Municipal Income Fund II
Arizona Portfolio
Florida Portfolio
Massachusetts Portfolio
Michigan Portfolio
Minnesota Portfolio
New Jersey Portfolio
Ohio Portfolio
Pennsylvania Portfolio
Virginia Portfolio
The AllianceBernstein Portfolios
- - AllianceBernstein Growth Fund
- - AllianceBernstein Wealth Preservation Strategy
- - AllianceBernstein Tax-Managed Wealth Preservation Strategy
- - AllianceBernstein Balanced Wealth Strategy
- - AllianceBernstein Tax-Managed Balanced Wealth Strategy
- - AllianceBernstein Wealth Appreciation Strategy
- - Alliance Bernstein Tax-Managed Wealth Appreciation Strategy
AllianceBernstein Real Estate Investment Fund, Inc.
AllianceBernstein Trust
- - AllianceBernstein Value Fund
- - AllianceBernstein Small/Mid Cap Value Fund
- - AllianceBernstein International Value Fund
- - AllianceBernstein Global Value Fund
AllianceBernstein Utility Income Fund, Inc.
CONTROL NUMBER:
Your Board of Directors recommends that you vote "For" the election of all
Nominees, "For" Proposal 2, "For" Proposals 3.A.-3Z.1, and "For" Proposals 4.A.
and 4.B.1 - 18.
Please mark votes as in this example: /x/
Please note that the AllianceBernstein Institutional Funds, Inc. -
AllianceBernstein Premier Growth Institutional Fund is only being asked to vote
on the election of Directors. So references to "All Funds" in Proposals 2 and
Proposal 3 do not include that Fund.
Withhold
For All as to All For All
Nominees Nominees Except
1. Election of Directors. / / / / / /
All Funds except the AllianceBernstein
Greater China Fund, Inc.
01 Ruth Block 05 William H. Foulk, Jr.
02 David H. Dievler 06 D. James Guzy
03 John H. Dobkin 07 Marc O. Mayer
04 Michael J. Downey 08 Marshall C. Turner
(Instruction: To withhold authority to vote for any individual nominee(s) write
the number(s) of the nominee(s) on the line below.)
- -------------------------------------------
Withhold
For All as to All For All
Nominees Nominees Except
AllianceBernstein Greater China Fund, Inc. / / / / / /
01 David H. Dievler 02 William H. Foulk, Jr.
(Instruction: To withhold authority to vote for any individual nominee(s) write
the number(s) of the nominee(s) on the line below.)
- -------------------------------------------
For Against Abstain
2. The amendment and restatement of each
Fund's charter, which will repeal in
their entirety all currently existing
charter provisions and substitute
instead new provisions set forth in the
Form of Articles of Amendment and
Restatement attached to the
Statement as Appendix D. / / / / / /
All Funds except AllianceBernstein Exchange Reserves; AllianceBernstein Trust -
All Portfolios; AllianceBernstein Municipal Income Fund II - All Portfolios; and
The AllianceBernstein Portfolios - All Funds
For Against Abstain
3. The amendment, elimination, or / / / / / /
reclassification as non-fundamental of
the fundamental investment restrictions
regarding:
For Against Abstain
3.A. Diversification / / / / / /
All Funds except AllianceBernstein Americas Government Income Trust, Inc.;
AllianceBernstein Emerging Market Debt Fund, Inc.; AllianceBernstein Greater
China `97 Fund, Inc.; AllianceBernstein Global Strategic Income Trust, Inc.;
AllianceBernstein Municipal Income Fund, Inc. - California Portfolio, Insured
California Portfolio, and New York Portfolio; AllianceBernstein Municipal Income
Fund II - All Portfolios; and AllianceBernstein Multi-Market Strategy Trust,
Inc.
For Against Abstain
3.B. Borrowing Money and / / / / / /
Senior Securities
All Funds except AllianceBernstein International Growth Fund, Inc.; and
AllianceBernstein International Research Growth Fund, Inc.
For Against Abstain
3.C. Underwriting Securities / / / / / /
All Funds except AllianceBernstein Americas Government Income Trust, Inc.;
AllianceBernstein Emerging Market Debt Fund, Inc.; AllianceBernstein Greater
China `97 Fund, Inc.; AllianceBernstein Global Health Care Fund, Inc.;
AllianceBernstein Global Strategic Income Trust, Inc.; AllianceBernstein
International Growth Fund, Inc.; AllianceBernstein Multi-Market Strategy Trust,
Inc.; and The AllianceBernstein Portfolios - AllianceBernstein Balanced Wealth
Strategy, AllianceBernstein Wealth Appreciation Strategy, AllianceBernstein
Wealth Preservation Strategy, and AllianceBernstein Tax-Managed Wealth
Appreciation Strategy
For Against Abstain
3.D. Concentration of Investments / / / / / /
All Funds except AllianceBernstein International Growth Fund, Inc.;
AllianceBernstein International Research Growth Fund, Inc.; and
AllianceBernstein Multi-Market Strategy Trust, Inc.
For Against Abstain
3.E. Real Estate and Companies / / / / / /
that Deal in Real Estate
All Funds except AllianceBernstein International Growth Fund, Inc.; and
AllianceBernstein International Research Growth Fund, Inc.
For Against Abstain
3.F. Commodity Contracts and Future
Contracts / / / / / /
All Funds except AllianceBernstein International Growth Fund, Inc.; and
AllianceBernstein International Research Growth Fund, Inc.
For Against Abstain
3.G. Loans / / / / / /
All Funds
For Against Abstain
3.H. Joint Securities Trading Accounts / / / / / /
AllianceBernstein Americas Government Income Trust, Inc.; AllianceBernstein Bond
Fund, Inc. - Corporate Bond Portfolio, and U.S. Government Portfolio;
AllianceBernstein Cap Fund, Inc. - Small Cap Growth Portfolio; AllianceBernstein
Emerging Market Debt Fund, Inc.; AllianceBernstein Greater China `97 Fund, Inc.;
AllianceBernstein Global Strategic Income Trust, Inc.; AllianceBernstein
Institutional Funds, Inc.- Real Estate Investment Institutional Fund;
AllianceBernstein Large Cap Growth Fund, Inc.; AllianceBernstein Municipal
Income Fund, Inc. - California Portfolio, Insured National Portfolio, National
Portfolio, and New York Portfolio; AllianceBernstein Municipal Income Fund II -
All Portfolios; AllianceBernstein Multi-Market Strategy Trust, Inc.;
AllianceBernstein Real Estate Investment Fund, Inc.; AllianceBernstein Utility
Income Fund, Inc.; and The AllianceBernstein Portfolios - AllianceBernstein
Growth Fund
For Against Abstain
3.I. Exercising Control / / / / / /
All Funds except AllianceBernstein Blended Styles Series, Inc. - U.S. Large Cap
Portfolio; AllianceBernstein Bond Fund, Inc. - AllianceBernstein Quality Bond
Portfolio; AllianceBernstein Global Research Growth Fund, Inc.;
AllianceBernstein High Yield Fund, Inc.; AllianceBernstein International Growth
Fund, Inc.; AllianceBernstein International Research Growth Fund, Inc.;
AllianceBernstein Mid-Cap Growth Fund, Inc.; AllianceBernstein Municipal Income
Fund, Inc. - All Portfolios; AllianceBernstein Municipal Income Fund II - All
Portfolios; The AllianceBernstein Portfolios - AllianceBernstein Growth Fund,
AllianceBernstein Tax-Managed Balanced Wealth Strategy, and AllianceBernstein
Tax-Managed Wealth Preservation Strategy
For Against Abstain
3.J. Other Investment Companies / / / / / /
AllianceBernstein Americas Government Income Trust, Inc.; AllianceBernstein Bond
Fund, Inc. - AllianceBernstein Corporate Bond Portfolio, and AllianceBernstein
U.S. Government Portfolio; AllianceBernstein Balanced Shares, Inc.;
AllianceBernstein Emerging Market Debt Fund, Inc.; AllianceBernstein Exchange
Reserves; AllianceBernstein Growth and Income Fund, Inc.; AllianceBernstein
Global Research Growth Fund, Inc.; AllianceBernstein Large Cap Growth Fund,
Inc.; AllianceBernstein Multi-Market Strategy Trust, Inc.; and AllianceBernstein
Utility Income Fund, Inc.
For Against Abstain
3.K. Oil, Gas, and Other
Types of Mineral Leases / / / / / /
AllianceBernstein Americas Government Income Trust, Inc.; AllianceBernstein Bond
Fund, Inc. - AllianceBernstein Corporate Bond Portfolio, and AllianceBernstein
U.S. Government Portfolio; AllianceBernstein Balanced Shares, Inc;
AllianceBernstein Cap Fund, Inc. - Small Cap Growth Portfolio; AllianceBernstein
Emerging Market Debt Fund, Inc.; AllianceBernstein Growth and Income Fund, Inc.;
AllianceBernstein Global Strategic Income Trust, Inc.; AllianceBernstein Global
Technology Fund, Inc.; AllianceBernstein Institutional Funds, Inc. -
AllianceBernstein Real Estate Investment Institutional Fund; AllianceBernstein
Large Cap Growth Fund, Inc.; AllianceBernstein Mid-Cap Growth Fund, Inc.;
AllianceBernstein Multi-Market Strategy Trust, Inc.; AllianceBernstein Real
Estate Investment Fund, Inc.; and AllianceBernstein Utility Income Fund, Inc.
For Against Abstain
3.L. Purchases of Securities on Margin / / / / / /
All Funds except AllianceBernstein Trust - All Funds; AllianceBernstein Focused
Growth and Income Fund, Inc.; AllianceBernstein Global Health Care Fund, Inc.;
AllianceBernstein International Growth Fund, Inc; AllianceBernstein
International Research Growth Fund, Inc.; and The AllianceBernstein Portfolios -
All Funds
For Against Abstain
3.M. Short Sales / / / / / /
All Funds except AllianceBernstein Blended Styles Series, Inc. - U.S. Large Cap
Portfolio; AllianceBernstein Retail Fund, Inc. - AllianceBernstein Corporate
Bond Portfolio; AllianceBernstein Focused Growth and Income Fund, Inc.;
AllianceBernstein Global Health Care Fund, Inc.; AllianceBernstein Global
Research Growth Fund, Inc.; AllianceBernstein Global Technology Fund, Inc.;
AllianceBernstein International Growth Fund, Inc.; AllianceBernstein
International Research Growth Fund, Inc.; and The AllianceBernstein Portfolios -
All Funds
For Against Abstain
3.N. Pledging, Hypothecating, Mortgaging / / / / / /
or Otherwise Encumbering Assets
All Funds except AllianceBernstein Bond Fund, Inc. - AllianceBernstein Quality
Bond Portfolio, and AllianceBernstein U.S. Government Portfolio;
AllianceBernstein High Yield Fund, Inc.; AllianceBernstein International Growth
Fund, Inc; AllianceBernstein International Research Growth Fund, Inc.; The
AllianceBernstein Portfolios - AllianceBernstein Tax-Managed Balanced Wealth
Strategy, AllianceBernstein Growth Fund, and the AllianceBernstein Tax-Managed
Wealth Preservation Strategy; and AllianceBernstein Utility Income Fund, Inc.
For Against Abstain
3.O. Illiquid and Restricted Securities / / / / / /
AllianceBernstein Bond Fund, Inc. - AllianceBernstein Corporate Bond Portfolio;
Alliance Global Technology Fund, and AllianceBernstein Growth and Income Fund,
Inc.
For Against Abstain
3.P. Warrants / / / / / /
AllianceBernstein Americas Government Income Trust, Inc.; AllianceBernstein Bond
Fund, Inc. - AllianceBernstein Corporate Bond Portfolio, and AllianceBernstein
U.S. Government Portfolio; AllianceBernstein Balanced Shares, Inc.;
AllianceBernstein Cap Fund, Inc. - Small Cap Growth Portfolio; AllianceBernstein
Growth and Income Fund, Inc.; AllianceBernstein Large Cap Growth Fund, Inc.;
AllianceBernstein Mid-Cap Growth Fund, Inc.; and AllianceBernstein Multi-Market
Strategy Trust, Inc.
For Against Abstain
3.Q. Unseasoned Companies / / / / / /
AllianceBernstein Bond Fund, Inc. - AllianceBernstein Corporate Bond Portfolio;
AllianceBernstein Balanced Shares, Inc; AllianceBernstein Exchange Reserves;
AllianceBernstein Growth and Income Fund, Inc.; AllianceBernstein Large Cap
Growth Fund, Inc.; and AllianceBernstein Mid-Cap Growth Fund, Inc.
For Against Abstain
3.R. Requirement to Invest in Specific / / / / / /
Investments
AllianceBernstein Americas Government Income Trust, Inc.; AllianceBernstein
Balanced Shares, Inc., AllianceBernstein Global Technology Fund, Inc.; and
AllianceBernstein Large Cap Growth Fund, Inc.
For Against Abstain
3.S. 65% Investment Limitation / / / / / /
AllianceBernstein Bond Fund, Inc. - AllianceBernsteinCorporate Bond Portfolio,
and AllianceBernstein U.S. Government Portfolio; AllianceBernstein Municipal
Income Fund, Inc. - Insured California Portfolio, and Insured National
Portfolio; and AllianceBernstein Utility Income Fund, Inc.
For Against Abstain
3.T. Securities of Issuers in which / / / / / /
Officers or Directors/Partners
Have an Interest
AllianceBernstein Bond Fund, Inc. - AllianceBernstein Corporate Bond Portfolio;
AllianceBernstein Balanced Shares, Inc.; AllianceBernstein Cap Fund, Inc. -
Small Cap Growth Portfolio; AllianceBernstein Exchange Reserves;
AllianceBernstein Growth and Income Fund, Inc.; AllianceBernstein Large Cap
Growth Fund, Inc.; and AllianceBernstein Mid-Cap Growth Fund, Inc.
For Against Abstain
3.U. Purchasing or Selling Securities / / / / / /
Through Interested Parties
AllianceBernstein Mid-Cap Growth Fund, Inc.
For Against Abstain
3.V. Option Transactions / / / / / /
AllianceBernstein Americas Government Income Trust, Inc.; AllianceBernstein Cap
Fund, Inc. - Small Cap Growth Portfolio; AllianceBernstein Exchange Reserves;
AllianceBernstein Large Cap Growth Fund, Inc.; and AllianceBernstein Municipal
Income Fund II - All Portfolios
For Against Abstain
3.W. Purchasing Voting or Other
Securities / / / / / /
AllianceBernstein Emerging Market Debt Fund, Inc.; AllianceBernstein Exchange
Reserves; AllianceBernstein Mid-Cap Growth Fund, Inc.; and AllianceBernstein
Utility Income Fund, Inc.
For Against Abstain
3.X. Repurchase Agreements / / / / / /
AllianceBernstein Municipal Income Fund, Inc. - Insured California Portfolio
For Against Abstain
3.Y Transactions Effected Through / / / / / /
Affiliated Broker-Dealer
AllianceBernstein Large Cap Growth Fund, Inc.
For Against Abstain
3.Z. Special Meetings Called By
Stockholders / / / / / /
AllianceBernstein Large Cap Growth Fund, Inc.
For Against Abstain
3.Z.1. Investment Grade Securities / / / / / /
AllianceBernstein Balanced Shares, Inc.; and AllianceBernstein Growth and Income
Fund, Inc.
4. Approval of:
For Against Abstain
4.A. The reclassification of a Fund's / / / / / /
fundamental investment objective
as non-fundamental
AllianceBernstein Trust - All Funds; AllianceBernstein Emerging Market Debt
Fund, Inc.; AllianceBernstein Global Research Growth Fund, Inc.; and
AllianceBernstein Multi-Market Strategy Trust, Inc.
4.B. The reclassification as
non-fundamental and changes to
specific Funds' investment
objectives:
For Against Abstain
1. AllianceBernstein Americas / / / / / /
Government Income Trust, Inc.
2. AllianceBernstein Bond Fund, / / / / / /
Inc. - AllianceBernstein
Corporate Bond Portfolio
3. AllianceBernstein Bond Fund, / / / / / /
Inc. - AllianceBernstein
Quality Bond Portfolio
4. AllianceBernstein Bond Fund, / / / / / /
Inc. - AllianceBernstein
U.S. Government Portfolio
5. AllianceBernstein Balanced / / / / / /
Shares, Inc.
6. AllianceBernstein Cap Fund, / / / / / /
Inc. - Small Cap Growth
Portfolio
7. AllianceBernstein Emerging / / / / / /
Market Debt Fund, Inc.
8. AllianceBernstein Focused / / / / / /
Growth and Income Fund, Inc.
9. AllianceBernstein Global / / / / / /
Health Care Fund, Inc.
10. AllianceBernstein Growth and / / / / / /
Income Fund, Inc.
11. AllianceBernstein Global / / / / / /
Technology Fund, Inc.
12. AllianceBernstein High Yield / / / / / /
Fund, Inc.
13. AllianceBernstein / / / / / /
Institutional Funds, Inc. -
AllianceBernstein Real Estate
Investment Institutional Fund
AllianceBernstein Real / / / / / /
Estate Investment Fund, Inc.
14. AllianceBernstein Large Cap / / / / / /
Growth Fund, Inc.
15. AllianceBernstein Mid-Cap / / / / / /
Growth Fund, Inc.
16. AllianceBernstein Municipal / / / / / /
Income Fund (All Portfolios
except Insured California
Portfolio)
AllianceBernstein Municipal / / / / / /
Income Fund II - All
Portfolios
17. AllianceBernstein Municipal / / / / / /
Income Fund-Insured California
Portfolio
18. AllianceBernstein Utility / / / / / /
Income Fund, Inc.
19. The AllianceBernstein / / / / / /
Portfolios - AllianceBernstein
Growth Fund
5. To vote and otherwise represent the undersigned on any other matter that
may properly come before the meeting or any adjournment or postponement
thereof in the discretion of the proxy holder(s).
Please be sure to sign, date, and return
this Proxy card promptly.
You may use the enclosed envelope.
Dated:
_________________, 2005
----------------------
Signature
------------------------
Signature, if held jointly
00250.0451 #591823