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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:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-12
AllianceBernstein International Research Growth 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:
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[_] 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:
- --------------------------------------------------------------------------------
[LOGO] ALLIANCEBERNSTEIN (R)
Investment Research and Management
THE ALLIANCEBERNSTEIN FUNDS
1345 Avenue of the Americas, New York, New York 10105
September 6, 2005
Dear Stockholders:
The Boards of Directors/Trustees (the "Directors") of the AllianceBernstein
Funds listed in the accompanying Notice of Joint Annual Meeting of Stockholders
(each, a "Fund" and, collectively, the "Funds") are pleased to invite you to
the Joint Annual Meeting of Stockholders (the "Meeting") to be held on November
15, 2005. 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. Generally,
fundamental policies are policies that under federal law can only be changed by
a stockholder vote.
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.
Although not required, many of the Funds have investment objectives that are
fundamental. We are asking that you approve making these investment objectives
"non-fundamental". For some of the Funds, we are also asking that you approve
changes to a Fund's investment objective. As a non-fundamental policy, the
Fund's investment objective can be changed with approval of the Board in the
future without the need for the delay or expense of a stockholder vote.
The Directors have concluded that the 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 promptly by proxy. Computershare Fund Services, Inc.
("Computershare"), 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 Computershare
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
(the "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:
. the amendment and restatement of the charter of each Fund that is a
Maryland corporation;
. amendment, elimination or reclassification of certain Funds' fundamental
investment restrictions; and
. 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 (the
"Record Date") are entitled to vote at the Meeting or any adjournment or
postponement of the Meeting. You will be entitled to vote only on those
proposals that apply to the Fund of which you were a stockholder on the
Record Date. If you owned shares on the Record Date, you have the right to
vote even if you later redeemed the shares.
Q. WHAT ROLE DOES A BOARD PLAY?
A. A Board oversees the management of a Fund. Each of the Directors has an
obligation to act in what he or she believes to be the best interests of a
Fund, including approving and recommending charter and policy changes such
as those 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 FUND THAT IS ORGANIZED AS A MARYLAND CORPORATION?
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 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. Certain policies are required by the federal law applicable to mutual funds
to be fundamental, meaning they cannot be changed without a stockholder
vote. We are proposing to standardize these required fundamental policies so
that the Funds will have uniform policies. Many of the Funds adopted other
policies as fundamental when it was not necessary to do so. We are proposing
to eliminate many of these policies because they are no longer required due
to changes in applicable law and can now be eliminated. As explained in the
Proxy Statement, certain of these fundamental policies will be reclassified
and retained as non-fundamental policies, if stockholders approve making
them non-fundamental.
These Proposals would update the Funds' fundamental investment policies and
standardize them across the Funds. The Funds would continue to be managed in
accordance with the investment policies described in their prospectuses (as
such prospectuses are updated from time to time). We do not expect that the
revised policies would significantly change the way the Funds are managed.
Q. WHY ARE THE 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.
Consequently, a Fund is not usually required to have a stockholder vote to
change its objective 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 Americas Government Income and
Quality Bond, the proposed changes in investment objective would be
accompanied by changes to the Fund's investment strategies as discussed in
detail in the attached Proxy Statement. Any subsequent change in a Fund's
investment objective would be subject to prior approval by the Board of that
Fund. Stockholders will be given at least 60 days notice prior to the
implementation of a 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 5 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 for you
to identify 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 and submitting another proxy of a
later date, or (iii) by personally voting at the Meeting.
Q. WHAT NUMBER DO I CALL IF I HAVE QUESTIONS REGARDING THE PROXY?
A. Please call (866) 360-2513 if you have questions.
[LOGO] ALLIANCEBERNSTEIN (R)
Investment Research and Management
THE ALLIANCEBERNSTEIN FUNDS
- --------------------------------------------------------------------------------
1345 Avenue of the Americas, New York, New York 10105
- --------------------------------------------------------------------------------
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, 39th Floor, New York, New
York 10105, on November 15, 2005, at 3:00 p.m., Eastern Time, to consider and
vote on the following Proposals, all of which are more fully described in the
accompanying Proxy Statement dated September 6, 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 the charter of each Fund that is
organized as a Maryland corporation, 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. To transact such other business as may properly come before the Meeting
and any adjournments or postponements thereof.
Any stockholder of record of a Fund at the close of business on August 24,
2005 (the "Record Date") 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
at (866) 360-2513 or via the Internet as described on the enclosed Proxy Card.
The Board of Directors of each Fund recommends a vote "FOR" each Proposal.
By Order of the Boards of Directors,
Mark R. Manley
Secretary
New York, New York
September 6, 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 Card 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.
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(R)This is a mark used under license from the owner Alliance Capital Management
L.P.
AllianceBernstein Americas AllianceBernstein Large Cap Growth
Government Income Trust, Inc. Fund, Inc. ("Large Cap Growth")
("Americas Government Income")
AllianceBernstein Mid-Cap Growth
AllianceBernstein Balanced Shares, Fund, Inc. ("Mid-Cap Growth")
Inc. ("Balanced Shares")
AllianceBernstein Multi-Market
AllianceBernstein Blended Style Strategy Trust, Inc.
Series, Inc. ("ABSS") ("Multi-Market Strategy")
- U.S. Large Cap Portfolio ("U.S.
Large Cap") AllianceBernstein Municipal Income
Fund, Inc. ("AMIF")
AllianceBernstein Bond Fund, Inc. - California Portfolio
("ABF") - Insured California Portfolio
- AllianceBernstein Corporate - Insured National Portfolio
Bond Portfolio ("Corporate - National Portfolio
Bond") - New York Portfolio
- AllianceBernstein Quality Bond
Portfolio ("Quality Bond") AllianceBernstein Municipal Income
- AllianceBernstein U.S. Fund II ("AMIF II")
Government Portfolio ("U.S. - Arizona Portfolio
Government") - Florida Portfolio
- Massachusetts Portfolio
AllianceBernstein Cap Fund, Inc. - Michigan Portfolio
("ACF") - Minnesota Portfolio
- AllianceBernstein Small Cap - New Jersey Portfolio
Growth Portfolio ("Small Cap - Ohio Portfolio
Growth") - Pennsylvania Portfolio
- Virginia Portfolio
AllianceBernstein Emerging Market
Debt Fund, Inc. ("Emerging Market") The AllianceBernstein Portfolios
("TAP")
AllianceBernstein Exchange - AllianceBernstein Growth Fund
Reserves ("Exchange Reserves") ("Growth")
- AllianceBernstein Wealth
AllianceBernstein Focused Growth & Preservation Strategy ("Wealth
Income Fund, Inc. ("Focused Growth Preservation")
& Income") - AllianceBernstein Tax-Managed
Wealth Preser- vation Strategy
AllianceBernstein Global Health ("Tax-Managed Wealth
Care Fund, Inc. ("Global Health Preservation")
Care") - AllianceBernstein Balanced
Wealth Strategy ("Balanced
AllianceBernstein Global Research Wealth")
Growth Fund, Inc. ("Global - AllianceBernstein Tax-Managed
Research Growth") Balanced Wealth Strategy
("Tax-Managed Balanced Wealth")
AllianceBernstein Global Strategic - AllianceBernstein Wealth
Income Trust, Inc. ("Global Appreciation Strategy ("Wealth
Strategic Income") Appreciation")
- AllianceBernstein Tax-Managed
AllianceBernstein Global Wealth Apprecia- tion Strategy
Technology Fund, Inc. ("Global ("Tax-Managed Wealth
Technology") Appreciation")
AllianceBernstein Greater China AllianceBernstein Real Estate
'97 Fund, Inc. ("Greater China") Investment Fund, Inc. ("Real
Estate")
AllianceBernstein Growth and
Income Fund, Inc. ("Growth & AllianceBernstein Trust ("ABT")
Income") - AllianceBernstein Value Fund
("Value")
AllianceBernstein High Yield Fund, - AllianceBernstein Small/Mid Cap
Inc. ("High Yield") Value Fund ("Small/Mid Cap
Value")
AllianceBernstein Institutional - AllianceBernstein International
Funds, Inc. ("AIF") Value Fund ("International
- AllianceBernstein Premier Value")
Growth Institutional Fund - AllianceBernstein Global Value
("Premier Growth") Fund ("Global Value")
- AllianceBernstein Real Estate
Investment Institu- tional Fund AllianceBernstein Utility Income
("Real Estate Institutional") Fund, Inc. ("Utility Income")
AllianceBernstein International
Growth Fund, Inc. ("International
Growth")
AllianceBernstein International
Research Growth Fund, Inc.
("International Research Growth")
(the "AllianceBernstein Funds")
TABLE OF CONTENTS
Page
----
Introduction 1
Proposal One -- Election of Directors 6
Proposal Two -- Amendment and Restatement of the Charter of Each Fund Organized as a
Maryland Corporation 16
Proposal Three -- Amendment, Elimination or Reclassification as Non-fundamental of Certain of
the Funds' Fundamental Investment Restrictions 25
Proposal Four -- Reclassification of Certain of the Funds' Fundamental Investment Objectives, and
for Certain Funds a Change in Investment Objective 42
Independent Registered Public Accounting Firms 49
Proxy Voting and Stockholder Meetings 58
Officers of the Funds 59
Stock Ownership 60
Information as to the Investment Adviser and Distributor of the Funds 60
Submission of Proposals for Next Meeting of Stockholders 60
Other Matters 60
Reports to Stockholders 61
Appendix A -- Outstanding Voting Shares A-1
Appendix B -- Additional Information Regarding Directors B-1
Appendix C -- Governance and Nominating Committee Charter C-1
Appendix D -- Form of Articles of Amendment and Restatement D-1
Appendix E -- Stock Ownership E-1
PROXY STATEMENT
THE ALLIANCEBERNSTEIN FUNDS
1345 Avenue of the Americas New York, New York 10105
-----------------
JOINT ANNUAL MEETING OF STOCKHOLDERS November 15, 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" and
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, 39th Floor, New York, New
York 10105, on November 15, 2005 at 3:00 p.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 September 6, 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.
1
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 Premier Growth are being asked to vote
only on the election of Directors and the proposed amendment and restatement of
that Fund's charter. So Proposal 3 and Proposal 4 do not apply to that Fund. In
addition, only the Funds that are organized as Maryland corporations are being
asked to vote on the amendment and restatement of their charters.
Proposal Fund(s) Affected
1.The election of the Directors, each such Director to serve a All Funds
term of an indefinite duration and until his or her successor is
duly elected and qualifies.
2.The amendment and restatement of the charter of each Fund All Funds Except:
that is organized as a Maryland corporation, which will repeal ABT - All Funds, Exchange Reserves,
in their entirety all currently existing charter provisions and AMIF II - All Portfolios,
substitute in lieu thereof new provisions set forth in the Form and TAP - All Funds
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:
Americas Government Income, Emerging
Market, Greater China,
Global Strategic Income,
AMIF - California Portfolio,
AMIF - Insured California Portfolio,
AMIF - New York Portfolio, AMIF II - All
Portfolios, and Multi-Market Strategy
3.B. Issuing Senior Securities and Borrowing Money All Funds Except:
International Growth and
International Research Growth
3.C. Underwriting Securities All Funds Except:
Americas Government Income, Emerging
Market, Greater China, Global Health Care,
Global Strategic Income, International
Growth, Multi-Market Strategy,
Balanced Wealth, Wealth Appreciation,
Wealth Preservation, and Tax-Managed
Wealth Appreciation
3.D. Concentration of Investments All Funds Except:
International Growth and International
Research Growth
3.E. Real Estate and Companies that Deal in Real Estate All Funds Except:
International Growth and
International Research Growth
2
Proposal Fund(s) Affected
3.F. Commodity Contracts and Futures Contracts All Funds Except:
International Growth and
International Research Growth
3.G. Loans All Funds
3.H. Joint Securities Trading Accounts Americas Government Income, Corporate
Bond, U.S. Government, Small Cap Growth,
Emerging Market, Greater China, Global
Strategic Income, Real Estate Institutional,
Large Cap Growth, AMIF - California
Portfolio, AMIF - Insured National Portfolio,
AMIF - New York Portfolio, AMIF - National
Portfolio, AMIF II - All Portfolios,
Multi-Market Strategy, Real Estate,
Utility Income, and Growth
3.I. Exercising Control All Funds Except:
U.S. Large Cap, Quality Bond, Global
Research Growth, High Yield, International
Growth, International Research Growth,
Mid-Cap Growth, AMIF - All Portfolios,
AMIF II - All Portfolios,
Growth, Tax-Managed Balanced Wealth,
and Tax-Managed Wealth Preservation
3.J. Other Investment Companies Americas Government Income, Corporate
Bond, U.S. Government, Balanced Shares,
Emerging Market, Exchange Reserves,
Growth & Income, Global Research
Growth, Large Cap Growth, Multi-Market
Strategy, and Utility Income
3.K. Oil, Gas, and Other Types of Mineral Leases Americas Government Income, Corporate
Bond, U.S. Government, Balanced Shares,
Small Cap Growth, Emerging Market,
Growth & Income, Global Strategic Income,
Global Technology, Real Estate
Institutional, Large Cap Growth, Mid-Cap
Growth, Multi-Market Strategy, Real Estate,
and Utility Income
3.L. Purchases of Securities on Margin All Funds Except:
ABT - All Funds, Focused Growth &
Income, Global Health Care, International
Growth, International Research Growth, and
TAP - All Funds
3
Proposal Fund(s) Affected
3.M. Short Sales All Funds Except:
U.S. Large Cap, Focused Growth & Income,
Global Health Care, Global Research
Growth, Global Technology, International
Growth, International Research Growth, and
TAP - All Funds
3.N. Pledging, Hypothecating, Mortgaging, or Otherwise All Funds Except:
Encumbering Assets Quality Bond, U.S. Government, High
Yield, International Growth, International
Research Growth, Utility Income,
Tax-Managed Balanced Wealth,
Tax-Managed Wealth Preservation,
and Growth
3.O. Illiquid and Restricted Securities Corporate Bond, and
Growth & Income
3.P. Warrants Americas Government Income,
U.S. Government, Corporate Bond,
Balance Shares, Small Cap Growth,
Growth & Income, Large Cap Growth,
Mid-Cap Growth, and Multi-Market
Strategy
3.Q. Unseasoned Companies Corporate Bond, Balanced Shares,
Exchange Reserves, Growth & Income,
Large Cap Growth, and Mid-Cap Growth
3.R. Requirement to Invest in Specific Investments Americas Government Income, Balanced
Shares, Global Technology, and Large Cap
Growth
3.S. 65% Investment Limitation Corporate Bond, U.S. Government,
AMIF - Insured California Portfolio,
AMIF - Insured National Portfolio, and
Utility Income
3.T. Securities of Issuers in which Officers or Directors/ Corporate Bond, Balanced Shares,
Partners Have an Interest Small Cap Growth, Exchange Reserves,
Growth & Income, Large Cap Growth, and
Mid-Cap Growth
3.U. Purchasing or Selling Securities Through Interested Mid-Cap Growth
Parties
3.V. Option Transactions Americas Government Income, Small Cap
Growth, Exchange Reserves, Large Cap
Growth, and AMIF II - All Portfolios
3.W. Purchasing Voting or Other Securities Emerging Market, Exchange Reserves,
Mid-Cap Growth, and Utility Income
3.X. Repurchase Agreements AMIF - Insured California Portfolio
4
Proposal Fund(s) Affected
3.Y. Transactions Effected Through Affiliated Broker- Large Cap Growth
Dealer
3.Z. Special Meetings Called by Stockholders Large Cap Growth
3.Z.1 Investment Grade Securities Balanced Shares, and Growth & Income
4.
A. The reclassification of a Fund's fundamental investment ABT - All Funds, Global Research Growth,
objective as non-fundamental with no change to investment Global Strategic Income, and Multi-Market
objective; and Strategy
B. The reclassification as non-fundamental with changes to 1. Americas Government Income
specific Funds' investment objectives. 2. Corporate Bond
3. Quality Bond
4. U.S. Government
5. Emerging Market
6. High Yield
7. AMIF - All Portfolios (except
AMIF- Insured California
Portfolio);and
AMIFII - All Portfolios
8. AMIF - Insured California Portfolio
9. Balanced Shares
10.Small Cap Growth
11.Focused Growth & Income
12.Global Health Care
13.Growth & Income
14.Global Technology
15.Real Estate Institutional
RealEstate
16.Large Cap Growth
17.Mid-Cap Growth
18.Utility Income
19.Growth
5
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 all of
the Funds except Greater China. It is the intention of the persons named as
proxies in the accompanying Proxy Card to nominate and vote in favor of the
nominees named below for election as a Director of all of the Funds except
Greater China.
Ruth Block
David H. Dievler
John H. Dobkin
Michael J. Downey
William H. Foulk, Jr.
D. James Guzy
Marc O. Mayer
Marshall C. Turner, Jr
The following individuals named below are nominees for election as a
Director of Greater China and it is the intention of the persons named as
proxies in the accompanying proxy to nominate and vote in favor of the nominees
named below for election as a Director of Greater China:
David H. Dievler
William H. Foulk, Jr.
Each nominee has consented to serve as a Director. The Boards know of no
reason why any of the nominees would be unable to serve, but in the event any
nominee is unable to serve or for good cause will not serve, the proxies
received indicating a vote in favor of such nominee will be voted for a
substitute nominee as the Boards may recommend. Each of the Funds has a policy
generally requiring that Directors retire at the end of the calendar year in
which they reach the age of 76. The Governance and Nominating Committees and
the Boards of the Funds have waived the application of this retirement policy
as to Mr. Dievler through December 31, 2006.
6
Certain information concerning the nominees is set forth below.
Number of
Portfolios in
AllianceBernstein Other
Fund Complex Directorships
Name, Address and Years of Principal Occupation(s) Overseen by Held by
Date of Birth Service* During Past 5 Years Director Director
----------------- -------------------------- ----------------------- ----------------- -------------
DISINTERESTED
DIRECTORS
Ruth Block,#,** Americas Government Formerly Executive 105 None
500 SE Mizner Blvd. Income: since 1992 Vice President and
Boca Raton, FL 33432 ABF: since 1987 Chief Insurance Officer
11/7/30 Balanced Shares: since of The Equitable Life
1986 Assurance Society of
ABSS: since 2002 the United States;
ABT: since 2001 Chairman and Chief
ACF: since 1992 Executive Officer of
Emerging Market: since Evlico (insurance);
1993 former Governor at
Exchange Reserves: since Large, National
1994 Association of
Focused Growth & Securities Dealers, Inc.
Income: since 1999
Global Health Care: since
1999
Growth & Income: since
1986
Global Research Growth:
since 2002
Global Strategic Income:
since 1995
High Yield: since 1997
International Growth:
since 1994
International Research
Growth: since 1998
AIF: since 1997
Large Cap Growth: since
1992
Mid-Cap Growth: since
1989
AMIF: since 1987
AMIF II: since 1993
Multi-Market Strategy:
since 1992
Real Estate: since 1996
Utility Income: since 1993
TAP: since 1993
- --------
* "Years of Service" refers to the total number of years served as a Director.
There is no stated term of office for the Funds' Directors, however, the
Directors are generally subject to a policy requiring retirement at the age
of 76. With respect to Mr. Dievler, the Governance and Nominating Committees
and the Boards of the Funds have waived the application of this retirement
policy through December 31, 2006.
** Ms. Block was an "interested person", as defined in Section 2(a)(19) of the
Investment Company Act of 1940 (the "1940 Act") from July 22, 1992 until
October 21, 2004 by reason of her ownership of securities of a control
person of Alliance from July 1992. Ms. Block received shares of The
Equitable Companies Incorporated ("Equitable") as part of the
demutualization of The Equitable Life Assurance Society of the United
States, in 1992. Ms. Block's Equitable shares were subsequently converted
through a corporate action into American Depositary Shares of AXA, which
were sold for approximately $2,400 on October 21, 2004. Equitable and AXA
are control persons of Alliance.
# Member of the Audit Committee, the Governance and Nominating Committee, and
the Independent Directors Committee of a Fund.
7
Number of
Portfolios in
AllianceBernstein Other
Fund Complex Directorships
Name, Address and Years of Principal Occupation(s) Overseen by Held by
Date of Birth Service* During Past 5 Years Director Director
- ----------------- -------------------------- ----------------------- ----------------- -------------
David H. Dievler,# Americas Government Independent consultant. 107 None
P.O. Box 167 Income: since 1992 Until December 1994
Spring Lake, ABF: since 1987 he was Senior Vice
NJ 07762 Balanced Shares: since President of ACMC
10/23/29 1987 ("Alliance Capital
ABSS: since 2002 Management
ABT: since 2001 Corporation", the
ACF: since 1987 general partner of
Emerging Market: since Alliance) responsible
1993 for mutual fund
Exchange Reserves: since administration. Prior to
1994 joining ACMC in 1984,
Focused Growth & he was Chief Financial
Income: since 1999 Officer of Eberstadt
Greater China: since 1998 Asset Management
Global Health Care: since since 1968. Prior to
1999 that, he was Senior
Growth & Income: since Manager at Price
1987 Waterhouse & Co.
Global Research Growth: Member of American
since 2002 Institute of Certified
Global Strategic Income: Public Accountants
since 1995 since 1953.
Global Technology: since
1990
High Yield: since 1997
International Growth:
since 1994
International Research
Growth: since 1998
AIF: since 1997
Large Cap Growth: since
1992
Mid-Cap Growth: since
1981
AMIF: since 1987
AMIF II: since 1993
Multi-Market Strategy:
since 1991
Real Estate: since 1996
Utility Income: since 1993
TAP: since 1999
- --------
* "Years of Service" refers to the total number of years served as a Director.
There is no stated term of office for the Funds' Directors, however, the
Directors are generally subject to a policy requiring retirement at the age
of 76. With respect to Mr. Dievler, the Governance and Nominating Committees
and the Boards of the Funds have waived the application of this retirement
policy through December 31, 2006.
# Member of the Audit Committee, the Governance and Nominating Committee, and
the Independent Directors Committee of a Fund.
8
Number of
Portfolios in
AllianceBernstein Other
Fund Complex Directorships
Name, Address and Years of Principal Occupation(s) Overseen by Held by
Date of Birth Service* During Past 5 Years Director Director
- ----------------- -------------------------- ----------------------- ----------------- -------------
John H. Dobkin,# Americas Government Consultant. Formerly 105 Municipal
P.O. Box 12 Income: since 1992 President of Save Art Society
Annandale, ABF: since 1998 Venice, Inc. (New York
NY 12504 Balanced Shares: since (preservation City)
2/19/42 1992 organization) from
ABSS: since 2002 2001-2002, Senior
ABT: since 2001 Adviser from June 1999
ACF: since 1994 - June 2000 and
Emerging Market: since President of Historic
1993 Hudson Valley (historic
Exchange Reserves: since preservation) from
1994 December 1989 - May
Focused Growth & 1999. Previously,
Income: since 1999 Director of the National
Global Health Care: since Academy of Design and
1999 during 1988-1992,
Growth & Income: since Director and Chairman
1992 of the Audit Committee
Global Research Growth: of ACMC.
since 2002
Global Strategic Income:
since 1995
High Yield: since 1997
International Growth:
since 1994
International Research
Growth: since 1998
AIF: since 1997
Large Cap Growth: since
1992
Mid-Cap Growth: since
1992
AMIF: since 1998
AMIF II: since 1998
Multi-Market Strategy:
since 1992
Real Estate: since 1996
Utility Income: since 1993
TAP: since 1999
- --------
* "Years of Service" refers to the total number of years served as a Director.
There is no stated term of office for the Funds' Directors, however, the
Directors are generally subject to a policy requiring retirement at the age
of 76. With respect to Mr. Dievler, the Governance and Nominating Committees
and the Boards of the Funds have waived the application of this retirement
policy through December 31, 2006.
# Member of the Audit Committee, the Governance and Nominating Committee, and
the Independent Directors Committee of a Fund.
9
Number of
Portfolios in
AllianceBernstein Other
Fund Complex Directorships
Name, Address and Years of Principal Occupation(s) Overseen by Held by
Date of Birth Service* During Past 5 Years Director Director
----------------- -------------------------- ----------------------- ----------------- -------------
Michael J. Downey,# Americas Government Consultant since 2004. 80 Asia
c/o Alliance Capital Income: since 2005 Formerly managing Pacific
Management L.P. ABF: since 2005 partner of Lexington Fund, Inc.;
1345 Avenue of the Balanced Shares: since Capital, LLC and the
Americas 2005 (investment advisory Merger
New York, NY 10105 ABSS: since 2005 firm) from 1997 until Fund
1/26/44 ABT: since 2005 December 2003. Prior
ACF: since 2005 thereto, Chairman and
Emerging Market: since CEO of Prudential
2005 Mutual Fund
Exchange Reserves: since Management
2005 (1987-1993).
Focused Growth &
Income: since 2005
Global Health Care: since
2005
Growth & Income: since
2005
Global Research Growth:
since 2005
Global Strategic Income:
since 2005
High Yield: since 2005
International Growth:
since 2005
International Research
Growth: since 2005
AIF: since 2005
Large Cap Growth: since
2005
AMIF: since 2005
AMIF II: since 2005
Real Estate: since 2005
Utility Income: since 2005
TAP: since 2005
- --------
* "Years of Service" refers to the total number of years served as a Director.
There is no stated term of office for the Funds' Directors, however, the
Directors are generally subject to a policy requiring retirement at the age
of 76. With respect to Mr. Dievler, the Governance and Nominating Committees
and the Boards of the Funds have waived the application of this retirement
policy through December 31, 2006.
# Member of the Audit Committee, the Governance and Nominating Committee, and
the Independent Directors Committee of a Fund.
10
Number of
Portfolios in
AllianceBernstein Other
Fund Complex Directorships
Name, Address and Years of Principal Occupation(s) Overseen by Held by
Date of Birth Service* During Past 5 Years Director Director
----------------- --------------------------- ----------------------- ----------------- -------------
Chairman of the Board Americas Government Investment adviser and 108 None
William H. Foulk, Jr.,#,+ Income: since 1992 independent consultant.
2 Sound View Drive ABF: since 1998 He was formerly Senior
Suite 100 Balanced Shares: since 1992 Manager of Barrett
Greenwich, CT 06830 ABSS: since 2002 Associates, Inc., a
9/7/32 ABT: since 2001 registered investment
ACF: since 1992 adviser, with which he
Emerging Market: had been associated
since 1993 since prior to 2000. He
Exchange Reserves: was formerly Deputy
since 1994 Comptroller and Chief
Focused Growth & Income: Investment Officer of
since 1999 the State of New York
Greater China: since 1998 and, prior thereto, Chief
Global Health Care: Investment Officer of
since 1999 the New York Bank for
Growth & Income: Savings.
since 1992
Global Research Growth:
since 2002
Global Strategic Income:
since 1995
Global Technology:
since 1992
High Yield: since 1997
International Growth:
since 1994
International Research
Growth: since 1998
AIF: since 1997
Large Cap Growth:
since 1992
Mid-Cap Growth:
since 1992
AMIF: since 1998
AMIF II: since 1998
Multi-Market
Strategy: since 1991
Real Estate: since 1996
Utility Income: since 1993
TAP: since 1998
- --------
* "Years of Service" refers to the total number of years served as a Director.
There is no stated term of office for the Funds' Directors, however, the
Directors are generally subject to a policy requiring retirement at the age
of 76. With respect to Mr. Dievler, the Governance and Nominating Committees
and the Boards of the Funds have waived the application of this retirement
policy through December 31, 2006.
# Member of the Audit Committee, the Governance and Nominating Committee, and
the Independent Directors Committee of a Fund.
+ Member of the Fair Value Pricing Committee.
11
Number of
Portfolios in
AllianceBernstein Other
Fund Complex Directorships
Name, Address and Years of Principal Occupation(s) Overseen by Held by
Date of Birth Service* During Past 5 Years Director Director
----------------- ------------------ ----------------------- ----------------- -------------
D. James Guzy,# Global Technology: Chairman of the Board 1 Intel
P.O. Box 128 since 1982 of PLX Technology Corporation;
Glenbrook, (semi-conductors) and Cirrus Logic
NV 89413 of SRC Computers Inc., Corporation;
3/7/36 with which he has been Novellus
associated since prior to Corporation;
2000. He is also Micro
President of the Arbor Component
Company (private Technology;
family investments). the Davis
Selected
Advisers
Group of
Mutual
Funds; and
LogicVision
Marshall C. Turner, Jr.,# Global Technology: Principal of Turner 1 Toppan
220 Montgomery St. since 1992 Venture Associates Photomasks,
Penthouse 10 (venture capital and Inc.; the
San Francisco, consulting) since prior George Lucas
CA 94104-3402 to 2000. Chairman and Educational
10/10/41 CEO, DuPont Foundation;
Photomasks, Inc., Chairman of
Austin, Texas, 2003- the Board of
2005, and President and the
CEO since company Smithsonian's
acquired, and name National
changed to Toppan Museum of
Photomasks, Inc. in Natural
2005. History
- --------
* "Years of Service" refers to the total number of years served as a Director.
There is no stated term of office for the Funds' Directors, however, the
Directors are generally subject to a policy requiring retirement at the age
of 76. With respect to Mr. Dievler, the Governance and Nominating Committees
and the Boards of the Funds have waived the application of this retirement
policy through December 31, 2006.
# Member of the Audit Committee, the Governance and Nominating Committee, and
the Independent Directors Committee of Global Technology.
12
Number of
Portfolios in
AllianceBernstein Other
Fund Complex Directorships
Name, Address and Years of Principal Occupation(s) Overseen by Held by
Date of Birth Service* During Past 5 Years Director Director
- ----------------- -------------------------- ----------------------- ----------------- -------------
INTERESTED***
DIRECTOR
Marc O. Mayer Americas Government Executive Vice 82 SCB
1345 Avenue of the Income: since 2003 President of ACMC, Partners,
Americas ABF: since 2003 since 2001; prior Inc.; and
New York, NY 10105 Balanced Shares: since thereto, Chief Executive SCB Inc.
10/2/57 2003 Officer of Sanford C.
ABSS: since 2003 Bernstein & Co., LLC
ABT: since 2003 (institutional research
ACF: since 2003 and brokerage arm of
Emerging Market: since Bernstein & Co., Inc.)
2003 and its predecessor
Exchange Reserves: since since prior to 2000.
2003
Focused Growth &
Income: since 2003
Global Health Care: since
2003
Growth & Income: since
2003
Global Research Growth:
since 2003
Global Strategic Income:
since 2003
Global Technology: since
2003
High Yield: since 2003
International Growth:
since 2003
International Research
Growth: since 2003
AIF: since 2003
Large Cap Growth: since
2003
AMIF: since 2003
AMIF II: since 2003
Real Estate: since 2003
Utility Income: since 2003
TAP: since 2003
- --------
* "Years of Service" refers to the total number of years served as a Director.
There is no stated term of office for the Funds' Directors, however, the
Directors are generally subject to a policy requiring retirement at the age
of 76. With respect to Mr. Dievler, the Governance and Nominating Committees
and the Boards of the Funds have waived the application of this retirement
policy through December 31, 2006.
***Mr. Mayer is an "interested person", as defined in the 1940 Act, of each
Fund due to his position as Executive Vice President of ACMC.
13
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 the Fund's fiscal year ended in 2004 or 2005, the Board of Americas
Government Income met 12 times; of ABS met 10 times; of ABSS met 11 times; of
ABF met 12 times; of ABT met 10 times; of ACF met 11 times; of Emerging Market
met 13 times; of Focused Growth & Income met 10 times; of Global Health Care
met 11 times; of Global Research Growth met 11 times; of Global Strategic
Income met 13 times; of Global Technology met 5 times; of Greater China met 9
times; of Growth & Income met 12 times; of High Yield met 13 times; of AIF met
13 times; of International Growth met 11 times; of International Research
Growth met 11 times; of Large Cap Growth met 11 times; of Mid-Cap Growth met 11
times; of Multi-Market Strategy met 12 times; of AMIF met 12 times; of Real
Estate met 10 times; of Utility Income met 10 times; of Exchange Reserves met
12 times; of AMIF II met 12 times; and of TAP met 11 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. During the Fund's fiscal year ended in 2004 or 2005, the
Audit Committee of Americas Government Income met 3 times; of Balanced Shares
met 2 times; of ABSS met 2 times; of ABF met 4 times; of ABT met 4 times; of
ACF met 1 time; of Emerging Market met 3 times; of Focused Growth & Income met
2 times; of Global Health Care met 3 times; of Global Research Growth met 2
times; of Global Strategic Income met 3 times; of Global Technology met 2
times; of Greater China met 2 times; of Growth & Income met 3 times; of High
Yield met 3 times; of AIF met 3 times; of International Growth met 3 times; of
International Research Growth met 3 times; of Large Cap Growth met 2 times; of
Mid-Cap Growth met 2 times; of Multi-Market Strategy met 3 times; of AMIF met 2
times; of Real Estate met 2 times; of Utility Income met 2 times; of Exchange
Reserves met 2 times; of AMIF II met 2 times; and of TAP met 1 time.
During the Fund's fiscal year ended in 2004 or 2005, the Governance and
Nominating Committee of Americas Government Income met 0 times; of Balanced
Shares met 1 time; of ABSS met 6 time; of ABF met 0 times; of ABT met 1 time;
of ACF met 6 times; of Emerging Market met 0 times; of Focused Growth & Income
met 1 time; of Global Health Care met 5 times; of Global Research Growth met 5
times; of Global Strategic Income met 0 times; of Global Technology met 0 time;
of Greater China met 3 times; of Growth & Income met 0 times; of High Yield met
0 times; of AIF met 0 times; of International Growth met 5 times; of
International Research Growth met 6 times; of Large Cap Growth met 6 times; of
Mid-Cap Growth met 6 times; of Multi-Market Strategy met 0 times; of AMIF met 0
times; of Real Estate met 1 time; of Utility Income met 1 time; of Exchange
Reserves met 0 times; of AMIF II met 0 times; and of TAP met 6 times. 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 benefi-
14
cial 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. During the
Fund's fiscal year ended in 2004 or 2005, the Independent Directors Committee
of Americas Government Income met 0 times; of ABS met 0 times; of ABSS met 3
times; of ABF met 0 times; of ABT met 0 times; of ACF met 3 times; of Emerging
Market met 0 times; of Focused Growth & Income met 0 times; of Global Health
Care met 2 times; of Global Research Growth met 2 times; of Global Strategic
Income met 0 times; of Global Technology met 1 time; of Greater China met 3
times; of Growth & Income met 0 times; of High Yield met 0 times; of AIF met 0
times; of International Growth met 2 times; of International Research Growth
met 3 times; of Large Cap Growth met 3 times; of Mid-Cap Growth met 3 times; of
Multi-Market Strategy met 0 times; of AMIF met 0 times; of Real Estate met 0
times; of Utility Income met 0 times; of Exchange Reserves met 0 times; of AMIF
II met 0 times; and of TAP met 3 times.
Each Board has adopted a process for stockholders to send communications to
the Board of their Fund. To communicate with a Board or an individual Director
of a Fund, a stockholder must send a written communication to that Fund's
principal office at the address listed in the Notice of Joint Annual Meeting of
Stockholders accompanying this Proxy Statement, addressed to the Board of that
Fund or the individual Director. All stockholder communications received in
accordance with this process will be forwarded to the Board or the individual
Director to whom or to which the communication is addressed.
Each Board unanimously recommends that the stockholders vote "FOR" each of
the nominees to serve as a Director of the applicable Fund. Approval of
Proposal 1 with respect to each Fund requires the affirmative vote of a
plurality of the votes cast.
15
PROPOSAL TWO
THE AMENDMENT AND RESTATEMENT OF THE CHARTER
OF EACH FUND ORGANIZED AS A MARYLAND CORPORATION
All Funds Except:
Exchange Reserves, 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, the investment adviser to
the Funds, advised the Boards that the proposed amendments have two primary
objectives. First, Alliance believes that it is important to 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 Boards the amendment and restatement of the Charters as
discussed below in order to modernize and standardize them, which will
facilitate a Board's ability to direct the management of the business and
affairs of a Fund as it deems advisable and in accordance with the Fund's best
interests. Each Board recommends that stockholders approve the amendment and
restatement of the Charter for their Fund./1/ The amendment and restatement of
each Charter will be accomplished by repealing in their entirety all of the
existing Charter provisions and substituting in lieu thereof the new provisions
set forth in the Form of Articles of Amendment and Restatement (each a "New
Charter" and, together, the "New Charters") attached as Appendix D. A detailed
summary of the amendments is set forth below. If a stockholder of any Fund
would like a copy of the current Charter for that Fund, please write to Dennis
Bowden at Alliance Capital Management L.P., 1345 Avenue of the Americas, New
York, New York 10105.
If approved, the New Charters will give a Board more flexibility and broader
power to act than do the current Charters. This increased flexibility may allow
a 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 Funds' existing 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 discusses the material changes for the Funds within these broad
categories and the additional categories, discusses the Boards' recommendations
as to each amendment, and identifies each Fund for which an amendment is
applicable.
- --------
1. Some Funds are organized as series funds and they may have separate
portfolios that are regarded as separate investment companies under the 1940
Act. However, all portfolios of a Fund are governed by the same Charter.
Therefore, if approved by the stockholders, a New Charter (defined below)
will govern all of the portfolios operated by its Fund.
16
A. Series and Class Structure and Related Provisions
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 subject to the 1940 Act. The New Charter provisions
would clarify the classification and designation of stock and the allocation of
assets and expenses among series or classes of stock and a Board's powers with
respect to these allocations. These changes are intended to improve
administration of the Funds and would not affect the management of the Funds.
The New Charters contain provisions that:
. Provide for the automatic readjustment of the number of authorized shares
of a class or series of a Fund that are classified or reclassified into
shares of another series or class of the Fund. This change is
administrative and provides for automatic readjustment in the number of
shares where changes are made to one series or class. See New Charter,
Article Fifth, Section 1.
. Clarify that redeemed or otherwise acquired shares of stock of a series
or class shall constitute authorized but unissued shares of stock of that
series or class and, in connection with a liquidation or reorganization
of a series or class of a Fund in which all outstanding shares of such
class or series are redeemed by the Fund, that all authorized but
unissued shares of such class or series shall automatically be returned
to the status of authorized but unissued shares of common stock, without
further designation as to class or series. This change is for
administrative flexibility and avoids the necessity to authorize the
issuance of additional shares when shares had been previously authorized
by the Board. See New Charter, Article Fifth, Section 10(e).
. Clarify that each Fund's Board has sole discretion to allocate the Fund's
general assets and provide that any general assets allocated to a series
or class will irrevocably belong to that series or class. This change
makes the Board's discretion explicit in the New Charters and conforms
provisions in the New Charter to the MGCL. See New Charter, Article
Fifth, Sections 3 and 4.
. Clarify that debts, liabilities, obligations, and expenses of a series or
class shall be charged to the assets of the particular series or class
and to provide that a Board's determination with respect to the
allocation of all debts, liabilities, obligations and expenses will be
conclusive. This change conforms provisions in the New Charter to the
MGCL and makes the Board's powers to determine allocations of debts,
liabilities, obligations and expenses explicit. See New Charter, Article
Fifth, Section 5./3/
All Funds Except: ABF, Balanced Shares, and Growth & Income
. Provide that debts, liabilities, obligations and expenses of a series or
class are enforceable only with respect to that series or class and not
against the assets of a Fund generally. This change would clarify that
the debts, liabilities, obligations and expenses of one series or class
of a Fund are enforceable only with respect to that series or class,
which is consistent with a provision of the MGCL that protects the
stockholders of a Fund's other series or classes of stock. See New
Charter, Article Fifth, Section 5.
. Provide that a Fund's Board may establish a specified holding period
prior to the record date for stockholders to be entitled to dividends
(deleting for most Funds a requirement that such holding period may not
exceed a maximum of 72 hours) and to provide that dividends or
distributions may be paid in-kind.
This change gives the Board the discretion to specify holding periods
rather than specifying them in the Charter and provides the Board with
flexibility in the payment of dividends, whether in cash or in-kind. See
New Charter, Article Fifth, Section 7.
- --------
2. If a Fund is a series fund, the stockholders of each portfolio own shares of
a specific series of stock. Stock of a specific series (or portfolio) may be
divided into more than one class of shares.
3. The amendments to the Charters for ACF and Global Technology include only
the second provision regarding a Board's determination being conclusive.
17
. Permit a Fund's Board discretion to provide for the automatic conversion
of any share class into any other share class to the extent disclosed in
the applicable registration statement and permitted by applicable laws
and regulations. The change gives the Board broader flexibility to
determine class conversions between classes. See New Charter, Article
Fifth, Section 11.
Americas Government Income, ABF, Balanced Shares, ACF, Emerging Market,
Growth & Income, Global Technology, International Growth, Large Cap
Growth, Mid-Cap Growth, AMIF, Multi-Market Strategy, and Utility Income
. Add a provision, where necessary, that all persons who acquire stock or
other securities of a Fund shall acquire the same subject to the Charter
provisions and Bylaws. Consistent with Maryland Law, this change makes it
explicit that a Fund's stockholders are subject to a Fund's Charter and
Bylaws. See New Charter, Article Fifth, Section 15.
All Funds Except: ABF, Balanced Shares, ACF, Growth & Income, Global
Technology, and AMIF
In addition to the New Charter provisions discussed above, Alliance
recommended, and the Boards declared advisable, that the following provisions
be deleted because they are codified under the 1940 Act and/or the MGCL and are
not required to be included in the Charters. The New Charters:
. Delete a provision granting a Board power to increase or decrease the
number of shares in a class pursuant to classification or
reclassification.
ABF, Global Technology, and AMIF
. Delete as obsolete a provision prohibiting a Board from reducing the
number of shares of any class below the number of outstanding shares.
ACF
. Delete a provision permitting a Board to designate unissued stock as a
class or series of preferred or special stock excluded from the
definition of "senior security".
ABF, ACF, and AMIF
B. Stockholder Voting Provisions
Alliance recommended, and the Board declared advisable, proposed minor
changes to each Fund's voting provisions. These changes are intended to give
the Board more flexibility in setting voting requirements consistent with
current MGCL provisions and the interests of stockholders. These changes also
clarify quorum requirements at meetings for specific classes or series and for
a Fund as a whole. These changes would not affect the management of a Fund. The
New Charters contain provisions that:
. Permit, as to any matter submitted to stockholders, a Fund to calculate
the number of votes 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 Securities and Exchange Commission ("SEC")
permitting the Fund to calculate votes in this manner. This change would
permit a Board to address circumstances in which there are material
disparities in NAV per share among the series of a Fund with a number of
series resulting in inequitable voting rights among the stockholders of
the various series in relation to the value of a stockholder's
investment. See New Charter, Article Fifth, Section 8.
. Permit a Fund's Board to determine certain matters that are subject to
vote only by a specific class or series of a 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. 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 may make the determination of whether
an issue pertains only to a class or series where it is not otherwise
specified by law. See New Charter, Article Fifth, Section 8.
18
. Clarify that, where the Charter (in addition to applicable laws) mandates
a separate vote by holders of one or more series or classes of a Fund's
stock, a quorum will be determined by the number of shares the holders of
which are present in person or by proxy at the meeting of stockholders of
that specific class or series, rather than for the Fund as a whole. See
New Charter, Article Seventh, Section 3.
All Funds Except: Global Technology
. Provide that, in order to hold a stockholder vote, holders of one-third
(deleting a majority requirement) of a Fund's shares must be present in
person or by proxy to 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.
Balanced Shares, Growth & Income, Global Technology, and Mid-Cap Growth
C. Mandatory and Other Redemption Provisions
Alliance recommended, and the Boards declared advisable, proposed changes to
give the Boards more flexibility to redeem stockholder accounts that fall below
a certain threshold. Alliance advised the Boards that small accounts are costly
for a Fund to maintain, often at the expense of larger stockholders. Certain of
the existing Charters provide that a Board may cause a Fund to redeem a
stockholder's shares of the Fund if, after a redemption, in certain cases, or
otherwise in other cases, the amount that the stockholder has invested in the
Fund falls below a specified minimum dollar amount (usually $200) or such other
amount that the Board may determine./4/ For most of the Funds, the Boards have
approved a minimum dollar amount of $500. This provision also includes a cap on
the dollar amount that a Board may set (typically, up to $5,000,000) and a
stockholder notice requirement. The amendments recommended by Alliance, and
declared advisable by the Boards, would give a Board greater administrative
flexibility to determine when it is in the best interests of a 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 the 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:
. Clarify that a 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).
. Provide that a Fund's Board may cause a 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).
Alliance recommended, and the Boards 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 a Board may
impose a redemption charge or deferred sales charge./5 /For these Funds, the
changes would add a redemption fee or "other amount" (e.g., shareholder
transaction fees) to the fees that a Board may impose. These changes would give
a Board increased flexibility to impose fees upon redemption where they
determine that to do so would be in the best interests of a Fund. For example,
under the flexibility provided by this revision, a Board could determine to
impose a redemption fee to discourage market timing in a Fund. This flexibility
is consistent with the requirements of Rule 22c-2 under the 1940 Act, which
requires a Fund's Board to determine whether it is necessary or appropriate to
impose a redemption fee or whether a redemption fee is not necessary or
- --------
4. All Funds Except: Balanced Shares, Growth & Income and Mid-Cap Growth.
5. Utility Income, International Growth, Emerging Market, Large Cap Growth, and
Multi-Market Strategy.
19
not appropriate. In connection therewith, the Charters also would be changed to
provide that redemption proceeds be reduced by any applicable redemption fee,
"other amount", or contingent deferred sales charge. These provisions would be
extended to all series and classes of stock of a Fund and would:
. Clarify that a Board may impose a redemption charge, deferred sales
charge, redemption fee or "other amount" upon redemption. See New
Charter, Article Fifth, Section 10(a).
Americas Government Income, ABF, Balanced Shares, ACF, Emerging Market,
Growth & Income, Global Technology, International Growth, Large Cap
Growth, Mid-Cap Growth, AMIF, Multi-Market Strategy, and Utility Income
. Clarify that redemption proceeds be reduced by any applicable redemption
fee, "other amount" or contingent deferred sales charge. See New Charter,
Article Fifth, Section 10(b).
Americas Government Income, ABF, Balanced Shares, ACF, Emerging Market,
Growth & Income, Global Technology, International Growth, Large Cap
Growth, Mid-Cap Growth, AMIF, Multi-Market Strategy, and Utility Income
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
provide the Board with greater flexibility in the administration of a Fund and
make the Board's role in setting redemption procedures explicit. The changes
would not result in any modification to the redemption procedures disclosed in
a Fund's prospectus. The New Charter provisions:
. Allow a Board to establish procedures for the redemption of stock. See
New Charter, Article Fifth, Section 10(a).
ABF, Balanced Shares, ACF, Growth & Income, Global Technology, Mid-Cap
Growth and AMIF
. Delete a provision retiring shares that are redeemed or repurchased by a
Fund without specification as to the purpose for the
redemption/repurchase.
Balanced Shares, ABF, Growth & Income, Global Technology, and AMIF
. Delete a provision specifying circumstances when the Fund may suspend
redemptions.
Global Technology
. Delete a provision authorizing a Fund, upon Board authorization, to buy
back shares at a price not exceeding NAV by an agreement with
stockholders.
ABF, Balanced Shares, ACF, Growth & Income, Mid-Cap Growth, and AMIF
. Delete a provision that all shares shall be "subject to redemption" and
redeemable under MGCL.
Balanced Shares and Growth & Income
. Delete provisions that a stockholder's right of redemption may be subject
to a Fund having surplus available for redemption purposes and that the
Fund shall sell any securities it holds to provide cash for redemption.
Balanced Shares and Growth & Income
D. Liability Exculpation and Indemnification and Expense Advance Provisions
The existing Charter or Bylaws of each Fund 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 or its stockholders 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
20
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 Directors and officers. These changes update each Fund's
indemnification provisions consistent with the current industry standard as
permitted under the 1940 Act and Maryland law./6/
The indemnification provisions in the New Charters will:
. 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.
. Extend a Fund's power to indemnify and advance expenses to Directors and
officers who, while serving as such for the Fund, also serve at the
Fund's request in a like position of another enterprise and are subject
to liability by reason of their service in such capacity. See New
Charter, Article Eighth, Section 2.
All Funds Except: Global Technology
. Allow a Fund to indemnify and advance expenses, subject to Board
approval, to any person who served as a Director to a predecessor of the
Fund in any capacity that may be indemnified under the Fund's Charter.
See New Charter, Article Eighth, Section 2.
. Replace the specific 1940 Act limitations on exculpation, indemnification
and advance of expenses in cases of willful misfeasance, bad faith,
negligence, or reckless disregard for duties with a general reference to
limitations on exculpation, indemnification and advance of expenses
imposed under the 1940 Act. See New Charter, Article Eighth, Section 3.
All Funds Except: Balanced Shares, Growth & Income, Global Technology,
and AMIF
. Extend the non-applicability to a Director or officer of subsequent
changes to the indemnification policies to subsequent changes made to
indemnification provisions contained in a Fund's Charter or Bylaws. See
New Charter, Article Eighth, Section 4.
. Add a provision that Directors and officers are not liable to a Fund or
its stockholders for money damages to the maximum extent provided by law.
See New Charter, Article Eighth, Section 1.
ABF, and Mid-Cap Growth
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
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6. The proposed amendments would add the standardized indemnification
provisions to the Charter for Mid-Cap Growth. Such provisions are now
included in the Fund's Bylaws.
21
and to respond quickly to regulatory developments to the detriment of the Fund.
Changing the existing Charters to give a Fund the powers permitted under the
MGCL will give a Fund greater flexibility. The New Charters:
. Delete specific powers of a Fund, and provide instead that a Fund shall
have all powers conferred upon it or permitted by the MGCL.
ABF, Balanced Shares, ACF, Growth & Income, Global Technology, Mid-Cap
Growth, 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 a Board to oversee a Fund, especially the power to authorize
the issuance of shares to the extent permitted by the MGCL. The New Charters:
. Provide that the minimum number of Directors for a Fund shall be one. See
New Charter, Article Sixth.
ABF, Balanced Shares, ACF, Growth & Income, Global Technology, Mid-Cap
Growth, and AMIF
. Expand the general powers of a Board and explicitly permit the Board to
authorize the issuance of stock and other securities without stockholder
approval. See New Charter, Article Seventh, Section 1(c).
ABF, Balanced Shares/7/, ACF, Growth & Income/7/, Global Technology,
Mid-Cap Growth, and AMIF
. Delete an unnecessary provision permitting Directors to be compensated
for their services.
Mid-Cap Growth
. Delete an unnecessary provision that Directors need not be Maryland
residents or stockholders of the Fund.
Mid-Cap Growth
. Delete unnecessary provisions permitting election of Directors by other
methods than by ballot unless the Fund's Bylaws provide otherwise.
Mid-Cap Growth
(iii)Interested Persons Provisions
The Charters for certain Funds currently permit contracts to provide
services between the Fund and interested persons of the Fund, including
Alliance. Presumably, these provisions were based on provisions in operating
company charters that permit such arrangements. The 1940 Act, rather than the
MGCL, determines and limits transactions between a Fund and its affiliates and
sets forth specific procedures a Fund must follow. The provisions are not
required in a Fund's Charter and may conflict with the provisions of the 1940
Act. The proposed changes will:
. Delete a provision regarding the procedures that a Fund must follow to
enter into a contract with an affiliate.
ABF, ACF, Global Technology, and AMIF
. Delete provisions permitting interested persons to contract to provide
services for a Fund and providing indemnification with respect to those
contracts.
- --------
7. The amendment to the Charters for these Funds includes only the revision to
the general powers of the Board.
22
Growth & Income and Mid-Cap Growth
. Delete provisions that state that contracts with interested persons will
not be void if such interest is disclosed to a Board and that permit an
interested person to be counted towards quorum for a vote to authorize
the contract.
Balanced Shares and Growth & Income
(iv)Dividends and Distributions
The 1940 Act, the MGCL and federal tax laws regulate a Fund'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:
. Delete a provision requiring a Fund to distribute annually approximately
the amount of net cash income received by the Fund during the fiscal year.
Balanced Shares and Growth & Income
. Delete a provision giving a Board discretion to distribute additional
dividends from any assets of a Fund legally available for payment thereof.
Balanced Shares and Growth & Income
. Delete a provision that requires a Board to sell all dividends and
distributions that are not cash dividends, such as shares of stock of a
company, received by a Fund on its investments and to credit the net cash
proceeds of such sale to cash income and distribute it to stockholders.
Balanced Shares and Growth & Income
. Delete a provision giving a Board conclusive determination over which
receipts shall constitute income and which shall constitute principal and
the allocation thereof.
Balanced Shares and Growth & Income
. Delete a provision specifying the sources from which dividends may be
paid.
Mid-Cap Growth
. Delete a provision permitting distribution to vary between classes for
the purpose of complying with regulatory or legislative requirements.
ABF, ACF, Global Technology, and AMIF
. Delete a provision permitting a Board to set apart assets for dividends
for a reserve.
ABF, ACF, Global Technology, and AMIF
(v) Specific Amendments for Mid-Cap Growth
Alliance advised the Board that the existing Charter of Mid-Cap Growth
includes provisions that are not required to be included in the Fund's Charter
because these matters are regulated by the 1940 Act or the MGCL. In addition,
some of the fundamental policies listed in Proposal 3 are also included in the
Charter and would be deleted. The proposed changes to the existing Charter of
Mid-Cap Growth would delete these provisions as well as others that are
relevant to an operating company, not the Fund, or are otherwise superfluous.
Alliance recommended, and the Board declared advisable, changes that will:
. Delete a provision specifying that the private property of the
stockholders is not subject to the payment of corporate debts.
. 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
23
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.
. Delete a provision permitting the Board to create committees (which is
permitted in the Fund's Bylaws).
. Delete a provision requiring that the Fund utilize a custodian and
specifying the conditions under which the custodian will operate.
. Delete a provision permitting the Board to determine the manner and
allocation of brokerage commissions.
. Delete a provision requiring notice that any amendments increasing or
decreasing the total number of shares, which the Fund shall have
authority to issue, shall not become effective unless notice of its
adoption by the stockholders of the Fund shall have been mailed to each
stockholder of the Fund who shall have been entitled to vote and who
shall have failed to vote or shall have voted in the negative upon the
question of its adoption, at his address as the same appears on the books
of the Fund, and until at least ten days after such mailing.
. Delete a provision requiring an annual audit of the Fund.
. Delete a provision allowing the Fund to issue fractional shares.
The Board unanimously recommends that the stockholders of each Fund vote
"FOR" Proposal 2. Approval of Proposal 2 with respect to each Fund requires the
affirmative vote of a majority of the votes entitled to be cast.
24
PROPOSAL THREE AMENDMENT, ELIMINATION, OR RECLASSIFICATION OF
FUNDAMENTAL INVESTMENT RESTRICTIONS
Under Section 8(b) of the 1940 Act, a Fund must disclose whether it has a
policy regarding the following: (1) diversification, as defined in the 1940
Act; (2) borrowing money; (3) issuing senior securities; (4) underwriting
securities issued by other persons; (5) purchasing or selling real estate; (6)
purchasing or selling commodities; (7) making loans to other persons; and (8)
concentrating investments in any particular industry or group of industries
(the "Section 8(b) policies"). Under the 1940 Act, these policies are
"fundamental" and may not be changed without a stockholder vote.
In addition to its Section 8(b) policies, under the 1940 Act a Fund may
designate any other of its policies as fundamental policies (the "Other
Fundamental Policies"). Many of the Funds' Other Fundamental Policies can be
traced back to federal or state securities law requirements that were in effect
when many of the Funds were organized. These restrictions have subsequently
been made less restrictive or are no longer applicable to the Funds. For
example, the National Securities Markets Improvement Act of 1996 ("NSMIA")
preempted many investment restrictions formerly imposed by state securities
laws and regulations (these state laws and regulations are often referred to as
"blue sky" laws and regulations), so those state requirements no longer apply.
As a result, many of the current restrictions unnecessarily limit the
investment strategies available to Alliance in managing a Fund's assets. In
addition, the lack of uniform standards across the Funds leads to operating
inefficiencies and increases the costs of compliance monitoring.
The Board of each Fund considered and approved Alliance's recommendation
that the Fund's Section 8(b) policies be replaced with standardized fundamental
policies. In some cases, one or more of these policies are non-fundamental and
Alliance recommended and the Boards approved the addition of these policies as
fundamental in the new standardized format. In other cases, Alliance
recommended and the Boards approved less restrictive Section 8(b) policies. If
the Proposals are approved with respect to a Fund, only those
investment restrictions that the 1940 Act specifically requires to be
fundamental (i.e., the Section 8(b) policies), as described in Proposals 3.A. -
3.G. will remain fundamental investment restrictions of the Funds. Alliance
also recommended and the Boards approved the elimination of the Other
Fundamental Policies as discussed below in Proposals 3.H. - 3.Z.1. None of the
changes in the Section 8(b) policies or the Other Fundamental Policies is
expected to have a significant effect on the management of the Funds.
Proposal 3.A.
Amendment of Fundamental Policy Regarding
Diversification
Applicable Funds:
All Funds Except:
Americas Government Income, Emerging Market, Greater China, Global Strategic
Income, AMIF - California Portfolio, AMIF - Insured California Portfolio, AMIF
- New York Portfolio, AMIF II - All Portfolios, and Multi-Market Strategy
Proposed New Fundamental Investment Policy: If the proposed amendment is
approved by stockholders, each Fund's fundamental investment policy in effect
would read:
"The Fund is diversified as defined in the 1940 Act."
Discussion of Proposed Modification:
Section 8(b) of the 1940 Act requires an investment company to state whether
it is "diversified" as that term is defined in the 1940 Act. Consequently, the
proposed modification is consistent with the 1940 Act, which only requires that
a Fund state whether it is diversified. The 1940 Act requires that funds
classify themselves as either diversified or non-diversified. The difference is
that diversified funds are subject to stricter percentage limits on the amount
of assets that can be invested in any one company. Specifically, a diversified
fund may not, with respect to 75% of its total assets: (1) invest more than 5%
of its total assets in the securities of one issuer, or (2) hold more than 10%
of the outstanding voting securities of such issuer.
25
In making its recommendation to the Boards, Alliance noted that no change is
being proposed to a Fund's designation as diversified. Instead, the proposed
change would modify a Fund's fundamental investment policies regarding its
sub-classification under the 1940 Act to rely on the definitions of the term
"diversified" in the 1940 Act rather than stating the relevant percentage
limitations expressed under current law. As a result, without a Fund's Board or
stockholders taking further action, the modified investment policy would
automatically apply the requirements of "diversification" under the 1940 Act to
a Fund as those requirements may be amended from time to time.
For those Funds that did not previously have a fundamental policy with
respect to diversification, approval of this proposed modification would result
in the adoption of this policy as a fundamental policy. To the extent that a
Fund has a related policy or a substantively duplicative policy or policies
with respect to diversification, that policy or policies would be eliminated
with the approval of this proposed modification.
Proposal 3.B.
Amendment of Fundamental Policies
Regarding the Issuance of Senior Securities and Borrowing Money
Applicable Funds:
All Funds Except:
International Growth and International Research Growth
Proposed New Fundamental Investment Policy: If the proposed amendment is
approved by stockholders, each Fund's fundamental investment policies regarding
borrowing and senior securities in effect would be combined to read:
"The Fund may not issue any senior security (as that term is defined in the
1940 Act) or borrow money, except to the extent permitted by the 1940 Act or
the rules and regulations thereunder (as such statute, rules or regulations
may be amended from time to time) or by guidance regarding, or
interpretations of, or exemptive orders under, the 1940 Act or the rules or
regulations thereunder published by appropriate regulatory authorities."
"For the purposes of this restriction, margin collateral arrangements,
including, for example, with respect to permitted borrowings, options,
futures contracts, options on futures contracts and other derivatives such
as swaps are not deemed to involve the issuance of a senior security."
Discussion of Proposed Modification:
In making its recommendation to the Boards, Alliance noted that under
Section 18(f)(1) of the 1940 Act, a Fund may not issue senior securities,
except that it may borrow from banks, for any purpose, up to 33 1/3% of its
total assets. Under the 1940 Act, certain types of transactions entered into by
a Fund, including futures contracts, repurchase agreements, short sales, and
when-issued and delayed delivery transactions, may be considered to raise
senior securities issues. Alliance noted that currently, under SEC
interpretations, these activities are not deemed to be prohibited so long as
certain collateral or coverage requirements designed to protect stockholders
are met. The proposed modification makes it clear that collateral arrangements
are not to be deemed to be the issuance of a senior security.
Most of the Funds' current fundamental policies with respect to senior
securities and borrowings are separate policies. The proposed modification
combines the two policies and would automatically conform a Fund's policy more
closely to the exact statutory and regulatory requirements regarding senior
securities, as they may exist from time to time, without incurring the time and
expense of obtaining stockholder approval to change the policy. For Funds that
do not have a policy regarding investments in senior securities as a
fundamental policy, the new policy would, upon stockholder approval, be added
as a fundamental policy.
Certain of the Funds' fundamental policies on borrowings prohibit borrowings
or impose percentage limitations on borrowings. The proposed fundamental policy
for borrowing would permit Funds to borrow up to the
26
full extent permitted by the 1940 Act. The current policies for these Funds
with restrictions on borrowings are listed below:
Current Policy Applicable to:
-------------- --------------
Prohibitions on borrowings. U.S. Government, Quality Bond, Global Technology,
High Yield, Real Estate Institutional, Large Cap
Growth, Mid-Cap Growth, and Real Estate
The proposed fundamental policy for borrowing would permit Funds with
policies imposing the following percentage limitations on borrowings to borrow
up to the full extent permitted by the 1940 Act:
. Up to 20% of assets: . AMIF - All Portfolios and AMIF II - All
Portfolios
. Up to 15% of assets: . Exchange Reserves, Greater China, and
Utility Income
. Up to 10% of assets: . Corporate Bond, Balanced Shares, Global
Health Care, Growth & Income,
Tax-Managed Balanced Wealth, and
Tax-Managed Wealth Preservation
The use of leverage by a Fund is considered speculative and involves risk.
However, there is no current intention that any of these Funds will use this
increased borrowing capability.
Proposal 3.C.
Amendment of Fundamental Policy Regarding
Underwriting Securities
Applicable Funds:
All Funds Except:
Americas Government Income, Emerging Market, Greater China, Global Health Care,
Global Strategic Income, International Growth, Multi-Market Strategy, Wealth
Appreciation, Wealth Preservation, Balanced Wealth, and Tax-Managed Wealth
Appreciation
Proposed New Fundamental Investment Policy: If the proposed amendment is
approved by stockholders, each Fund's fundamental investment policy regarding
underwriting securities in effect would read:
"The Fund may not act as an underwriter of securities, except that the Fund
may acquire restricted securities under circumstances in which, if such
securities were sold, the Fund might be deemed to be an underwriter for
purposes of the Securities Act of 1933, as amended."
Discussion of Proposed Modification:
In making its recommendation to the Boards, Alliance noted that the purpose
of the modification is to clarify that the Funds are not prohibited from
acquiring "restricted securities" to the extent such investments are consistent
with a Fund's investment objective, even if such investments may result in the
Fund technically being considered an underwriter under the federal securities
laws. This amendment would not change the Funds' current policies on investing
in restricted securities, which are considered illiquid securities and under
current SEC guidelines are limited to 15% of a Fund's investments. The
modification standardizes the policy on underwriting across the Funds.
Restricted securities are securities that have not been registered under the
Securities Act of 1933 (the "1933 Act") and are purchased directly from the
issuer or in the secondary market. Restricted securities may not be resold
unless registered under such Act or pursuant to an applicable exemption from
such registration. Restricted securities have historically been considered a
subset of illiquid securities (i.e., securities for which there is no public
market). Alliance noted that because the Funds need to maintain a certain
amount of liquidity to meet
27
redemption requests, the Funds do not typically hold a significant amount of
restricted or other illiquid securities because of the potential for delays on
resale and uncertainty in valuation.
For Funds that did not previously have a fundamental policy with respect to
underwriting securities, approval of this proposed modification would result in
the adoption of this policy as a fundamental policy for those Funds. To the
extent that a Fund has a related or a substantively duplicative policy or
policies with respect to underwriting, that policy or policies would be
eliminated with the approval of this proposed modification.
Proposal 3.D.
Amendment of Fundamental Policy Regarding
Concentration of Investments
Applicable Funds:
All Funds Except
International Growth and International Research Growth
Proposed New Fundamental Investment Policy: If the proposed amendment is
approved by stockholders, each Fund's fundamental investment policy regarding
concentration of investments in effect would read:
"The Fund may not concentrate investments in an industry, as concentration
may be defined under the 1940 Act or the rules and regulations thereunder
(as such statute, rules or regulations may be amended from time to time) or
by guidance regarding, interpretations of, or exemptive orders under, the
1940 Act or the rules or regulations thereunder published by appropriate
regulatory authorities."
Discussion of Proposed Modification:
In making its recommendation to the Boards, Alliance noted that even though
the 1940 Act does not define what constitutes "concentration" in an industry,
the staff of the Securities and Exchange Commission ("SEC") has taken the
position that investment of more than 25% of the value of a Fund's assets in
one or more issuers conducting their principal business activities in the same
industry (excluding the U.S. Government, its agencies or instrumentalities)
constitutes concentration. Under the SEC's guidelines, an industry
classification refers to companies that have economic characteristics that are
not materially different and does not include broad industry sectors such as
the healthcare, technology, utility, or real estate industries. The proposed
change would permit investment in a specific industry up to the prescribed
limits under the 1940 Act and accompanying SEC interpretations, as those limits
are updated from time to time. The proposed amendment would not affect the
Funds' investment policies.
For Funds that did not previously have a fundamental policy with respect to
concentration, approval of this proposed modification would result in the
adoption of this policy as a fundamental policy for those Funds. To the extent
that a Fund has a related or a substantively duplicative policy or policies
with respect to concentration, that policy or policies would be eliminated with
the approval of this proposed modification.
Proposal 3.E.
Amendment of Fundamental Policy Regarding
Investment in Real Estate and Companies that Deal in Real Estate
Applicable Funds:
All Funds Except:
International Growth and International Research Growth
Proposed New Fundamental Investment Policy: If the proposed amendment is
approved by stockholders, each Fund's fundamental investment policy in effect
would read:
"The Fund may not purchase or sell real estate except that it may dispose of
real estate acquired as a result of the ownership of securities or other
instruments. This restriction does not prohibit the Fund from investing in
securities or other instruments backed by real estate or in securities of
companies engaged in the real estate business."
28
Discussion of Proposed Modification:
The 1940 Act requires a Fund to state a fundamental policy regarding the
purchase and sale of real estate. In making its recommendation to the Boards,
Alliance noted that as a general matter, under a Fund's current real estate
investment policy, a Fund is restricted in its ability to purchase and sell
real estate even when ownership of the real estate devolves upon the Fund
through permissible investments. For instance, Alliance noted that it is
possible that a Fund could, as a result of an investment in debt securities of
a company that deals in real estate, come to hold an interest in real estate in
the event of a default. The proposed modification to a Fund's policy on real
estate-related investments would permit the sale of real estate when ownership
of real estate results from permissible investments. The modification also
clarifies that a Fund may invest in real estate-related securities and real
estate backed securities or instruments.
For Funds that did not previously have a fundamental policy with respect to
real estate investments, approval of this proposed modification would result in
the adoption of this policy as a fundamental policy for those Funds. In
addition, to the extent that a Fund has a real estate policy that was put into
place to satisfy state "blue sky" requirements, such as those that address
investment in real estate limited partnerships, any such real estate policy
would be eliminated upon the approval of this proposed modification.
Proposal 3.F.
Amendment of Fundamental Policy Regarding
Investment in Commodities, Commodity Contracts and Futures Contracts
Applicable Funds:
All Funds Except:
International Growth and International Research Growth
Proposed New Fundamental Investment Policy: If the proposed amendment is
approved by stockholders, each Fund's fundamental investment policy in effect
would read:
"The Fund may not purchase or sell commodities regulated by the Commodity
Futures Trading Commission under the Commodity Exchange Act or commodity
contracts except for futures contracts and options on futures contracts."
Discussion of Proposed Modification:
In making its recommendation to the Boards, Alliance noted that the proposed
changes to a Fund's policy make it clear that the Fund may use derivatives.
Futures contracts and options on futures contracts are generally accepted under
modern portfolio management and are regularly used by many mutual funds and
other institutional investors. Except as discussed below, the proposed
amendment would not affect the Funds' investment policies.
Alliance discussed certain of the risks involved in investments in
derivative instruments. Alliance noted that there is the risk that interest
rates, securities prices and currency markets will not move in the direction
that a Fund's portfolio manager anticipates and the risk of imperfect
correlation between the price of derivative instruments and movements in the
direct investments for which derivatives are a substitute. Other risks include
the possible absence of a liquid secondary market for any particular instrument
and possible exchange-imposed price fluctuation limits, either of which may
make it difficult or impossible to close out a position when desired, the risk
that adverse price movements in an instrument can result in a loss
substantially greater than the Fund's initial investment in that instrument (in
some cases, the potential loss is unlimited), and the risk that the
counterparty will not perform its obligations.
For Funds that previously had a non-fundamental policy with respect to
commodities, commodity contracts and futures contracts, approval of this
proposed modification would also result in the adoption of this policy as a
fundamental policy for those Funds. In addition, certain of the Funds have a
fundamental policy that does not permit investments in futures contracts. These
Funds are Corporate Bond, Exchange Reserves, Real Estate Institutional, Mid-Cap
Growth, and Real Estate. If the stockholders of these Funds approve this
proposal, these
29
Funds would have the flexibility to invest in futures contracts. The extent to
which any such Fund may invest in futures contracts will be disclosed in its
prospectus. It is not expected that the adoption of this less restrictive
policy will have any significant effect on the management of the Funds.
Proposal 3.G.
Amendment of Fundamental Policies Regarding Loans
Applicable Funds:
All Funds
Proposed New Fundamental Investment Policy: If the proposed amendment is
approved by stockholders, each Fund's fundamental investment policies regarding
loans in effect would read:
"The Fund may not make loans except through (i) the purchase of debt
obligations in accordance with its investment objectives and policies; (ii)
the lending of portfolio securities; (iii) the use of repurchase agreements;
or (iv) the making of loans to affiliated funds as permitted under the 1940
Act, the rules and regulations thereunder (as such statutes, rules or
regulations may be amended from time to time), or by guidance regarding, and
interpretations of, or exemptive orders under, the 1940 Act."
Discussion of Proposed Modification:
In making its recommendation to the Boards, Alliance noted that the proposed
change clarifies a Fund's ability to engage in securities lending and/or
interfund lending to the extent permitted by the 1940 Act and the then-current
SEC policy. The 1940 Act currently limits loans of a Fund's securities to
one-third of the Fund's assets, including any collateral received from the
loan, provided that loans are 100% collateralized by cash or cash equivalents.
In the future, should the rules and regulations governing loans by mutual funds
change, the proposed restriction would automatically conform to those new
requirements without the need to solicit stockholder votes.
The current restrictions of most Funds are consistent with the current
limitation and the proposed amendment would not affect the Funds' investment
strategies. However, the restrictions are set lower than the maximum allowed
under the 1940 Act for Growth (25%), Tax-Managed Balanced Wealth (25%), and
Tax-Managed Wealth Preservation (25%). If this proposal is approved by
stockholders, the Funds would be permitted to make loans to the maximum extent
permitted by the 1940 Act. This less restrictive lending policy is not expected
to have a significant effect on the management of the Funds.
For Funds that did not previously have a fundamental policy with respect to
making loans, approval of this proposed modification would result in the
adoption of this policy as a fundamental policy for those Funds.
Proposal 3.H.
Elimination of the Fundamental Policy Prohibiting
Joint Securities Trading Accounts
Applicable Funds:
Americas Government Income, Corporate Bond, U.S. Government, Small Cap Growth,
Emerging Market, Greater China, Global Strategic Income, Real Estate
Institutional, Large Cap Growth, AMIF - California Portfolio, AMIF - Insured
National Portfolio, AMIF - New York Portfolio, AMIF - National Portfolio, AMIF
II - All Portfolios, Multi-Market Strategy, Real Estate, and Utility Income
Proposal:
It is proposed that the fundamental investment policy prohibiting
participation in a joint securities trading account be eliminated in its
entirety.
Reasons for the Elimination of the Investment Policy:
In making its recommendation to the Boards to eliminate this policy,
Alliance noted that the fundamental investment restriction on a Fund's
participation in a joint securities trading account was based on the
requirements formerly imposed by state "blue sky" regulators as a condition to
registration. As a result of NSMIA, this
30
policy is no longer required and may be eliminated from a Fund's fundamental
investment policies. Furthermore, Alliance noted that Section 17(d) of the 1940
Act generally prohibits any affiliated person of or principal underwriter for a
Fund acting as principal to effect any transaction in which the Fund is a
joint, or joint and several, participant with such person. Consequently, except
for those transactions that either the 1940 Act or the SEC has deemed, with the
proper level of Board oversight, to pose no problems of overreaching by an
affiliate, a Fund would be required to seek an exemptive order from the SEC
before engaging in the type of activity covered by this policy. Because the
1940 Act and related regulations adequately protect a Fund and its
stockholders, there is no need to maintain this policy.
Proposal 3.I.
Elimination of the Fundamental Policy Prohibiting
Investments for Purposes of Exercising Control
Applicable Funds:
All Funds Except:
U.S. Large Cap, Quality Bond, Global Research Growth, High Yield, International
Growth, International Research Growth, Mid-Cap Growth, AMIF - All Portfolios,
AMIF II - All Portfolios, Growth, Tax-Managed Balanced Wealth, and Tax-Managed
Wealth Preservation
Proposal:
It is proposed that the fundamental investment policy prohibiting
investments made for purposes of exercising control over, or management of, the
issuer be eliminated in its entirety.
Reasons for the Elimination of the Investment Policy:
In making its recommendation to the Boards to eliminate this policy,
Alliance noted that the investment restriction on investing in a security for
the purpose of obtaining or exercising control over, or management of, the
issuer was based on the requirements formerly imposed by state "blue sky"
regulators as a condition to registration. As a result of NSMIA, this policy is
no longer required and may be eliminated from a Fund's investment policies. The
proposed amendment would not affect the Funds' investment strategies.
Proposal 3.J.
Elimination of the Fundamental Policy Prohibiting Investments in Other
Investment Companies Exceeding Specified Percentage Limitations
Applicable Funds:
Americas Government Income, Corporate Bond, U.S. Government, Balanced Shares,
Emerging Market, Exchange Reserves, Growth & Income, Global Research Growth,
Large Cap Growth, Multi-Market Strategy, and Utility Income
Proposal:
It is proposed that the fundamental investment policy on investments in
other investment companies be eliminated in its entirety.
Reasons for the Elimination of the Investment Policy:
In making its recommendation to the Boards to eliminate this policy,
Alliance noted that the fundamental investment policy on investments in other
investment companies was based on requirements formerly imposed by state "blue
sky" regulators as a condition to registration. As a result of NSMIA, this
policy is no longer required to be among a Fund's fundamental investment
policies. Moreover, Alliance noted that in the absence of this policy, the
Funds are still subject to the limitations on investments in other investment
companies imposed on all mutual funds under Section 12(d)(1)(A) of the 1940
Act. In general, under that section, an investment company ("Acquiring Fund")
cannot acquire shares of another investment company ("Acquired Fund") if, after
the acquisition, (i) the Acquiring Fund would own more than 3% of the Acquired
Fund's securities; (ii) more than 5% of
31
the total assets of the Acquiring Fund would be invested in the Acquired Fund;
and (iii) more than 10% of the total assets of the Acquiring Fund would be
invested in other investment companies (including the Acquired Fund).
Stockholders should note that at a meeting held on August 3, 2005, as a
result of Alliance's recommendation, the Boards of the affected Funds adopted a
non-fundamental policy to address investment in other investment companies.
That policy states in effect that: "A Fund may invest in the securities of
other investment companies, including exchange-traded funds, to the extent
permitted under the 1940 Act or the rules and regulations thereunder (as such
statute, rules or regulations may be amended from time to time) or by guidance
regarding, interpretations of, or exemptive orders under, the 1940 Act or the
rules or regulations thereunder published by appropriate regulatory
authorities." Stockholders are not required to approve non-fundamental
policies. The Boards have the flexibility to amend a non-fundamental policy in
furtherance of a Fund's best interests, without the expense and delay of
soliciting a stockholder vote.
To the extent that a Fund has a related policy with respect to investments
in other investment companies, that policy would be eliminated with the
approval of this Proposal.
Proposal 3.K.
Elimination of the Fundamental Policy Prohibiting
Investments in Oil, Gas, and Other Types of Minerals or Mineral Leases
Applicable Funds:
Americas Government Income, Corporate Bond, U.S. Government, Balanced
Shares, Small Cap Growth, Emerging Market, Growth & Income, Global Strategic
Income, Global Technology, Real Estate Institutional, Large Cap Growth, Mid-Cap
Growth, Multi-Market Strategy, Real Estate, and Utility Income
Proposal:
It is proposed that the fundamental investment policy prohibiting Funds from
purchasing oil, gas, and other types of minerals or mineral leases be
eliminated in its entirety.
Reasons for the Elimination of the Investment Policy:
In making its recommendation to the Boards to eliminate this policy,
Alliance noted that the fundamental investment policy on purchasing or selling
interests in oil, gas, or other types of minerals or mineral leases was based
on the requirements formerly imposed by state "blue sky" regulators as a
condition to registration. As a result of NSMIA, this policy is no longer
applicable and may be eliminated from the Funds' investment policies.
Nevertheless, Alliance noted that there are no current expectations that the
Funds will engage in such activities. In the future, should a Fund decide to
engage in such activities, appropriate disclosure regarding the nature and
risks of such investments would be disclosed in a Fund's prospectus and
statement of additional information.
Proposal 3.L.
Elimination of the Fundamental Policy
Restricting Purchases of Securities on Margin
Applicable Funds:
All Funds Except:
ABT - All Funds, Focused Growth & Income, Global Health Care, International
Growth, International Research Growth, and TAP - All Funds
Proposal:
It is proposed that the fundamental investment policy restricting the
purchase of securities on margin be eliminated.
32
Reasons for the Elimination of the Investment Policy:
In making its recommendation to the Boards to eliminate this policy,
Alliance noted that the fundamental investment policies on margin activities
were based on the requirements formerly imposed by state "blue sky" regulators
as a condition to registration. As a result of NSMIA, these policies are no
longer required and may be eliminated from the Funds' fundamental investment
policies. Furthermore, it is unlawful for an investment company, in
contravention of applicable SEC rules or orders, to purchase securities on
margin except for such short-term credits as are necessary for clearing
transactions. Alliance advised the Boards that the SEC has not adopted rules
relating to purchasing securities on margin and the policy is not required to
be fundamental.
At a meeting held on August 3, 2005 for all applicable Funds except Global
Technology, and on August 9, 2005, for Global Technology, after considering
Alliance's recommendation, the Boards of the affected Funds adopted a
non-fundamental policy that reflects the limited exception for purchasing
securities on margin and clarifies that margin deposits in connection with
certain financial instruments do not fall within the general prohibition on
purchasing securities on margin. That non-fundamental policy reads in effect as
follows: "A Fund may not purchase securities on margin, except (i) as otherwise
provided under rules adopted by the SEC under the 1940 Act or by guidance
regarding the 1940 Act, or interpretations thereof, and (ii) that the Fund may
obtain such short-term credits as are necessary for the clearance of portfolio
transactions, and the Fund may make margin payments in connection with futures
contracts, options, forward contracts, swaps, caps, floors, collars and other
financial instruments." Stockholder approval of this non-fundamental policy is
not required. A Fund's Board has the flexibility to amend a non-fundamental
policy in furtherance of the Fund's best interests, without the expense and
delay of a stockholder vote.
Proposal 3.M.
Elimination of the Fundamental Policy
Restricting Short Sales
Applicable Funds:
All Funds Except:
U.S. Large Cap, Focused Growth & Income, Global Health Care, Global Research
Growth, Global Technology, International Growth, International Research Growth,
and TAP - All Funds
Proposal:
It is proposed that the fundamental investment policy on short sales be
eliminated.
Reasons for the Elimination of the Investment Policy:
In making its recommendation to the Boards to eliminate this policy,
Alliance noted that the fundamental investment policies on short sales were
based on the requirements formerly imposed by state "blue sky" regulators as a
condition to registration. As a result of NSMIA, these policies are no longer
required and may be eliminated from the Funds' fundamental investment policies.
The Boards have approved the use by certain of the Funds of short sales as
an investment strategy that is disclosed in the Funds' prospectuses. The risks
of short selling are also disclosed for such Funds in their prospectuses.
Alliance and the Boards believe that it is important for a Fund to have the
flexibility to add or to revise these investment strategies in furtherance of
the Fund's best interests, without the expense and delay of a stockholder vote
that would be required if such strategies were designated as fundamental
policies.
33
Proposal 3.N.
Elimination of the Fundamental Policy Prohibiting Pledging, Hypothecating,
Mortgaging, or Otherwise Encumbering Assets
Applicable Funds:
All Funds Except:
Quality Bond, U.S. Government, High Yield, International Growth,
International Research Growth, Utility Income, Tax-Managed Balanced
Wealth, Tax-Managed Wealth Preservation, and Growth
Proposal:
It is proposed that the fundamental investment policy prohibiting the
pledging, hypothecating, mortgaging, or otherwise encumbering a Fund's assets
be eliminated in its entirety.
Reasons for the Elimination of the Investment Policy:
In making its recommendation to the Boards to eliminate this policy,
Alliance noted that the prohibition on pledging hypothecating, mortgaging, or
otherwise encumbering a Fund's assets was based on the requirements formerly
imposed by state "blue sky" regulators as a condition to registration. As a
result of NSMIA, this policy is no longer required and may be eliminated from
the Funds' fundamental investment policies. Alliance noted that the Funds'
current limits on pledging may conflict with each Fund's ability to borrow
money to meet redemption requests or for temporary emergency purposes or, if
Proposal 3.B. is approved, for any other purpose. This conflict arises because
banks may require borrowers such as the Funds to pledge assets in order to
collateralize the amount borrowed. These collateral requirements are typically
for amounts at least equal to, and often larger than, the principal amount of
the loan. The Funds' current policies, however, could be read to prevent these
types of collateral arrangements and could therefore have the effect of
reducing the amount that the Funds may borrow in these situations. Although
Alliance currently plans, on behalf of the Funds, to engage only in pledging in
connection with borrowing money for redemptions or temporary emergency
purposes, pledging assets could decrease the Funds' ability to liquidate
assets. If the Funds pledged a large portion of their assets, the ability to
meet redemption requests or other obligations could be delayed. In any event,
the Funds' current borrowing limits would remain consistent with limits
prescribed under the 1940 Act.
Proposal 3.O.
Elimination of the Fundamental Policy Regarding Investments in Illiquid or
Restricted Securities
Applicable Funds:
Corporate Bond and Growth & Income
Proposal:
It is proposed that the fundamental investment policy prohibiting or
imposing limitations on investments in illiquid or restricted securities be
eliminated.
Reasons for the Elimination of the Investment Policy:
In making its recommendation to the Boards to eliminate this policy,
Alliance noted that the prohibitions or limitations on investments in illiquid
or restricted securities were required to be deemed fundamental based on the
requirements formerly imposed by state "blue sky" regulators as a condition to
policy. However, as a result of NSMIA, this policy is no longer required to be
a fundamental investment restriction. Alliance does not anticipate that the
proposed change will have a material impact on the operation of the Funds since
the Funds need to maintain a certain amount of liquidity to meet redemption
requests, the Funds do not typically hold a significant amount of illiquid or
restricted securities because of the potential for delays on resale and
uncertainty in valuation. In addition, under current SEC guidelines a Fund must
limit its investments in illiquid or restricted securities that are illiquid
securities to 15% of its assets.
As a result of Alliance's recommendation, the Boards approved a
standardized, non-fundamental policy consistent with the current SEC guidance
that would limit a Fund's investments in illiquid securities, including
34
restricted securities, to not more than 15% of its assets or such other amount
permitted by SEC guidelines. Stockholder approval of this non-fundamental
policy is not required.
Proposal 3.P.
Elimination of the Fundamental Policy Regarding Investments in Warrants
Applicable Funds:
Americas Government Income, U.S. Government, Corporate Bond, Balanced Shares,
Small Cap Growth, Growth & Income, Large Cap Growth, Mid-Cap Growth,
and Multi-Market Strategy
Proposal:
It is proposed that the fundamental investment policy regarding limitations
on investments in warrants be eliminated in its entirety.
Reasons for the Elimination of the Investment Policy:
The Funds listed above have fundamental policies that impose a percentage
limitation on investments in warrants (typically, 5%). In making its
recommendation to the Boards to eliminate this policy, Alliance noted that
state "blue sky" regulators, as a condition to registration, imposed these
policies. However, as a result of NSMIA, this restriction is no longer required
to be a fundamental investment policy. Alliance recommended that the policy
restricting a Fund's investments in warrants be eliminated to permit a Fund the
maximum flexibility to invest in warrants to the extent permissible under
applicable law. Warrants are derivative securities that entitle the holder to
purchase another security at a specified price at any time during the life of
the warrants. Investments in warrants may be considered speculative because
they do not represent any rights in the assets of an issuing company nor do
they entitle the holder to dividends or voting rights. In addition, if the
exercise price of a warrant is above the market price on, or a Fund fails to
exercise the warrant prior to, the expiration date, the warrant will expire
worthless.
The Funds may, subject to Board approval, invest in warrants if this
proposal is approved. This is an investment strategy that will be disclosed in
a Fund's prospectus. Elimination of the fundamental policy would give a Fund's
Board the flexibility to add or revise this investment strategy in furtherance
of the Fund's best interests without incurring the expense and delay of a
stockholder vote that would be required if such a strategy was designated as a
fundamental policy.
Proposal 3.Q.
Elimination of the Fundamental Policy Regarding
Investments in Unseasoned Companies
Applicable Funds:
Corporate Bond, Balanced Shares, Exchange Reserves, Growth & Income,
Large Cap Growth, and Mid-Cap Growth
Proposal:
It is proposed that the fundamental investment policy prohibiting
investments in issuers with less than three years of operations be eliminated
in its entirety.
Reasons for the Elimination of the Investment Policy:
In making its recommendation to the Boards, Alliance noted that the
fundamental investment policy prohibiting investments in issuers that have been
in business for less than three years was based on the requirements formerly
imposed by state "blue sky" regulators as a condition to registration. As a
result of NSMIA, this policy is no longer required and may be eliminated from a
Fund's fundamental investment policies. In recommending the elimination of the
unseasoned issuers policy, Alliance stated its belief that the elimination of
the policy would permit a Fund to further avail itself of investment
opportunities in smaller capitalization, less seasoned companies. To the extent
that a Fund invests in these types of issuers, it may be subject to greater
risks. Such companies
35
may not have experience in operating through prolonged periods of economic
difficulty and, as a result, the price of their shares may be more volatile
than the shares of companies that have longer operating histories.
Related or substantively duplicative policies with respect to investment in
unseasoned issuers would be eliminated upon the approval of the Proposal.
Proposal 3.R.
Elimination of Requirement to Invest in Specific Investments
Applicable Funds:
Balanced Shares, Americas Government Income, Global Technology, and Large Cap
Growth
Proposal:
Eliminate policies that require a Fund to be "balanced" or invest 80% of its
assets in a specific investment.
Reasons for the Proposed Elimination:
ABS has a fundamental policy that requires it to be a "balanced fund."
AAGIT has a fundamental policy that states that the "Fund invests at least
80% of its net assets in debt securities rated investment grade (at least BBB
by Standard & Poor's Ratings Services or Fitch Ratings, or Baa by Moody's
Investors Service, Inc. or better) at the time of investment and may invest up
to 20% of its net assets in non-investment grade debt securities rated, at the
time of investment, at least B- by S&P or Fitch or B3 by Moody's, or, if at the
time of investment, unrated, determined by the Adviser to be of equivalent
quality."
Global Technology has a fundamental policy that states that "under normal
circumstances, the Fund invests at least 80% of its net assets in securities of
companies that use technology extensively in the development of new or improved
products or processes."
Large Cap Growth has a fundamental policy that requires that the Fund
normally "invest at least 80% of its total assets in the equity securities of
U.S. companies."
In making its recommendation to the Boards, Alliance noted these policies
were not required to be fundamental by Rule 35d-1 (the "names rule"). The names
rule requires an investment company with a name that suggests that it focuses
its investments in a particular type of investment have a policy to invest at
least 80% of its assets in the type of investments suggested by the name. The
rule, however, does not require a Fund's named investment policy to be
fundamental. Alliance proposed, and the Board approved, that each Fund's named
investment policy be eliminated consistent with the general principle that
policies should not be fundamental where they are not required to be. Where
required by the names rule, such as for Americas Government Income or Global
Technology, the Funds have an 80% non-fundamental investment policy. These
policies will not be changed without 60 days prior written notice to
stockholders.
Proposal 3.S.
Elimination of the Fundamental Policy Regarding
65% Limitations in Certain Investments
Applicable Funds:
Corporate Bond, U.S. Government, AMIF - Insured California Portfolio, AMIF -
Insured National Portfolio, and Utility Income
Proposal:
It is proposed that a Fund's fundamental 65% investment policy be eliminated.
Reasons for the Elimination of the Investment Policy:
U.S. Government has a fundamental policy that states that the Fund pursues
its objective by investing at least 65% of its total assets in U.S. Government
securities and repurchase agreements and forward contracts relating to U.S.
Government securities.
36
Corporate Bond has a fundamental policy that states that the Fund follows a
policy of maintaining at least 65% of its net assets invested in debt
securities.
AMIF - Insured National Portfolio and Insured California Portfolio each has
a fundamental policy that states that the Fund under normal circumstances
invests at least 65% of its total assets in insured securities.
Utility Income has a fundamental policy that states that the Fund normally
invests at least 65% of its total assets in securities of companies in the
utilities industry.
In making its recommendation to the Boards, Alliance noted that prior to the
adoption of the names rule, SEC staff guidance required that a fund with a name
that suggests that it focuses on a particular type of investment to invest at
least 65% of its assets in such investments. Although these 65% policies were
not required to be fundamental policies, the Funds identified above adopted
fundamental 65% policies. After adoption of the names rule, the Funds adopted
80% non-fundamental policies but did not seek a stockholder vote to eliminate
their fundamental 65% policies.
Elimination of these redundant 65% fundamental policies will give the Boards
the flexibility to change names and investment strategies of the Funds in
response to changes in market conditions without the expense and time delay
associated with obtaining a stockholder vote, although stockholders will
receive at least 60 days prior written notice of any change.
Proposal 3.T.
Elimination of the Fundamental Policy Regarding Purchasing Securities of
Issuers in which Officers, Directors or Partners Have an Interest
Applicable Funds:
Corporate Bond, Balanced Shares, Small Cap Growth, Exchange Reserves, Growth &
Income, Large Cap Growth, and Mid-Cap Growth
Proposal:
It is proposed that the fundamental investment policy prohibiting
investments in securities of companies in which a Fund's officers, Directors or
partners have an interest be eliminated in its entirety.
Reasons for the Elimination of the Investment Policy:
In making its recommendation to the Boards to eliminate this policy,
Alliance noted that these prohibitions were originally adopted to address the
requirements formerly imposed by state "blue sky" regulators as a condition to
registration. As a result of NSMIA, this policy is no longer required and may
be eliminated from the Funds' fundamental investment policies. Eliminating this
restriction would increase Alliance's flexibility when choosing investments on
a Fund's behalf. Alliance further noted that it believes that the policy is
unnecessary because each Fund's Code of Ethics adequately covers and provides
for the monitoring of the Fund's securities purchases and security ownership by
the Fund's officers and directors. In addition, Alliance noted that securities
purchases by a Fund that may pose conflicts of interest are subject to the
restrictions imposed by Section 17 of the 1940 Act and the rules thereunder.
Proposal 3.U.
Elimination of the Fundamental Policy Regarding Purchasing or Selling
Securities Through Interested Parties
Applicable Funds:
Mid-Cap Growth
Proposal:
It is proposed that the fundamental investment policy prohibiting purchases
or sales through interested persons be eliminated.
37
Reasons for the Elimination of the Investment Policy:
The Fund has a fundamental policy that prohibits it from buying or selling
any securities from, to or through its officers or directors or other
"interested persons" except for purchases or sales of Fund shares, or in
transactions on a securities exchange including only regular exchange
commissions and charges. In making its recommendation to the Board to eliminate
the policy, Alliance noted that the 1940 Act does not require that this
prohibition be a fundamental policy of the Fund. Furthermore, this policy
basically restates existing law because the 1940 Act generally prohibits
principal trades between the Fund and interested parties.
Proposal 3.V.
Elimination of the Fundamental Policy Restricting Option Transactions
Applicable Funds:
Americas Government Income, Small Cap Growth, Exchange Reserves, Large Cap
Growth, and AMIF II - All Portfolios
Proposal:
It is proposed that the fundamental investment policies regarding option
transactions be eliminated in their entirety.
Reasons for the Elimination of the Investment Policies:
The Fund's listed above have fundamental policies that impose various
restrictions on options transactions, including prohibitions on the writing of
put and call options except as in accordance with a Fund's investment objective
and policies, or the purchase of puts, calls, straddles, spreads and
combinations that exceed 5% of a Fund's total assets. Large Cap Growth has
additional restrictions on options with respect to: (i) liquidity, (ii) premium
payments, (iii) participation in options over-the-counter when they are
available on an exchange, and (iv) the persons who may serve as a
counterparties in over-the-counter transactions.
In making its recommendation to the Boards to eliminate these policies,
Alliance noted that these restrictions were originally adopted to address the
requirements formerly imposed by state "blue sky" regulators as a condition to
registration. As a result of NSMIA, these policies are no longer required and
may be eliminated from the Funds' fundamental investment policies. None of
these policies are required to be fundamental under the 1940 Act. Consequently,
Alliance recommended that these policies be eliminated.
The Boards may approve investments in options as an investment strategy that
is disclosed in the Funds' prospectus. Investments in options are considered
speculative and a Fund may lose the premium paid for them if the price of an
underlying security decreased or remained the same (in the case of a call
option) or increased or remained the same (in the case of a put option). If a
put or call option purchased by a Fund were permitted to expire without being
sold or exercised, its premium would represent a loss to the Fund. Elimination
of these fundamental policies would give a Fund's Board the flexibility to add
or revise this investment strategy in furtherance of the Fund's best interests
without incurring the delay and expense of seeking stockholder approval.
Proposal 3.W.
Elimination of the Fundamental Policy Regarding
Purchasing Voting or Other Securities of Issuers
Applicable Funds:
Emerging Market, Exchange Reserves, Mid-Cap Growth, and Utility Income
Proposal:
It is proposed that the fundamental investment policy regarding purchasing
voting or other securities be eliminated in its entirety.
38
Reasons for the Elimination of the Investment Policy:
Emerging Market and Utility Income each have a fundamental policy with
regard to voting securities that states that "[t]he Fund may not purchase more
than 10% of any class of the voting securities of any one issuer." Mid-Cap
Growth has a policy that states that "[t]he Fund may not acquire more than 10%
of the voting or other securities of any one issuer." Exchange Reserves has a
fundamental policy that states that "[t]he Fund may not invest in more than 10%
of any one class of an issuer's outstanding securities (exclusive of securities
issued or guaranteed by the United States Government, its agencies or
instrumentalities)."
In making its recommendation to the Boards to eliminate each of these
policies, Alliance noted that a Fund is not required to have a fundamental
policy on its investment in voting or other securities except implicitly in the
context of its noting whether it is a diversified fund. A diversified fund may
not, with respect to 75% of its total assets: (1) invest more than 5% of its
total assets in the securities of one issuer, or (2) hold more than 10% of the
outstanding voting securities of such issuer. Alliance noted that Emerging
Market is not a diversified fund and consequently, it is not subject to the 10%
test. Because these policies are unnecessary in light of the 1940 Act's
diversification tests and the Funds' fundamental diversification policy,
Alliance recommended that they be eliminated. Elimination of this policy would
have no effect on a Fund's investment strategy.
Each of the Funds must also meet certain diversification requirements under
the Internal Revenue Code in order to qualify for beneficial tax treatment as a
regulated investment company. These diversification requirements provide, in
part, that as to 50% of a Fund's assets, investments in any one issuer cannot
exceed 5% of the Fund's assets and the Fund cannot hold more than 10% of the
issuer's outstanding voting securities at the end of each quarter. Each Fund
intends to qualify as a regulated investment company ("RIC") for tax purposes
and elimination of the fundamental policy regarding purchasing voting
securities will not affect the Fund's status as a RIC.
Proposal 3.X.
Elimination of the Fundamental Policy Regarding Percentage Limitation On
Investments In Repurchase Agreements
Applicable Funds:
AMIF - Insured California Portfolio
Proposal:
It is proposed that the fundamental investment policy limiting repurchase
agreements with any one dealer to 5% of the Fund's assets be eliminated in its
entirety.
Reasons for the Elimination of the Investment Policy:
In making its recommendation to the Board to eliminate the policy, Alliance
noted that policies limiting the Fund's ability to invest in repurchase
agreements are not required to be fundamental under the 1940 Act. A repurchase
agreement arises when a buyer purchases a security and simultaneously agrees to
resell it to the vendor at an agreed-upon future date, normally a day or a few
days later. The resale price is greater than the purchase price, reflecting an
agreed-upon interest rate for the period the buyer's money is invested in the
security. A repurchase agreement may be seen as a loan by the Fund secured by
the security subject to the repurchase agreement. Alliance recommended that the
policy restricting the Fund's investments in repurchase agreements be
eliminated to permit the Fund the maximum flexibility to invest in repurchase
agreements to the extent permissible under applicable law. Alliance also
recommended elimination of this fundamental policy to be consistent with the
proposed modification to the Fund's fundamental investment policy on making
loans. As discussed above in Proposal 3.G., the modification to the fundamental
policy on loans provides in effect that the Fund may enter into repurchase
agreements. That proposed policy does not impose any limitations on a Fund's
ability to enter into repurchase agreements but it is not expected that this
flexibility to invest without limitation subject to applicable 1940 Act
limitations will have a significant effect on the management of the Fund.
39
Proposal 3.Y.
Elimination of the Fundamental Policy Regarding Transactions Effected
Through Affiliated Broker-Dealer
Applicable Funds:
Large Cap Growth
Proposal:
It is proposed that a fundamental investment policy requirement that
securities transactions effected through an affiliated broker-dealer be fair
and reasonable be eliminated in its entirety.
Reasons for the Elimination of the Investment Policy:
The Fund's fundamental investment policy with regard to the use of
affiliated broker-dealers states that: "[a]ny securities transaction effected
through an affiliated broker-dealer will be fair and reasonable in compliance
with Rule 17e-1 under the 1940 Act." In making its recommendation to the Board
to eliminate the policy, Alliance noted that policies regarding the use of
affiliated broker-dealers are not required to be fundamental policies under the
1940 Act. Moreover, this fundamental policy is unnecessary in that it is
redundant with the requirements of Rule 17e-1. As required by the Rule's
provisions, the Fund's Board has adopted Rule 17e-1 Procedures that are
reasonably designed to ensure that commissions, fees or other remuneration for
transactions effected through a Fund's affiliated broker-dealers will be fair
and reasonable. As a result, Alliance recommended that this fundamental
investment policy be eliminated because it is unnecessary.
Proposal 3.Z.
Elimination of the Fundamental Policy Regarding
Special Meetings Called by Stockholders
Applicable Funds:
Large Cap Growth
Proposal:
It is proposed that this fundamental investment policy, which provides that
special meetings of stockholders for any purpose may be called by 10% of the
stockholders, be eliminated in its entirety.
Reasons for the Elimination of the Investment Policy:
Policies regarding special meetings are not required to be fundamental under
the 1940 Act. Special meetings of stockholders are regulated under state law
and a Fund's Bylaws. In making its recommendation to the Board to eliminate the
policy, Alliance noted that the elimination is consistent with the effort to
standardize the fundamental policies across the AllianceBernstein Fund Complex.
If this proposal is approved by stockholders, procedures for the calling of
special meetings will be as set forth in the Fund's Bylaws, which currently
provides that special meetings may be called by 25% of the stockholders except
that 10% of the stockholders may call a meeting for the purpose of removal of
any director or directors.
Proposal 3.Z.1
Elimination of the Fundamental Policy Regarding Investment Grade Securities
Applicable Funds:
Balanced Shares and Growth & Income
Proposal:
It is proposed that this fundamental investment policy on investments in
investment grade securities be eliminated in its entirety.
Reasons for the Elimination of the Investment Policy:
Balanced Shares has a fundamental policy "not to invest only in investment
grade securities." Growth & Income has a fundamental policy to invest "only in
investment grade securities." In making its recommendation
40
to the Boards to eliminate the policy, Alliance noted that these fundamental
investment policies were based on the requirements formerly imposed by state
"blue sky" regulators as a condition to registration. As a result of NSMIA,
this policy is no longer required and may be eliminated. If stockholders
approve elimination of these policies, the Funds will have greater flexibility
to invest in lower-rated or "high-yield" securities. A Fund would disclose its
policy regarding investments in high-yield securities as part of its investment
strategy disclosure in its prospectus. Growth & Income has no current intention
to invest significantly in high-yield securities. Balanced Shares expects to
invest up to 20% of its fixed-income allocation in high-yield securities. As an
operational guideline, no more than 25% of its investments in high-yield
securities will be rated CCC or below by Standard & Poor's Rating Services.
High-yield securities are subject to greater credit risk or loss of principal
and interest than higher-rated securities. These securities may also be subject
to liquidity risk because the market for lower-rated securities may be thinner
and less active than that for higher-rated securities.
Approval of each of Proposal 3.A. - 3.Z.1. by a Fund requires the
affirmative vote of the holders of a "majority of the outstanding voting
securities" of a Fund as defined in the 1940 Act, which means the lesser of (i)
67% or more of the voting securities of the Fund present or represented by
proxy, if the holders of more than 50% of the outstanding voting securities are
present or represented by proxy, or (ii) more than 50% of the outstanding
voting securities of the Fund ("1940 Act Majority"). If the stockholders of a
Fund do not approve a Proposal regarding a fundamental investment restriction,
the Fund's current fundamental investment restriction will remain the same.
The Board, including the Independent Directors, of each Fund unanimously
recommends that the stockholders of each Fund vote "FOR" Proposals 3.A. through
3.Z.1.
41
PROPOSAL FOUR
Proposal 4.A.
Reclassification of Each Fund's
Fundamental Investment Objective as Non-fundamental
Applicable Funds:
ABT - All Funds, Global Research Growth, Global Strategic Income, and
Multi-Market Strategy
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 stockholder vote. The Proposal to reclassify these
objectives as non-fundamental is consistent with the changes proposed above,
which are intended to eliminate or reclassify any fundamental policy of a Fund
that is not required to be fundamental under the 1940 Act. The proposed
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
stockholder 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 60 days of any subsequent
material change to a Fund's investment objective.
The Board, including the Independent Directors, of each Fund unanimously
recommends that the stockholders of each affected Fund vote "FOR" Proposal 4.A.
Approval of this Proposal 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 the
Fund's investment objective.
Proposal 4.B.
Change in a Fund's Investment Objective
and Reclassification of Revised Investment Objective as Non-fundamental
Applicable Funds:
Americas Government Income, Corporate Bond, Quality Bond, U.S. Government,
Emerging Market, High Yield, AMIF - All Portfolios, AMIF II - All Portfolios,
Balanced Shares, Small Cap Growth, Focused Growth & Income, Global Health Care,
Growth & Income, Global Technology, Real Estate Institutional, Large Cap
Growth, Mid-Cap Growth, Real Estate, Utility Income, and Growth
In addition to reclassifying the Funds' investment objectives as
non-fundamental, Alliance recommended that the Board change certain Funds'
investment objectives in order to clarify and standardize these Funds'
investment objectives.
42
Based on recommendations from Alliance, the Boards of the affected Funds
approved and are recommending to stockholders changes to a Fund's investment
objective as detailed below:
1. Americas Government Income
Current Investment Proposed Investment
Objective: Objective:
(Fundamental) (Non-fundamental)
The Fund's investment The Fund's investment
objective is the highest objective is to generate
level of current income, current income,
consistent with what consistent with
Alliance consid-ers to preservation of capital.
be prudent investment
risk, that is available
from a portfolio of debt
securities issued or
guaranteed by the
governments of the
United States, Canada,
or Mex-ico, their
political subdivisions
(including Canadian
Provinces but excluding
the states of the United
States), agencies,
instrumentalities or
authorities.
The proposed change to the Fund's investment objective is intended to
identify the Fund as primarily seeking to generate income. The change to the
Fund's investment objective was part of other changes Alliance recommended to
broaden and globalize the Fund's investment strategy. These changes do not
require a stockholder vote. As part of these changes, Alliance recommended that
the Fund be renamed as "AllianceBernstein Global Government Income Trust, Inc."
Alliance also recommended that the Fund's investments no longer focus on debt
securities of issuers in the Western Hemisphere, including North, Central or
South America. Instead, the Fund would invest at least 65% of its assets in
debt securities issued by governments of countries that are members of the
Organization for Economic Co-operation and Development ("OECD"). The OECD is
composed of 30 countries having market democracies that work together to
address economic, social, environmental, and governance issues of the
globalizing world economy. Alliance advised the Board that these countries,
three-quarters of which are considered to be developed countries, will provide
broader and more diversified investment opportunities for the Fund. Alliance
advised the Board that the flexibility to consider a wider array of investments
would improve the Fund's risk/return profile and benefit investors.
2. Corporate Bond
Current Investment Proposed Investment
Objective: Objective:
(Fundamental) (Non-fundamental)
The Fund's investment The Fund's investment
objective is primarily objective is to maximize
to max-imize income over total returns from price
the long term to the appreciation and income.
extent con-sistent with
providing reasonable
safety in the value of
each stockholder's
investment, and
secondarily to in-crease
its capital through
appreciation of its
invest-ments in order to
preserve and, if
possible, increase the
purchasing power of each
stockholder's investment.
The proposed change in the Fund's investment objective is intended to more
clearly identify the Fund as primarily a total return investment vehicle.
Alliance recommended this change to the Board because, through its investments
in debt securities with longer maturities and also to a certain extent in
lower-rated securities, price appreciation is an important component of the
Fund's performance. The proposed changed would have no effect on the Fund's
investment strategy.
43
3. Quality Bond
Current Investment Proposed Investment
Objective: Objective:
(Fundamental) (Non-fundamental)
The Fund's investment The Fund's investment
objective is high objective is to generate
current in-come in-come and price
consistent with appreciation without
preservation of capital assuming what Alliance
by inves-ting in considers undue risk.
investment grade
fixed-income securities.
The proposed change to the Fund's investment objective is intended to
identify the Fund as seeking to generate both income and price appreciation.
The change to the Fund's investment objective was part of other changes
Alliance recommended to refocus the Fund's investment strategy on a broader
range of debt securities, including below investment grade debt securities,
rather than primarily on investment grade securities.
As part of the changes, Alliance recommended that the Fund be renamed as the
"AllianceBernstein Bond Fund, Inc. - Intermediate Bond Portfolio." In addition
to investing in below-investment grade securities, Alliance recommended that
the Fund be able to take advantage of broader opportunities to invest in
foreign fixed-income securities, including investing up to 25% of its assets in
non-U.S. Dollar-denominated securities. Alliance advised the Board that these
changes were intended to improve the returns available to the Fund's
stockholders without a significant increase in long-term volatility or risks.
4. U.S. Government
Current Investment
Objective: Proposed Investment
(Fundamental) Objective:
(Non-fundamental)
The Fund's investment
objective is a high The Fund's investment
level of cur-rent income objective is to generate
that is consistent with in-come and price
Alliance's appreciation without
determi-nation of assuming what Alliance
prudent investment risk. considers undue risk.
The proposed change is intended to identify the Fund as seeking to generate
both income and price appreciation. The investment strategies of seeking income
and relative stability through investment in government securities remain the
same. The proposed change would have no effect on the Fund's investment
strategy.
5. Emerging Market
Current Investment Proposed Investment
Objective: Objective:
(Fundamental) (Non-fundamental)
The Fund's investment The Fund's investment
objective is primarily a objective is to maximize
high level of current total returns from price
income and, secondarily, appreciation and income.
capital appreciation.
The proposed change in the Fund's investment objective is intended to more
clearly identify the Fund as primarily a total return investment vehicle.
Alliance recommended this change to the Board because, through its investments
in debt securities of emerging market countries, price appreciation is an
important component of the Fund's performance. Alliance also recommended, and
the Board approved, a change to the Fund's investment policy of limiting its
investments in sovereign debt obligations and U.S. and non-U.S. corporate
fixed-income securities to U.S. Dollar-denominated debt securities. Under the
new policy the Fund may invest in both U.S. Dollar-denominated and non-U.S.
Dollar-denominated securities, except that it will invest no more than 5% of
its assets in any one currency other than the U.S. As an operating policy, the
Fund will limit its investments in non-U.S. Dollar-denominated debt securities
to no more than 25% of its assets. The proposed changes to the Fund's
investment policies are intended to reflect the increased reliance by emerging
market governments on local currency financings and permit the Fund to
participate in local currency debt markets without significant additional risks
to investors. These changes do not require a stockholder vote.
44
6. High Yield
Current Investment Proposed Investment
Objective: Objective:
(Fundamental) (Non-fundamental)
The Fund's investment The Fund's investment
objective is high total objective is to maximize
return by maximizing total returns from price
current income and, to appreciation and income.
the extent con-sistent
with that objective,
capital appreciation.
The proposed change in the Fund's investment objective is intended to more
clearly identify the Fund as primarily a total return investment vehicle.
Alliance recommended this change to the Board because, through its investments
in debt securities in lower-rated securities, price appreciation is an
important component of the Fund's performance. Alliance also recommended, and
the Board approved, that the guideline for the Fund's investments in high yield
securities be changed to remove the maximum of 10% of investment in securities
rated CCC or below by Standard & Poors. Alliance advised the Board that the
elimination of this guideline is intended to allow the Fund more flexibility to
match its benchmark.
7. AMIF - All Portfolios (except AMIF - Insured California Portfolio) and AMIF
II - All Portfolios
Current Investment Proposed Investment
Objective: Objective:
(Fundamental) (Non-fundamental)
The Fund's investment The Fund's investment
objective is to earn the objective is to earn the
highest level of current highest level of current
income, exempt from income, exempt from
Federal and state Federal and state
taxation to the extent taxation, that is
described in the available without
Prospectus, that is assuming what Alliance
available without considers to be undue
assuming what Alliance risk.
considers to be undue
risk by investing
principally in
high-yielding,
predominantly medium
quality, municipal
securities.
The proposed changes are intended to clarify and simplify the Portfolios'
investment objectives as well as to standardize the investment objectives among
the fixed-income group of AllianceBernstein Funds. Alliance recommended the
proposed changes to the AMIF and AMIF II Portfolios' objectives, except for the
AMIF - Insured California Portfolio, to eliminate specific references to
investments in high-yielding, predominantly medium quality municipal
securities. Alliance noted that the references to specific investments would be
disclosed in the Portfolios' prospectuses as part of the discussion of their
principal investment strategies. In addition, Alliance noted that the current
reference to "high-yielding" municipal securities may now have the different,
and possibly misleading, connotation of investments in below-investment grade
securities than the reference had when many of the Portfolios were organized.
The proposed change would have no effect on the Fund's investment strategy.
8. AMIF - Insured California Portfolio
Current Investment Proposed Investment
Objective: Objective:
(Fundamental) (Non-fundamental)
The Fund's investment The Fund's investment
objective is to provide objective is to earn the
as high a level of highest level of current
current income, exempt income, exempt from
from Federal income tax Federal and state
and California personal taxation, that is
income tax as is available without
consistent with the assuming what Alliance
preservation of capital. considers to be undue
risk.
Alliance recommended the proposed changes to the Portfolio's objectives to
conform its investment objective with the other municipal funds in the
AllianceBernstein Fund Complex. The proposed change would have no effect on the
Fund's investment strategy.
45
9. Balanced Shares
Current Investment Proposed Investment
Objective: Objective:
(Fundamental) (Non-fundamental)
The Fund's investment The Fund's investment
objective is high return objective is total
through a combination of return con-sistent with
current income and reasonable risk, through
capital appreciation. a combination of income
and long-term growth of
capital.
The proposed change to the Fund's investment objective eliminates high
return as an investment objective in favor of total return. Alliance
recommended this change to the Board in order to standardize the objectives.
The proposed change would have no effect on the Fund's investment strategy.
10. Small Cap Growth
Current Investment Proposed Investment
Objective: Objective:
(Fundamental) (Non-fundamental)
The Fund's investment The Fund's investment
objective is growth of objective is long-term
capital by pursuing growth of capital.
aggressive investment
policies. Current income
is incidental to the
Fund's objective.
The proposed change to the Fund's investment objective clarifies that income
is not an objective of the Fund. Alliance recommended this change to the Board
in order to reflect the Fund's focus on pursuing long-term growth
opportunities. The proposed change would have no effect on the Fund's
investment strategy.
11. Focused Growth & Income
Current Investment Proposed Investment
Objective: Objective:
(Fundamental) (Non-fundamental)
The Fund's investment The Fund's investment
objective is long-term objective is long-term
growth of capital growth of capital.
through the application
of a disciplined
value-oriented
investment process.
The proposed change to the Fund's investment objective eliminates the
reference to a specific value-oriented investment process. The Fund's
investment strategies will continue to be disclosed in the Fund's prospectus.
Alliance recommended this change to the Board in order to simplify and
standardize the Fund's objective. The proposed change would have no effect on
the Fund's investment strategy.
12. Global Health Care
Current Investment
Objective:
(Fundamental) Proposed Investment
Objective:
The Fund's investment (Non-fundamental)
objective is capital
appreciation and, The Fund's investment
secondarily, current objective is long-term
income. growth of capital.
The proposed change to the Fund's investment objective clarifies that income
is not an objective of the Fund. Alliance recommended this change to the Board
in order to reflect the Fund's focus on long-term growth of capital. The
proposed change would have no effect on the Fund's investment strategy.
13. Growth & Income
Current Investment Proposed Investment
Objective: Objective:
(Fundamental) (Non-fundamental)
The Fund's investment The Fund's investment
objective is objective is long-term
appreciation through growth of capital.
investments primarily in
dividend-paying common
stocks of good quality,
although the Fund may
invest in fixed-income
and convertible
securities.
46
The proposed change to the Fund's investment objective eliminates any focus
on dividends or other investments, which would be disclosed in the Fund's
prospectus as part of its investment strategies. Alliance recommended this
change to the Board in order to simplify and standardize the objectives as well
as to reflect the Fund's focus on long-term growth of capital. The proposed
change would have no effect on the Fund's investment strategy.
14. Global Technology
Current Investment Proposed Investment
Objective: Objective:
(Fundamental) (Non-fundamental)
The Fund's investment The Fund's investment
objective is growth of objective is long-term
capital. Current income growth of capital.
is incidental to the
Fund's objective.
Alliance recommended this proposed change to the Board in order to clarify
that income is not an objective of the Fund and is intended to reflect the
Fund's focus on long-term growth opportunities. The proposed change would have
no effect on the Fund's investment strategy.
15. Real Estate Institutional and Real Estate
Current Investment Proposed Investment
Objective: Objective:
(Fundamental) (Non-fundamental)
The Fund's investment The Fund's investment
objective is total objective is total
return from long-term return from long-term
growth of capital and growth of capital and
income principally income.
through investing in
equity securities of
companies that are
primarily engaged in or
related to the real
estate industry.
The proposed change to each Fund's investment objective focuses on general
investment objectives and eliminates the references to specific investments,
which would be disclosed in the Fund's prospectus as part of its investment
strategies. Alliance recommended this change to the Funds' Boards in order to
reflect clearly each Fund's focus on long-term growth of capital and income.
The proposed change would have no effect on the Funds' investment strategy.
16. Large Cap Growth
Current Investment Proposed Investment
Objective: Objective:
(Fundamental) (Non-fundamental)
The Fund's investment The Fund's investment
objective is long-term objective is long-term
growth of capital by growth of capital.
investing predominantly
in equity. secu-rities
of a limited number of
large, carefully
selected, high-quality
U.S. companies that are
judged likely to achieve
superior earnings growth.
The proposed change to the Fund's investment objective eliminates the
reference to a specific investment strategy, which would be disclosed in the
Fund's prospectus as part of its investment strategies. Alliance recommended
this change to the Board in order to reflect the Fund's focus on long-term
growth of capital. The proposed change would have no effect on the Fund's
investment strategy.
17. Mid-Cap Growth
Current Investment Proposed Investment
Objective: Objective:
(Fundamental) (Non-fundamental)
The Fund's investment The Fund's investment
objective is long-term objective is long-term
growth of capital and growth of capital.
income primarily through
investments in common
stocks.
47
The proposed change to the Fund's investment objective clarifies that income
is not an objective of the Fund and simplifies and standardizes the Fund's
investment objective. Alliance recommended this change to the Board in order to
reflect the Fund's focus on long-term growth of capital. The proposed change
would have no effect on the Fund's investment strategy.
18. Utility Income
Current Investment Proposed Investment
Objective: Objective:
(Fundamental) (Non-fundamental)
The Fund's investment The Fund's investment
objective is current objective is current
income and capital income and long-term
appreciation by growth of capital.
investing primarily in
equity and fixed-income
securities of companies
in the util-ities
industry.
The proposed change to the Fund's investment objective focuses on general
investment objectives and eliminates the references to specific investments,
which would be disclosed in the Fund's prospectus as part of its investment
strategies. Alliance recommended this change to the Board in order to reflect
the Fund's focus on current income and long-term growth of capital. The
proposed change would have no effect on the Fund's investment strategy.
19. Growth
Current Investment Proposed Investment
Objective: Objective:
(Fundamental) (Non-fundamental)
The Fund's investment The Fund's investment
objective is long-term objective is long-term
growth of capital. growth of capital.
Current income is
incidental to the Fund's
objective.
The proposed change to the Fund's investment objective clarifies that income
is not an objective of the Fund. Alliance recommended this change to the Board
in order to reflect the Fund's focus on long-term growth of capital. The
proposed change would have no effect on the Fund's investment strategy.
The Board, including the Independent Directors, of each Fund unanimously
recommends that the stockholders of each Fund vote "FOR" Proposal 4.B. Approval
of this Proposal requires the affirmative vote of the stockholders of a 1940
Act Majority with respect to each Fund. If the stockholders of a Fund do not
approve the reclassification of the Fund's fundamental investment objective and
the change to its investment objective, the investment objective will remain
fundamental and unchanged, and the Fund would be required to solicit
stockholder votes each time it sought to modify a Fund's investment objective.
48
Part III - Independent Registered Public Accounting Firms
Approval of Independent Registered Public Accounting 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 Quality Bond, Emerging Market, Global
Strategic Income, AIF, AMIF, Multi-Market Strategy, Focused Growth & Income,
Real Estate, and ABT approved by the vote, cast in person, of a majority of the
Directors of each Fund, including a majority of the Directors who are not
"interested persons" of each Fund, Ernst & Young LLP, independent registered
public accounting firm to audit the accounts of Quality Bond, Emerging Market,
Global Strategic Income, AIF, and AMIF for the fiscal year ending October 31,
2005 and Focused Growth & Income, Real Estate, and ABT for the fiscal year
ending November 30, 2005.
At meetings held on September 30, 2004, the Board of each of Balanced Shares
and Utility Income approved by the vote, cast in person, of a majority of the
Directors of each Fund, including a majority of the Directors who are not
"interested persons" of each Fund, PricewaterhouseCoopers LLP, independent
registered public accounting firm to audit the accounts of Balanced Shares and
Utility Income for the fiscal year ending November 30, 2005.
At meetings held on May 9-12, 2005, the Board of the following Funds: Global
Research Growth, Global Health Care, Mid-Cap Growth, Large Cap Growth, and
Growth approved by the vote, cast in person, of a majority of the Directors of
each Fund, including a majority of the Directors who are not "interested
persons" of each Fund, PricewaterhouseCoopers LLP, independent registered
public accounting firm to audit the accounts of Global Research Growth and
Global Health Care for the fiscal year ending June 30, 2006, and Mid-Cap
Growth, Large Cap Growth and Growth for the fiscal year ending July 31, 2006.
At meetings held on May 9-12, 2005, the Board of ACF and Greater China
approved by the vote, cast in person, of a majority of the Directors of each
Fund, including a majority of the Directors who are not "interested persons" of
each Fund, Ernst & Young LLP, independent registered public accounting firm to
audit the accounts of the Funds for the fiscal year ending July 31, 2006.
At a meeting held on August 9, 2005, the Board of Global Technology,
approved by the vote, cast in person, of a majority of the Directors, including
a majority of the Directors who are not "interested persons" of the Fund, Ernst
& Young LLP, independent registered public accounting firm to audit the Fund's
account for the fiscal year ending July 31, 2006.
At meetings held on May 9-12, 2005, the Board of International Growth and
International Research Growth, approved by the vote, cast in person, of a
majority of the Directors, including a majority of the Directors who are not
"interested persons" of the Fund, PricewaterhouseCoopers LLP, independent
registered public accounting firm to audit the Funds' account for the fiscal
year ending July 31, 2006.
At meetings held on August 2-4, 2005, the Board of each of High Yield,
Americas Government Income, ABF, AMIF, AMIF II, Emerging Market, Global
Strategic Income, AIF, and Multi-Market Strategy approved by the vote, cast in
person, of a majority of the Directors of each Fund, including a majority of
the Directors who are not "interested persons" of each Fund, Ernst & Young,
LLP, independent registered public accounting firm to audit the accounts of
High Yield, Americas Government Income, Corporate Bond, U.S. Government, and
AMIF II for the fiscal year ending September 30, 2006 and Quality Bond, AMIF,
Emerging Market, Global Strategic Income, AIF, and Multi-Market Strategy for
the fiscal year ending October 31, 2006.
At meetings held on August 2-4, 2005, the Board of each of ABSS, TAP (for
all Funds except Growth), Exchange Reserves, and Growth & Income approved by
the vote, cast in person, of a majority of the Directors of each Fund,
including a majority of the Directors who are not "interested persons" of each
Fund, PricewaterhouseCoopers LLP, independent registered public accounting firm
to audit the accounts of ABSS, and TAP (for all
49
Funds except Growth), for the fiscal year ending August 31, 2006, Exchange
Reserves for the fiscal year ending September 30, 2006 and Growth & Income for
the fiscal year ending October 31, 2006.
Ernst & Young LLP has audited the accounts of Quality Bond, U.S. Government,
Corporate Bond, Emerging Market, Global Strategic Income, AIF, Multi-Market
Strategy, Focused Growth & Income, Real Estate, ABT, Global Technology, AMIF,
and AMIF II for its last two fiscal years, 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 Growth & Income,
Balanced Shares, Utility Income, Global Research Growth, Global Health Care,
Mid-Cap Growth, Large Cap Growth, Growth, and Exchange Reserves 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.
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; (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*
------------ ---------- ------------ -------- -------------- ---------------
Americas Government Income/1/ 2003 $51,000 $7,855 $11,842 n/a $ 568,662
2004 $54,000 $3,290 $24,804 n/a $1,229,826
Corporate Bond/2/ 2003 $29,250 $1,024 $ 3,469 n/a $ 34,543
2004 $47,000 $5,145 $25,064 n/a $1,231,941
Quality Bond/3/ 2003 $21,450 $ 751 $ 3,356 n/a $ 134,157
2004 $42,000 $4,970 $22,871 n/a $1,129,573
U.S. Government/2/ 2003 $32,500 $1,138 $ 3,356 n/a $ 34,544
2004 $50,000 $5,250 $22,871 n/a $1,229,853
50
All Fees for
Non-Audit
Services
All Other Fees Provided to the
for Services Fund, Alliance
Audit Provided to and Service
Name of Fund Audit Fees Related Fees Tax Fees Fund Affiliates*
------------ ---------- ------------ -------- -------------- ---------------
U.S. Large Cap/4/ 2003
06/30
2004 n/a n/a n/a n/a n/a
09/30 $39,000 $6,936 $14,900 n/a $ 785,883
2004 $25,500 $1,020 $ 8,600 n/a $ 33,042
Balanced Shares 2003 $24,000 $1,348 $13,300 n/a $ 118,570
2004 $40,000 $3,175 $18,400 n/a $ 771,777
Value 2003 $24,000 $2,217 $10,370 n/a $ 660,988
2004 $27,000 $5,145 $20,135 n/a $ 1,163,380
Small/Mid Cap Value 2003 $24,000 $2,215 $10,370 n/a $ 660,985
2004 $27,000 $5,145 $14,135 n/a $ 1,157,380
International Value 2003 $32,000 $2,495 $27,445 n/a $ 678,340
2004 $35,000 $5,625 $25,355 n/a $ 1,169,081
Global Value 2003 $20,000 $2,050 $10,691 n/a $ 661,141
2004 $27,000 $2,345 $16,955 n/a $ 1,157,401
Small Cap Growth/6/ 2003 $36,125 $6,000 $12,753 n/a $ 672,268
2004 $38,000 $6,038 $13,635 n/a $ 857,274
Emerging Market/7/ 2003 $33,150 $1,604 $ 0 n/a $ 388,604
2004 $54,000 $6,423 $30,804 n/a $ 1,138,959
Exchange Reserves 2003 $24,500 $3,180 $ 4,038 n/a $ 756,777
2004 $27,000 $2,114 $ 4,500 n/a $ 799,882
Focused Growth & Income 2003 $35,000 $1,302 $11,466 n/a $ 664,433
2004 $38,000 $4,130 $19,335 n/a $ 1,161,565
Greater China 2003 $25,125 $9,933 $11,100 n/a $ 708,448
2004 $24,000 $7,721 $13,479 n/a $ 858,801
Global Health Care 2003 $35,000 $7,250 $16,000 n/a $1,190,923/8/
2004 $39,000 $6,215 $16,050 n/a $1,104,557/9/
Growth & Income 2003 $35,000 $9,279 $14,031 n/a $ 716,590
2004 $39,000 $3,135 $18,000 n/a $ 781,203
Global Research Growth 2003 $ 8,000 $7,250 $16,500 n/a $1,191,423/8/
2004 $30,000 $4,655 $13,845 n/a $1,100,792/9/
Global Strategic Income 2003 $52,000 $9,047 $14,814 n/a $ 772,826
2004 $55,000 $3,325 $23,038 n/a $ 1,128,095
Global Technology/10/ 2003 $51,000 $9,200 $14,925 n/a $ 578,040
2004 $50,000 $8,558 $15,528 n/a $ 861,687
High Yield/11/ 2003 $32,500 $1,138 $ 0 n/a $ 1,138
2004 $52,000 $9,173 $30,003 n/a $ 1,240,908
51
All Fees for
Non-Audit
Services
All Other Fees Provided to the
for Services Fund, Alliance
Audit Provided to and Service
Name of Fund Audit Fees Related Fees Tax Fees Fund Affiliates*
------------ ---------- ------------ -------- -------------- ---------------
Real Estate Institutional 2003 $27,000 $ 2,372 $12,173 n/a $ 763,510
2004 $30,000 $ 2,603 $24,003 n/a $ 1,128,338
Premier Growth 2003 $24,000 $ 2,267 $11,465 n/a $ 762,697
2004 $28,000 $ 2,603 $17,370 n/a $ 1,121,705
International Growth 2003 $49,000 $ 9,620 $27,355 n/a $1,204,648/8/
2004 $54,000 $11,255 $15,500 n/a $1,109,047/9/
International Research Growth/10/ 2003 $41,600 $ 5,859 $17,000 n/a $ 546,579
2004 $42,000 $ 750 $14,793 n/a $ 742,617
Large Cap Growth/10/ 2003 $37,600 $ 2,800 $14,063 n/a $ 540,583
2004 $39,000 $ 1,708 $14,400 n/a $ 743,182
Mid-Cap Growth/10/ 2003 $37,600 $ 5,053 $15,238 n/a $ 544,011
2004 $39,000 $ 1,560 $14,790 n/a $ 743,424
AMIF - 2003 $26,500 $ 2,317 $19,124 n/a $ 770,406
California Portfolio 2004 $28,500 $ 2,398 $30,702 n/a $ 1,134,832
AMIF - 2003 $26,500 $ 2,278 $ 7,771 n/a $ 759,014
Insured California Portfolio 2004 $28,500 $ 2,398 $11,193 n/a $ 1,115,323
AMIF - 2003 $26,500 $ 2,298 $12,511 n/a $ 763,774
National Portfolio 2004 $28,500 $ 2,398 $19,621 n/a $ 1,123,751
AMIF - 2003 $26,500 $ 2,277 $ 7,838 n/a $ 759,080
Insured National Portfolio 2004 $28,500 $ 2,398 $11,442 n/a $ 1,115,572
AMIF - 2003 $26,500 $ 2,295 $11,871 n/a $ 763,131
New York Portfolio 2004 $28,500 $ 2,398 $19,009 n/a $ 1,123,139
AMIF II - 2003 $19,500 $ 2,916 $11,222 n/a $ 663,103
Arizona Portfolio 2004 $21,500 $ 2,153 $14,175 n/a $ 1,218,060
AMIF II - 2003 $19,500 $ 2,917 $12,215 n/a $ 664,097
Florida Portfolio 2004 $21,500 $ 2,153 $14,175 n/a $ 1,218,060
AMIF II - 2003 $19,500 $ 2,908 $ 9,988 n/a $ 661,861
Massachusetts Portfolio 2004 $21,500 $ 2,153 $14,175 n/a $ 1,218,060
AMIF II - 2003 $19,500 $ 2,914 $ 9,846 n/a $ 661,725
Michigan Portfolio 2004 $21,500 $ 2,153 $14,175 n/a $ 1,218,060
AMIF II - 2003 $19,500 $ 2,908 $ 8,205 n/a $ 660,075
Minnesota Portfolio 2004 $21,500 $ 2,153 $14,175 n/a $ 1,218,060
AMIF II - 2003 $19,500 $ 2,896 $11,966 n/a $ 663,827
New Jersey Portfolio 2004 $21,500 $ 2,153 $14,175 n/a $ 1,218,060
AMIF II - 2003 $19,500 $ 2,914 $10,573 n/a $ 662,452
Ohio Portfolio 2004 $21,500 $ 2,153 $14,175 n/a $ 1,218,060
52
All Fees for
Non-Audit
Services
All Other Fees Provided to the
for Services Fund, Alliance
Audit Provided to and Service
Name of Fund Audit Fees Related Fees Tax Fees Fund Affiliates*
------------ ---------- ------------ -------- -------------- ---------------
AMIF II - 2003 $19,500 $2,914 $10,762 n/a $ 662,641
Pennsylvania Portfolio 2004 $21,500 $2,153 $14,175 n/a $1,218,060
AMIF II - 2003 $19,500 $2,914 $10,377 n/a $ 662,256
Virginia Portfolio 2004 $21,500 $2,153 $14,175 n/a $1,218,060
Multi-Market Strategy 2003 $52,000 $6,047 $14,814 n/a $ 769,826
2004 $54,000 $3,290 $23,038 n/a $1,128,060
Real Estate 2003 $45,000 $2,527 $16,022 n/a $ 670,214
2004 $48,000 $3,080 $15,531 n/a $1,156,711
Utility Income 2003 $35,000 $3,346 $24,608 n/a $ 725,494
2004 $39,000 $1,560 $16,900 n/a $ 763,562
Growth/12/ 2003 $38,600 $5,760 $14,224 n/a $1,425,746
2004 $39,000 $3,060 $14,900 n/a $ 745,034
Wealth Preservation/13/ 2003 n/a n/a n/a n/a n/a
2004 $38,000 $3,420 $14,900 n/a $ 748,388
Tax-Managed Wealth 2003 $24,000 $1,253 $ 9,000 n/a $ 179,635
Preservation/14/ 2004 $38,000 $2,920 $22,500 n/a $ 755,488
Balanced Wealth/13/ 2003 n/a n/a n/a n/a n/a
2004 $38,000 $3,420 $14,900 n/a $ 748,388
Tax-Managed Balanced 2003 $22,800 $1,193 $ 9,000 n/a $ 179,575
Wealth/14/ 2004 $38,000 $2,616 $26,000 n/a $ 758,684
Wealth Appreciation/13/ 2003 n/a n/a n/a n/a n/a
2004 $36,000 $3,340 $14,900 n/a $ 748,308
Tax-Managed Wealth 2003 n/a n/a n/a n/a n/a
Appreciation/13/ 2004 $36,000 $2,840 $14,900 n/a $ 747,808
- --------
See footnotes following Table 2.
Beginning with audit and non-audit service contracts entered into on or
after May 6, 2003, the Funds' Audit Committee policies and procedures require
the pre-approval of all audit and non-audit services provided to a Fund by the
Fund's independent registered public accounting firm. 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 firm to Alliance and Service Affiliates is compatible with
maintaining the independent registered public accounting firm's independence.
53
TABLE 2
Fees for Non-Audit Services Provided
to the Fund, Alliance and Service
Affiliates Subject to Pre-Approval by Portion Comprised Portion Comprised
Audit Committee of Audit Related Fees of Tax Fees
------------------------------------- --------------------- -----------------
Americas Government 2003 $206,697 $194,855 $11,842
Income/1/ 2004 $278,094 $253,290 $24,804
Corporate Bond/2/ 2003 $ 4,493 $ 1,024 $ 3,469
2004 $280,209 $255,145 $25,064
Quality Bond/3/ 2003 $104,107 $100,751 $ 3,356
2004 $177,841 $154,970 $22,871
U.S. Government/2/ 2003 $ 4,494 $ 1,138 $ 3,256
2004 $278,121 $255,250 $22,871
U.S. Large Cap/4/ 2003
06/30
2004 n/a n/a n/a
09/30 $ 21,836 $ 6,936 $14,900
2004 $ 9,620 $ 1,020 $ 8,600
Balanced Shares/5/ 2003 $ 14,648 $ 1,348 $13,300
2004 $ 21,575 $ 3,175 $18,400
Value 2003 $299,587 $289,217 $10,370
2004 $175,280 $155,145 $20,135
Small/Mid Cap Value 2003 $299,585 $289,215 $10,370
2004 $169,280 $155,145 $14,135
International Value 2003 $316,940 $289,495 $27,445
2004 $180,980 $155,625 $25,355
Global Value 2003 $299,741 $289,050 $10,691
2004 $169,300 $152,345 $16,955
Small Cap Growth/6/ 2003 $302,653 $289,900 $12,753
2004 $266,420 $252,785 $13,635
Emerging Market/7/ 2003 $388,604 $388,604 $ 0
2004 $187,227 $156,423 $30,804
Exchange Reserves 2003 $749,559 $ 3,180 $ 4,038
2004 $793,268 $ 2,114 $ 4,500
Focused Growth & Income 2003 $299,768 $288,302 $11,466
2004 $173,465 $154,130 $19,335
Greater China 2003 $304,933 $293,833 $11,100
2004 $267,945 $254,466 $13,479
Global Health Care 2003 n/a n/a n/a
2004 $269,010 $252,960 $16,050
Growth & Income 2003 $ 23,310 $ 9,279 $14,031
2004 $ 21,135 $ 3,135 $18,000
54
Fees for Non-Audit Services Provided
to the Fund, Alliance and Service
Affiliates Subject to Pre-Approval by Portion Comprised Portion Comprised
Audit Committee of Audit Related Fees of Tax Fees
------------------------------------- --------------------- -----------------
Global Research Growth 2003 n/a n/a n/a
2004 $265,245/9/ $251,400/9/ $13,845
Global Strategic Income 2003 $ 410,861 $ 396,047 $14,814
2004 $ 176,363 $ 153,325 $23,038
Global Technology/10/ 2003 $ 208,025 $ 193,100 $14,925
2004 $ 270,831 $ 255,303 $15,528
High Yield/11/ 2003 $ 1,138 $ 1,138 $ 0
2004 $ 289,176 $ 259,173 $30,003
Real Estate Institutional 2003 $ 401,545 $ 389,372 $12,173
2004 $ 176,606 $ 152,603 $24,003
Premier Growth 2003 $ 400,732 $ 389,267 $11,465
2004 $ 169,973 $ 152,603 $17,370
International Growth 2003 n/a n/a n/a
2004 $273,500/9/ $258,000/9/ $15,500
International Research 2003 $ 5,859 $ 17,000 $22,859
Growth/10/ 2004 $ 750 $ 14,793 $15,543
Large Cap Growth/10/ 2003 $ 16,863 $ 2,800 $14,063
2004 $ 16,108 $ 1,708 $14,400
Mid-Cap Growth/10/ 2003 $ 20,291 $ 5,053 $15,238
2004 $ 16,350 $ 1,560 $14,790
AMIF - 2003 $ 408,441 $ 389,317 $19,124
California Portfolio 2004 $ 183,100 $ 152,398 $30,702
AMIF - 2003 $ 397,049 $ 389,278 $ 7,771
Insured California Portfolio 2004 $ 163,591 $ 152,398 $11,193
AMIF - 2003 $ 401,809 $ 389,298 $12,511
National Portfolio 2004 $ 172,019 $ 152,398 $19,621
AMIF - 2003 $ 397,115 $ 389,277 $ 7,838
Insured National Portfolio 2004 $ 163,840 $ 152,398 $11,442
AMIF - 2003 $ 401,166 $ 389,295 $11,871
New York Portfolio 2004 $ 171,407 $ 152,398 $19,009
AMIF II - 2003 $ 301,138 $ 289,916 $11,222
Arizona Portfolio 2004 $ 266,328 $ 252,153 $14,175
AMIF II - 2003 $ 302,132 $ 289,917 $12,215
Florida Portfolio 2004 $ 266,328 $ 252,153 $14,175
AMIF II - 2003 $ 299,896 $ 289,908 $ 9,988
Massachusetts Portfolio 2004 $ 266,328 $ 252,153 $14,175
AMIF II - 2003 $ 299,760 $ 289,914 $ 9,846
Michigan Portfolio 2004 $ 266,328 $ 252,153 $14,175
55
Fees for Non-Audit Services Provided
to the Fund, Alliance and Service
Affiliates Subject to Pre-Approval by Portion Comprised Portion Comprised
Audit Committee of Audit Related Fees of Tax Fees
------------------------------------- --------------------- -----------------
AMIF II - 2003 $298,113 $289,908 $ 8,205
Minnesota Portfolio 2004 $266,328 $252,153 $14,175
AMIF II - 2003 $301,862 $289,896 $11,966
New Jersey Portfolio 2004 $266,328 $252,153 $14,175
AMIF II - 2003 $263,487 $252,914 $10,573
Ohio Portfolio 2004 $266,328 $252,153 $14,175
AMIF II - 2003 $300,676 $289,914 $10,762
Pennsylvania Portfolio 2004 $266,328 $252,153 $14,175
AMIF II - 2003 $300,291 $289,914 $10,377
Virginia Portfolio 2004 $266,328 $252,153 $14,175
Multi-Market Strategy 2003 $407,861 $393,047 $14,814
2004 $176,328 $153,290 $23,038
Real Estate 2003 $305,549 $289,527 $16,022
2004 $168,611 $153,080 $15,531
Utility Income 2003 $ 27,954 $ 3,346 $24,608
2004 $ 18,460 $ 1,560 $16,900
Growth/12/ 2003 $ 19,984 $ 5,760 $14,224
2004 $ 17,960 $ 3,060 $14,900
Wealth Preservation/13/ 2003 n/a n/a n/a
2004 $ 18,320 $ 3,420 $14,900
Tax-Managed Wealth 2003 $ 10,253 $ 1,253 $ 9,000
Preservation/14/ 2004 $ 25,420 $ 2,920 $22,500
Balanced Wealth/13/ 2003 n/a n/a n/a
2004 $ 18,320 $ 3,420 $14,900
Tax-Managed Balanced 2003 $ 10,193 $ 1,193 $ 9,000
Wealth/14/ 2004 $ 28,616 $ 2,616 $26,000
Wealth Appreciation/13/ 2003 n/a n/a n/a
2004 $ 18,240 $ 3,340 $14,900
Tax-Managed Wealth 2003 n/a n/a n/a
Appreciation/13/ 2004 $ 17,740 $ 2,840 $14,900
- --------
* The fees vary because they are presented based on each Fund's last two
fiscal years and reflect fees for non-audit services for different periods.
/1/ During the course of calendar year 2003, the Fund changed its fiscal
year-end from November 30 to September 30. Fees for 2003 are for the
period December 1, 2002 through September 30, 2003.
/2 /During the course of calendar year 2003, the Portfolio changed its fiscal
year end from June 30 to September 30. Fees for 2003 are for the period
July 1, 2003 through September 30, 2003.
/3 /During the course of calendar year 2003, the Fund changed its fiscal year
end from June 30 to October 31. Fees for 2003 are for the period July 1,
2003 through October 31, 2003.
56
/4 /During the course of calendar year 2004, the Fund changed its fiscal year
end from June 30 to September 30. Fees for September 30, 2004 are for the
period July 1, 2004 through September 30, 2004.
/5 /During the course of calendar year 2003, the Fund changed its fiscal
year-end from July 31 to November 30. Fees for 2003 are for the period
August 1, 2003 through November 30, 2003.
/6 /The fiscal year 2003 was comprised of only ten calendar months due to a
change in fiscal year end from September 30 to July 31.
/7 /During the course of calendar year 2003, the Fund changed its fiscal year
from August 31 to October 31. Fees for 2003 are for the period September 1,
2003 through October 31, 2003.
/8 /Includes SAS 70 fees and professional services fees for multiple class
testing of $3,100 and $1,350, respectively, for the year ended 2003, which
were paid to Ernst & Young.
/9 /Includes SAS 70 fees and professional services fees for multiple class
testing of $3,255 and $1,400, respectively, for the year ended 2004, which
were paid to Ernst & Young.
/10 /The fiscal year 2003 was comprised of only eight calendar months due to a
change in fiscal year end from November 30 to July 31.
/11 /During the course of calendar year 2003, the Fund changed its fiscal year
end from August 31 to September 30. Fees for 2003 are for the period
September 1, 2003 through September 30, 2003.
/12 /The fiscal year 2003 was comprised of only nine calendar months due to a
change in fiscal year end from October 31 to July 31.
/13 /The Fund commenced operations on September 2, 2003.
/14 /During the course of calendar year 2003, the Fund changed its fiscal year
end from April 30 to August 31. Fees for 2003 are for the period May 1,
2003 through August 31, 2003.
57
Part IV - 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 One), (ii) to approve the amendment and restatement of each Fund's
charter (Proposal Two), (iii) for the amendment, elimination, or
reclassification of certain of a Fund's fundamental investment restrictions
(Proposal Three (3.A. - 3.Z.1.)), (iv) for the reclassification of a Fund's
investment objective as non-fundamental (Proposal Four (4.A.)), and for
reclassification as non-fundamental and changes to certain of the Funds'
investment objectives (Proposal Four (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 and submitting 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
Americas Government Income, Balanced Shares, ABSS, ABF, ACF, Emerging Market,
Focused Growth & Income, Global Research Growth, Global Strategic Income,
Global Technology, Greater China, Growth & Income, Global Health Care, High
Yield, AIF, International Growth, International Research Growth, Large Cap
Growth, Mid-Cap Growth, Multi-Market Strategy, AMIF, Real Estate, and Utility
Income. 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, will be considered present for purposes of determining the existence of a
quorum. 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 Americas Government Income, ABSS, ABF, Emerging
Market, Focused Growth & Income, Global Research Growth, Global Strategic
Income, Greater China, Global Health Care, High Yield, AIF, International
Growth, International Research Growth, Large Cap Growth, Multi-Market Strategy,
AMIF, Real Estate, and Utility Income, 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 Balanced Shares, ACF,
Exchange Reserves, Growth & Income, Global Technology, Mid-Cap Growth, 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
58
approval thereof. Shares represented by proxies indicating a vote contrary to
the position recommended by a majority of the applicable Board on a Proposal
will be voted against adjournment as to that Proposal.
The Meeting is scheduled as a joint meeting of the stockholders of the Funds
because the stockholders of all the Funds are to consider and vote on the
election of the same Directors. Stockholders of each Fund will vote separately
on each Proposal for their Fund 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 Computershare Fund Services, Inc., 280 Oser Avenue,
Hauppauge, N.Y. 11788, to assist in soliciting proxies for the Meeting. It is
estimated that Computershare will receive a fee of $3.9 million 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 by the respective Board and serve for a term of one
year and until his or her successor is duly elected and qualifies. The earliest
date for which an officer was elected to serve in that capacity is presented
below.
Name, Address and Position(s)
Date of Birth (Month and Year Elected) Principal Occupation during the past 5 years
- ----------------- ------------------------ --------------------------------------------
Marc O. Mayer President and Chief Executive See biography on page 13.
10/2/57 Officer,
All Funds
11/03
Philip L. Kirstein Senior Vice President and Senior Vice President and Independent
5/29/45 Independent Compliance Compliance Officer of the AllianceBernstein
Officer, Funds, with which he has been associated since
All Funds October 2004. Prior thereto, he was Of Counsel to
10/04 Kirkpatrick & Lockhart, LLP from October 2003
to October 2004, and General Counsel of Merrill
Lynch Investment Managers, L.P. since prior to
2000 until March 2003.
Mark D. Gersten Treasurer and Senior Vice President of Alliance Global Investor
10/4/50 Chief Financial Officer, Services, Inc. ("AGIS"),** and a Vice President of
All Funds AllianceBernstein Investment Research and
10/85 Management, Inc.,** with which he has been
associated since prior to 2000.
Thomas R. Manley Controller, Vice President of ACMC,** with which he has
8/3/51 Exchange Reserves been associated since prior to 2000.
AMIF
AMIF II
4/99
59
Name, Address and Position(s)
Date of Birth (Month and Year Elected) Principal Occupation during the past 5 years
- ----------------- ------------------------ --------------------------------------------
Vincent S. Noto Controller, Vice President of AGIS,** with which he has been
12/14/64 for all Funds except Exchange associated since prior to 2000.
Reserves, AMIF and AMIF II
4/94
Mark R. Manley Secretary Senior Vice President, Deputy General Counsel
10/23/62 All Funds and Chief Compliance Officer of ACMC,** with
11/03 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
Information regarding person(s) who owned of record or were known by a Fund
to beneficially own 5% or more of a Fund's share (or class of shares, if
applicable) on August 4, 2005 is provided in Appendix E.
INFORMATION AS TO THE INVESTMENT ADVISER 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. The investment adviser also
provides certain administrative services to the Funds. 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 in the Bylaws then in
effect), in order to be included in the Fund's proxy statement and form of
proxy card relating to such meeting.
OTHER MATTERS
Management of each Fund does not know of any matters properly to be
presented at the Meeting other than those mentioned in this Proxy Statement. If
any other matters properly come before the Meeting, the shares represented by
proxies will be voted with respect thereto in the discretion of the person or
persons voting the proxies.
60
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 write to 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
September 6, 2005
New York, New York
61
APPENDIX A
OUTSTANDING VOTING SHARES
A list of the outstanding voting shares for each of the Funds as of the
close of business on the Record Date is presented below. Each share is entitled
to cast one vote at the Meeting.
Maryland Corporations
Fund Name Number of Outstanding Shares
--------- ----------------------------
Americas Government Income 206,685,019
Balanced Shares 106,142,647
ABSS 13,152,841
ABF 191,987,818
ACF 17,652,785
Emerging Market 41,543,181
Focused Growth & Income 31,175,867
Global Health Care 14,358,526
Global Research Growth 4,530,093
Global Strategic Income 11,765,607
Global Technology 40,669,689
Greater China 3,893,523
Growth & Income 1,534,446,735
High Yield 52,664,757
International Growth 32,699,633
International Research Growth 23,244,468
AIF 59,387,529
Large Cap Growth 202,542,726
Mid-Cap Growth 127,909,416
Multi-Market Strategy 30,543,439
AMIF 194,600,856,268
Real Estate 65,285,427
Utility Income 13,761,198
Massachusetts Business Trusts
ABT 251,660,973,467
Exchange Reserves 493,572,044
AMIF II 140,458,174,738
TAP 124,836,115,684
A-1
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 a Fund AllianceBernstein Fund Complex
as of August 12, 2005 as of August 12, 2005
----------------------------------------------- ------------------------------
Ruth Block Americas Government Income: Over $100,000 Over $100,000
ABSS: None
ABF: Over $100,000
Balanced Shares: None
ABT: $ 10,001-$50,000
ACF: $ 10,001-$50,000
Emerging Market: None
Exchange Reserves: None
Focused Growth & Income: $ 10,001-$50,000
Greater China: None
Global Health Care: None
Growth & Income: None
Global Research Growth: None
Global Strategic Income: Over $100,000
Global Technology: $50,001-$100,000
High Yield: None
International Growth: $ 10,001-$50,000
International Research Growth: None
AIF: None
Large Cap Growth: $50,001-$100,000
Mid-Cap Growth: Over $100,000
AMIF: None
AMIF II: None
Multi-Market Strategy: None
Real Estate: None
Utility Income: None
TAP: Over $100,000
David H. Dievler Americas Government Income: $ 10,001-$50,000 Over $100,000
ABSS: None
ABF: Over $100,000
Balanced Shares: None
ABT: $50,001-$100,000
ACF: $ 10,001-$50,000
Emerging Market: None
Exchange Reserves: $ 10,001-$50,000
Focused Growth & Income: None
Greater China: None
Global Health Care: Over $100,000
B-1
Aggregate Dollar Range
of Equity Securities in
the Funds in the
Dollar Range of Equity Securities in a Fund AllianceBernstein Fund Complex
as of August 12, 2005 as of August 12, 2005
----------------------------------------------- ------------------------------
Growth & Income: Over $100,000
Global Research Growth: None
Global Strategic Income: Over $100,000
Global Technology: $ 10,001-$50,000
High Yield: None
International Growth: Over $100,000
International Research Growth: None
AIF: None
Large Cap Growth: $50,001-$100,000
Mid-Cap Growth: Over $100,000
AMIF: $50,001-$100,000
AMIF II: Over $100,000
Multi-Market Strategy: None
Real Estate: None
Utility Income: None
TAP: None
John H. Dobkin Americas Government Income: None Over $100,000
ABSS: None
ABF: None
Balanced Shares: None
ABT: Over $100,000
ACF: $ 10,001-$50,000
Emerging Market: None
Exchange Reserves: $ 10,001-$50,000
Focused Growth & Income: None
Greater China: None
Global Health Care: $50,001-$100,000
Growth & Income: Over $100,000
Global Research Growth: None
Global Strategic Income: None
Global Technology: $ 10,001-$50,000
High Yield: None
International Growth: $ 10,001-$50,000
International Research Growth: None
AIF: None
Large Cap Growth: Over $100,000
Mid-Cap Growth: None
AMIF: None
AMIF II: None
Multi-Market Strategy: None
Real Estate: None
Utility Income: None
TAP: Over $100,000
Michael J. Downey Americas Government Income: None Over $100,000
ABSS: $ 10,001-$50,000
ABF: None
B-2
Aggregate Dollar Range
of Equity Securities in
the Funds in the
Dollar Range of Equity Securities in a Fund AllianceBernstein Fund Complex
as of August 12, 2005 as of August 12, 2005
---------------------------------------------- ------------------------------
Balanced Shares: None
ABT: $10,001-$50,000
ACF: None
Emerging Market: None
Exchange Reserves: None
Focused Growth & Income: None
Greater China: None
Global Health Care: None
Growth & Income: None
Global Research Growth: None
Global Strategic Income: None
Global Technology: None
High Yield: $10,001-$50,000
International Growth: None
International Research Growth: None
AIF: None
Large Cap Growth: None
Mid-Cap Growth: $10,001-$50,000
AMIF: None
AMIF II: None
Multi-Market Strategy: None
Real Estate: None
Utility Income: None
TAP: None
William H. Foulk, Jr. Americas Government Income: None Over $100,000
ABSS: None
ABF: None
Balanced Shares: None
ABT: None
ACF: $10,001-$50,000
Emerging Market: None
Exchange Reserves: None
Focused Growth & Income: None
Greater China: None
Global Health Care: None
Growth & Income: None
Global Research Growth: None
Global Strategic Income: None
Global Technology: $10,001-$50,000
High Yield: None
International Growth: $10,001-$50,000
International Research Growth: None
AIF: None
Large Cap Growth: $10,001-$50,000
Mid-Cap Growth: $10,001-$50,000
AMIF: None
AMIF II: None
B-3
Aggregate Dollar Range
of Equity Securities in
the Funds in the
Dollar Range of Equity Securities in a Fund AllianceBernstein Fund Complex
as of August 12, 2005 as of August 12, 2005
----------------------------------------------- ------------------------------
Multi-Market Strategy: None
Real Estate: None
Utility Income: None
TAP: $1-$10,000
D. James Guzy Americas Government Income: None $10,001-$50,000
ABSS: None
ABF: None
Balanced Shares: None
ABT: None
ACF: None
Emerging Market: None
Exchange Reserves: None
Focused Growth & Income: None
Greater China: None
Global Health Care: None
Growth & Income: None
Global Research Growth: None
Global Strategic Income: None
Global Technology: $10,001-$50,000
High Yield: None
International Growth: None
International Research Growth: None
AIF: None
Large Cap Growth: None
Mid-Cap Growth: None
AMIF: None
AMIF II: None
Multi-Market Strategy: None
Real Estate: None
Utility Income: None
TAP: None
Marc O. Mayer Americas Government Income: None Over $100,000
ABSS: None
ABF: $10,001-$50,000
Balanced Shares: $10,001-$50,000
ABT: Over $100,000*
ACF: None
Emerging Market: $1-$10,000
Exchange Reserves: None
Focused Growth & Income: None
Greater China: None
Global Health Care: $1-$10,000
Growth & Income: $50,001-$100,000
Global Research Growth: None
Global Strategic Income: $1-$10,000
Global Technology: None
B-4
Aggregate Dollar Range
of Equity Securities in
the Funds in the
Dollar Range of Equity Securities in a Fund AllianceBernstein Fund Complex
as of August 12, 2005 as of August 12, 2005
----------------------------------------------- ------------------------------
High Yield: $ 1-$10,000
International Growth: None
International Research Growth: None
AIF: Over $100,000*
Large Cap Growth: None
Mid-Cap Growth: Over $100,000*
AMIF: None
AMIF II: None
Multi-Market Strategy: None
Real Estate: None
Utility Income: None
TAP: Over $100,000
Marshall C. Turner, Jr. Americas Government Income: None Over $100,000
ABSS: None
ABF: None
Balanced Shares: None
ABT: $50,001-$100,000
ACF: None
Emerging Market: None
Exchange Reserves: None
Focused Growth & Income: None
Greater China: None
Global Health Care: None
Growth & Income: None
Global Research Growth: None
Global Strategic Income: None
Global Technology: $50,001-$100,000
High Yield: None
International Growth: None
International Research Growth: None
AIF: None
Large Cap Growth: None
Mid-Cap Growth: None
AMIF: None
AMIF II: None
Multi-Market Strategy: None
Real Estate: None
Utility Income: None
TAP: $ 10,001-$50,000
- --------
* Includes unvested ownership amounts through Alliance Deferred Compensation
Plan.
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
B-5
investment portfolios as to which the Directors are directors or trustees, are
set forth below. Neither the Funds nor any other investment company in the
AllianceBernstein Fund Complex provides compensation in the form of pension or
retirement benefits to any of its Directors.
Number of Number of
Investment Investment
Companies in the Portfolios within
Compensation AllianceBernstein the AllianceBernstein
from the Fund Complex, Fund Complex,
AllianceBernstein including the including the
Fund Complex, Funds, as to which Funds, as to which
Compensation from a Fund during including the the Director is a the Director is a
Name of Director its Fiscal Year ended in 2004 or 2005 Funds, during 2004 Director or Trustee Director or Trustee
- ---------------- ------------------------------------- ------------------ ------------------- ---------------------
Ruth Block $ 2,200 Americas Government
Income $223,200 39 105
$ 2,200 ABSS
$ 2,201 Corporate Bond
$ 2,943 Quality Bond
$ 2,201 U.S. Government
$ 2,776 Balanced Shares
$11,102 ABT
$ 4,117 ACF
$ 2,943 Emerging Market
$ 2,200 Exchange Reserves
$ 2,776 Focused Growth & Income
$ 3,556 Global Health Care
$ 2,943 Growth & Income
$ 761 Global Research Growth
$ 2,943 Global Strategic Income
$ 2,200 High Yield
$ 2,943 AIF
$ 3,556 International Growth
$ 2,862 International Research
Growth
$ 3,237 Large Cap Growth
$ 2,986 Mid-Cap Growth
$ 2,945 AMIF
$ 2,202 AMIF II
$ 2,943 Multi-Market Strategy
$ 2,776 Real Estate
$ 2,776 Utility Income
$17,274 TAP - all Funds except
Growth
$ 2,986 Growth
David H. Dievler $ 2,179 Americas Government
Income $268,250 41 107
$ 2,179 ABSS
$ 2,180 Corporate Bond
$ 2,922 Quality Bond
$2, 180 U.S. Government
$ 2,755 Balanced Shares
$11,018 ABT
$ 4,102 ACF
$ 2,922 Emerging Market
B-6
Number of Number of
Investment Investment
Companies in the Portfolios within
Compensation AllianceBernstein the AllianceBernstein
from the Fund Complex, Fund Complex,
AllianceBernstein including the including the
Fund Complex, Funds, as to which Funds, as to which
Compensation from a Fund during including the the Director is a the Director is a
Name of Director its Fiscal Year ended in 2004 or 2005 Funds, during 2004 Director or Trustee Director or Trustee
- ---------------- ------------------------------------- ------------------ ------------------- ---------------------
$ 2,179 Exchange Reserves
$ 2,755 Focused Growth & Income
$ 2,474 Greater China
$ 3,545 Global Health Care
$ 2,922 Growth & Income
$ 761 Global Research Growth
$ 2,922 Global Strategic Income
$24,428 Global Technology
$ 2,179 High Yield
$ 2,922 AIF
$ 3,545 International Growth
$ 2,847 International Research
Growth
$ 3,222 Large Cap Growth
$ 5,734 Mid-Cap Growth
$ 2,924 AMIF
$ 2,171 AMIF II
$ 2,922 Multi-Market Strategy
$ 2,755 Real Estate
$ 2,755 Utility Income
$17,180 TAP - all Funds except
Growth
$ 2,971 Growth
John H. Dobkin $ 2,187 Americas Government
Income $252,900 39 105
$ 2,187 ABSS
$ 2,188 Corporate Bond
$ 2,930 Quality Bond
$ 2,188 U.S. Government
$ 2,763 Balanced Shares
$11,050 ABT
$ 4,107 ACF
$ 2,930 Emerging Market
$ 2,187 Exchange Reserves
$ 2,763 Focused Growth & Income
$ 3,549 Global Health Care
$ 2,930 Growth & Income
$ 761 Global Research Growth
$ 2,930 Global Strategic Income
$ 0 Global Technology
$ 2,187 High Yield
$ 2,930 AIF
$ 3,549 International Growth
$ 2,852 International Research
Growth
B-7
Number of Number of
Investment Investment
Companies in the Portfolios within
Compensation AllianceBernstein the AllianceBernstein
from the Fund Complex, Fund Complex,
AllianceBernstein including the including the
Fund Complex, Funds, as to which Funds, as to which
Compensation from a Fund during including the the Director is a the Director is a
Name of Director its Fiscal Year ended in 2004 or 2005 Funds, during 2004 Director or Trustee Director or Trustee
- ---------------- ------------------------------------- ------------------ ------------------- ---------------------
$ 3,102 Large Cap Growth
$ 5,614 Mid-Cap Growth
$ 2,931 AMIF
$ 2,184 AMIF II
$ 2,930 Multi-Market Strategy
$ 2,763 Real Estate
$ 2,763 Utility Income
$17,213 TAP - all Funds except
Growth
$ 2,852 Growth
Michael J. Downey $ 0 Americas Government
Income $ 0 36 80
$ 0 ABSS
$ 0 ABF
$ 0 Balanced Shares
$ 0 ABT
$ 0 ACF
$ 0 Emerging Market
$ 0 Exchange Reserves
$ 0 Focused Growth & Income
$ 0 Global Health Care
$ 0 Growth & Income
$ 0 Global Research Growth
$ 0 Global Strategic Income
$ 0 High Yield
$ 0 AIF
$ 0 International Growth
$ 0 International Research
Growth
$ 0 Large Cap Growth
$ 0 AMIF
$ 0 AMIF II
$ 0 Real Estate
$ 0 Utility Income
William H. $ 3,483 Americas Government
Foulk, Jr. Income $465,250 42 108
$ 3,482 ABSS
$ 3,483 Corporate Bond
$ 4,514 Quality Bond
$ 3,483 U.S. Government
$ 4,346 Balanced Shares
$17,385 ABT
$ 5,406 ACF
$ 4,514 Emerging Market
B-8
Number of Number of
Investment Investment
Companies in the Portfolios within
Compensation AllianceBernstein the AllianceBernstein
from the Fund Complex, Fund Complex,
AllianceBernstein including the including the
Fund Complex, Funds, as to which Funds, as to which
Compensation from a Fund during including the the Director is a the Director is a
Name of Director its Fiscal Year ended in 2004 or 2005 Funds, during 2004 Director or Trustee Director or Trustee
- ---------------- ------------------------------------- ------------------ ------------------- ---------------------
$ 3,483 Exchange Reserves
$ 4,346 Focused Growth & Income
$ 3,779 Greater China
$ 4,849 Global Health Care
$ 4,514 Growth & Income
$ 761 Global Research Growth
$ 4,514 Global Strategic Income
$25,733 Global Technology
$ 3,483 High Yield
$ 4,514 AIF
$ 4,849 International Growth
$ 4,151 International Research
Growth
$ 4,526 Large Cap Growth
$ 4,275 Mid-Cap Growth
$ 4,519 AMIF
$ 3,483 AMIF II
$ 4,514 Multi-Market Strategy
$ 4,346 Real Estate
$ 4,346 Utility Income
$24,999 TAP all Funds except
Growth
$ 4,276 Growth
D. James Guzy $27,350 Global Technology $25,350 1 1
Marc O. Mayer $ 0 $ 0 37 82
Marshall C.
Turner, Jr. $27,850 Global Technology $25,350 1 1
B-9
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:
. to monitor and evaluate industry and legal developments affecting
corporate governance and recommend from time to time appropriate policies
and procedures for adoption by the Board;
. to monitor, evaluate and make recommendations to the Board with respect
to the structure, size and functioning of the Board and its committees;
. to identify, consider and recommend to the Board for nomination and
re-nomination individuals who are qualified to become and continue as
members of the Board or its committees, and to propose qualifications,
policies and procedures relating thereto, including modifications to
those set forth in the Company's Bylaws, resolutions of the Board and
this Charter;
. to assist the Board in establishing standards and policies for continuing
Board membership and procedures for the evaluation of the performance of
the Board and its committees;
. to review and make recommendations to the Board regarding compensation of
Board and committee members and staffing for Board and committee
chairmen; and
. review and recommend to the Board appropriate insurance coverage.
Organization and Operation
The Committee shall be composed of as many members as the Board shall
determine in accordance with the Company's Bylaws, but in any event not less
than two. The Committee must consist entirely of Board members who are not
"interested persons" of the Company ("Independent Directors"), as defined in
Section 2(a)(19) of the Investment Company Act of 1940 (the "1940 Act"). The
Board may remove or replace any member of the Committee at any time in its sole
discretion. One or more members of the Committee may be designated by the Board
as the Committee's chairman or co-chairman, as the case may be.
Committee meetings shall be held in accordance with the Company's Bylaws as
and when the Committee or the Board determines necessary or appropriate. Except
as may be otherwise set forth in the Company's Bylaws or the Board may
otherwise provide, the chairman, a co-chairman or any two members of the
Committee may set the time and place of its meeting.
The Committee may, in its discretion, delegate all or a portion of its
duties and responsibilities to subcommittees of the Committee, which may
consist of one or more members.
The Committee shall have the resources and authority appropriate to
discharge its duties and responsibilities, including the authority to select,
retain, terminate and approve the fees and other retention terms of special
counsel or other experts or consultants, as it deems appropriate, without
seeking approval of the Board or management.
C-1
Governance and Evaluation
The Committee will assist the Board in vetting the independence of Board
members and the financial expertise of Audit Committee members. It will review
and make recommendations to the Board from time to time on corporate governance
matters, such as:
. size of the Board and desired qualifications and expertise of Board
members;
. appropriate Board committees, their size and membership;
. scheduling, agendas and minuting of Board and committee meetings;
. adequacy and timeliness of information provided to the Board and
committees;
. expectations of Board members, including attendance at meetings,
continuing education and ownership of shares of the Company;
. periodic evaluations of Board and committee performance; and
. retirement, rotation and re-nomination policies for Board and committee
members.
Nominations for Board Membership
The Committee will identify, evaluate and recommend to the Board candidates
for membership on the Board in accordance with policies and procedures of the
Company in effect from time to time. The Committee may, but is not required to,
retain a third party search firm at the Company's expense to identify potential
candidates.
Qualifications for Nominees to the Board
The Committee may take into account a wide variety of factors in considering
candidates for membership on the Board, including (but not limited to): (i) the
candidate's knowledge in matters relating to the investment company industry;
(ii) any experience possessed by the candidate as a director/trustee or senior
officer of other public companies; (iii) the candidate's educational
background; (iv) the candidate's reputation for high ethical standards and
personal and professional integrity; (v) any specific financial, technical or
other expertise possessed by the candidate, and the extent to which such
expertise would complement the Board's existing mix of skills and
qualifications; (vi) the candidate's perceived ability to contribute to the
on-going functions of the Board, including the candidate's ability and
commitment to attend meetings regularly, work collaboratively with other
members of the Board and carry out his or her duties in the best interests of
the Company; (vii) the candidate's ability to qualify as an Independent
Director for purposes of the 1940 Act and any other standards of independence
that may be relevant to the Company; and (viii) such other factors as the
Committee determines to be relevant in light of the existing composition of the
Board and any anticipated vacancies or other factors. It is the Board's policy
that Board members normally may not serve in a similar capacity on the board of
a registered investment company that is not sponsored by the Company's
investment adviser or its affiliates.
Identification of Nominees
In identifying potential nominees for the Board, the Committee may consider
candidates recommended by one or more of the following sources: (i) the
Company's current Board members, (ii) the Company's officers, (iii) the
Company's investment adviser(s), (iv) the Company's shareholders (see below)
and (v) any other source the Committee deems to be appropriate. The Committee
will not consider self-nominated candidates.
Consideration of Candidates Recommended by Shareholders
The Committee will consider and evaluate nominee candidates properly
submitted by shareholders on the same basis as it considers and evaluates
candidates recommended by other sources. Appendix A to this Charter, as it may
be amended from time to time by the Committee, sets forth qualifications and
procedures that must be
C-2
met or followed by shareholders to properly submit a nominee candidate to the
Committee (recommendations not properly submitted will not be considered by the
Committee).
Compensation and Insurance
The Committee shall evaluate periodically, and make recommendations to the
Board with respect to, the level and structure of the compensation of Board
members (including compensation for serving on committees of the Board or as
chairman or co-chairman of the Board or a committee) and the appropriateness
and level of staffing for the Chairman of the Board and committee chairmen. The
Committee shall consider, to the extent reasonably available, industry
practices for compensation of members and chairmen of boards and committees and
in providing staff to such chairmen.
The Committee shall also evaluate periodically and make recommendations to
the Board with respect to the adequacy and appropriateness of insurance
coverage and premiums.
C-3
Appendix A
Procedures for the Committee's Consideration of Candidates
Submitted by Shareholders
(Amended and restated as of February 8, 2005)
A candidate for nomination as a Board member submitted by a shareholder will
not be deemed to be properly submitted to the Committee for the Committee's
consideration unless the following qualifications have been met and procedures
followed:
1. A shareholder or group of shareholders (referred to in either case as a
"Nominating Shareholder") that, individually or as a group, has
beneficially owned at least 5% of the Company's common stock or shares
of beneficial interest for at least two years prior to the date the
Nominating Shareholder submits a candidate for nomination as a Board
member may submit one candidate to the Committee for consideration at an
annual meeting of shareholders.
2. The Nominating Shareholder must submit any such recommendation (a
"Shareholder Recommendation") in writing to the Company, to the
attention of the Secretary, at the address of the principal executive
offices of the Company.
3. The Shareholder Recommendation must be delivered to or mailed and
received at the principal executive offices of the Company not less than
120 calendar days before the date of the Company's proxy statement
released to shareholders in connection with the previous year's annual
meeting. If an annual meeting of shareholders was not held in the
previous year, the Shareholder Recommendation must be so delivered or
mailed and received within a reasonable amount of time before the
Company begins to print and mail its proxy materials. Public notice of
such upcoming annual meeting of shareholders may be given in a
shareholder report or other mailing to shareholders or by any other
means deemed by the Committee or the Board to be reasonably calculated
to inform shareholders.
4. The Shareholder Recommendation must include: (i) a statement in writing
setting forth (A) the name, date of birth, business address and
residence address of the person recommended by the Nominating
Shareholder (the "candidate"); (B) any position or business relationship
of the candidate, currently and within the preceding five years, with
the Nominating Shareholder or an Associated Person of the Nominating
Shareholder; (C) the class or series and number of all shares of the
Company owned of record or beneficially by the candidate, as reported to
such Nominating Shareholder by the candidate; (D) any other information
regarding the candidate that is required to be disclosed about a nominee
in a proxy statement or other filing required to be made in connection
with the solicitation of proxies for election of members of the Board
pursuant to Section 20 of the 1940 Act and the rules and regulations
promulgated thereunder; (E) whether the Nominating Shareholder believes
that the candidate is or will be an "interested person" of the Company
(as defined in the 1940 Act) and, if believed not to be an "interested
person," information regarding the candidate that will be sufficient for
the Company to make such determination; and (F) information as to the
candidate's knowledge of the investment company industry, experience as
a director/trustee or senior officer of public companies, memberships on
the boards of other registered investment companies and educational
background; (ii) the written and signed consent of the candidate to be
named as a nominee and to serve as a member of the Board if elected;
(iii) the written and signed agreement of the candidate to complete a
directors'/trustees' and officers' questionnaire if elected; (iv) the
Nominating Shareholder's name as it appears on the Company's books and
consent to be named as such by the Company; (v) the class or series and
number of all shares of the Company owned beneficially and of record by
the Nominating Shareholder and any Associated Person of the Nominating
Shareholder and the dates on which such shares were acquired, specifying
the number of shares owned beneficially but not of record by each and
identifying the nominee holders for the Nominating Shareholder and each
such Associated Person of the Nominating Shareholder; and (vi) a
description of all arrangements or understandings between the Nominating
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Shareholder, the candidate and/or any other person or persons (including
their names) pursuant to which the recommendation is being made by the
Nominating Shareholder. "Associated Person of the Nominating
Shareholder" as used in this paragraph 4 means any person required to be
identified pursuant to clause (vi) and any other person controlling,
controlled by or under common control with, directly or indirectly, the
Nominating Shareholder or any person required to be identified pursuant
to clause (vi).
5. The Committee may require the Nominating Shareholder to furnish such
other information as it may reasonably require or deem necessary to
verify any information furnished pursuant to paragraph 4 above or to
determine the qualifications and eligibility of the candidate proposed
by the Nominating Shareholder to serve on the Board. If the Nominating
Shareholder fails to provide such other information in writing within
seven days of receipt of written request from the Committee, the
recommendation of such candidate as a nominee will be deemed not
properly submitted and will not be considered by the Committee.
C-5
APPENDIX D
FORM OF ARTICLES OF AMENDMENT AND RESTATEMENT
[ ]
FORM OF ARTICLES OF AMENDMENT AND RESTATEMENT
1. [ ], a Maryland corporation (the "Corporation"), desires to
amend and restate its charter as currently in effect and as hereinafter amended.
2. The following provisions are all the provisions of the charter currently
in effect and as hereinafter amended:
FIRST: (1) The name of the incorporator is [ ].
(2) The incorporator's post office address is [ ].
(3) The incorporator is over eighteen years of age.
(4) The incorporator is forming the corporation named in these
Articles of Incorporation under the general laws of the State of Maryland.
SECOND: The name of the corporation (hereinafter called the
"Corporation") is [ ]
THIRD: (1) The purposes for which the Corporation is formed are to
conduct, operate and carry on the business of an investment company.
(2) The Corporation may engage in any other business and shall
have all powers conferred upon or permitted to corporations by the Maryland
General Corporation Law.
FOURTH: The post office address of the principal office of the
Corporation within the State of Maryland is 300 East Lombard Street, Baltimore,
Maryland 21202 in care of The Corporation Trust Incorporated. The resident
agent of the Corporation in the State of Maryland is The Corporation Trust
Incorporated, 300 East Lombard Street, Baltimore, Maryland 21202, a Maryland
corporation.
FIFTH: (1) The Corporation is authorized to issue [ ]
([ ]) shares, all of which shall be Common Stock, $[ ] par value per
share (the "Common Stock"), and having an aggregate par value of [ ]
dollars ($[ ]), classified and designated as follows:
Class [ ] Class [ ] Class [ ] Class [ ]
Name of Series Common Stock Common Stock Common Stock Common Stock
-------------- ------------ ------------ ------------ ------------
[Portfolio] and any other portfolio hereafter established are each referred
to herein as a "Series." The Class [ ] Common Stock of a Series, the Class
[ ] Common Stock of a Series, the Class [ ] Common Stock of a Series,
the Class [ ] Common Stock of a Series and any Class of a Series hereafter
established are each referred herein as a "Class." If shares of one Series or
Class of stock are classified or reclassified into shares of another Series or
Class of stock pursuant to this Article FIFTH, paragraph (2), the number of
authorized shares of the former Series or Class shall be automatically
decreased and the number of shares of the latter Series or Class shall be
automatically increased, in each case by the number of shares so classified or
reclassified, so that the aggregate number of shares of stock of all Series and
Classes that the Corporation has authority to issue shall not be more than the
total number of shares of stock set forth in the first sentence of this Article
FIFTH, paragraph (1).
(2) The Board of Directors may classify any unissued shares of
Common Stock from time to time in one or more Series or Classes of stock. The
Board of Directors may reclassify any previously classified but unissued shares
of any Series or Class of stock from time to time in one or more Series or
Class of stock.
D-1
Prior to issuance of classified or reclassified shares of any Series or Class,
the Board of Directors by resolution shall: (a) designate that Series or Class
to distinguish it from all other Series or Classes of stock of the Corporation;
(b) specify the number of shares to be included in the Series or Class; (c) set
or change, subject to the express terms of any Series or Class of stock of the
Corporation outstanding at the time, the preferences, conversion or other
rights, voting powers, restrictions, limitations as to dividends or other
distributions, qualifications and terms and conditions of redemption for each
Series or Class; and (d) cause the Corporation to file articles supplementary
with the State Department of Assessments and Taxation of Maryland ("SDAT"). Any
of the terms of any Series or Class of stock set or changed pursuant to clause
(c) of this paragraph (2) may be made dependent upon facts or events
ascertainable outside the charter of the Corporation (the "Charter"), including
determinations by the Board of Directors or other facts or events within the
control of the Corporation, and may vary among holders thereof, provided that
the manner in which such facts, events or variations shall operate upon the
terms of such Series or Class of stock is clearly and expressly set forth in
the articles supplementary or other charter document filed with the SDAT.
(3) As more fully set forth hereafter, the assets and liabilities
and the income and expenses of each Series or Class of the Corporation's stock
shall be determined separately from those of each other Series or Class of the
Corporation's stock and, accordingly, the net asset value, the dividends and
distributions payable to holders, and the amounts distributable in the event of
liquidation or dissolution of the Corporation to holders of shares of the
Corporation's stock may vary from Series to Series or Class to Class. In the
event that there are any assets, income, earnings, profits or proceeds which
are not readily identifiable as belonging to any particular series
(collectively, "General Assets"), such General Assets shall be allocated by or
under the direction of the Board of Directors to and among one or more Series
and Classes in such a manner and on such basis as the Board of Directors in its
sole discretion shall determine.
(4) Except as otherwise provided herein, all consideration
received by the Corporation for the issuance or sale of shares of a Series or
Class of the Corporation's stock, together with all funds derived from any
investment and reinvestment thereof and any General Assets allocated to such
Series or Class, shall irrevocably belong to that Series or Class for all
purposes, subject only to any automatic conversion of one Series or Class of
stock into another, as hereinafter provided for, and to the rights of creditors
of such Series or Class, and shall be so recorded upon the books of account of
the Corporation, and are herein referred to as "assets belonging to" such
Series or Class.
(5) The assets belonging to each Series or Class shall be charged
with the debts, liabilities, obligations and expenses incurred or contracted
for or otherwise existing with respect to such Series or Class and with such
Series' or Class' share of the general liabilities of the Corporation, in the
latter case in the proportion that the net asset value of such Series or Class
bears to the net asset value of all Series and Classes or as otherwise
determined by the Board of Directors in accordance with applicable law. The
determination of the Board of Directors shall be conclusive as to the
allocation of debts, liabilities, obligations and expenses, including accrued
expenses and reserves, to a Series or Class. The debts, liabilities,
obligations and expenses incurred or contracted for or otherwise existing with
respect to a Series or Class are enforceable with respect to that Series or
Class only and not against the assets of the Corporation generally or any other
Series or Class of stock of the Corporation.
(6) The assets attributable to the Classes of a Series shall be
invested in the same investment portfolio of the Corporation, and
notwithstanding the foregoing provisions of paragraphs (4) and (5) of this
Article FIFTH, the allocation of investment income and realized and unrealized
capital gains and losses and expenses and liabilities of the Corporation and of
any Series among the Classes of Common Stock of each Series shall be determined
by the Board of Directors in a manner that is consistent with the Investment
Company Act of 1940, the rules and regulations thereunder, and the
interpretations thereof, in each case as from time to time amended, modified or
superseded (the "Investment Company Act"). The determination of the Board of
Directors shall be conclusive as to the allocation of investment income and
realized and unrealized capital gains and losses, expenses and liabilities,
including accrued expenses and reserves, and assets to one or more particular
Series or Classes.
(7) Shares of each Class of stock shall be entitled to such
dividends or distributions, in cash, property or additional shares of stock or
the same or another Series or Class, as may be authorized from time to
D-2
time by the Board of Directors (by resolution adopted from time to time, or
pursuant to a standing resolution or resolutions adopted only once or with such
frequency as the Board of Directors may determine, after providing that such
dividend or distribution shall not violate Section 2-311 of the Maryland
General Corporation Law) and declared by the Corporation with respect to such
Class. The nature of in-kind property distributions may vary among the holders
of a Class or Series, provided that the amount of the distribution per share,
as determined by the Board of Directors, shall be equivalent for all holders of
such Class or Series. Specifically, and without limiting the generality of the
foregoing, the dividends and distributions of investment income and capital
gains with respect to the different Series and with respect to the Class may
vary with respect to each such Series and Class to reflect differing
allocations of the expenses of the Corporation and the Series among the holders
of such Classes and any resultant differences between the net asset values per
share of such Classes, to such extent and for such purposes as the Board of
Directors may deem appropriate. The Board of Directors may determine that
dividends may be payable only with respect to those shares of stock that have
been held of record continuously by the stockholder for a specified period
prior to the record date of the date of the distribution.
(8) Except as provided below, on each matter submitted to a vote
of the stockholders, each holder of stock shall be entitled to one vote (1) for
each share standing in such stockholder's name on the books of the Corporation
or (2) if approved by the Board of Directors and pursuant to the issuance of an
exemptive order from the Securities and Exchange Commission, for each dollar of
net asset value per share of a Class or Series, as applicable. Subject to any
applicable requirements of the Investment Company Act, or other applicable law,
all holders of shares of stock shall vote as a single class except with respect
to any matter which the Board of Directors shall have determined affects only
one or more (but less than all) Series or Classes of stock, in which case only
the holders of shares of the Series or Classes affected shall be entitled to
vote. Without limiting the generality of the foregoing, and subject to any
applicable requirements of the Investment Company Act, or other applicable law,
the holders of each of the Classes of each Series shall have, respectively,
with respect to any matter submitted to a vote of stockholders (i) exclusive
voting rights with respect to any such matter that only affects the Series or
Class of Common Stock of which they are holders, including, without limitation,
the provisions of any distribution plan adopted by the Corporation pursuant to
Rule 12b-1 under the Investment Company Act (a "Plan") with respect to the
Class of which they are holders and (ii) no voting rights with respect to the
provisions of any Plan that affects one or more of such other Classes of Common
Stock, but not the Class of which they are holders, or with respect to any
other matter that does not affect the Class of Common Stock of which they are
holders.
(9) In the event of the liquidation or dissolution of the
Corporation, stockholders of each Class of the Corporation's stock shall be
entitled to receive, as a Class, out of the assets of the Corporation available
for distribution to stockholders, but other than General Assets not
attributable to any particular Class of stock, the assets attributable to the
Class less the liabilities allocated to that Class; and the assets so
distributable to the stockholders of any Class of stock shall be distributed
among such stockholders in proportion to the number of shares of the Class held
by them and recorded on the books of the Corporation. In the event that there
are any General Assets not attributable to any particular Class of stock, and
such assets are available for distribution, the distribution shall be made to
the holders of all Classes of a Series in proportion to the net asset value of
the respective Classes or as otherwise determined by the Board of Directors.
(10)(a) Each holder of stock may require the Corporation to redeem
all or any shares of the stock owned by that holder, upon request to the
Corporation or its designated agent, at the net asset value of the shares of
stock next determined following receipt of the request in a form approved by
the Corporation and accompanied by surrender of the certificate or certificates
for the shares, if any, less the amount of any applicable redemption charge,
deferred sales charge, redemption fee or other amount imposed by the Board of
Directors (to the extent consistent with applicable law). The Board of
Directors may establish procedures for redemption of stock.
(b) The proceeds of the redemption of a share (including a
fractional share) of any Class of capital stock of the Corporation shall be
reduced by the amount of any contingent deferred sales charge, redemption fee
or other amount payable on such redemption pursuant to the terms of issuance of
such share.
D-3
(c) Subject to the requirements of the Investment Company Act,
the Board of Directors may cause the Corporation to redeem at net asset value
all or any proportion of the outstanding shares of any Series or Class from a
holder (1) upon such conditions with respect to the maintenance of stockholder
accounts of a minimum amount as may from time to time be established by the
Board of Directors in its sole discretion or (2) upon such conditions
established by the Board of Directors in its sole discretion, for any other
purpose, including, without limitation, a reorganization pursuant to the
Investment Company Act.
(d) Payment by the Corporation for shares of stock of the
Corporation surrendered to it for redemption shall be made by the Corporation
within seven days of such surrender out of the funds legally available
therefor, provided that the Corporation may suspend the right of the
stockholders to redeem shares of stock and may postpone the right of those
holders to receive payment for any shares when permitted or required to do so
by applicable statutes or regulations. Payment of the aggregate price of shares
surrendered for redemption may be made in cash or, at the option of the
Corporation, wholly or partly in such portfolio securities of the Corporation
as the Corporation shall select.
(e) Subject to the following sentence, shares of stock of any
Series and Class of the Corporation which have been redeemed or otherwise
acquired by the Corporation shall constitute authorized but unissued shares of
stock of such Series and Class. In connection with a liquidation or
reorganization of any Series or Class in which all of the outstanding shares of
such Series or Class are redeemed by the Corporation, upon any such redemption
all such shares and all authorized but unissued shares of the applicable Series
or Class shall automatically be returned to the status of authorized but
unissued shares of Common Stock, without further designation as to Series or
Class.
(11) At such times as may be determined by the Board of Directors
(or with the authorization of the Board of Directors, by the officers of the
Corporation) in accordance with the Investment Company Act and applicable rules
and regulations of the National Association of Securities Dealers, Inc. and
from time to time reflected in the registration statement of the Corporation
(the "Corporation's Registration Statement"), shares of a particular Series or
Class of stock of the Corporation or certain shares of a particular Class of
stock of any Series of the Corporation may be automatically converted into
shares of another Class of stock of such Series of the Corporation based on the
relative net asset values of such Classes at the time of conversion, subject,
however, to any conditions of conversion that may be imposed by the Board of
Directors (or with the authorization of the Board of Directors, by the officers
of the Corporation) and reflected in the Corporation's Registration Statement.
The terms and conditions of such conversion may vary within and among the
Classes to the extent determined by the Board of Directors (or with the
authorization of the Board of Directors, by the officers of the Corporation)
and set forth in the Corporation's Registration Statement.
(12) Pursuant to Article SEVENTH, paragraph (1)(d), upon a
determination of the Board of Directors that the net asset value per share of a
Class shall remain constant, the Corporation shall be entitled to declare and
pay and/or credit as dividends daily the net income (which may include or give
effect to realized and unrealized gains and losses, as determined in accordance
with the Corporation's accounting and portfolio valuation policies) of the
Corporation attributable to the assets attributable to that Class. If the
amount so determined for any day is negative, the Corporation shall be
entitled, without the payment of monetary compensation but in consideration of
the interest of the Corporation and its stockholders in maintaining a constant
net asset value per share of that Class, to redeem pro rata from all the
holders of record of shares of that class at the time of such redemption (in
proportion to their respective holdings thereof) sufficient outstanding shares
of that Class, or fractions thereof, as shall permit the net asset value per
share of that Class to remain constant.
(13) The Corporation may issue shares of stock in fractional
denominations to the same extent as its whole shares, and shares in fractional
denominations shall be shares of stock having proportionately to the respective
fractions represented thereby all the rights of whole shares, including,
without limitation, the right to vote, the right to receive dividends and
distributions, and the right to participate upon liquidation of the
Corporation, but excluding any right to receive a stock certificate
representing fractional shares.
(14) No stockholder shall be entitled to any preemptive right
other than as the Board of Directors may establish.
D-4
(15) The rights of all stockholders and the terms of all stock are
subject to the provisions of the Charter and the Bylaws.
SIXTH: The number of directors of the Corporation shall be [______]. The
number of directors of the Corporation may be changed pursuant to the Bylaws of
the Corporation. The names of the individuals who shall serve as directors of
the Corporation until the next annual meeting of stockholders and until their
successors are duly elected and qualify are:
[____________________]
SEVENTH: The following provisions are inserted for the purpose of
defining, limiting and regulating the powers of the Corporation and of the
Board of Directors and stockholders.
(1) In addition to its other powers explicitly or implicitly
granted under the Charter, by law or otherwise, the Board of Directors of the
Corporation:
(a) has the exclusive power to make, alter, amend or repeal the
Bylaws of the Corporation;
(b) subject to applicable law, may from time to time determine
whether, to what extent, at what times and places, and under what conditions
and regulations the accounts and books of the Corporation, or any of them,
shall be open to the inspection of the stockholders, and no stockholder shall
have any right to inspect any account, book or document of the Corporation
except as conferred by statute or as authorized by the Board of Directors of
the Corporation;
(c) is empowered to authorize, without stockholder approval,
the issuance and sale from time to time of shares of stock of any Series or
Class of the Corporation whether now or hereafter authorized and securities
convertible into shares of stock of the Corporation of any Series or Class,
whether now or hereafter authorized, for such consideration as the Board of
Directors may deem advisable;
(d) is authorized to adopt procedures for determination of and
to maintain constant the net asset value of shares of any Class or Series of
the Corporation's stock.
(2) Notwithstanding any provision of the Maryland General
Corporation Law requiring a greater proportion than a majority of the votes
entitled to be cast by holders of shares of all Series or Classes, or any
Series or Class, of the Corporation's stock in order to take or authorize any
action, any such action may be taken or authorized upon the concurrence of
holders of shares entitled to cast a majority of the aggregate number of votes
entitled to be cast thereon, subject to any applicable requirements of the
Investment Company Act.
(3) The presence in person or by proxy of the holders of shares
entitled to cast one-third of the votes entitled to be cast (without regard to
Series or Class) shall constitute a quorum at any meeting of the stockholders,
except with respect to any matter which, under applicable statutes, regulatory
requirements or the Charter, requires approval by a separate vote of one or
more Series or Classes of stock, in which case the presence in person or by
proxy of the holders of shares entitled to cast one-third of the votes entitled
to be cast by holders of shares of each Series or Class entitled to vote as a
Series or Class on the matter shall constitute a quorum.
(4) Any determination made in good faith by or pursuant to the
direction of the Board of Directors, as to the amount of the assets, debts,
obligations, or liabilities of the Corporation, as to the amount of any
reserves or charges set up and the propriety thereof, as to the time of or
purpose for creating such reserves or charges, as to the use, alteration or
cancellation of any reserves or charges (whether or not any debt, obligation,
or liability for which such reserves or charges shall have been created shall
be then or thereafter required to be paid or discharged), as to the value of or
the method of valuing any investment owned or held by the Corporation, as to
market value or fair value of any investment or fair value of any other asset
of the Corporation, as to the allocation of any asset of the Corporation to a
particular Class or Classes of the Corporation's stock, as to the charging of
any liability of the Corporation to a particular Class or Classes of the
Corporation's stock, as to the number of shares of the Corporation outstanding,
as to the estimated expense to the Corporation in connection with purchases of
its shares, as to the ability to liquidate investments in orderly fashion, or
as to any other matters relating to the issue, sale, redemption or other
acquisition or disposition of investments or shares of the Corpo-
D-5
ration, shall be final and conclusive and shall be binding upon the Corporation
and all holders of its shares, past, present and future, and shares of the
Corporation are issued and sold on the condition and understanding that any and
all such determinations shall be binding as aforesaid.
EIGHTH: (1) To the maximum extent that Maryland law in effect from time
to time permits limitation of the liability of directors and officers of a
corporation, no present or former director or officer of the Corporation shall
be liable to the Corporation or its stockholders for money damages.
(2) The Corporation shall have the power, to the maximum extent
permitted by Maryland law in effect from time to time, to obligate itself to
indemnify, and to pay or reimburse reasonable expenses in advance of final
disposition of a proceeding to, (a) any individual who is a present or former
director or officer of the Corporation or (b) any individual who, while a
director or officer of the Corporation and at the request of the Corporation,
serves or has served as a director, officer, partner or trustee of another
corporation, real estate investment trust, partnership, joint venture, trust,
employee benefit plan or any other enterprise from and against any claim or
liability to which such person may become subject or which such person may
incur by reason of his status as a present or former director or officer of the
Corporation. The Corporation shall have the power, with the approval of the
Board of Directors, to provide such indemnification and advancement of expenses
to a person who served a predecessor of the Corporation in any of the
capacities described in (a) or (b) above and to any employee or agent of the
Corporation or a predecessor of the Corporation.
(3) The provisions of this Article EIGHTH shall be subject to
the limitations of the Investment Company Act.
(4) Neither the amendment nor repeal of this Article EIGHTH, nor
the adoption or amendment of any other provision of the Charter or Bylaws
inconsistent with this Article EIGHTH, shall apply to or affect in any respect
the applicability of the preceding sections of this Article EIGHTH with respect
to any act or failure to act which occurred prior to such amendment, repeal or
adoption.
NINTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in its Charter in the manner now or hereafter
prescribed by the laws of the State of Maryland, including any amendment which
alters the contract rights, as expressly set forth in the Charter, of any
outstanding stock, and all rights conferred upon stockholders herein are
granted subject to this reservation.
1. The amendment and restatement of the Charter as hereinabove set forth
have been duly advised by the Board of Directors and approved by the
stockholders of the Corporation as required by law.
2. The current address of the principal office of the Corporation within
the State of Maryland is as set forth in Article FOURTH of the foregoing
amendment and restatement of the Charter.
3. The name and address of the Corporation's current resident agent is
as set forth in Article FOURTH of the foregoing amendment and restatement of
the Charter.
4. The number of directors of the Corporation and the names of those
currently in office are as set forth in Article SIXTH of the foregoing
amendment and restatement of the Charter.
5. The total number of shares of stock which the Corporation has
authority to issue is not changed by the foregoing amendment and restatement of
the Charter.
The undersigned President acknowledges these Articles of Amendment and
Restatement to be the corporate act of the Corporation and, as to all matters
or facts required to be verified under oath, the undersigned President
acknowledges that, to the best of his knowledge, information and belief, these
matters and facts are true in all material respects and that this statement is
made under the penalties for perjury.
D-6
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment
and Restatement to be signed in its name and on its behalf by its President and
attested to by its Secretary on this day of , 200 .
ATTEST: [ ]
By:____________________ (SEAL)
- ----------
Secretary President
D-7
APPENDIX E
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.
Name and Address of Beneficial Owner
------------------------------------
Americas Government Income
Class A
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 7,483,726
Percentage of Class 6.03%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 8,476,803
Percentage of Class 6.83%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 10,621,650
Percentage of Class 8.56%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 11,178,872
Percentage of Class 9.01%
Class B
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 2,560,055
Percentage of Class 5.09%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 4,357,666
Percentage of Class 8.66%
Name and Address of Beneficial Owner
------------------------------------
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 4,907,084
Percentage of Class 9.75%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 7,282,889
Percentage of Class 14.47%
Class C
First Clearing LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 1,870,704
Percentage of Class 5.76%
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 1,923,383
Percentage of Class 5.92%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 2,440,160
Percentage of Class 7.51%
Dean Witter Reynolds
Attn. Mutual Funds Opers
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311
Amount of Ownership 2,449,279
Percentage of Class 7.54%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 7,725,439
Percentage of Class 23.77%
E-1
Name and Address of Beneficial Owner
------------------------------------
Balanced Shares
Class A
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 3,111,903
Percentage of Class 5.94%
Prudential Ret. Ins. & Ann. Co.
280 Trumbull Street
Hartford, CT 06103-3509
Amount of Ownership 3,462,244
Percentage of Class 6.61%
Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4122
Amount of Ownership 1,022,958
Percentage of Class 7.39%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 4,218,690
Percentage of Class 30.48%
Class B
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 1,989,754
Percentage of Class 5.55%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 2,964,825
Percentage of Class 8.27%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 4,030,062
Percentage of Class 11.25%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 4,130,959
Percentage of Class 11.53%
Name and Address of Beneficial Owner
------------------------------------
Class C
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 848,146
Percentage of Class 7.73%
First Clearing LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 884,026
Percentage of Class 8.06%
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 958,760
Percentage of Class 8.74%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 2,559,244
Percentage of Class 23.32%
Class R
Reliance Trust Company Cust
FBO Welker Bearing Co.
P.O. Box 48529
Atlanta, GA 30362-1529
Amount of Ownership 11,830
Percentage of Class 14.02%
Merrill Lynch
Attn: Fund Admin.
4800 Deer Lake Drive E 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 66,076
Percentage of Class 78.31%
Class K
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 North Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 577
Percentage of Class 99.02%
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 577
Percentage of Class 99.02%
E-2
Name and Address of Beneficial Owner
------------------------------------
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
Amount of Ownership 348,092
Percentage of Class 5.01%
Medical Consultants PC 401K Plan
Attn: Ellise Hayden
Personal and Confidential
2525 West University Avenue, Suite 300
Muncie, IN 47303-3400
Amount of Ownership 386,800
Percentage of Class 5.57%
Trust for Profit Sharing Plan for
Employees of Alliance
Capital Management L.P. Plan A
Attn: Diana Marotta, Floor 31
1345 Avenue of the Americas
New York, NY 10105
Amount of Ownership 411,616
Percentage of Class 5.93%
Merrill Lynch Pierce Fenner & SM
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 466,399
Percentage of Class 6.72%
Sanford Bernstein & Co LLC
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 566,594
Percentage of Class 8.16%
U.S. Large Cap
Class A
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 638,656
Percentage of Class 14.75%
Class B
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glenn Allen, VA 23060-9245
Amount of Ownership 388,870
Percentage of Class 7.47%
Name and Address of Beneficial Owner
------------------------------------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 526,936
Percentage of Class 10.12%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 553,469
Percentage of Class 10.63%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 994,795
Percentage of Class 19.10%
Class C
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 215,569
Percentage of Class 7.32%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 262,991
Percentage of Class 8.93%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 988,382
Percentage of Class 33.57%
Class R
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 815
Percentage of Class 97.96%
Class K
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 812
Percentage of Class 99.01%
E-3
Name and Address of Beneficial Owner
------------------------------------
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 812
Percentage of Class 99.01%
Advisor Class
Sanford Bernstein & Co. LLC
One North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 69,540
Percentage of Class 9.20%
Merrill Lynch
Attn: Fund Admin.
4800 Deer Lake DR East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 72,981
Percentage of Class 9.65%
Alliance Capital Management LP
One North Lexington Avenue
White Plains, NY 10601
Amount of Ownership 99,700
Percentage of Class 13.19%
Sanford Bernstein & Co. LLC
One North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 108,557
Percentage of Class 14.36%
Trust For Profit Sharing Plan for
Employees of Alliance Capital Mgmt LP
Plan H
Attn: Diana Marotta, Floor 31
1345 Avenue of Americas
New York, NY 10105
Amount of Ownership 248,127
Percentage of Class 32.82%
Corporate Bond
Class A
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 2,130,497
Percentage of Class 5.21%
Name and Address of Beneficial Owner
------------------------------------
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 2,496,330
Percentage of Class 6.10%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 3,611,911
Percentage of Class 8.83%
Class B
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 1,518,899
Percentage of Class 10.52%
Pershing LLC
PO Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 1,826,929
Percentage of Class 12.65%
First Clearing LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 1,932,315
Percentage of Class 13.38%
Class C
First Clearing LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 637,601
Percentage of Class 6.80%
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 814,588
Percentage of Class 8.68%
E-4
Name and Address of Beneficial Owner
------------------------------------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 1,419,299
Percentage of Class 15.13%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 2,163,792
Percentage of Class 23.07%
Class K
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 North Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 801
Percentage of Class 98.18%
Class R
MG Trust Trustee
Prestige Plumbing Inc. 401K Plan
700 17th Street, Ste 300
Denver, CO 80202-3531
Amount of Ownership 241
Percentage of Class 7.09%
MG Trust Trustee
Apt. Management Associates LL
700 17th Street, Ste 300
Denver, CO 80202-3531
Amount of Ownership 253
Percentage of Class 7.44%
MG Trust Trustee
Swingvote 401K Retirement Plan
700 17th Street, Ste 300
Denver, CO 80202-3531
Amount of Ownership 285
Percentage of Class 8.39%
MG Trust Trustee
Lawrence Semiconductor Research Lab
700 17th Street, Ste 300
Denver, CO 80202-3531
Amount of Ownership 463
Percentage of Class 13.65%
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington, Avenue
White Plains, NY 10601-1712
Amount of Ownership 842
Percentage of Class 24.81%
Name and Address of Beneficial Owner
------------------------------------
MG Trust Trustee
Cammeby S. International, Ltd.
700 17th Street, Ste 300
Denver, CO 80202-3531
Amount of Ownership 1,136
Percentage of Class 33.47%
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 801
Percentage of Class 98.04%
Advisor Class
Trust for Profit Sharing Plan for
Employees of Alliance
Capital Management L.P. Plan K
ATTN: Diana Marotta, Floor 31
1345 Avenue of the Americas
New York, NY 10105
Amount of Ownership 420,358
Percentage of Class 99.45%
Quality Bond
Class A
Union Bank of California Trust Nominee
Englewood Surgical Associates PA PSP
P.O. Box 85484
San Diego, CA 92186-5484
Amount of Ownership 295,028
Percentage of Class 5.62%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 310,473
Percentage of Class 5.91%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 478,540
Percentage of Class 9.12%
Class B
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 341,076
Percentage of Class 6.96%
E-5
Name and Address of Beneficial Owner
------------------------------------
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 571,575
Percentage of Class 11.67%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 687,575
Percentage of Class 14.04%
Class C
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 112,166
Percentage of Class 6.79%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 849,047
Percentage of Class 51.38%
Class R
Reliance Trust Co CUST
FBO Chemic Laboratories Inc. 401K
P.O. Box 48529
Atlanta, GA 30362-1529
Amount of Ownership 294
Percentage of Class 23.18%
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 950
Percentage of Class 74.79%
Class K
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 967
Percentage of Class 99.01%
Name and Address of Beneficial Owner
------------------------------------
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 967
Percentage of Class 100%
Advisor Class
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1990-1992
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 2,383,433
Percentage of Class 5.37%
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1993-1995
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 2,442,494
Percentage of Class 5.50%
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1996-1998
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 2,477,798
Percentage of Class 5.58%
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1999-2001
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 2,528,559
Percentage of Class 5.69%
CollegeBound Fund
CBF-Quality Bond Fund
Customized Allocation 529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 2,842,525
Percentage of Class 6.40%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1999-2001
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 3,651,362
Percentage of Class 8.22%
E-6
Name and Address of Beneficial Owner
------------------------------------
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1996-1998
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 3,877,788
Percentage of Class 8.73%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1993-1995
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 4,162,741
Percentage of Class 9.37%
CollegeBound Fund
CBF-Balance Portfolio 529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 4,271,690
Percentage of Class 9.62%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1990-1992
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 4,600,696
Percentage of Class 10.36%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1987-1989
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 6,001,738
Percentage of Class 13.51%
U.S. Government
Class A
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 6,207,614
Percentage of Class 7.83%
Class B
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 1,101,605
Percentage of Class 5.10%
Name and Address of Beneficial Owner
------------------------------------
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 1,269,520
Percentage of Class 5.88%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 2,202,386
Percentage of Class 10.20%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 2,565,736
Percentage of Class 11.88%
Class C
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 707,160
Percentage of Class 5.65%
Ho Chunk Nation
Attn: Sharon Taylor
P.O. Box 640
Blk River Fls, WI 54615-0640
Amount of Ownership 1,240,925
Percentage of Class 9.92%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 2,957,368
Percentage of Class 23.64%
Class R
MG Trust Trustee
Shumate Tri-City LLC
700 17th Street, Suite 300
Denver, CO 80202-3531
Amount of Ownership 684
Percentage of Class 20.62%
E-7
Name and Address of Beneficial Owner
------------------------------------
Reliance Trust Co Cust
FBO Chemic Laboratories Inc. 401K
P.O. Box 48529
Atlanta, GA 30362-1529
Amount of Ownership 1,210
Percentage of Class 36.49%
Alliance Capital Management LP
Attn Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 1,401
Percentage of Class 42.23%
Class K
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 1,425
Percentage of Class 99.00%
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 1,425
Percentage of Class 100%
Advisor Class
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1990-1992
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 3,183,246
Percentage of Class 5.71%
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1993-1995
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 3,262,238
Percentage of Class 5.85%
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1996-1998
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 3,308,912
Percentage of Class 5.93%
Name and Address of Beneficial Owner
------------------------------------
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1999-2001
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 3,715,814
Percentage of Class 6.66%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1996-1998
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 5,178,244
Percentage of Class 9.28%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1999-2001
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 5,365,630
Percentage of Class 9.62%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1993-1995
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 5,559,308
Percentage of Class 9.97%
CollegeBound Fund
CBF-Balanced Portfolio 529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 5,705,531
Percentage of Class 10.23%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1990-1992
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 6,144,420
Percentage of Class 11.02%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1987-1989
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 6,858,958
Percentage of Class 12.30%
E-8
Name and Address of Beneficial Owner
------------------------------------
Small Cap Growth
Class A
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 1,140,444
Percentage of Class 13.10%
Class B
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 343,854
Percentage of Class 5.70%
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 401,904
Percentage of Class 6.66%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 480,005
Percentage of Class 7.96%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 872,209
Percentage of Class 14.46%
Class C
First Clearing LLC
Special Custody Acct For the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 104,875
Percentage of Class 6.46%
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 125,306
Percentage of Class 7.72%
Name and Address of Beneficial Owner
------------------------------------
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 431,137
Percentage of Class 26.55%
Class R
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 437
Percentage of Class 99.02%
Class K
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 437
Percentage of Class 99.02%
Class I
PIMS/Prudential Retirement
As Nominee for the TTEE/CUST PL 007
Alliance Capital Management
1345 Avenue of the Americas, 20th Floor
New York, NY 10105
Amount of Ownership 183,431
Percentage of Class 21.96%
CollegeBound Fund
CBF-Small Cap Growth
529 Plan
500 Plaza Dr.
Secaucus, NJ 07094-3619
Amount of Ownership 225,043
Percentage of Class 26.95%
Trust for Profit Sharing Plan
For Employees of Alliance Capital
Management L.P. Plan C
ATTN: Diana Marotta, Floor 31
1345 Avenue of the Americas
New York, NY 10105
Amount of Ownership 426,223
Percentage of Class 51.04%
Advisor Class
Citigroup Global Markets
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 111,558
Percentage of Class 17.78%
E-9
Name and Address of Beneficial Owner
------------------------------------
Merrill Lynch
Mutual Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 283,548
Percentage of Class 45.19%
Emerging Market
Class A
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 1,313,453
Percentage of Class 5.31%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 1,702,296
Percentage of Class 6.88%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 1,806,843
Percentage of Class 7.30%
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 1,837,210
Percentage of Class 7.42%
Class B
Dean Witter Reynolds
Attn: Mutual Fund Operations
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311
Amount of Ownership 350,405
Percentage of Class 5.62%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 374,385
Percentage of Class 6.00%
Name and Address of Beneficial Owner
------------------------------------
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glenn Allen, VA 23060-9245
Amount of Ownership 654,150
Percentage of Class 10.49%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 660,339
Percentage of Class 10.58%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 858,620
Percentage of Class 13.76%
Class C
First Clearing LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 579,351
Percentage of Class 5.62%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 648,515
Percentage of Class 6.29%
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 1,035,584
Percentage of Class 10.04%
Dean Witter Reynolds
Attn. Mutual Funds Opers
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311
Amount of Ownership 1,036,703
Percentage of Class 10.05%
E-10
Name and Address of Beneficial Owner
------------------------------------
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 2,475,990
Percentage of Class 24.00%
Exchange Reserves
Class B
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 6,815,779
Percentage of Class 5.76%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glenn Allen, VA 23060-9245
Amount of Ownership 10,621,973
Percentage of Class 8.97%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 10,960,996
Percentage of Class 9.26%
Class C
First Clearing LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 1,716,964
Percentage of Class 5.80%
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 2,141,690
Percentage of Class 7.24%
Class R
Community Bank, NA DT FBO
Seaview Technologies 401(K) PS Plan
6 Rhoads Dr., Suite 7
Utica, NY 13502-6317
Amount of Ownership 4,647
Percentage of Class 31.51%
Name and Address of Beneficial Owner
------------------------------------
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 10,000
Percentage of Class 67.81%
Class K
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 10,000
Percentage of Class 99.01%
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 10,000
Percentage of Class 100%
Advisor Class
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1993-1995
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 31,980,629
Percentage of Class 5.29%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1984-1986
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 34,188,343
Percentage of Class 5.65%
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1990-1992
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 42,358,389
Percentage of Class 7.00%
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1987-1989
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 42,631,389
Percentage of Class 7.05%
E-11
Name and Address of Beneficial Owner
------------------------------------
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1996-1998
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 50,767,864
Percentage of Class 8.39%
CollegeBound Fund
CBF-Balanced Portfolio
529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 55,937,173
Percentage of Class 9.25%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1993-1995
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 73,981,649
Percentage of Class 12.23%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1987-1989
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 113,143,835
Percentage of Class 18.70%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1990-1992
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 124,797,526
Percentage of Class 20.63%
Focused Growth & Income
Class B
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 745,458
Percentage of Class 5.99%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 1,585,475
Percentage of Class 12.74%
Name and Address of Beneficial Owner
------------------------------------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 2,455,105
Percentage of Class 19.72%
Class C
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 831,668
Percentage of Class 16.70%
Pershing LLC
PO Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 1,323,715
Percentage of Class 26.58%
Class R
Amvescap Natl Trust Co TTEE
FBO SMRT Inc 401K
PS Plan
P.O. Box 105779
Atlanta, GA 30348-5779
Amount of Ownership 4,972
Percentage of Class 19.54%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 16,039
Percentage of Class 63.04%
Class K
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 655
Percentage of Class 99.02%
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 655
Percentage of Class 99.64%
E-12
Name and Address of Beneficial Owner
------------------------------------
Global Health Care
Class B
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 455,129
Percentage of Class 5.84%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 659,604
Percentage of Class 8.46%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 696,869
Percentage of Class 8.94%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 1,248,460
Percentage of Class 16.01%
Class C
First Clearing LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 148,282
Percentage of Class 7.53%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 186,477
Percentage of Class 9.48%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 404,074
Percentage of Class 20.53%
Name and Address of Beneficial Owner
------------------------------------
Class R
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 867
Percentage of Class 99.02%
Class K
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 867
Percentage of Class 100.00%
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 867
Percentage of Class 100.00%
Advisor Class
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 66,176
Percentage of Class 7.12%
PIMS/Prudential Retirement
as Nominee for the TTEE/Customer
Plan 007
Alliance Capital Management
300 International Parkway, Ste. 270
Heathrow, FL 32746-5028
Amount of Ownership 363,698
Percentage of Class 39.15%
Trust for Profit Sharing Plan
for Employees of Alliance
Capital Management L.P. Plan A
Attn: Diana Marotta, Floor 31
1345 Avenue of the Americas
New York, NY 10105
Amount of Ownership 400,338
Percentage of Class 43.09%
E-13
Name and Address of Beneficial Owner
------------------------------------
Global Research Growth
Class A
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 212,273
Percentage of Class 5.66%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 305,267
Percentage of Class 8.14%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 2,277,926
Percentage of Class 94.44%
Class B
NFS LLC FEBO
E.A. Kostelnik
Nicole A. Kostelnik
P.O. Box 99
Comfort, TX 78013-0099
Amount of Ownership 3,858
Percentage of Class 7.44%
UBS Financial Services, Inc. FBO
Irrevocable Agreement of Trust of
Suzanne H. Arnold
Cozen & O'Connor M. Thompson
1900 Market Street
Philadelphia, PA 19103-3527
Amount of Ownership 5,116
Percentage of Class 9.86%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 6,262
Percentage of Class 12.07%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 11,213
Percentage of Class 21.62%
Name and Address of Beneficial Owner
------------------------------------
Class C
Raymond James & Associates, Inc.
FBO Warmke IRA
880 Carillon Parkway
St. Petersburg, FL 33716-1100
Amount of Ownership 4,009
Percentage of Class 6.02%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 6,789
Percentage of Class 10.19%
Pershing LLC
PO Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 16,290
Percentage of Class 24.44%
Class R
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 393
Percentage of Class 100.00%
Class K
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 689
Percentage of Class 99.02%
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 689
Percentage of Class 100.00%
Advisor Class
PIMS/Prudential Retirement
as Nominee for the TTEE/CUST PL 007
Alliance Capital Management
1345 Avenue of the Americas, 20th Floor
New York, NY 10105
Amount of Ownership 120,832
Percentage of Class 6.27%
E-14
Name and Address of Beneficial Owner
------------------------------------
Alliance Capital Management LP
Attn: Ray Cardosi Controller
One North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 199,700
Percentage of Class 10.36%
Vanguard Fidelity Trust Co. FBO
Kaiser Permanente Supplement
Retirement Plan/Plan B
P.O. Box 2600
Valley Forge, PA 19482-2600
Amount of Ownership 227,852
Percentage of Class 11.82%
Vanguard Fidelity Trust Co. FBO
Kaiser Permanente Tax Shelter
Annuity Plan (TSA)
P.O. Box 2600
Valley Forge, PA 19482-2600
Amount of Ownership 508,066
Percentage of Class 26.36%
Vanguard Fidelity Trust Co. FBO
Kaiser Permanente
401 K Retirement Plan
P.O. Box 2600
Valley Forge, PA 19482-2600
Amount of Ownership 716,245
Percentage of Class 37.17%
Global Strategic Income
Class A
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 197,802
Percentage of Class 6.89%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 288,763
Percentage of Class 10.05%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 391,311
Percentage of Class 13.62%
Name and Address of Beneficial Owner
------------------------------------
Class B
Dean Witter Reynolds
Attn: Mutual Fund Operations
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311
Amount of Ownership 454,408
Percentage of Class 6.12%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 660,766
Percentage of Class 8.90%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 678,002
Percentage of Class 9.13%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glenn Allen, VA 23060-9245
Amount of Ownership 802,092
Percentage of Class 10.80%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 802,906
Percentage of Class 10.82%
Class C
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 308,153
Percentage of Class 21.84%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 105,926
Percentage of Class 7.51%
E-15
Name and Address of Beneficial Owner
------------------------------------
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 119,705
Percentage of Class 8.48%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 169,353
Percentage of Class 12.00%
Class R
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 1,130
Percentage of Class 99.01%
Class K
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 1,130
Percentage of Class 99.28%
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 1,130
Percentage of Class 100%
Advisor Class
Nancy Nachman-Hunt
2542 Pine Street
Boulder, CO 80302-3803
Amount of Ownership 14,700
Percentage of Class 7.25%
Barbara M. Jenkel
105 Marcover Drive
Chappaqua, NY 10514
Amount of Ownership 50,341
Percentage of Class 24.82%
Trust for Profit Sharing Plan
for Employees of Alliance Capital
Management L.P., Plan K
Attn: Diana Marotta, Floor 31
1345 Avenue of Americas
New York, NY 10105
Amount of Ownership 99,182
Percentage of Class 48.89%
Name and Address of Beneficial Owner
------------------------------------
Global Technology
Class A
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 1,060,951
Percentage of Class 5.63%
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 1,208,300
Percentage of Class 6.42%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 1,460,677
Percentage of Class 7.76%
Class B
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 1,403,974
Percentage of Class 8.51%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 1,466,102
Percentage of Class 8.89%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 1,684,290
Percentage of Class 10.21%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 1,726,264
Percentage of Class 10.47%
E-16
Name and Address of Beneficial Owner
------------------------------------
Class C
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 271,388
Percentage of Class 5.32%
First Clearing LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 341,030
Percentage of Class 6.68%
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 776,274
Percentage of Class 15.21%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 888,997
Percentage of Class 17.42%
Class R
Community Bank NA DT FBO
Seaview Technologies 401(K) PS Plan
6 Rhoads Drive, Ste 7
Utica, NY 13502-6317
Amount of Ownership 82
Percentage of Class 6.04%
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 185
Percentage of Class 13.67%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Drive East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 949
Percentage of Class 70.24%
Name and Address of Beneficial Owner
------------------------------------
Class K
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 185
Percentage of Class 99.28%
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 185
Percentage of Class 100.00%
Advisor Class
CollegeBound Fund
CBF-Technology Fund
Customized Allocation
500 Plaza Dr.
Secaucus, NJ 07094-3619
Amount of Ownership 126,361
Percentage of Class 8.13%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 149,056
Percentage of Class 9.59%
Trust for Profit Sharing Plan for
Employees of Alliance
Capital Management L.P. Plan F
Attn: Diana Marotta, Floor 31
1345 Avenue of the Americas
New York, NY 10105
Amount of Ownership 319,364
Percentage of Class 20.54%
CollegeBound Fund
CBF-Aggressive Growth Portfolio
529 Plan
500 Plaza Dr.
Secaucus, NJ 07094-3619
Amount of Ownership 674,091
Percentage of Class 43.35%
E-17
Name and Address of Beneficial Owner
------------------------------------
Greater China
Class A
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 103,377
Percentage of Class 7.09%
Dean Witter Reynolds
ATTN: Mutual Fund Operations
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311
Amount of Ownership 114,159
Percentage of Class 7.83%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 167,620
Percentage of Class 11.49%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 211,115
Percentage of Class 14.48%
Class B
Dean Witter Reynolds
Attn: Mutual Fund Operations
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311
Amount of Ownership 105,749
Percentage of Class 9.06%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 112,922
Percentage of Class 9.67%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glenn Allen, VA 23060-9245
Amount of Ownership 162,863
Percentage of Class 13.95%
Name and Address of Beneficial Owner
------------------------------------
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 189,706
Percentage of Class 16.25%
Class C
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 56,516
Percentage of Class 5.51%
Legg Mason Wood Walker Inc.
Special Custody Account
FBO Customers
P.O. Box 1476
Baltimore, MD 21203-1476
Amount of Ownership 65,002
Percentage of Class 6.34%
Dean Witter Reynolds
Attn. Mutual Funds Opers
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311
Amount of Ownership 77,990
Percentage of Class 7.60%
First Clearing LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 110,169
Percentage of Class 10.74%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 223,414
Percentage of Class 21.78%
Advisor Class
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 73,602
Percentage of Class 34.96%
E-18
Name and Address of Beneficial Owner
------------------------------------
NFS LLC FEBO
NFS/FMTC SEP IRA
FBO Craig J. Edwards
33 Pebblewood Trail
Naperville, IL 60563-9062
Amount of Ownership 97,324
Percentage of Class 46.22%
Growth & Income
Class A
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 41,990,989
Percentage of Class 5.90%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 42,901,324
Percentage of Class 6.03%
Class B
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 31,571,295
Percentage of Class 6.12%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 42,157,496
Percentage of Class 8.17%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 57,269,055
Percentage of Class 11.10%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 81,288,479
Percentage of Class 15.75%
Name and Address of Beneficial Owner
------------------------------------
Class C
First Clearing LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 11,205,720
Percentage of Class 5.66%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 13,253,225
Percentage of Class 6.69%
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 21,564,489
Percentage of Class 10.89%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 53,033,943
Percentage of Class 26.77%
Class R
Capital Bank & Trust Company FBO
Tech Tool & Mold 401 K Profit
Sharing Plan
c/o Plan Premier/FAS Corp
8515 E Orchard Road # 2T2
Greenwood Village, CO 80111-5002
Amount of Ownership 5,976
Percentage of Class 14.56%
Reliance Trust Company Customer
FBO Chemical Laboratories Inc. 401K
P.O. Box 48529
Atlanta, GA 30362-1529
Amount of Ownership 12,942
Percentage of Class 31.52%
MG Trust Trustee
Ronald J. Synder
700 17th Street, Ste 300
Denver, CO 80202-3531
Amount of Ownership 21,074
Percentage of Class 51.33%
E-19
Name and Address of Beneficial Owner
------------------------------------
Class K
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 2,639
Percentage of Class 99.29%
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 2,639
Percentage of Class 100%
Advisor Class
CollegeBound Fund
CBF-Aggressive Growth Portfolio
529 Plan
500 Plaza Dr.
Secaucus, NJ 07094-3619
Amount of Ownership 23,162,792
Percentage of Class 7.19%
CollegeBound Fund
CBF-Growth Portfolio
529 Plan
500 Plaza Dr.
Secaucus, NJ 07094-3619
Amount of Ownership 30,921,356
Percentage of Class 9.59%
Merrill Lynch
Mutual Fund Operations
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 70,200,709
Percentage of Class 21.78%
High Yield
Class A
NFS LLC FEBO
CMG High Yield Master Fund, A Se
CMG High Yield Master Fund A
150 N. Radnor Chester Road
Suite A150
Radnor, PA 19087-5200
Amount of Ownership 1,339,484
Percentage of Class 7.72%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 1,376,923
Percentage of Class 7.94%
Name and Address of Beneficial Owner
------------------------------------
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 1,494,072
Percentage of Class 8.61%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 2,609,377
Percentage of Class 15.04%
Class B
Dean Witter Reynolds
ATTN: Mutual Fund Operations
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311
Amount of Ownership 1,388,038
Percentage of Class 5.26%
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 1,848,986
Percentage of Class 7.00%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 2,407,283
Percentage of Class 9.12%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 2,509,315
Percentage of Class 9.50%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 3,927,321
Percentage of Class 14.87%
E-20
Name and Address of Beneficial Owner
------------------------------------
Class C
Pershing LLC
PO Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 465,643
Percentage of Class 5.58%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 699,182
Percentage of Class 8.38%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 985,009
Percentage of Class 11.81%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 1,413,077
Percentage of Class 16.94%
Class R
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 1,613
Percentage of Class 99.01%
Class K
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 1,613
Percentage of Class 100.00%
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 1,613
Percentage of Class 100%
Name and Address of Beneficial Owner
------------------------------------
Advisor Class
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1987-1989
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 2,448,230
Percentage of Class 6.14%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1996-1998
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 3,014,031
Percentage of Class 7.56%
CollegeBound Fund
CBF-Balanced Portfolio
529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 3,327,015
Percentage of Class 8.34%
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1990-1992
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 3,708,969
Percentage of Class 9.30%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1987-1989
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 5,709,984
Percentage of Class 14.32%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1993-1995
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 6,479,044
Percentage of Class 16.25%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1990-1992
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 7,167,835
Percentage of Class 17.98%
E-21
Name and Address of Beneficial Owner
------------------------------------
Premier Growth
Class I
Investors Bank & Trust Co
AS TTEE CUST for Various
Retirement Plans
Qualified Plan
4 Manhattanville Road
Purchase, NY 10577-2139
Amount of Ownership 635,278
Percentage of Class 9.86%
PMS/Prudential Retirement
As Nominee for the TTEE/CUST PL 007
Alliance Capital Management
300 International Parkway, Suite 270
Heathrow, FL 32746-5028
Amount of Ownership 1,856,747
Percentage of Class 28.82%
Trust for Profit Sharing Pl for
Employees of Alliance Capital Mgmt LP Plan H
Attn: Diana Marotta, Floor 3
1345 Avenue of the Americas
New York, NY 10105
Amount of Ownership 3,205,225
Percentage of Class 49.74%
Class II
Oppenheimer & Co Inc. FBO
L. Kelley Carson IRA
PAS A/C
P.O. Box 82927
Aspen, CO 81612-8927
Amount of Ownership 33,164
Percentage of Class 9.61%
International Growth
Class A
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 1,254,450
Percentage of Class 5.34%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 1,654,834
Percentage of Class 7.05%
Name and Address of Beneficial Owner
------------------------------------
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 2,005,770
Percentage of Class 8.54%
Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4122
Amount of Ownership 2,225,594
Percentage of Class 9.48%
Class B
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glenn Allen, VA 23060-9245
Amount of Ownership 294,001
Percentage of Class 5.62%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 470,106
Percentage of Class 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
Amount of Ownership 580,556
Percentage of Class 11.10%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 591,695
Percentage of Class 11.31%
Class C
Dean Witter Reynolds
Attn: Mutual Fund Operations
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311
Amount of Ownership 134,294
Percentage of Class 5.64%
E-22
Name and Address of Beneficial Owner
------------------------------------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 276,785
Percentage of Class 11.63%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 286,460
Percentage of Class 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
Amount of Ownership 507,810
Percentage of Class 21.33%
Class R
Emjayco FBO
Broad Mountain Partners 401(K)
Plan 351795
P.O. Box 170910
Milwaukee, WI 53217-0909
Amount of Ownership 32,000
Percentage of Class 97.64%
Class K
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 710
Percentage of Class 99.02%
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 710
Percentage of Class 100%
Advisor Class
Pershing LLC
PO Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 50,126
Percentage of Class 7.53%
Name and Address of Beneficial Owner
------------------------------------
Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4122
Amount of Ownership 85,347
Percentage of Class 12.82%
Merrill Lynch
Mutual Fund Admin
4800 Deer Lake Drive, East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 357,777
Percentage of Class 53.73%
International Research Growth
Class A
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 478,865
Percentage of Class 5.36%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 832,815
Percentage of Class 9.33%
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 895,154
Percentage of Class 10.03%
Class B
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 469,138
Percentage of Class 5.54%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 557,969
Percentage of Class 6.58%
E-23
Name and Address of Beneficial Owner
------------------------------------
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 780,022
Percentage of Class 9.20%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 932,235
Percentage of Class 11.00%
Class C
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 196,755
Percentage of Class 6.87%
First Clearing LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 244,183
Percentage of Class 8.53%
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 434,461
Percentage of Class 15.17%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 463,768
Percentage of Class 16.19%
Advisor Class
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Administration
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 215,642
Percentage of Class 6.69%
Name and Address of Beneficial Owner
------------------------------------
Strafe & Co FAO
Munson Med Ctr Operating-SEG Assets
P.O. Box 160
Westerville, OH 43086-0160
Amount of Ownership 523,383
Percentage of Class 16.23%
PIMS/Prudential Retirement
As Nominee for the TTEE/CUST PL 007
Alliance Capital Management
300 International Parkway, Ste 270
Heathrow, FL 32746-5028
Amount of Ownership 1,074,140
Percentage of Class 33.32%
Trust for Profit Sharing Plan for
Employees of Alliance
Capital Mgmt L.P. Plan
ATTN: Diana Marotta, Floor 31
1345 Avenue of the Americas
New York, NY 10105
Amount of Ownership 1,132,826
Percentage of Class 35.14%
Large Cap Growth
Class A
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 4,401,436
Percentage of Class 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
Amount of Ownership 7,715,518
Percentage of Class 10.98%
Class B
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 6,878,115
Percentage of Class 7.64%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 7,164,479
Percentage of Class 7.96%
E-24
Name and Address of Beneficial Owner
------------------------------------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 7,829,538
Percentage of Class 8.70%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 15,988,283
Percentage of Class 17.76%
Class C
First Clearing LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 2,031,352
Percentage of Class 6.58%
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 3,015,642
Percentage of Class 9.77%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 8,770,554
Percentage of Class 28.40%
Class R
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 603
Percentage of Class 10.78%
MG Trust Trustee
Belvedere Lambert & Houck
700 17th Street, Ste 300
Denver, CO 80202-3531
Amount of Ownership 4,985
Percentage of Class 89.13%
Name and Address of Beneficial Owner
------------------------------------
Class K
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 567
Percentage of Class 100.00%
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 567
Percentage of Class 100%
Advisor Class
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1990-1992
500 Plaza Dr.
Secaucus, NJ 07094-3619
Amount of Ownership 2,731,818
Percentage of Class 5.18%
CollegeBound Fund
Age Based Portfolio 1999-2001
Aggressive Growth 529 Plan
500 Plaza Dr.
Secaucus, NJ 07094-3619
Amount of Ownership 2,901,478
Percentage of Class 5.50%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1993-1995
500 Plaza Dr.
Secaucus, NJ 07094-3619
Amount of Ownership 3,098,250
Percentage of Class 5.88%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1996-1998
500 Plaza Dr.
Secaucus, NJ 07094-3619
Amount of Ownership 3,268,565
Percentage of Class 6.20%
CollegeBound Fund
CBF-Balanced Portfolio
529 Plan
500 Plaza Dr.
Secaucus, NJ 07094-3619
Amount of Ownership 3,609,604
Percentage of Class 6.85%
E-25
Name and Address of Beneficial Owner
------------------------------------
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1999-2001
500 Plaza Dr.
Secaucus, NJ 07094-3619
Amount of Ownership 4,191,206
Percentage of Class 7.95%
CollegeBound Fund
CBF-Aggressive Growth Portfolio
529 Plan
500 Plaza Dr.
Secaucus, NJ 07094-3619
Amount of Ownership 4,624,054
Percentage of Class 8.77%
CollegeBound Fund
CBF-Growth Portfolio
529 Plan
500 Plaza Dr.
Secaucus, NJ 07094-3619
Amount of Ownership 9,081,072
Percentage of Class 17.22%
Mid-Cap Growth
Class B
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 766,073
Percentage of Class 6.00%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 789,826
Percentage of Class 6.19%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 845,931
Percentage of Class 6.63%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 1,343,675
Percentage of Class 10.53%
Name and Address of Beneficial Owner
------------------------------------
Class C
First Clearing LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 233,316
Percentage of Class 5.31%
Dean Witter Reynolds
Attn. Mutual Funds Opers
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311
Amount of Ownership 270,324
Percentage of Class 6.15%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 330,201
Percentage of Class 7.51%
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 373,630
Percentage of Class 8.50%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 476,449
Percentage of Class 10.84%
Class R
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 1,653
Percentage of Class 99.14%
Class K
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 1,653
Percentage of Class 100.00%
E-26
Name and Address of Beneficial Owner
------------------------------------
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 1,653
Percentage of Class 100.00%
Advisor Class
PIMS/Prudential Retirement
as Nominee for the TTEE/Customer Plan 007
Alliance Capital Management
300 International Parkway, Ste 270
Heathrow, FL 32746-5028
Amount of Ownership 2,545,904
Percentage of Class 24.40%
Trust for Profit Sharing Plan
for Employees of Alliance Capital
Management L.P., Plan I
Attn: Diana Marotta, Floor 31
1345 Avenue of Americas
New York, NY 10105
Amount of Ownership 3,031,311
Percentage of Class 29.05%
CollegeBound Fund
CBF-Mid Cap Growth
Customized Portfolio 529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 3,501,030
Percentage of Class 33.56%
Multi-Market Strategy
Class A
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 1,543,809
Percentage of Class 5.47%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 4,314,106
Percentage of Class 15.28%
Name and Address of Beneficial Owner
------------------------------------
Class B
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 64,109
Percentage of Class 6.18%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 102,107
Percentage of Class 9.85%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 106,817
Percentage of Class 10.30%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 120,954
Percentage of Class 11.67%
Class C
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 89,274
Percentage of Class 5.37%
Dean Witter Reynolds
Attn: Mutual Fund Operations
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311
Amount of Ownership 92,150
Percentage of Class 5.55%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 105,079
Percentage of Class 6.32%
E-27
Name and Address of Beneficial Owner
------------------------------------
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 105,944
Percentage of Class 6.38%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 132,223
Percentage of Class 7.96%
Class R
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 1,754
Percentage of Class 99.01%
Class K
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 1,754
Percentage of Class 99.50%
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 1,754
Percentage of Class 100%
AMIF - California Portfolio
Class A
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 3,482,525
Percentage of Class 6.49%
Dean Witter Reynolds
ATTN: Mutual Fund Operations
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311
Amount of Ownership 3,612,725
Percentage of Class 6.73%
Name and Address of Beneficial Owner
------------------------------------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 3,688,212
Percentage of Class 6.87%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 4,898,252
Percentage of Class 9.13%
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 6,906,576
Percentage of Class 12.87%
Class B
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 683,904
Percentage of Class 5.49%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 764,467
Percentage of Class 6.14%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 857,952
Percentage of Class 6.89%
Class C
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 856,864
Percentage of Class 7.26%
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 1,097,425
Percentage of Class 9.30%
E-28
Name and Address of Beneficial Owner
------------------------------------
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 3,021,876
Percentage of Class 25.62%
AMIF - Insured California Portfolio
Class A
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 374,977
Percentage of Class 5.40%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 604,939
Percentage of Class 8.71%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 709,391
Percentage of Class 10.21%
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 732,004
Percentage of Class 10.54%
Class B
Pershing LLC
PO Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 65,033
Percentage of Class 5.38%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 145,696
Percentage of Class 12.05%
Name and Address of Beneficial Owner
------------------------------------
Class C
Dean Witter Reynolds
Attn. Mutual Funds Opers
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311
Amount of Ownership 94,144
Percentage of Class 7.10%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 320,005
Percentage of Class 24.14%
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 356,762
Percentage of Class 26.92%
AMIF - Insured National Portfolio
Class A
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 620,810
Percentage of Class 5.08%
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 738,009
Percentage of Class 6.04%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 808,969
Percentage of Class 6.62%
Class B
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 112,526
Percentage of Class 6.57%
E-29
Name and Address of Beneficial Owner
------------------------------------
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 262,568
Percentage of Class 15.34%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 327,376
Percentage of Class 19.12%
Class C
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 63,897
Percentage of Class 5.47%
First Clearing LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 84,543
Percentage of Class 7.24%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 513,756
Percentage of Class 44.01%
AMIF - National Portfolio
Class A
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 2,608,830
Percentage of Class 7.79%
Class B
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 452,167
Percentage of Class 8.38%
Name and Address of Beneficial Owner
------------------------------------
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 532,056
Percentage of Class 9.87%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 535,909
Percentage of Class 9.94%
Class C
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 378,182
Percentage of Class 5.98%
First Clearing LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 428,195
Percentage of Class 6.77%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 1,872,327
Percentage of Class 29.60%
AMIF - New York Portfolio
Class A
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 1,929,230
Percentage of Class 6.65%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 2,480,317
Percentage of Class 8.55%
E-30
Name and Address of Beneficial Owner
------------------------------------
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 4,186,987
Percentage of Class 14.44%
Class B
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 865,459
Percentage of Class 6.18%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 1,149,987
Percentage of Class 8.21%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 2,987,431
Percentage of Class 21.33%
Class C
First Clearing LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 268,442
Percentage of Class 5.86%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 400,005
Percentage of Class 8.73%
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 462,404
Percentage of Class 10.09%
Name and Address of Beneficial Owner
------------------------------------
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 1,252,346
Percentage of Class 27.33%
AMIF II - Arizona Portfolio
Class A
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 497,559
Percentage of Class 5.22%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 1,091,716
Percentage of Class 11.46%
Class B
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 441,255
Percentage of Class 7.44%
Class C
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 219,277
Percentage of Class 10.52%
Dean Witter Reynolds
Attn: Mutual Fund Operations
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311
Amount of Ownership 236,156
Percentage of Class 11.33%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 403,175
Percentage of Class 19.34%
E-31
Name and Address of Beneficial Owner
------------------------------------
AMIF II - Florida Portfolio
Class A
Dean Witter Reynolds
ATTN: Mutual Fund Operations
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311
Amount of Ownership 579,847
Percentage of Class 5.02%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 661,934
Percentage of Class 5.73%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 703,811
Percentage of Class 6.09%
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 1,193,195
Percentage of Class 10.32%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 1,499,991
Percentage of Class 12.98%
Class B
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 390,417
Percentage of Class 6.94%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 401,785
Percentage of Class 7.14%
Name and Address of Beneficial Owner
------------------------------------
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glenn Allen, VA 23060-9245
Amount of Ownership 696,771
Percentage of Class 12.39%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 745,058
Percentage of Class 13.25%
Class C
Dean Witter Reynolds
Attn. Mutual Funds Opers
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311
Amount of Ownership 290,385
Percentage of Class 7.56%
First Clearing LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 338,752
Percentage of Class 8.82%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 395,792
Percentage of Class 10.30%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 1,240,832
Percentage of Class 32.29%
AMIF II - Massachusetts Portfolio
Class A
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 368,702
Percentage of Class 8.21%
E-32
Name and Address of Beneficial Owner
------------------------------------
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 389,296
Percentage of Class 8.67%
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 458,790
Percentage of Class 10.22%
Class B
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 299,507
Percentage of Class 6.25%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 388,277
Percentage of Class 8.11%
Class C
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 160,015
Percentage of Class 5.05%
Merrill Lynch
Mutual Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 226,467
Percentage of Class 7.14%
Dean Witter Reynolds
Attn: Mutual Fund Operations
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311
Amount of Ownership 362,681
Percentage of Class 11.44%
Name and Address of Beneficial Owner
------------------------------------
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
Amount of Ownership 268,412
Percentage of Class 5.53%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 663,376
Percentage of Class 13.68%
Class B
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 298,660
Percentage of Class 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
Amount of Ownership 491,105
Percentage of Class 12.54%
Class C
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 291,992
Percentage of Class 7.12%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 380,541
Percentage of Class 9.27%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 680,384
Percentage of Class 16.58%
E-33
Name and Address of Beneficial Owner
------------------------------------
AMIF II - Minnesota Portfolio
Class A
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 617,563
Percentage of Class 9.29%
Jas & Co.
C/o Bremer Trust
P.O. Box 986
St. Cloud, MN 56302-0986
Amount of Ownership 704,233
Percentage of Class 10.60%
Class B
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 88,613
Percentage of Class 6.04%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 227,468
Percentage of Class 15.51%
Class C
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 244,190
Percentage of Class 14.57%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 507,351
Percentage of Class 30.28%
AMIF II - New Jersey Portfolio
Class A
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 505,252
Percentage of Class 6.41%
Name and Address of Beneficial Owner
------------------------------------
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 684,176
Percentage of Class 8.67%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 873,075
Percentage of Class 11.07%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 1,275,414
Percentage of Class 16.17%
Class B
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 510,203
Percentage of Class 8.04%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 679,958
Percentage of Class 10.71%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glenn Allen, VA 23060-9245
Amount of Ownership 1,312,202
Percentage of Class 20.67%
Class C
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 290,566
Percentage of Class 7.96%
E-34
Name and Address of Beneficial Owner
------------------------------------
First Clearing LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 591,793
Percentage of Class 16.22%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 999,239
Percentage of Class 27.38%
AMIF II - Ohio Portfolio
Class A
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 504,402
Percentage of Class 6.09%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 625,643
Percentage of Class 7.55%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 921,235
Percentage of Class 11.12%
Class B
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 520,265
Percentage of Class 9.11%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 619,676
Percentage of Class 10.85%
Name and Address of Beneficial Owner
------------------------------------
Class C
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 259,183
Percentage of Class 5.48%
First Clearing LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 552,500
Percentage of Class 11.69%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 1,142,607
Percentage of Class 24.17%
AMIF II - Pennsylvania Portfolio
Class A
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 427,047
Percentage of Class 5.79%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 493,127
Percentage of Class 6.69%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 832,938
Percentage of Class 11.30%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 1,650,612
Percentage of Class 22.39%
E-35
Name and Address of Beneficial Owner
------------------------------------
Class B
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 283,103
Percentage of Class 6.85%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 508,709
Percentage of Class 12.31%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glenn Allen, VA 23060-9245
Amount of Ownership 1,111,360
Percentage of Class 26.90%
Class C
First Clearing LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 326,016
Percentage of Class 9.96%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 1,259,816
Percentage of Class 38.51%
AMIF II - Virginia Portfolio
Class A
Dean Witter Reynolds
ATTN: Mutual Fund Operations
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311
Amount of Ownership 422,719
Percentage of Class 5.32%
Legg Mason Wood Walker Inc.
Special Custody Account
FBO Customers
P.O. Box 1476
Baltimore, MD 21203-1476
Amount of Ownership 422,587
Percentage of Class 5.32%
Name and Address of Beneficial Owner
------------------------------------
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 536,803
Percentage of Class 6.76%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 705,500
Percentage of Class 8.88%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 1,124,359
Percentage of Class 14.16%
Class B
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 472,983
Percentage of Class 10.49%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 502,243
Percentage of Class 11.14%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glenn Allen, VA 23060-9245
Amount of Ownership 1,037,926
Percentage of Class 23.03%
Class C
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 394,269
Percentage of Class 15.07%
E-36
Name and Address of Beneficial Owner
------------------------------------
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 434,891
Percentage of Class 16.62%
Legg Mason Wood Walker, Inc.
Special Custody Account
FBO Customers
P.O. Box 1476
Baltimore, MD 21203-1476
Amount of Ownership 460,000
Percentage of Class 17.58%
Real Estate
Class A
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 407,896
Percentage of Class 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
Amount of Ownership 544,582
Percentage of Class 9.70%
Class B
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 350,344
Percentage of Class 7.89%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 410,847
Percentage of Class 9.25%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 438,241
Percentage of Class 9.87%
Name and Address of Beneficial Owner
------------------------------------
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 836,783
Percentage of Class 18.84%
Class C
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 156,350
Percentage of Class 5.94%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 239,783
Percentage of Class 9.11%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 1,022,328
Percentage of Class 38.85%
Class R
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 527
Percentage of Class 99.03%
Class K
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 527
Percentage of Class 99.03%
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 527
Percentage of Class 100%
E-37
Name and Address of Beneficial Owner
------------------------------------
Advisor Class
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1996-1998
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 351,285
Percentage of Class 5.61%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1996-1998
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 364,228
Percentage of Class 5.82%
CollegeBound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1999-2001
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 392,643
Percentage of Class 6.27%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1993-1995
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 393,411
Percentage of Class 6.28%
CollegeBound Fund
CBF-Balanced Portfolio
529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 403,671
Percentage of Class 6.45%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1999-2001
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 567,289
Percentage of Class 9.06%
CollegeBound Fund
CBF-Aggressive Growth Portfolio
529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 998,613
Percentage of Class 15.95%
Name and Address of Beneficial Owner
------------------------------------
CollegeBound Fund
CBF-Growth Portfolio
529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 1,726,359
Percentage of Class 27.57%
Global Value
Class A
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 128,377
Percentage of Class 5.28%
Union Bank of California Trust
Nominee
George Little Mgmt. LLC 401K PSP
P.O. Box 85484
San Diego, CA 92186-5484
Amount of Ownership 141,583
Percentage of Class 5.82%
Union Bank of California Trust
Nominee
Sanford Bernstein FBO
Cloverland Farms Dairy, Inc.
Employees 401K PSP
P.O. Box 85484
San Diego, CA 92186-5484
Amount of Ownership 287,370
Percentage of Class 11.81%
Class B
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 62,174
Percentage of Class 5.64%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glenn Allen, VA 23060-9245
Amount of Ownership 82,327
Percentage of Class 7.47%
E-38
Name and Address of Beneficial Owner
------------------------------------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 134,533
Percentage of Class 12.21%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 166,113
Percentage of Class 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
Amount of Ownership 29,283
Percentage of Class 5.29%
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 41,909
Percentage of Class 7.57%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 49,346
Percentage of Class 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
Amount of Ownership 109,855
Percentage of Class 19.84%
Class R
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 775
Percentage of Class 99.02%
Name and Address of Beneficial Owner
------------------------------------
Class K
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 775
Percentage of Class 99.02%
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 775
Percentage of Class 100%
Advisor Class
Sanford Bernstein & Co. LLC
One North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 659,664
Percentage of Class 5.64%
Sanford Bernstein & Co. LLC
One North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 779,840
Percentage of Class 6.67%
PIMS/Prudential Retirement
as Nominee for the TTEE/Customer Plan 007
Alliance Capital Management
300 International Parkway, Ste 270
Heathrow, FL 32746-5028
Amount of Ownership 1,686,704
Percentage of Class 14.42%
International Value
Class A
Dean Witter Reynolds
ATTN: Mutual Fund Operations
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311
Amount of Ownership 2,860,411
Percentage of Class 5.75%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 3,977,878
Percentage of Class 7.99%
E-39
Name and Address of Beneficial Owner
------------------------------------
Charles Schwab & Co.
Mutual Funds Department
101 Montgomery
San Francisco, CA 94104-4122
Amount of Ownership 5,515,512
Percentage of Class 11.08%
Class B
Dean Witter Reynolds
Attn: Mutual Fund Operations
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311
Amount of Ownership 581,823
Percentage of Class 5.50%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 836,726
Percentage of Class 7.91%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glenn Allen, VA 23060-9245
Amount of Ownership 904,608
Percentage of Class 8.55%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 1,503,640
Percentage of Class 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
Amount of Ownership 1,612,029
Percentage of Class 15.24%
Class C
Legg Mason Wood Walker Inc.
Special Custody Account
FBO Customers
P.O. Box 1476
Baltimore, MD 21203-1476
Amount of Ownership 874,640
Percentage of Class 5.60%
Name and Address of Beneficial Owner
------------------------------------
Dean Witter Reynolds
Attn. Mutual Funds Opers
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311
Amount of Ownership 912,489
Percentage of Class 5.84%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 1,053,578
Percentage of Class 6.75%
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 1,242,260
Percentage of Class 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
Amount of Ownership 4,854,821
Percentage of Class 31.09%
Class R
Bremer Trust
Luekens Food Stores Inc.
401 K Plan
Attn: Trust Operations FRPS
P.O. Box 986
Saint Cloud, MN 56302-0986
Amount of Ownership 7,272
Percentage of Class 5.21%
Reliance Trust Company Cust
FBO Southeastern Retina
Association
P.O. Box 48529
Atlanta, GA 30262-1529
Amount of Ownership 8,899
Percentage of Class 6.37%
Merrill Lynch
Attn: Fund Admin.
4800 Deer Lake Drive East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 97,792
Percentage of Class 70.02%
E-40
Name and Address of Beneficial Owner
------------------------------------
Class K
NFS LLC FEBO
Gelco Companies 401K & PSP
Reliance Trust Co. TTEE
1745 Salem Industrial Dr., NE
Salem, OR 97303-4240
Amount of Ownership 313
Percentage of Class 17.86%
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 583
Percentage of Class 33.28%
NFS LLC FEBO
Douglas Davison
Buck, Davison, Aldrich TTEES
1011 Commercial St, NE, Ste. 120
Salem, OR 97301-1036
Amount of Ownership 856
Percentage of Class 48.85%
Class I
Sanford Bernstein & Co. LLC
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 373,886
Percentage of Class 5.06%
Sanford Bernstein & Co. LLC
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 985,598
Percentage of Class 13.33%
Sanford Bernstein & Co. LLC
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 1,367,938
Percentage of Class 18.51%
Sanford Bernstein & Co. LLC
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 3,388,786
Percentage of Class 45.85%
Advisor Class
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1999-2001
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 3,593,176
Percentage of Class 5.14%
Name and Address of Beneficial Owner
------------------------------------
CollegeBound Fund
CBF-Aggressive Growth Portfolio
529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 4,733,752
Percentage of Class 6.78%
Merrill Lynch
Attn: Fund Admin.
4800 Deer Lake Drive E 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 4,861,289
Percentage of Class 6.96%
Citigroup Global Markets
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 5,065,226
Percentage of Class 7.25%
CollegeBound Fund
CBF-Growth Portfolio
529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 8,178,129
Percentage of Class 11.71%
Small/Mid Cap Value
Class A
Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4122
Amount of Ownership 1,313,698
Percentage of Class 5.42%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 3,528,166
Percentage of Class 14.55%
Class B
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glenn Allen, VA 23060-9245
Amount of Ownership 1,115,963
Percentage of Class 7.24%
E-41
Name and Address of Beneficial Owner
------------------------------------
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 1,812,398
Percentage of Class 11.75%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 3,170,932
Percentage of Class 20.56%
Class C
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 582,404
Percentage of Class 5.30%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 1,190,033
Percentage of Class 10.82%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 2,387,082
Percentage of Class 21.71%
Class R
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 5,879
Percentage of Class 5.71%
Capital Bank & Trust Co
Joseph Jingoli & Son, Inc. 401(K) Plan
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002
Amount of Ownership 7,882
Percentage of Class 7.66%
MG Trust Trustee
Lawrence Semiconductor Research Lab
700 17th Street, Suite 300
Denver, CO 80202-3531
Amount of Ownership 7,970
Percentage of Class 7.74%
Name and Address of Beneficial Owner
------------------------------------
Capital Bank & Trust Company Cust
FBO USA 401(K) Plan S/D IRA
C/O Planpremier/Fascorp
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002
Amount of Ownership 11,165
Percentage of Class 10.85%
Capital Bank & Trust FBO
United SO Bank Emp 401(K) PSP
C/O Fascorp
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002
Amount of Ownership 11,266
Percentage of Class 10.94%
Capital Bank & Trust Co
FBO Ear, Nose and Throat, Ltd. PSP Plan
C/O Planpremier/Fascorp
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002
Amount of Ownership 13,336
Percentage of Class 12.95%
Capital Bank & Trust Company FBO
Maine Rubber International
401(K) Retirement Savings Pl
C/O Planpremier/Fascorp
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002
Amount of Ownership 18,704
Percentage of Class 18.17%
Class K
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 595
Percentage of Class 99.02%
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 595
Percentage of Class 100%
Advisor Class
CollegeBound Fund
Age Based Portfolio 1999-2001
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 1,242,241
Percentage of Class 5.88%
E-42
Name and Address of Beneficial Owner
------------------------------------
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1999-2001
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 1,794,489
Percentage of Class 8.49%
CollegeBound Fund
CBF-Aggressive Growth Portfolio
529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 1,895,430
Percentage of Class 8.97%
CollegeBound Fund
CBF-AllianceBernstein Small Cap
Customized Allocation
529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 1,900,459
Percentage of Class 8.99%
CollegeBound Fund
CBF-Growth Portfolio
529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 4,912,975
Percentage of Class 23.24%
Value
Class A
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 1,119,876
Percentage of Class 6.64%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 3,104,843
Percentage of Class 18.40%
Class B
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 774,343
Percentage of Class 5.84%
Name and Address of Beneficial Owner
------------------------------------
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glenn Allen, VA 23060-9245
Amount of Ownership 1,046,886
Percentage of Class 7.89%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 1,965,224
Percentage of Class 14.82%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 2,962,682
Percentage of Class 22.34%
Class C
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 685,030
Percentage of Class 8.61%
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 698,300
Percentage of Class 8.78%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 2,238,311
Percentage of Class 28.14%
Class R
Reliance Trust Co Cust
FBO Shelor Motor Mile
P.O. Box 48529
Atlanta, GA 30362-1529
Amount of Ownership 17,673
Percentage of Class 30.07%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 38,829
Percentage of Class 66.06%
E-43
Name and Address of Beneficial Owner
------------------------------------
Class K
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 779
Percentage of Class 99.02%
Class I
Mercer Trust Co. TTEE FBO
Thomson 401K Savings Plan
1 Investors Way
Norwood, MA 02062-1599
Amount of Ownership 2,296,328
Percentage of Class 99.97%
Advisor Class
CollegeBound Fund
CBF-Balanced Portfolio
529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 2,511,546
Percentage of Class 5.03%
CollegeBound Fund
Growth Emphasis
Age Based Portfolio 1999-2001
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 2,952,626
Percentage of Class 5.91%
CollegeBound Fund
AllianceBernstein Value Fund
Customized Allocation
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 3,352,473
Percentage of Class 6.71%
CollegeBound Fund
CBF-Growth Portfolio
529 Plan
500 Plaza Drive
Secaucus, NJ 07094-3619
Amount of Ownership 5,369,820
Percentage of Class 10.75%
Utility Income
Class A
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 275,019
Percentage of Class 6.05%
Name and Address of Beneficial Owner
------------------------------------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 574,028
Percentage of Class 12.64%
Class B
First Clearing LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 527,626
Percentage of Class 7.91%
Pershing LLC
PO Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 781,406
Percentage of Class 11.71%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 1,462,883
Percentage of Class 21.92%
Class C
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 158,021
Percentage of Class 6.16%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 202,275
Percentage of Class 7.89%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 966,877
Percentage of Class 37.70%
Class R
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 612
Percentage of Class 99.02%
E-44
Name and Address of Beneficial Owner
------------------------------------
Class K
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 612
Percentage of Class 99.02%
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 612
Percentage of Class 100.00%
Advisor Class
Pershing LLC
PO Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 24,287
Percentage of Class 16.72%
Merrill Lynch Pierce Fenner & SM
for the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 33,749
Percentage of Class 23.23%
Balanced Wealth
Class A
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 5,801,993
Percentage of Class 13.94%
Class B
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 1,328,425
Percentage of Class 5.94%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 1,517,183
Percentage of Class 6.79%
Name and Address of Beneficial Owner
------------------------------------
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 1,680,539
Percentage of Class 7.52%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 3,172,552
Percentage of Class 14.20%
Class C
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 1,457,152
Percentage of Class 9.05%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 5,114,978
Percentage of Class 31.76%
Class R
Reliance Trust Company Customer
FBO Johnson Barrow Inc. 401K
P.O. Box 48529
Atlanta, GA 30362-1529
Amount of Ownership 818
Percentage of Class 15.65%
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 910
Percentage of Class 17.42%
Reliance Trust Company Customer
FBO Shelor Motor Mile
P.O. Box 48529
Atlanta, GA 30362-1529
Amount of Ownership 3,264
Percentage of Class 62.48%
Class K
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 861
Percentage of Class 10.01%
E-45
Name and Address of Beneficial Owner
------------------------------------
MG Trust Co. Agent TTEE
Frontier Trust Co.
Thal-Mor Associates Retirement Pro.
P.O. Box 10699
Fargo, ND 58106-0699
Amount of Ownership 7,737
Percentage of Class 89.89%
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 861
Percentage of Class 99.02%
Advisor Class
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 486,492
Percentage of Class 11.16%
Trust for Profit Sharing Plan
for Employees of Alliance
Capital Management L.P. Plan A
Attn: Diana Marotta, Floor 31
1345 Avenue of Americas
New York, New York 10105
Amount of Ownership 793,186
Percentage of Class 18.19%
PIMS/Prudential Retirement
as Nominee for the TTEE/Customer Plan 007
Alliance Capital Management
300 International Parkway, Ste 270
Heathrow, FL 32746-5028
Amount of Ownership 2,417,601
Percentage of Class 55.46%
Growth
Class A
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 1,764,126
Percentage of Class 5.83%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 1,977,650
Percentage of Class 6.53%
Name and Address of Beneficial Owner
------------------------------------
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 2,504,526
Percentage of Class 8.28%
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 2,766,322
Percentage of Class 9.14%
Class B
Dean Witter Reynolds
ATTN: Mutual Fund Operations
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311
Amount of Ownership 1,310,582
Percentage of Class 5.69%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 1,481,139
Percentage of Class 6.44%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 1,639,886
Percentage of Class 7.13%
Merrill Lynch
Mutual Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 2,466,594
Percentage of Class 10.72%
Citigroup Global Markets
House Account
ATTN: Cindy Tempesta
333 W. 34th St., Floor 3
New York, NY 10001-2402
Amount of Ownership 2,606,331
Percentage of Class 11.32%
E-46
Name and Address of Beneficial Owner
------------------------------------
Class C
Dean Witter Reynolds
Attn. Mutual Funds Opers
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311
Amount of Ownership 464,310
Percentage of Class 5.76%
First Clearing LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 523,743
Percentage of Class 6.49%
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 1,116,521
Percentage of Class 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
Amount of Ownership 1,722,690
Percentage of Class 21.36%
Class R
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 304
Percentage of Class 33.31%
Community Bank, NA DT FBO
Seaview Technologies 401(K) PS Plan
6 Rhoads Dr., Suite 7
Utica, NY 13502-6317
Amount of Ownership 606
Percentage of Class 66.36%
Class K
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 304
Percentage of Class 100.00%
Name and Address of Beneficial Owner
------------------------------------
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 North Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 304
Percentage of Class 99.50%
Advisor Class
Merrill Lynch
Mutual Fund Admin
4800 Deer Lake Drive, East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 53,991
Percentage of Class 5.49%
PIMS/Prudential Retirement
as Nominee for the TTEE/Customer Plan 007
Alliance Capital Management
300 International Parkway, Ste 270
Heathrow, FL 32746-5028
Amount of Ownership 377,173
Percentage of Class 38.34%
Trust for Profit Sharing Plan
for Employees of Alliance Capital
Management L.P., Plan R
Attn: Diana Marotta, Floor 31
1345 Avenue of Americas
New York, NY 10105
Amount of Ownership 467,349
Percentage of Class 47.51%
Tax-Managed Balanced Wealth
Class A
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 2,160,543
Percentage of Class 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
Amount of Ownership 272,863
Percentage of Class 5.42%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 655,239
Percentage of Class 13.02%
E-47
Name and Address of Beneficial Owner
------------------------------------
Class C
First Clearing LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 224,571
Percentage of Class 5.99%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 383,095
Percentage of Class 10.22%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 947,500
Percentage of Class 25.27%
Advisor Class
Wells Fargo Investments LLC
608 2nd Avenue, S. Floor 8
Minneapolis, MN 55402-1927
Amount of Ownership 22,719
Percentage of Class 6.08%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 27,427
Percentage of Class 7.34%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 36,885
Percentage of Class 9.87%
Richard C. Galiardo
48 Lenox Road
Summit, NJ 07901-3733
Amount of Ownership 40,599
Percentage of Class 10.86%
Wells Fargo Investments LLC
608 2nd Avenue S, Floor 8
Minneapolis, MN 55402-1927
Amount of Ownership 58,092
Percentage of Class 15.54%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 111,309
Percentage of Class 29.78%
Name and Address of Beneficial Owner
------------------------------------
Tax-Managed Wealth Appreciation
Class A
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 1,635,542
Percentage of Class 38.51%
Class B
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 103,891
Percentage of Class 6.18%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 307,489
Percentage of Class 18.28%
Class C
Citigroup Global Markets
House Account
Attn. Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 113,285
Percentage of Class 5.62%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 308,732
Percentage of Class 15.31%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 612,862
Percentage of Class 30.39%
Advisor Class
Bonnie E. Orlowski & Frank P.
Orlowski JTWROS
1623 Third Avenue #28F
New York, NY 10128-3642
Amount of Ownership 17,693
Percentage of Class 6.83%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 42,312
Percentage of Class 16.34%
E-48
Name and Address of Beneficial Owner
------------------------------------
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 123,001
Percentage of Class 47.49%
Tax-Managed Wealth Preservation
Class A
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 317,186
Percentage of Class 5.12%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 1,023,222
Percentage of Class 16.53%
Class B
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 304,408
Percentage of Class 8.02%
MLPF&S
For the Sole Benefit of its Customers
ATTN: Fund Admin.
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 398,576
Percentage of Class 10.50%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 495,040
Percentage of Class 13.04%
Class C
Pershing LLC
P.O. Box 2052
Jersey City, NY 07303-2052
Amount of Ownership 194,031
Percentage of Class 8.56%
Name and Address of Beneficial Owner
------------------------------------
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 596,700
Percentage of Class 26.34%
Advisor Class
Raymond James & Associates Inc.
FBO Mann Leona
880 Carillon Parkway
St. Petersburg, FL 33716-1100
Amount of Ownership 36,456
Percentage of Class 9.32%
Raymond James & Associates Inc.
FBO Manning Trust
880 Carillon Parkway
St. Petersburg, FL 33716-1100
Amount of Ownership 45,487
Percentage of Class 11.63%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 113,430
Percentage of Class 29.00%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 149,265
Percentage of Class 38.16%
Wealth Appreciation
Class A
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 2,902,640
Percentage of Class 14.65%
Class B
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glenn Allen, VA 23060-9245
Amount of Ownership 736,926
Percentage of Class 6.10%
E-49
Name and Address of Beneficial Owner
------------------------------------
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 789,005
Percentage of Class 6.54%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th Street, Floor 3
New York, NY 10001-2402
Amount of Ownership 845,306
Percentage of Class 7.00%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 1,723,200
Percentage of Class 14.28%
Class C
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 1,006,513
Percentage of Class 11.62%
MLPF&S
For the Sole Benefit of its Customers
Attn. Fund Admin.
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 2,499,192
Percentage of Class 28.85%
Class R
MG Trust Trustee
Technology Architects, Inc.
700 17th Street, Suite 300
Denver, CO 80202-3531
Amount of Ownership 474
Percentage of Class 5.29%
Reliance Trust Co Cust
FBO Shelor Motor Mile
P.O. Box 48529
Atlanta, GA 30362-1529
Amount of Ownership 500
Percentage of Class 5.58%
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 886
Percentage of Class 9.90%
Name and Address of Beneficial Owner
------------------------------------
MG Trust Trustee
Lawrence Semiconductor Research Lab
700 17th Street, Ste 300
Denver, CO 80202-3531
Amount of Ownership 1,277
Percentage of Class 14.27%
Reliance Trust Company Cust
FBO Johnson Barrow Inc 401K
P.O. Box 48529
Atlanta, GA 30362-1529
Amount of Ownership 1,374
Percentage of Class 15.36%
MG Trust Trustee
Emclay Enterprises Inc.
700 17th Street, Ste 300
Denver, CO 80202-3531
Amount of Ownership 1,774
Percentage of Class 19.82%
MG Trust Trustee
Eastern Shipping Worldwide, Inc.
700 17th Street, Suite 300
Denver, CO 80202-3531
Amount of Ownership 2,590
Percentage of Class 28.94%
Class K
Alliance Capital Management LP
Attn: Raymond Cardosi
1 North Lexington Avenue
White Plains, NY 10601-1712
Amount of Ownership 820
Percentage of Class 99.02%
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 820
Percentage of Class 100%
Advisor Class
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 425,733
Percentage of Class 5.14%
Trust for Profit Sharing Plan
for Employees of Alliance
Capital Management L.P. Plan A
Attn: Diana Marotta, Floor 31
New York, New York 10105
Amount of Ownership 1,805,485
Percentage of Class 21.80%
E-50
Name and Address of Beneficial Owner
------------------------------------
PIMS/Prudential Retirement
as Nominee for the TTEE/Customer Plan 007
Alliance Capital Management
300 International Parkway, Ste 270
Heathrow, FL 32746-5028
Amount of Ownership 5,350,735
Percentage of Class 64.61%
Wealth Preservation
Class A
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 2,614,301
Percentage of Class 18.18%
Class B
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W. 34th Street Floor 3
New York, NY 10001-2402
Amount of Ownership 461,109
Percentage of Class 6.07%
First Clearing LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 506,718
Percentage of Class 6.67%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 977,056
Percentage of Class 12.86%
Class C
First Clearing LLC
Special Custody Acct for the
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
Amount of Ownership 387,971
Percentage of Class 5.53%
Dean Witter Reynolds
Attn. Mutual Funds Opers
2 Harborside Plaza, 2nd Floor
Jersey City, NJ 07311
Amount of Ownership 430,370
Percentage of Class 6.14%
Name and Address of Beneficial Owner
------------------------------------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Amount of Ownership 890,562
Percentage of Class 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
Amount of Ownership 1,274,811
Percentage of Class 18.18%
Class R
MG Trust Trustee
Mosebach Funt Dayton & Duckworth
700 17th Street, Ste 300
Denver, CO 80202-3531
Amount of Ownership 6,994
Percentage of Class 8.31%
Reliance Trust Company
FBO Knoxville Eye Surgery C 401K
P.O. Box 48529
Atlanta, GA 30362-1529
Amount of Ownership 76,055
Percentage of Class 90.34%
Class K
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 911
Percentage of Class 12.11%
MG Trust Co. Agent TTEE
Frontier Trust Co.
Thal-Mor Associates Retirement Pro.
P.O. Box 10699
Fargo, ND 58106-0699
Amount of Ownership 6,599
Percentage of Class 87.77%
Class I
Alliance Capital Management LP
ATTN: Raymond Cardosi
1 N. Lexington Ave.
White Plains, NY 10601-1712
Amount of Ownership 911
Percentage of Class 100%
E-51
Name and Address of Beneficial Owner
------------------------------------
Advisor Class
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484
Amount of Ownership 105,435
Percentage of Class 6.15%
Trust for Profit Sharing Plan for
Employees of Alliance
Capital Management L.P. Plan A
ATTN: Diana Marotta, Floor 31
1345 Avenue of the Americas
New York, NY 10105
Amount of Ownership 349,488
Percentage of Class 20.40%
PIMS/Prudential Retirement
As Nominee for the TTEE/CUST PL 007
Alliance Capital Management
300 International Parkway, Suite 270
Heathrow, FL 32746-5028
Amount of Ownership 1,030,977
Percentage of Class 60.17%
E-52
THE ALLIANCEBERNSTEIN FUNDS
[LOGO] ALLIANCEBERNSTEIN (R)
Investment Research and Management
Alliance Capital Management L.P.
- --------------------------------------------------------------------------------
NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT September 6,
2005
FORM OF
PROXY ALLIANCEBERNSTEIN FUNDS PROXY
JOINT ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 15, 2005
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARDS OF DIRECTORS AND BOARDS OF
TRUSTEES OF THE ALLIANCEBERNSTEIN FUNDS. The undersigned 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 listed below (each a "Fund", and collectively, the "Funds") to be held at
3:00 p.m., Eastern Time, on November 15, 2005 at the offices of the
AllianceBernstein Funds, 1345 Avenue of the Americas, 39th 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 (the time of each Meeting is
incorporated by reference herein), 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 votes entitled to be cast by the undersigned will be cast as instructed
below. If this Proxy is executed but no instruction is given, the votes entitled
to be cast by the undersigned will be cast "FOR" each of the nominees for
director and "FOR" each of the other proposals as described in the Proxy
Statement. Additionally, the votes entitled to be cast by the undersigned will
be cast in the discretion of the Proxy holder on any other matter that may
properly come before the Meeting or any adjournment or postponement thereof.
VOTE VIA THE INTERNET: https://vote.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-866-290-1383
Please vote, date, sign and return this proxy card promptly if you are not
voting via the internet or by telephone. You may use the enclosed envelope.
Note: Please sign exactly as 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.
_________________________________________
Stockholder sign here
_________________________________________
Co-owner sign here
_________________________________________
Date ABF_15610
ALLIANCEBERNSTEIN FUNDS
AllianceBernstein Americas AllianceBernstein Greater China AllianceBernstein Municipal Income Fund II
Government Income Trust '97 Fund, Inc. - Arizona Portfolio
AllianceBernstein Balanced Shares, AllianceBernstein Growth and - Florida Portfolio
Inc. Income Fund, Inc. - Massachusetts Portfolio
- Michigan Portfolio
AllianceBernstein Blended Styles AllianceBernstein High Yield - Minnesota Portfolio
Series, Inc. Fund, Inc. - New Jersey Portfolio
- - U.S. Large Cap Portfolio - Ohio Portfolio
- Pennsylvania Portfolio
AllianceBernstein Bond Fund, Inc. AllianceBernstein Institutional - Virginia Portfolio
Funds, Inc.
- - AllianceBernstein Corporate - AllianceBernstein Premier
Bond Portfolio Growth Institutional Fund
- - AllianceBernstein Quality Bond - AllianceBernstein Real Estate
Portfolio Investment Institutional Fund The AllianceBernstein Portfolios
- - AllianceBernstein U.S. - AllianceBernstein Growth Fund
Government Portfolio AllianceBernstein International - AllianceBernstein
Growth Fund, Inc. Wealth Preservation Strategy
AllianceBernstein Cap Fund, Inc. - AllianceBernstein Tax-Managed
- - AllianceBernstein AllianceBernstein International Wealth Preservation Strategy
Small Cap Growth Portfolio Research Growth Fund, Inc. - AllianceBernstein Balanced Wealth
Strategy
AllianceBernstein Emerging Market AllianceBernstein Large Cap - AllianceBernstein Tax-Managed
Debt Fund, Inc. Growth Fund, Inc. Balanced Wealth Strategy
- AllianceBernstein Wealth Appreciation
AllianceBernstein Exchange Reserves AllianceBernstein Mid-Cap Growth Strategy
Fund, Inc. - Alliance Bernstein Tax-Managed Wealth
AllianceBernstein Focused Growth & Appreciation Strategy
Income Fund, Inc. AllianceBernstein Multi-Market
Strategy Trust, Inc. AllianceBernstein Real Estate
AllianceBernstein Global Health Investment Fund, Inc.
Care Fund, Inc. AllianceBernstein Municipal
Income Fund, Inc. AllianceBernstein Trust
AllianceBernstein Global Research - California Portfolio - AllianceBernstein Value Fund
Growth Fund, Inc. - Insured California Portfolio - AllianceBernstein Small/Mid Cap Value Fund
- Insured National Portfolio - AllianceBernstein International Value Fund
AllianceBernstein Global Strategic - National Portfolio - AllianceBernstein Global Value Fund
Income Trust, Inc. - New York Portfolio
AllianceBernstein Utility Income Fund, Inc.
AllianceBernstein Global Technology
Fund, Inc.
PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:[_]
[_] To vote FOR all proposals for all Funds mark this box. No other vote is
necessary.
For Withhold For All
All All Except
1. To elect Directors / / / / / /
for all funds except
AllianceBernstein Greater
China '97 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, Jr.
To withhold authority to vote for any individual, mark the box "FOR ALL EXCEPT"
and write the nominee's number on the line provided. __________________________
For Withhold For All
All All Except
1. To elect Directors for / / / / / /
AllianceBernstein Greater
China '97 Fund, Inc.:
09. David H. Dievler 10. William H. Foulk, Jr.
To withhold authority to vote for either individual, mark the box "FOR ALL
EXCEPT" and write the nominee's number on the line provided.___________________
For Against Abstain
2. To approve the amendment and / / / / / /
restatement of the Charter of each Fund
that is a Maryland corporation, which
will repeal in their entirety all
currently existing charter provisions
and substitute in lieu thereof new
provisions set forth in the Form of
Articles of Amendment and Restatement
attached to the Proxy Statement as
Appendix D.
All Funds except AllianceBernstein Exchange Reserves; AllianceBernstein Trust -
All Funds; AllianceBernstein Municipal Income Fund II - All Portfolios; and The
AllianceBernstein Portfolios - All Funds
For Against Abstain
3. To approve the amendment, / / / / / /
elimination, or reclassification as
non-fundamental of the fundamental
investment policies 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. Issuing Senior Securities / / / / / /
and Borrowing Money.
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.; and
AllianceBernstein International Research Growth Fund, 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 / / / / / /
Futures 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.- AllianceBernstein 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 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;
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. - AllianceBernstein Corporate 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, or
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.
For Against Abstain
4.a. Approval of the Reclassification / / / / / /
of a Fund's Fundamental Investment
Objective as Non-fundamental with
no Changes to Investment Objective.
AllianceBernstein Trust - All Funds; AllianceBernstein Global Research Growth
Fund, Inc.; AllianceBernstein Global Strategic Income Trust, 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 Emerging Market Debt Fund, Inc. / / / / / /
6. AllianceBernstein High Yield Fund, Inc / / / / / /
7. AllianceBernstein Municipal Income Fund / / / / / /
(All Portfolios except Insured California Portfolio)
AllianceBernstein Municipal Income Fund II - / / / / / /
All Portfolios
8. AllianceBernstein Municipal Income Fund / / / / / /
Insured California Portfolio
9. AllianceBernstein Balanced Shares, Inc. / / / / / /
10. AllianceBernstein Cap Fund, Inc. - / / / / / /
AllianceBernstein Small Cap Growth Portfolio
11. AllianceBernstein Focused Growth and Income Fund, Inc / / / / / /
12. AllianceBernstein Global Health Care Fund, Inc. / / / / / /
13. AllianceBernstein Growth and Income Fund, Inc. / / / / / /
14. AllianceBernstein Global Technology Fund, Inc. / / / / / /
15. AllianceBernstein Institutional Funds, Inc. - / / / / / /
AllianceBernstein Real Estate
Investment Institutional Fund, and
AllianceBernstein Real Estate Investment Fund, Inc. / / / / / /
16. AllianceBernstein Large Cap Growth Fund, Inc. / / / / / /
17. AllianceBernstein Mid-Cap Growth Fund, Inc. / / / / / /
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).
00250.0451 #591984