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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-12
AllianceBernstein Variable Product Series Fund, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
5) Total fee paid:
- --------------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
- --------------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
3) Filing Party:
- --------------------------------------------------------------------------------
4) Date Filed:
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ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
1345 Avenue of the Americas, New York, New York 10105
September __, 2005
Dear Stockholders:
The Board of Directors (the "Directors") of AllianceBernstein Variable Products
Series Fund, Inc. (the "Fund") and the series thereof (each a "Portfolio") 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 will be asked to elect Directors. We are also
asking that you approve Proposals, as explained in the attached Proxy Statement,
that are intended to update and standardize the Fund's governing documents and
the Portfolios' fundamental investment policies. Generally, fundamental policies
are policies that under federal law can only be changed by a stockholder vote.
We believe that uniform Fund governing document and fundamental policies will
result in substantial benefits for the Portfolios and their stockholders. The
Fund was organized in 1987 and has restrictions that can be traced back to
requirements that are no longer applicable. These restrictions can limit the
Portfolio's flexibility to act efficiently.
Although not required, many Portfolios have investment objectives that are
fundamental. We are asking that you approve making these investment objectives
"non-fundamental." For some of the Portfolios, we are also asking that you
approve changes to a Portfolio's investment objective. As a non-fundamental
policy, the Portfolios' 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 of the Portfolios and unanimously recommend that you vote "FOR" the
Proposals that apply to the Portfolio in which you have an interest.
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
AllianceBernstein Variable Products Series Fund, Inc.
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 Portfolios of the
Fund (the "Fund") listed in the accompanying Notice (each a "Portfolio"
and, collectively, "Portfolios").
Shares of the Portfolios are not sold directly to individuals. The
Portfolios only offer their shares through the separate accounts of life
insurance companies ("Insurers"). As a contractholder, you hold a contract
with an Insurer that offers one or more of the Portfolios as an investment
option. The Insurers are the stockholders of record. However, because you,
the contractholder, are the true beneficial owner of the investment,
Insurers will generally pass their voting rights onto you and will vote the
shares of each Portfolio that you hold through your insurance contracts in
accordance with any instructions you provide. As a contractholder, you have
the right to vote for the election of the Directors of the Fund and on the
various proposals concerning you investment in a Portfolio.
References to "you" or "stockholders" throughout the proxy materials shall
include stockholders of record (i.e., the Insurers) and contractholders.
Q. WHO IS ASKING FOR MY VOTE?
A. The Board of Directors of the Fund (the "Board") is asking you to vote at
the Meeting. Those Proposals are as follows:
The first Proposal is to elect Directors of the Fund. All stockholders will
be asked to elect Directors of the 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 Portfolio. These Proposals include the approval of:
o the amendment and restatement of the Fund's charter;
o amendment, elimination or reclassification of certain of the
Portfolio's fundamental investment policies ; and
o reclassification of certain fundamental investment objectives as
non-fundamental and, in some cases, a change in a Portfolio'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 Portfolio in which you have an interest on the
Record Date. If you were a contractholder of an insurance contract that
held shares in a Portfolio on the Record Date, you have the right to vote
even if you no longer invest in the Portfolio.
Q. WHAT ROLE DOES THE BOARD PLAY?
A. The Board oversees the management of each Portfolio. Each of the Directors
has an obligation to act in what he or she believes to be the best
interests of a Portfolio, 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 FUND'S
CHARTER?
A. The Fund is organized under Maryland law. We are proposing the amendment
and restatement of the Fund's charter for your approval in order to
modernize and standardize this document and to facilitate more efficient
management of the Fund by giving it greater flexibility as permitted under
Maryland law.
Q. WHY ARE THE DIRECTORS PROPOSING TO AMEND, ELIMINATE OR RECLASSIFY CERTAIN
OF THE PORTFOLIOS' 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 stockholder vote.
We are proposing to standardize these required fundamental policies so that
the Portfolios will have uniform policies. Many of the Portfolios 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 Portfolios' fundamental investment
policies and standardize them across the Portfolios. The Portfolios 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 Portfolios are managed.
Q. WHY ARE THE DIRECTORS PROPOSING THAT YOU APPROVE RECLASSIFYING THE
PORTFOLIOS' FUNDAMENTAL INVESTMENT OBJECTIVES AND, IN SOME CASES, MODIFYING
THEM?
A. A Portfolio's investment objective generally is not required to be
fundamental. Consequently, a Portfolio is not usually required to have a
stockholder vote to change its objective under applicable laws. We propose
the reclassification of the Portfolios' fundamental investment objectives
as non-fundamental to provide the Portfolios with the flexibility to
respond to market changes without incurring the expense and delay of
seeking a stockholder vote. The reclassification would permit a Portfolio
to revise its investment objective in the event that the Board in
consultation with the Portfolios' 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 Portfolios' investment objectives are intended to simplify and clarify
the Portfolios' investment objectives and to make them consistent among
similar groups of Portfolios. Any subsequent change in a Portfolio's
investment objective would be subject to prior approval by the Board.
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 PORTFOLIOS IN ONE PROXY
STATEMENT?
A. The Portfolios are intended are intended to offer a broad range of
investment opportunities to investors. 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.
Q. HOW CAN I VOTE MY PROXY?
A. Please follow the voting 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 the 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. WHOM DO I CALL IF I HAVE QUESTIONS REGARDING THE PROXY?
A. [Please call (866) 360-2513 if you have questions.]
[LOGO]
ALLIANCEBERNSTEIN (SM)
Investment Research and Management
ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
Americas Government Income Portfolio Large Cap Growth Portfolio
Balanced Wealth Strategy Portfolio Money Market Portfolio
Global Bond Portfolio Real Estate Investment Portfolio
Global Dollar Government Portfolio Small Cap Growth Portfolio
Global Technology Portfolio Small/Mid Cap Value Portfolio
Global Research Growth Portfolio Total Return Portfolio
Growth Portfolio Utility Income Portfolio
Growth and Income Portfolio U.S. Government/High Grade Securities
High Yield Portfolio Portfolio
International Portfolio U.S. Large Cap Blended Style Portfolio
International Value Portfolio Value Portfolio
Wealth Appreciation Strategy Portfolio
Worldwide Privatization Portfolio
- --------------------------------------------------------------------------------
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 series of AllianceBernstein Variable Products Series
Fund, Inc. (the "Fund"):
Notice is hereby given that a Joint Annual Meeting of Stockholders (the
"Meeting") of the series of the Fund (each, a "Portfolio", and, collectively,
the "Portfolios") will be held at the offices of the Fund, 1345 Avenue of the
Americas, [39th] Floor, New York, New York 10105, on November 15, 2005, at 10:00
a.m. Eastern Time, to consider and vote on the following Proposals, all of which
are more fully described in the accompanying Proxy Statement dated September
___, 2005:
1. The election of Directors of the 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 for the Fund, 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 Portfolios' fundamental investment restrictions;
4. The reclassification of the Portfolios' fundamental investment objectives
as non-fundamental and, for certain of the Portfolios, 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 Portfolio at the close of business on August 24,
2005 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
Directors. 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 recommends a vote "FOR" each Proposal.
By Order of the Board of Directors,
Mark R. Manley Secretary
New York, New York
September __, 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 Fund any additional cost of further proxy solicitation and
in order for the Meeting to be held as scheduled.
- --------------------------------------------------------------------------------
(R) This is a mark used under license from the owner Alliance Capital Management
L.P.
TABLE OF CONTENTS
Page
Introduction ..................................................................1
PROPOSAL One Election of Directors .......................................6
PROPOSAL Two The Amendment And Restatement Of The Charter For The
Fund ....................................................................13
A. Series and Class Structure and Related Provisions ...............13
B. Stockholder Voting Provisions ...................................15
C. Mandatory and Other Redemption Provisions .......................16
D. Liability Exculpation and Indemnification and Expense
Advance Provisions ..............................................18
E. Other Revisions .................................................19
(i) Corporate Purpose .........................................19
(ii) Board of Directors .......................................19
(iii) Interested Persons Provisions ...........................19
(iv) Dividends and Distributions ..............................19
PROPOSAL Three Approval Of Amendment, Elimination, Or
Reclassificaton Of Fundamental Investment Restrictions ..................21
Proposal 3.A. Diversification ......................................21
Proposal 3.B. Amendment of Fundamental Policies Regarding
the Issuance of Senior Securities and
Borrowing Money ......................................22
Proposal 3.C. Amendment of Fundamental Policy Regarding
Underwriting Securities ..............................24
Proposal 3.D. Amendment of Fundamental Policy Regarding
Concentration of Investments .........................25
Proposal 3.E. Amendment of Fundamental Policy Regarding
Investment in Real Estate and Companies that
Deal in Real Estate ..................................26
Proposal 3.F. Amendment of Fundamental Policy Regarding
Investment in Commodities, Commodity Contracts
and Futures Contracts ................................26
Proposal 3.G. Amendment of Fundamental Policies Regarding
Loans ................................................27
Proposal 3.H. Elimination of the Fundamental Policy
Prohibiting Joint Securities Trading Accounts ........28
Proposal 3.I. Elimination of the Fundamental Policy
Prohibiting Investments for Purposes of
Exercising ControlApplicable Portfolios: .............28
Proposal 3.J. Elimination of the Fundamental Policy
Prohibiting Investments in Other Investment
Companies Exceeding Specified Percentage
Limitations ..........................................29
Proposal 3.K. Elimination of the Fundamental Policy
Prohibiting Investments in Oil, Gas, and Other
Types of Minerals or Mineral Leases ..................30
Proposal 3.L. Elimination of the Fundamental Policy
Restricting Purchases of Securities on Margin ........30
Proposal 3.M. Elimination of the Fundamental Policy
Restricting Short Sales ..............................31
Proposal 3.N. Elimination of the Fundamental Policy
Prohibiting Pledging, Hypothecating,
Mortgaging or Otherwise Encumbering Assets ...........32
Proposal 3.O. Elimination of the Fundamental Policy
Regarding Investments in Illiquid or
Restricted Securities ................................32
Proposal 3.P. Elimination of the Fundamental Policy
Regarding Investments in Warrants ....................33
Proposal 3.Q. Elimination of the Fundamental Policy
Regarding Investments in Unseasoned Companies ........34
Proposal 3.R. Elimination of Requirement to Invest in
Specific Investments .................................34
Proposal 3.S. Elimination of the Fundamental Policy
Regarding 65% Limitations in Certain
Investments ..........................................35
Proposal 3.T. Elimination of the Fundamental Policy
Regarding Purchasing Securities of Issuers in
which Officers, Directors or Partners Have an
Interest .............................................35
Proposal 3.U. Elimination of the Fundamental Policy
Restricting Option Transactions ......................36
Proposal 3.V. Elimination of the Fundamental Policy
Regarding Purchasing Voting or Other
Securities of Issuers ................................37
Proposal 3.W. Elimination of the Fundamental Policy
Regarding Percentage Limitation On Investments
In Repurchase Agreements .............................38
Proposal 3.X. Elimination of the Fundamental Policy
Regarding Securities with Maturities Greater
than One Year ........................................38
Proposal 3.Y. Elimination of the Fundamental Policy
Regarding Acquisitions of Certain Preferred
Stock and Debt Securities ............................39
Proposal 3.Z. Elimination of the Fundamental Policy
Regarding Investments in Government Securities
Consistent with Internal Revenue Code
Requirements .........................................39
PROPOSAL Four ......................................................41
Proposal 4.A. Reclassification of Each Portfolio's
Fundamental Investment Objective as
Non-fundamental ......................................41
Proposal 4.B. Change in a Portfolio's Investment Objective
and Reclassification of Revised Investment
Objective as Non-fundamental .........................42
Stock Ownership ....................................................50
Information As To The Fund's Investment Adviser And
Distributor ........................................................50
Submission Of Proposals For Next Meeting Of Stockholders ...........50
Other Matters ......................................................50
Reports to Stockholders ............................................50
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
ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
Americas Government Income Portfolio Large Cap Growth Portfolio
Balanced Wealth Strategy Portfolio Money Market Portfolio
Global Bond Portfolio Real Estate Investment Portfolio
Global Dollar Government Portfolio Small Cap Growth Portfolio
Global Technology Portfolio Small/Mid Cap Value Portfolio
Global Research Growth Portfolio Total Return Portfolio
Growth Portfolio Utility Income Portfolio
Growth and Income Portfolio U.S. Government/High Grade Securities
High Yield Portfolio Portfolio
International Portfolio U.S. Large Cap Blended Style Portfolio
International Value Portfolio Value Portfolio
Wealth Appreciation Strategy Portfolio
Worldwide Privatization Portfolio
- --------------------------------------------------------------------------------
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 portfolios of the AllianceBernstein
Variable Products Series Fund, Inc. (the "Fund") listed above (each a
"Portfolio" and, collectively, the "Portfolios"). The Board of Directors
("Board") is soliciting proxies for a Joint Annual Meeting of Stockholders (the
"Meeting") to consider and vote on Proposals that are recommended by the Board.
The Board is sending you this Proxy Statement to ask for your vote on several
Proposals affecting your Portfolio. The Portfolios will hold the Meeting at the
offices of the Fund, 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 Portfolios. Alliance Capital Management L.P. is the
investment adviser to the Portfolios ("Alliance"). The Notice of Joint Annual
Meeting, of Stockholders Proxy Statement and Proxy Card are being mailed to
stockholders on or about September __, 2005.
Any stockholder who owned shares of a Portfolio 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.
Shares of the Portfolios are not sold directly to individuals. The Portfolios
only offer their shares through the separate accounts of life insurance
companies ("Insurers"). Contractholders select a Portfolio as an investment
option through an insurance contract with the Insurer. The Insurer that uses a
Portfolio as a funding vehicle, is in most cases, the legal stockholder of the
Portfolio and, as such, has voting and investment power with respect to the
shares. However, the Insurer generally will pass through any voting rights to
contractholders and will vote the shares of each Portfolio in the manner
directed by a contractholder. With respect to shares for which a contractholder
fails to provide voting instructions, or shares that the Insurer holds for its
own benefit (i.e., rather than on behalf of a contractholder), the Insurers will
vote such shares in the same proportion as the shares for which voting
instructions were received from contractholders. For proxies received with no
voting instructions on how to vote, the Insurer will vote those shares FOR the
proposals.
We have divided the Proxy Statement into five main parts:
Part I - Overview of the Board's 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 Portfolios' independent registered public
accounting firm.
Part IV - Additional information on proxy voting and stockholder meetings.
Part V - Other information about the Fund and the Portfolios.
Part I - Overview of Proposals
- ------------------------------
As a stockholder of one or more of the Portfolios, 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 Portfolio. Many of the Proposals relate
to conforming changes that will result in standardized policies across the
Portfolios.
Proposal Portfolio(s) Affected
-------- ---------------------
1. The election of the Directors, All Portfolios
each such Director to serve a --------------
term of an indefinite duration
and until his or her successor is
duly elected or qualifies.
2. The amendment and restatement of All Portfolios
the Fund's charter, which will --------------
repeal in its 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 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 Portfolios Except:
----------------------
Americas Government Income
Portfolio, Global Bond Portfolio, and
Global Dollar Government Portfolio
3.B. Issuing Senior Securities All Portfolios
and Borrowing Money --------------
3.C. Underwriting Securities Global Research Growth Portfolio,
Global Technology Portfolio,
Growth Portfolio, Growth and
Income Portfolio, High Yield
Portfolio, International Portfolio,
Large Cap Growth Portfolio, Money
Market Portfolio, Small Cap Growth
Portfolio, Total Return Portfolio,
U.S. Government/High Grade
Securities Portfolio, and U.S. Large
Cap Blended Style Portfolio
3.D. Concentration of Investments All Portfolios
--------------
3.E. Real Estate and Companies All Portfolios
that Deal in Real Estate --------------
3.F. Commodity Contracts and All Portfolios Except:
Future Contracts ----------------------
Global Technology Portfolio
3.G. Loans All Portfolio
-------------
3.H. Joint Securities Trading Americas Government Income
Accounts Portfolio, Global Bond Portfolio,
Global Technology Portfolio, High
Yield Portfolio, Real Estate
Investment Portfolio, Small Cap
Growth Portfolio, Utility Income
Portfolio, U.S. Government/High
Grade Securities Portfolio, and
Worldwide Privatization Portfolio
3.I. Exercising Control All Portfolios Except:
----------------------
Global Research Growth Portfolio,
Growth Portfolio, and U.S. Large
Cap Blended Style Portfolio
3.J. Other Investment Companies Americas Government Income
Portfolio, Global Bond Portfolio,
Global Research Growth Portfolio,
Global Technology Portfolio,
Growth and Income Portfolio, High
Yield Portfolio, International
Portfolio, Money Market Portfolio,
Total Return Portfolio, Utility
Income Portfolio, and U.S.
Government/High Grade Securities
Portfolio
3.K. Oil, Gas, and Other Types of Americas Government Income
Mineral Leases Portfolio, Global Bond Portfolio,
Global Dollar Government Portfolio,
Global Technology Portfolio, Money
Market Portfolio, Real Estate
Investment Portfolio, Utility Income
Portfolio, and Worldwide
Privatization Portfolio
3.L. Purchases of Securities on All Portfolios Except:
Margin ----------------------
Balanced Wealth Strategy Portfolio,
Global Research Growth Portfolio,
Growth Portfolio, Growth and
Income Portfolio, International Value
Portfolio, Large Cap Growth
Portfolio, Money Market Portfolio,
Small/Mid Cap Value Portfolio,
Value Portfolio, and Wealth
Appreciation Strategy Portfolio
3.M. Short Sales All Portfolios Except:
----------------------
Balanced Wealth Strategy Portfolio,
Global Research Growth Portfolio,
Growth Portfolio, Growth and
Income Portfolio, International Value
Portfolio, Small/Mid Cap Value
Portfolio, U.S. Large Cap Blended
Style Portfolio, Value Portfolio, and
Wealth Appreciation Strategy
Portfolio
3.N. Pledging, Hypothecating, All Portfolios Except:
Mortgaging or Otherwise ----------------------
Encumbering Assets Growth Portfolio, and Utility Income
Portfolio
3.O. Illiquid Securities and Global Bond Portfolio, Global
Restricted Securities Technology Portfolio, Growth and
Income Portfolio, High Yield
Portfolio, International Portfolio,
Large Cap Growth Portfolio, Money
Market Portfolio, Total Return
Portfolio, and U.S. Government/High
Grade Securities Portfolio
3.P. Warrants Americas Government Income
Portfolio, and Global Bond Portfolio
3.Q. Unseasoned Companies Global Technology Portfolio
3.R. Requirement to Invest in Large Cap Growth Portfolio
Specific Investments
3.S. 65% Investment Limitation U.S. Government/High Grade
Securities Portfolio, Utility Income
Portfolio, and Worldwide
Privatization Portfolio
3.T. Securities of Issuers in Global Technology Portfolio,
which Officers or Directors/ Growth and Income Portfolio,
Partners Have an Interest International Portfolio, Large Cap
Growth Portfolio, Money Market
Portfolio, and Total Return Portfolio
3.U. Option Transactions Americas Government Income
Portfolio, Global Technology
Portfolio, Large Cap Growth
Portfolio, and Money Market
Portfolio
3.V. Purchasing Voting or Other Growth and Income Portfolio, High
Securities Yield Portfolio, International
Portfolio, Large Cap Growth
Portfolio, Money Market Portfolio,
Total Return Portfolio, U.S.
Government/High Grade Securities
Portfolio, and Utility Income
Portfolio
3.W. Repurchase Agreements Growth and Income Portfolio, High
Yield Portfolio, International
Portfolio, Large Cap Growth
Portfolio, Money Market Portfolio,
Total Return Portfolio, and U.S.
Government/High Grade Securities
Portfolio
3.X. Securities with Maturities Money Market Portfolio
Greater than One Year
3.Y. Acquisitions of Certain High Yield Portfolio, and U.S.
Preferred Stock and Debt Government/High Grade Securities
Securities Portfolio
3.Z. Investments in Government U.S. Government/High Grade
Securities Consistent with Securities Portfolio
Internal Revenue Code
Requirements
4.
A. The reclassification of a Americas Government Income
Portfolio's fundamental Portfolio, Balanced Wealth Strategy
investment objective as Portfolio, Global Bond Portfolio,
non-fundamental with no Global Dollar Government Portfolio,
change to investment Global Technology Portfolio, Global
objective; and Research Growth Portfolio, High
Yield Portfolio, International Value
Portfolio, Money Market Portfolio,
Small/Mid Cap Value Portfolio, U.S.
Government/High Grade Securities
Portfolio, U.S. Large Cap Blended
Style Portfolio, Value Portfolio and
Wealth Appreciation Strategy
Portfolio
B. The reclassification as 1. Growth Portfolio
non-fundamental and with
changes to specific 2. Growth and Income Portfolio
Portfolios investment
objectives 3. International Portfolio
4. Large Cap Growth Portfolio
5. Real Estate Investment Portfolio
6. Small Cap Growth Portfolio
7. Total Return Portfolio
8. Utility Income Portfolio,
9. Worldwide Privatization Portfolio
Part II - Discussion of Each Proposal
- -------------------------------------
PROPOSAL ONE
ELECTION OF DIRECTORS
At the Meeting, stockholders will vote on the election of Directors of the Fund.
Each Director elected at the Meeting will serve for a term of an indefinite
duration and until his or her successor is duly elected and qualifies. The
following individuals have been nominated for election as a Director. 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 Director
of the Fund.
Ms. Ruth Block
Mr. David H. Dievler
Mr. John H. Dobkin
Mr. William H. Foulk, Jr.
Mr. Marshall C. Turner, Jr.
Each nominee has consented to serve as a Director. The Board knows of no reason
why any of the nominees would be unable to serve, but in the event any nominee
is unable to serve or for good cause will not serve, the proxies received
indicating a vote in favor of such nominee will be voted for a substitute
nominee as the Board may recommend. The Fund 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 Committee and the Board have waived the
application of this policy to Mr. Dievler through December 31, 2006.
Certain information concerning the nominees is set forth below.
Number of
Portfolios
in
Alliance-
Bernstein
Fund Other
Principal Complex Director-
Occupation(s) Overseen ships
Name, Address Years of During by Held by
and Date of Birth Service * Past 5 Years Director Director
----------------- --------- ------------ -------- --------
DISINTERESTED
DIRECTORS
Ruth Block,#,** since 1992 Formerly Executive 105 None
500 SE Mizner Blvd., Vice President and
Boca Raton, FL 33432 Chief Insurance
11/7/30 Officer of The
Equitable Life
Assurance Society of
The United States;
Chairman and Chief
Executive Officer of
Evlico (insurance);
former Governor at
Large, National
Association of
Securities Dealers,
Inc.
David H. Dievler,# since 1990 Independent 107 None
P.O. Box 167, consultant. Until
Spring Lake, NJ December 1994 he was
07762 Senior Vice
10/23/29 President of ACMC
("Alliance Capital
Management
Corporation", the
general partner of
Alliance)
responsible for
mutual fund
administration.
Prior to joining
ACMC in 1984, he was
Chief Financial
Officer of Eberstadt
Asset Management
since 1968. Prior to
that, he was Senior
Manager at Price
Waterhouse & Co.
Member of the
American Institute
of Certified Public
Accountants since
1953.
John H. Dobkin,# since 1992 Consultant. Formerly 105 Municipal
P.O. Box 12, President of Save Art
Annandale, NY Venice, Inc. Society
12504 (preservation (New
2/19/42 organization) from York City)
2001-2002, Senior
Adviser from June
1999-June 2000 and
President of
Historic Hudson
Valley (historic
preservation) from
December 1989 - May
1999. Previously,
Director of the
National Academy of
Design and during
1988-1992, Director
and Chairman of the
Audit Committee of
ACMC.
Chairman of the
Board
William H. Foulk, since 1990 Investment adviser 108 None
Jr.,#,+ and independent
2 Sound View Drive consultant. He was
Suite 100 formerly Senior
Greenwich, CT Manager of Barrett
06830 Associates, Inc., a
9/7/32 registered
investment adviser,
with which he had
been associated
since prior to 2000.
He was formerly
Deputy Comptroller
and Chief Investment
Officer of the State
of New York and,
prior thereto, Chief
Investment Officer
of the New York Bank
for Savings.
Marshall C. Turner, since 2005 Principal of Turner 1 Toppan
Jr.,# Venture Associates Photomasks,
220 Montgomery St. (venture capital and Inc.; the
Penthouse 10, consulting) since George Lucas
San Francisco, CA prior to 2000. Educational
94104-3402 Chairman and CEO, Foundation;
10/10/41 DuPont Photomasks, Chairman of
Inc., Austin, Texas, the Board
2003-2005, and of the
President and CEO Smithsonian's
since company National
acquired, and name Museum of
changed to Toppan Natural
Photomasks, Inc. History
Interested
Director***
Marc O. Mayer since [__] Executive Vice 82 SCB
1345 Avenue of the President of ACMC, Partners,
Americas, since 2001, prior Inc.; and
New York, New York thereto, Chief SCB Inc.
10105 Executive Officer of
10/2/57 Sanford C. Bernstein
& Co., LLC
(institutional
research and
brokerage arm of
Bernstein & Co.,
Inc.) and its
predecessor since
prior to 2000.
- ----------
* "Years of Service" refers to the total number of years served as a
Director. There is no stated term of office for the Fund's 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 Committee and the Board of the Fund have waived the
application of this retirement policy through December 31, 2006.
** Ms. Block was an "interested person", as defined in the Investment Company
Act of 1940 (the "1940 Act"), until October 21, 2004 by reason of her
ownership of securities of a controlling person of Alliance. Such
securities were sold for approximately $2,400 on October 21, 2004. Ms.
Block received shares of The Equitable Companies Incorporated as part of
the demutualization of The Equitable Life Assurance Society of the United
States. Her Equitable shares were subsequently converted through a
corporate action into 116 American Depositary Shares of AXA.
*** Mr. Mayer is an "interested person", as defined in the 1940 Act, of the
Fund due to his position as Executive Vice President of ACMC.
# Member of the Audit Committee, the Governance and Nominating Committee, and
the Independent Directors Committee.
+ Member of the Fair Value Pricing Committee.
As of [August 17, 2005], to the knowledge of management, the Directors and
officers of the Fund, both individually and as a group, owned less than 1% of
the shares of the Fund and each respective Portfolio. [Please confirm.]
Additional information related to the equity ownership of the Directors and the
compensation they received from the Fund is presented in Appendix [B]. During
the Fund's most recently completed fiscal year, the 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. [Please confirm.]
During the Fund's fiscal year ended in 2004, the Board met [__] times. Each
Director attended at least 75% of the total number of meetings of the Board 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.
[Please confirm.] The Fund does not have a policy that requires a Director to
attend annual meetings of stockholders but the Fund encourages such attendance.
The Board has four standing committees: an Audit Committee, a Governance and
Nominating Committee, an Independent Directors Committee, and a Fair Value
Pricing Committee. [Please confirm number of committees.] The members of the
Fund's committees are identified above in the table listing the Directors. The
function of the Audit Committee is to assist the Board in its oversight of the
Fund's financial reporting process. The Audit Committee met [three] times during
the Fund's most recently completed fiscal year.
The Governance and Nominating Committee met [one] time during the Fund's most
recently completed fiscal year. The 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 the Board in carrying out its
responsibilities with respect to governance of the Fund and identifies,
evaluates and selects and nominates candidates for the Board. The Committee also
may set standards or qualifications for Directors. The Committee may consider
candidates as Directors submitted by the Fund's current Board members, officers,
investment adviser, stockholders and other appropriate sources.
The Governance and Nominating Committee will consider candidates submitted by a
stockholder or group of stockholders who have owned at least 5% of the Fund's
outstanding common stock or shares of beneficial interest for at least two years
prior to the time of submission and who timely provide specified information
about the candidates and the nominating stockholder or group. To be timely for
consideration by the Committee, the submission, including all required
information, must be submitted in writing to the attention of the Secretary at
the principal executive offices of the 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 Governance and Nominating
Committee as well as information required to be provided by stockholders
submitting candidates for consideration by the Governance and Nominating
Committee are included in Appendix [C].
The function of the 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 Portfolio made under unique or highly unusual
circumstances not previously addressed by the Valuation Committee that would
result in a change in the Portfolio's net asset value ("NAV") by more than $0.01
per share. [The Fair Value Pricing Committee did not meet during the Fund's most
recently completed fiscal year.] [Please confirm.]
The function of the Independent Directors Committee is to consider and take
action on matters that the Board or Committee believes should be addressed in
executive session of the disinterested Directors, such as review and approval of
the Advisory and Distribution Services Agreements. [The Independent Directors
Committee met [___] times during the Fund's most recently completed fiscal
year.] [Please confirm.]
The Board has adopted a process for stockholders to send communications to the
Board. To communicate with the Board or an individual Director, a stockholder
must send a written communication to the 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 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.
The Board unanimously recommends that the stockholders vote FOR each of the
nominees to serve as a Director of the Fund. The election of a nominee as
Director requires a plurality of the votes cast.
PROPOSAL TWO
THE AMENDMENT AND RESTATEMENT OF THE CHARTER FOR THE FUND
The Fund is organized as a Maryland corporation and is subject to Maryland
General Corporation Law ("MGCL"). Under the MGCL, the Fund is formed pursuant to
a charter ("Charter") that sets forth various provisions relating primarily to
the governance of the Fund and powers of the Fund to conduct business. The Board
has declared advisable and recommends to the Fund's stockholders the amendment
and restatement of the Charter. Alliance, the investment adviser to the
Portfolios, advised the Board that the proposed amendments have two primary
objectives. First, Alliance believes that it is important to update the Charter
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 the Charter should be standardized so that there will be no
differences among the other AllianceBernstein Mutual Funds. In the past, the
existence of different Charter provisions has imposed burdens in administering
the AllianceBernstein Funds and, in some cases, limited a Board's or the Fund's
power to take actions that would benefit the Fund and its stockholders.
Many of the proposed amendments are technical amendments that are designed to
allow the Fund's Board to take full advantage of the provisions of the MGCL.
Some provisions contained in the Charter are now obsolete because they are
regulated by the 1940 Act or the MGCL and are no longer required in the Charter.
For these reasons, Alliance recommended to the Board the amendment and
restatement of the Charter as discussed below in order to modernize and
standardize it, which will facilitate the Board's ability to direct the
management of the business and affairs of the Portfolio as it deems advisable.
The Board recommends that stockholders approve the amendment and restatement of
the Charter for the Fund. The amendment and restatement of the Charter will be
accomplished by repealing in its 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 (the "New Charter") attached as Appendix
D. A detailed summary of the amendments is set forth below. If a stockholder of
the Fund would like a copy of the current Charter, 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 Charter will give the Board more flexibility and broader
power to act than does the current Charter. This increased flexibility may allow
the Board to react more quickly to changes in competitive and regulatory
conditions and, as a consequence, may allow the Fund to operate in a more
efficient and economical manner.
The proposed amendments to the Charter 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. The following discusses the material changes for the Fund within
these broad categories and the additional categories, and discusses the Board's
recommendations as to each amendment and identifies each Portfolio for which an
amendment is applicable.
A. Series and Class Structure and Related Provisions
Alliance recommended, and the Board declared advisable, the proposed amendments
concerning the establishment and administration of series and classes of the
Fund's stock to update the Charter to provide the Board 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 the Board's powers with respect to
these allocations. These changes are intended to improve administration of the
Portfolios and would not affect the management of the Portfolios.. The New
Charter contains provisions that:
o Provide for the automatic readjustment of the number of
authorized shares of a class or series of the 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.
o Clarify that redeemed or otherwise acquired shares of stock of a
series or class shall constitute authorized but unissued shares
of stock of that series or class and, in connection with a
liquidation or reorganization of a series or class of the Fund in
which 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 have been
previously authorized by the Board. See New Charter, Article
Fifth, Section 10(e).
o Clarify that the 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 Charter and conforms provisions in the New
Charter to the MGCL. See New Charter, Article Fifth, Sections 3
and 4.
o Clarify that debts, liabilities, obligations and expenses of a
series or class shall be charged to the assets of the particular
series or class and to provide that the Board's determination
with respect to the allocation of all debts, liabilities,
obligations and expenses will be conclusive. 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.
o Provide that debts, liabilities, obligations and expenses of a
series or class are enforceable only with respect to that series
or class and not against the assets of the 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.
o Provide that the Board may provide 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 discretion to specify holding periods rather
than specifying them in the Charter and provides the Board with
the flexibility in the payment of dividends, whether in cash or
in-kind. See New Charter, Article Fifth, Section 7.
o Permit the Board discretion to call 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. This change gives the Board
broader flexibility to determine class conversions between
classes. See New Charter, Article Fifth, Section. 11.
o Add a provision that all persons who acquire stock or other
securities of the Fund shall acquire the same subject to the
Charter provisions and Bylaws. Consistent with Maryland law, this
change makes it explicit that the Fund's stockholders are subject
to the Fund's Charter and Bylaws. See New Charter, Article Fifth,
Section 15.
In addition to the New Charter provisions discussed above, Alliance recommended,
and the Board declared advisable, that the following provisions be deleted
because they are codified under the 1940 Act and/or the MGCL and are not
required to be included in the Charter. The New Charter:
o Deletes a provision granting the Board power to increase or
decrease the number of shares in a class pursuant to
classification or reclassification.
o Deletes as obsolete a provision prohibiting the Board from
reducing the number of shares of any class below the number of
outstanding shares.
o Deletes a provision permitting the Board to designate unissued
Fund shares as a class or series of preferred or special stock
excluded from the definition of "senior security."
B. Stockholder Voting Provisions
Alliance recommended, and the Board declared advisable, proposed minor changes
to the 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 the Fund as a
whole. These changes would not affect the management of a Portfolio. The New
Charter contains provisions that:
o Permit, as to any matter submitted to stockholders, the Fund to
calculate the number of votes to which a stockholder is entitled
to cast on such matter based on the net 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 the Board, and
only if the Fund first obtains an exemptive order from the SEC
permitting the Fund to calculate votes in this manner. This
change would permit the Board to address circumstances in which
there are material disparities in NAV per share among the series
of the Fund 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.
o Permit the Fund's Board to determine certain matters that are
subject to vote only by a specific class or series of the Fund,
rather than by all stockholders of the Fund as a single class.
The Board would have this discretion only for matters that are
not otherwise prescribed under the 1940 Act or other applicable
law. The existing Charter provides 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.
o Clarify that where the Charter (in addition to applicable laws)
mandates a separate vote by one or more series or classes of the
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 that specific class or series, rather than for the
Fund as a whole. See New Charter, Article Seventh, Section 3.
C. Mandatory and Other Redemption Provisions
Alliance recommended, and the Board declared advisable, proposed changes to give
the Board more flexibility to redeem stockholder accounts that fall below a
certain threshold. Alliance advised that small accounts are costly for the Fund
to maintain, often at the expense of larger stockholders. Currently, the Charter
provides that the Board may cause the Fund to redeem a stockholder's shares from
the Fund if, after redemption, in certain cases, or otherwise in other cases,
the amount that the stockholder has invested in the Fund falls below $200) or
such other amount that the Board may determine. [The Board has approved a
minimum amount of $500]. This provision also includes a cap of $25,000 on the
dollar amount that the Board may set and a stockholder notice requirement. The
amendments recommended by Alliance, and declared advisable by the Board, would
give the Board greater administrative flexibility to determine when it is in the
best interests of the Fund to redeem small accounts by giving the Board sole
discretion to set the mandatory threshold for redemption. In addition, these
amendments would delete the notice provision and permit the Board to cause the
Fund to make mandatory redemptions for other purposes, such as a reorganization
of the Fund, as now permitted by relatively recent amendments to the MGCL. If
these changes are adopted, upon approval by the Board, the typical Fund
reorganization or liquidation will require only the stockholder approval
required under the 1940 Act, if any. The New Charter provisions:
o Clarify that the Fund may redeem shares at NAV where a
stockholder fails to maintain a minimum amount determined by the
Board, in its sole discretion. See New Charter, Article Fifth,
Section 10(c).
o Provide that the Board may cause the Fund to redeem shares for
"any other purposes," subject to the 1940 Act, such as a
reorganization of the Fund. See New Charter, Article Fifth,
Section 10(c).
Alliance recommended, and the Board declared advisable, the proposed changes
discussed below to clarify that the Board may impose certain fees upon
redemption. [The existing Charter provides that the Board may impose a
redemption charge or deferred sales charge. The changes would add a redemption
fee or "other amount" (e.g., shareholder redemption fees) to the fees that the
Board may impose.] These changes would give the Board increased flexibility to
impose fees upon redemption where they determine that to do so would be in the
best interests of the Fund or a Portfolio. For example, under the flexibility
provided by this revision, the Board could determine to impose a redemption fee
to discourage market timing in a Portfolio. This flexibility is consistent with
the requirements of Rule 22c-2 under the 1940 Act, which requires the Board to
determine whether it is necessary or appropriate to impose a redemption fee or
whether a redemption fee is not necessary or not appropriate. In connection
therewith, the Charter 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 classes of
shares of the Fund and would:
o Clarify that the Board may impose a redemption charge, deferred
sales charge, redemption fee or "other amount" upon redemption.
See New Charter, Article Fifth, Section 10(a).
o Clarify that redemption proceeds be reduced by any applicable
redemption fee, "other amount" or contingent deferred sales
charge. See New Charter, Article Fifth, Section 10(b).
The following changes are intended to conform the redemption provisions to those
permitted under the 1940 Act and the MGCL and to give the Board greater
administrative flexibility in managing the Fund. The changes provide the Board
with greater flexibility in the administration of the Fund and make the Board's
role in setting redemption procedures explicit. The changes would not result in
any changes in the Fund's redemption procedures. The New Charter provisions:
o [Allow a Board to establish procedures for the redemption of
stock. See New Charter, Article Fifth, Section 10(a).]
o Delete a provision authorizing the Fund, upon Board authorization
to buy back shares at a price not exceeding NAV by an agreement
with stockholders.
D. Liability Exculpation and Indemnification and Expense Advance
Provisions
The existing Charter or Bylaws of the Fund generally provide that, to the
maximum extent permitted by the MGCL and the 1940 Act, Directors and officers
shall not be liable to the Fund or its stockholders for money damages and shall
be indemnified by the Fund and have expenses advanced by the Fund. Alliance
recommended to the Board and each Board declared advisable, that the Fund's
Charter be revised to clarify, or where necessary, to specify that the Fund has
the power to indemnify and advance expenses to its Directors and officers to the
maximum extent permitted by the 1940 Act and the MGCL. The 1940 Act and the MGCL
provide extensive regulation of the indemnification that the Fund may provide to
its Directors and officers. Alliance advised the Board that the proposed changes
to the existing Charter are intended only to make the indemnification provisions
clearer and would not change the Fund's existing indemnification obligations to
the Fund's Directors and officers. The Fund's Board believes that it is
important for the 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 Fund. More restrictive indemnification
provisions may make it difficult to attract and retain qualified Directors and
officers. These changes update the Fund's indemnification provisions consistent
with the current industry standard as permitted under the 1940 Act and Maryland
law.
The indemnification provisions in the New Charter will:
o Authorize the Fund to obligate itself to indemnify and advance
expenses to the maximum extent permitted by the MGCL. See New
Charter, Article Eighth, Section 2.
o Allow the 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.
o 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.
o Extend the non-applicability to a Director or officer of
subsequent changes to the indemnification policies to subsequent
changes made to indemnification provisions contained in the
Fund's Charter or Bylaws. See New Charter, Article Eighth,
Section 4.
o Add a provision that Directors and officers not liable to the
Fund or its stockholders for money damages to the maximum extent
provided by law. See New Charter, Article Eighth, Section 1.
E. Other Revisions
(i) Corporate Purpose
The existing Charter enumerates a list of specific powers of the Fund. The
proposed changes would delete these provisions and provide instead that the Fund
has all powers permitted by the MGCL. The Fund is not required to list specific
powers in its Charter and the current specificity may limit a Fund's power and
may restrict the Fund's power to undertake certain activities without incurring
the cost and delay of a stockholder vote and to respond quickly to regulatory
developments to the detriment of the Fund. Changing the existing Charter to give
the Fund the powers permitted under the MGCL will give the Fund greater
flexibility. The New Charter:
o Deletes specific powers of the Fund, and provides instead that
the Fund shall have all powers conferred upon it or permitted by
the MGCL.
(ii) Board of Directors
The New Charter would provide that the minimum number of Directors for the Fund
shall be one and eliminate the maximum number of Directors provided in the
existing Charter. The current Charter provides for a minimum of two and a
maximum of twenty Directors. Alliance advised the Board that this change would
give the Board flexibility to determine the number of Directors for the Fund
based on the specific needs of the Fund. The changes would also revise the
general powers of the Board and explicitly permit the Board to authorize the
issuance of stock and other securities without stockholder approval. The
proposed changes recommended by Alliance, and declared advisable by the Board,
would provide greater flexibility for the Board to oversee the Fund, especially
the power to authorize the issuance of shares to the extent permitted by the
MGCL. These changes would not affect the management of a Fund. The New Charter:
o Provides that the minimum number of Directors for the Fund shall
be one. See New Charter, Article Sixth.
o Expands the general powers of the Board and explicitly permits
the Board to authorize the issuance of stock and other securities
without stockholder approval. See New Charter, Article Seventh,
Section 1(c).
(iii) Interested Persons Provisions
The Charter currently permits 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 the Fund's
Charter and may conflict with the provisions of the 1940 Act. The proposed
change will:
Delete a provision regarding the procedures that the Fund must follow
to enter into a contract with an affiliate.
(iv) Dividends and Distributions
The 1940 Act, the MGCL and federal tax laws regulate the Fund's method and
manner of making dividends and distributions. Provisions relating to these
matters are not necessary in the Fund's Charter and may conflict with the 1940
Act and other requirements. For these reasons, Alliance recommended, and the
Board declared advisable, that certain provisions be eliminated. The proposed
changes will:
o Delete a provision permitting distribution to vary between
classes for the purpose of complying with regulatory or
legislative requirements.
o Delete a provision permitting the Board to set apart assets for
dividends for a reserve.
The Board unanimously recommends that the stockholders of the Fund vote "FOR"
Proposal 2. Approval of Proposal 2 requires the affirmative vote of a majority
of the votes entitled to be cast.
PROPOSAL THREE
APPROVAL OF AMENDMENT, ELIMINATION, OR RECLASSIFICATON OF
FUNDAMENTAL INVESTMENT RESTRICTIONS
Under Section 8(b) of the 1940 Act, a Portfolio 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 Portfolio may
designate any other of its policies as fundamental policies (the "Other
Fundamental Policies"). Many of the Portfolios' Other Fundamental Policies can
be traced back to federal or state securities law requirements that were in
effect when the Fund was organized. These restrictions have subsequently been
made less restrictive or are no longer applicable to the Fund. 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 Portfolio's assets. In addition,
the lack of uniform standards across the Portfolios leads to operating
inefficiencies and increases the costs of compliance monitoring.
The Board considered and approved Alliance's recommendation that the Portfolios'
Section 8(b) policies be replaced with standardized fundamental policies. In
some cases, Alliance recommended and the Board approved less restrictive Section
8(b) policies. If the Proposals are approved with respect to a Portfolio, only
those investment restrictions that the 1940 specifically requires to be
fundamental i.e., the Section 8(b) policies), as described in Proposal 3.A. -
3.G. will remain fundamental investment restrictions of the Portfolio. Alliance
also recommended and the Board approved the elimination of the Other Fundamental
Policies as discussed below in Proposals 3.H to 3.Z. None of the changes in the
Section 8(b) policies or the Other Fundamental Policies is expected to have a
significant effect in the management of the Portfolios.
Proposal 3.A.
Diversification
Applicable Portfolios:
All Portfolios Except
---------------------
Americas Government Income Portfolio, Global Bond Portfolio,
Global Dollar Government Portfolio, and Large Cap Growth Portfolio
Proposed New Fundamental Investment Policy: If the proposed amendment is
approved by stockholders, each Portfolio's fundamental investment policy in
effect would read:
"The Portfolio is diversified" as defined in the 1940 Act.
Discussion of Proposed Modification:
Section 8(b) of the 1940 Act requires [each series of] 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 Portfolio 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 amounts of assets that can be invested in any
one company. Specifically, a diversified fund may not, with respect to 75% of
its total assets: (1) invest more than 5% of its total assets in the securities
of one issuer, or (2) hold more than 10% of the outstanding voting securities of
such issuer.
In making its recommendation to the Board, Alliance noted that no change is
being proposed to a Portfolio's designation as diversified. Instead, the
proposed change would modify a Portfolio'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 the
Board or stockholders taking further action, the modified investment policy
would automatically apply the requirements of "diversification" under the 1940
Act to a Portfolio as those requirements may be amended from time to time.
For those Portfolios 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
Portfolio 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 Portfolios:
All Portfolios
Proposed New Fundamental Investment Policy: If the proposed amendment is
approved by stockholders, each Portfolio's fundamental investment policies
regarding borrowing and senior securities in effect would be combined to read:
"The Portfolio 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 Board, Alliance noted that under Section
18(f)(1) of the 1940 Act, a Portfolio 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
Portfolio, 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 Portfolios' 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 Portfolio'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 Portfolios
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 Portfolios' fundamental policies on borrowings prohibit
borrowings or impose percentage limitations on borrowings. The proposed
fundamental policy for borrowing would permit Portfolios to borrow up to the
full extent permitted by the 1940 Act. The current policies for these Portfolios
with restrictions on borrowings are listed below:
Current Policy Applicable to:
-------------- -------------
Prolimitations on borrowings. Americas Government Income
Portfolio
Global Bond Portfolio
Global Dollar
Government Portfolio
Global Technology
Portfolio Growth and
Income Portfolio
Growth Portfolio High
Yield Portfolio
International
Portfolio Large Cap
Growth Portfolio Money
Market Portfolio Real
Estate Investment
Portfolio Small Cap
Growth Portfolio Total
Return Portfolio U.S.
Government/High Grade
Securities Portfolio
Utility Income
Portfolio Worldwide
Privatization
Portfolio
The proposed fundamental policy for borrowing would permit Portfolios with
policies imposing the following percentage limitations on borrowings to borrow
up to the full extent permitted by the 1940 Act:
o Up to 15% of assets: o Americas Government Income
Portfolio
o Global Bond Portfolio
o Global Dollar Government Portfolio
o Growth and Income Portfolio
o Growth Portfolio
o High Yield Portfolio
o International Portfolio
o Large Cap Growth Portfolio
o Money Market Portfolio
o Total Return Portfolio
o U.S. Government/High Grade
Securities Portfolio
o Utility Income Portfolio
o Worldwide Privatization Portfolio
o Up to 5% of assets:
o Global Technology Portfolio
o Real Estate Investment Portfolio
o Small Cap Growth Portfolio
The use of leverage by a Portfolio is considered speculative and involves risk.
However, there is no current intention that any of these Portfolios will use
this increased borrowing capability.
Proposal 3.C.
Amendment of Fundamental Policy Regarding
Underwriting Securities
Applicable Portfolios:
Global Research Growth Portfolio, Global Technology Portfolio,
Growth Portfolio, Growth and Income Portfolio, High Yield Portfolio,
International Portfolio, Large Cap Growth Portfolio, Money Market Portfolio,
Total Return Portfolio, U.S. Government/High Grade Securities Portfolio,
and U.S. Large Cap Blended Style Portfolio
Proposed New Fundamental Investment Policy: If the proposed amendment is
approved by stockholders, each Portfolio's fundamental investment policy
regarding underwriting securities in effect would read:
"The Portfolio may not act as an underwriter of securities, except that the
Portfolio may acquire restricted securities under circumstances in which, if
such securities were sold, the Portfolio 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 Board, Alliance noted that the purpose of
the modification is to clarify that the Portfolios are not prohibited from
acquiring "restricted securities" to the extent such investments are consistent
with a Portfolio's investment objective, even if such investments may result in
the Portfolio technically being considered an underwriter under the federal
securities laws. This amendment would not change the Portfolios' current
policies on investing in restricted securities, which are considered illiquid
securities and under current SEC guidelines are limited to 15% of a Portfolios'
investment. The modification standardizes the policy on underwriting across the
[AllianceBernstein Fund Complex].
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 Portfolios need to maintain a certain
amount of liquidity to meet redemption requests, the Portfolios 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 Portfolios 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 Portfolios. To the
extent that a Portfolio 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 Portfolios:
All Portfolios
Proposed New Fundamental Investment Policy: If the proposed amendment is
approved by stockholders, each Portfolio's fundamental investment policy
regarding concentration of investments in effect would read:
"A Portfolio 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 Board, 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 Portfolio'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 technology, utility or
real estate industry. 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 Portfolios' investment policies. For
Portfolios 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 Portfolios. To the
extent that a Portfolio 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 Portfolios:
All Portfolios
Proposed New Fundamental Investment Policy: If the proposed amendment is
approved by stockholders, each Portfolio's fundamental investment policy in
effect would read:
"The Portfolio 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 Portfolio from
investing in securities or other instruments backed by real estate or in
securities of companies engaged in the real estate business."
Discussion of Proposed Modification:
The 1940 Act requires a Portfolio to state a fundamental policy regarding the
purchase and sale of real estate. In making its recommendation to the Board,
Alliance noted that as a general matter, under a Portfolio's current real estate
investment policy, a Portfolio is restricted in its ability to purchase and sell
real estate even when ownership of the real estate devolves upon the Portfolio
through permissible investments. For instance, Alliance noted that it is
possible that a Portfolio 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 Portfolio'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 Portfolio may invest in real estate-related securities and
real estate backed securities or instruments.
For Portfolios 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 Portfolios. In
addition, to the extent that a Portfolio 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 Portfolios:
All Portfolios Except
---------------------
Global Technology Portfolio, and Growth and Income Portfolio
Proposed New Fundamental Investment Policy: If the proposed amendment is
approved by stockholders, each Portfolio's fundamental investment policy in
effect would read:
"The Portfolio 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 Board, Alliance noted that the proposed
changes to a Portfolio's policy make it clear that the Portfolio 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 Portfolios' 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
Portfolio'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 Portfolio'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 Portfolios 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 Portfolios. In addition, certain of the Portfolios
have a fundamental policy that does not permit investments in futures contracts.
These Portfolios are Balanced Wealth Strategy Portfolio, Global Dollar
Government Portfolio, Growth Portfolio, International Value Portfolio, Large Cap
Growth Portfolio, Real Estate Investment Portfolio, Small/Mid Cap Value
Portfolio, Value Portfolio, Wealth Appreciation Strategy Portfolio and Worldwide
Privatization Portfolio. If the stockholders of these Portfolios approve this
proposal, these Portfolios would have the flexibility to invest in futures
contracts. The extent to which any such Portfolio 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 Portfolios.
Proposal 3.G.
Amendment of Fundamental Policies Regarding Loans
Applicable Portfolios:
All Portfolios
Proposed New Fundamental Investment Policy: If the proposed amendment is
approved by stockholders, each Portfolio's fundamental investment policies
regarding loans in effect would read:
"The Portfolio 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 Board, Alliance noted that the proposed
change clarifies a Portfolio's ability to engage in securities lending and/or
inter-fund lending to the extent permitted by the 1940 Act and the then-current
SEC policy. The 1940 Act currently limits loans of a Portfolio's securities to
one-third of the Portfolio'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 stockholders votes. The current
restrictions of most of the Portfolios are consistent with the current
limitation and the proposed amendment would not affect the Portfolio's
investment strategies. However, the restrictions are set lower than the maximum
allowed under the 1940 Act for Growth Portfolio. If this proposal is approved by
stockholders, the Portfolios 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 Portfolios.
For Portfolios 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 Portfolios.
Proposal 3.H.
Elimination of the Fundamental Policy Prohibiting
Joint Securities Trading Accounts
Applicable Portfolios:
Americas Government Income Portfolio, Global Bond Portfolio, Global
Technology Portfolio, High Yield Portfolio, Real Estate Investment Portfolio,
Small Cap Growth Portfolio, Utility Income Portfolio, U.S. Government/High
Grade Securities Portfolio, and Worldwide Privatization Portfolio
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 Board to eliminate this policy, Alliance
noted that the fundamental investment restriction on a Portfolio'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 policy is no longer required and may be eliminated from a
Portfolio'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 Portfolio acting as principal to effect any
transaction in which the Portfolio 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 Portfolio 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 Portfolio 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 ControlApplicable Portfolios:
All Portfolios Except
---------------------
Global Research Growth Portfolio, Growth Portfolio, and U.S. Large
Cap Blended Style Portfolio
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 Board 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 Portfolio's investment policies. The
proposed amendment would not affect the Portfolios' investment strategies.
Proposal 3.J.
Elimination of the Fundamental Policy
Prohibiting Investments in Other Investment Companies
Exceeding Specified Percentage Limitations
Applicable Portfolios:
Americas Government Income Portfolio, Global Bond Portfolio, Global
Research Growth Portfolio, Global Technology Portfolio, Growth and Income
Portfolio, High Yield Portfolio, International Portfolio, Total Return
Portfolio, Utility Income Portfolio, and U.S. Government/High Grade
Securities Portfolio
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 Board 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 Portfolio's fundamental investment policies.
Moreover, Alliance noted that in the absence of this policy, the Portfolios are
still subject to the limitations on investments in other investment companies
imposed on all mutual funds under Section 12(d)(1)(A) of the 1940 Act. In
general, under that section, an investment company ("Acquiring Fund") cannot
acquire shares of another investment company ("Acquired Fund") if, after the
acquisition, (i) the Acquiring Fund would own more than 3% of the Acquired
Fund's securities; (ii) more than 5% of the total assets of the Acquiring Fund
would be invested in the Acquired Fund; and (iii) more than 10% of the total
assets of the Acquiring Fund would be invested in other investment companies
(including the Acquired Fund).
Stockholders should note that at a meeting held on August 2-4, 2005, as a result
of Alliance's recommendation, the Board adopted a non-fundamental policy to
address investment in other investment companies. That policy states in effect
that: "A Portfolio 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 Board has the flexibility to amend a
non-fundamental policy in furtherance of a Portfolio's best interests, without
the expense and delay of soliciting a stockholder vote.
To the extent that a Portfolio 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 Portfolios:
Americas Government Income Portfolio, Global Bond Portfolio, Global Dollar
Government Portfolio, Global Technology Portfolio, Money Market Portfolio, Real
Estate Investment Portfolio, Utility Income Portfolio, and Worldwide
Privatization Portfolio
Proposal:
It is proposed that the fundamental investment policy prohibiting Portfolios
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 Board 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 Portfolios' investment policies. Nevertheless, Alliance
noted that there are no current expectations that the Portfolios will engage in
such activities. In the future, should a Portfolio decide to engage in such
activities, appropriate disclosure regarding the nature and risks of such
investments would be disclosed in a Portfolio's prospectus and statement of
additional information.
Proposal 3.L.
Elimination of the Fundamental Policy
Restricting Purchases of Securities on Margin
Applicable Portfolios:
All Portfolios Except:
----------------------
Balanced Wealth Strategy Portfolio, Global Research Growth Portfolio, Growth
Portfolio, Growth and Income Portfolio, International Value Portfolio, Large Cap
Growth Portfolio, Money Market Portfolio, Small/Mid Cap Value Portfolio, Value
Portfolio, and Wealth Appreciation Strategy Portfolio
Proposal:
It is proposed that the fundamental investment policy restricting the purchase
of securities on margin be eliminated.
Reasons for the Elimination of the Investment Policy:
In making its recommendation to the Board 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 Portfolios' 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 Board 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 2-4, 2005, after considering Alliance's
recommendation, the Board 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 Portfolio 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 Portfolio may obtain such short-term credits as are necessary
for the clearance of portfolio transactions, and the Portfolio 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. The Board has the
flexibility to amend a non-fundamental policy in furtherance of a Portfolio's
best interests, without the expense and delay of a stockholder vote.
Proposal 3.M.
Elimination of the Fundamental Policy
Restricting Short Sales
Applicable Portfolios:
All Portfolios Except:
----------------------
Balanced Wealth Strategy Portfolio, Global Research Growth Portfolio, Growth
Portfolio, Growth and Income Portfolio, International Value Portfolio, Small/Mid
Cap Value Portfolio, U.S. Large Cap Blended Style Portfolio, Value Portfolio,
and Wealth Appreciation Strategy Portfolio
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 Board 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 Board has approved the use by certain of the Portfolios of short sales as an
investment strategy that is disclosed in the Portfolio's prospectuses. The risks
of short selling are also disclosed for such Portfolios in their prospectuses.
Alliance and the Board believe that it is important for a Portfolio to have the
flexibility to add or to revise these investment strategies in furtherance of
the Portfolio's best interests, without the expense and delay of a stockholder
vote that would be required if such strategies were designated as fundamental
policies.
Proposal 3.N.
Elimination of the Fundamental Policy Prohibiting Pledging, Hypothecating,
Mortgaging or Otherwise Encumbering Assets
Applicable Portfolios:
All Portfolios Except:
----------------------
Growth Portfolio, and Utility Income Portfolio
Proposal:
It is proposed that the fundamental investment policy prohibiting the pledging,
hypothecating, mortgaging or otherwise encumbering a Portfolio's assets be
eliminated in its entirety.
Reasons for the Elimination of the Investment Policy:
In making its recommendation to the Board to eliminate this policy, Alliance
noted that the prohibition on pledging, hypothecating, mortgaging or otherwise
encumbering a Portfolio'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
Portfolios' fundamental investment policies. Alliance noted that the Portfolios'
current limits on pledging may conflict with each Portfolio'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 Portfolios 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 Portfolios' 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 Portfolios may borrow in these situations. Although
Alliance currently plans, on behalf of the Portfolios, to engage only in
pledging in connection with borrowing money for redemptions or temporary
emergency purposes, pledging assets could decrease the Portfolios' ability to
liquidate assets. If the Portfolios pledged a large portion of their assets, the
ability to meet redemption requests or other obligations could be delayed. In
any event, the Portfolio's 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 Portfolios:
Global Bond Portfolio, Global Technology Portfolio, Growth and Income Portfolio,
High Yield Portfolio, International Portfolio, Large Cap Growth Portfolio,
Total Return Portfolio, and U.S. Government/High Grade Securities Portfolio
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 Board 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
registration. 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
Portfolios since the Portfolios need to maintain a certain amount of liquidity
to meet redemption requests, the Portfolios 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 Portfolio must limit its investments in illiquid or restricted
securities that are illiquid securities to 15% of its assets.
At a meeting held on August 2-4, 2005, as a result of Alliance's recommendation,
the Board approved a standardized, non-fundamental policy consistent with the
current SEC guidance that would limit a Portfolio's investment in illiquid
securities, including restricted securities, to not more than 15% of its assets
or such other amount permitted by SEC guidelines. Stockholder approval of this
non-fundamental policy is not required.
Proposal 3.P.
Elimination of the Fundamental Policy Regarding Investments in Warrants
Applicable Portfolios:
Americas Government Income Portfolio, and Global Bond Portfolio
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 Portfolios listed above have fundamental policies that impose a percentage
limitation on investments in warrants (typically, 5%, except for Worldwide
Privatization Portfolio (20%) and Global Technology Portfolio, International
Value Portfolio, Real Estate Investment Portfolio, Small/Mid Cap Value Portfolio
and Value Portfolio (10%)). In making its recommendation to the Board 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 Portfolio's
investments in warrants be eliminated to permit a Portfolio 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 Portfolio fails to exercise the
warrant prior to, the expiration date, the warrant will expire worthless.
The Portfolios may, subject to Board approval, invest in warrants if this
proposal is approved. This is an investment strategy that will be disclosed in a
Portfolio's prospectus. Elimination of the fundamental policy would give the
Board the flexibility to add or revise this investment strategy in furtherance
of the Portfolio's best interest without incurring the expense and delay of a
stockholder vote that would be required if such a strategy was designated s a
fundamental policy.
[In addition, at a meeting held on August 2-4, 2005, the Board adopted a
non-fundamental policy that would govern a Portfolio's ability to invest in
warrants. Also, the Board approved a non-fundamental policy that would permit
certain of the Portfolios to invest in rights. Rights are similar to warrants
except that they have substantially shorter duration. Stockholders are not
required to approve non-fundamental policies and as a non-fundamental policy,
the Board has the flexibility to amend the policy in furtherance of
stockholders' best interests, without the expense and delay of soliciting a
stockholder vote.]
Proposal 3.Q.
Elimination of the Fundamental Policy Regarding
Investments in Unseasoned Companies
Applicable Portfolios:
Worldwide Privatization Portfolio
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 Board, 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
Portfolio'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 Portfolio to further avail itself of investment
opportunities in smaller capitalization, less seasoned companies. To the extent
that a Portfolio invests in these types of issuers, it may be subject to greater
risks. Such companies may not have experience in operating through prolonged
periods of economic difficulty and, as a result, the price of their shares may
be more volatile than the shares of companies that have longer operating
histories.
Related or substantively duplicative policies with respect to investment in
unseasoned issuers would be eliminated upon the approval of the Proposal.
Proposal 3.R.
Elimination of Requirement to Invest in Specific Investments
Applicable Portfolios:
Large Cap Growth Portfolio
Proposal:
Eliminate policies that require the Portfolio to invest 80% of its assets in a
specific investment.
Reasons for the Proposed Elimination:
The Large Cap Growth Portfolio has a fundamental policy that requires that the
Portfolio normally invest at least 80% of its total assets in the equity
securities of U.S. companies.
In making its recommendation to the Board, Alliance noted that this policy was
not required to be fundamental by Rule 35d-1 (the "names rule"). The names rule
requires a fund 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 the Portfolio's named investment policy to be fundamental. Alliance
proposed, and the Board approved, that the Portfolio's named investment policy
be eliminated consistent with the general principle that policies should not be
fundamental where they are not required to be. As required by the names rule,
Large Cap Growth Portfolio has an 80% non-fundamental investment policy with
respect to its investments in large capitalization companies. This policy will
not be changed without 60 days prior written notice to shareholders.
Proposal 3.S.
Elimination of the Fundamental Policy Regarding
65% Limitations in Certain Investments
Applicable Portfolios:
U.S. Government/High Grade Securities Portfolio, Utility Income Portfolio,
and Worldwide Privatization Portfolio
Proposal:
It is proposed that a Portfolio's fundamental 65% investment policy be
eliminated.
Reasons for the Elimination of the Investment Policy:
U.S. Government/High Grade Securities Portfolio has a fundamental policy that
states that the Portfolio invests at least 65% of its total assets in (i) U.S.
Government securities, including mortgage-backed securities and repurchase
agreements relating to U.S. Government securities, and (ii) in other high-grade
debt securities rated AAA, AA, A by S&P or Fitch, Aaa, Aa or A by Moody's or, if
unrated, of equivalent quality.
Utility Income Portfolio has a fundamental policy that states that the Portfolio
normally invests at least 65% of its total assets in securities of companies in
the utilities industry.
Worldwide Privatization Portfolio has a fundamental policy that states that the
Portfolio invests at least 65% of its total assets in equity securities issued
by enterprises that are undergoing, or have undergone, privatization.
In making its recommendation to the Board, 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 Portfolios identified above adopted
fundamental 65% policies. After adoption of the names rule, the Portfolios
adopted 80% non-fundamental policies but did not seek a stockholder vote to
eliminate their 65% fundamental policies.
Elimination of these redundant 65% fundamental policies will give the Board the
flexibility to change names and investment strategies of the Portfolios 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 Portfolios:
Global Technology Portfolio, Growth and Income Portfolio, International
Portfolio, Large Cap Growth Portfolio, Money Market Portfolio, Total Return
Portfolio, and U.S. Government/High Grade Securities Portfolio
Proposal:
It is proposed that the fundamental investment policy prohibiting investments in
securities of companies in which the Fund's officers or 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 Board 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 Portfolios' fundamental investment policies. Eliminating
this restriction would increase Alliance's flexibility when choosing investments
on a Portfolio's behalf. Alliance further noted that it believes that the policy
is unnecessary because the Fund's Code of Ethics adequately covers and provides
for the monitoring of the Portfolio's securities purchases and security
ownership by the Fund's officers and directors. In addition, Alliance noted that
securities purchases by a Portfolio 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
Restricting Option Transactions
Applicable Portfolios:
Americas Government Income Portfolio, Global Technology Portfolio,
Large Cap Growth Portfolio, and Money Market Portfolio
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 Portfolios 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 Portfolio's investment
objective and policies, or the purchase of puts, calls, straddles, spreads and
combinations that exceed 5% of a Portfolio's total assets.
In making its recommendation to the Board 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 Portfolios' 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 Board may approve investments in options as an investment strategy that is
disclosed in the Portfolio's prospectus. Investments in options are considered
speculative and a Portfolio 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 Portfolio were permitted to expire without
being sold or exercised, its premium would represent a loss to the Portfolio.
Elimination of these fundamental policies would give the Board the flexibility
to add or revise this investment strategy in furtherance of the Portfolio's best
interests without incurring the delay and expense of seeking stockholder
approval.
Proposal 3.V.
Elimination of the Fundamental Policy Regarding
Purchasing Voting or Other Securities of Issuers
Applicable Portfolios:
Growth and Income Portfolio, High Yield Portfolio, International Portfolio,
Large Cap Growth Portfolio, Money Market Portfolio, Total Return Portfolio,
and Utility Income Portfolio
Proposal:
It is proposed that the fundamental investment policy regarding purchasing
voting or other securities be eliminated in its entirety.
Reasons for the Elimination of the Investment Policy:
The Utility Income Portfolio has a fundamental policy with regard to voting
securities that states that "[t]he Portfolio may not acquire more than 10% of
any class of the voting securities of any one issuer." All of the other
Portfolios have a fundamental policy that states that "[t]he Portfolio may not
acquire more than 10% of any class of the outstanding securities of any issuer."
In making its recommendation to the Board to eliminate these policies, Alliance
noted that a Portfolio 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 the Large Cap Growth
Portfolio 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 Portfolios' fundamental diversification policy,
Alliance recommended that they be eliminated. Elimination of this policy would
have no effect on a Portfolio's investment strategy.
Each of the Portfolios 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 Portfolio's assets, investments in any one issuer
cannot exceed 5% of the Portfolio's assets and the Portfolio cannot hold more
than 10% of the issuer's outstanding voting securities at the end of each
quarter. Each Portfolio 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 Portfolio's status as a RIC.
Proposal 3.W.
Elimination of the Fundamental Policy Regarding Percentage Limitation On
Investments In Repurchase Agreements
Applicable Portfolios:
Growth and Income Portfolio, High Yield Portfolio, International Portfolio,
Large Cap Growth Portfolio, Money Market Portfolio, Total Return Portfolio, and
U.S. Government/High Grade Securities Portfolio
Proposal
It is proposed that the fundamental investment policy limiting repurchase
agreements with any one dealer to 5% of the Portfolio'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 a Portfolio'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 a Portfolio's investments in repurchase agreements be
eliminated to permit a Portfolio 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 a Portfolio'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 a Portfolio may enter into repurchase
agreements. That proposed policy does not impose any limitations on a
Portfolio'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
Portfolio.
Proposal 3.X.
Elimination of the Fundamental Policy Regarding
Securities with Maturities Greater than One Year
Applicable Portfolios:
Money Market Portfolio
Proposal:
It is proposed that the fundamental investment policy prohibiting purchases of
securities with maturities of greater than one year be eliminated in its
entirety.
Reasons for the Elimination of the Investment Policy:
The Money Market Portfolio has a policy that states that the Portfolio may not
purchase any security which has a maturity date more than one year from the date
of the Portfolio's purchase. In making its recommendation to the Board to
eliminate the policy, Alliance noted that Rule 2a-7 under the 1940 Act has
requirements, including maturity restrictions, that govern the investments of
money market funds. A fund relying on Rule 2a-7 cannot purchase any security
with a remaining maturity greater than 397 calendar days. Consequently, the
Portfolio's current fundamental policy is unnecessary in light of the
requirements of Rule 2a-7.
Proposal 3.Y.
Elimination of the Fundamental Policy Regarding
Acquisitions of Certain Preferred Stock and Debt Securities
Applicable Portfolios:
High Yield Portfolio, and U.S. Government/High Grade Securities Portfolio
Proposal
It is proposed that this fundamental investment policy limiting investments in
preferred stock and debt securities be eliminated in its entirety.
Reasons for the Elimination of the Investment Policy:
Each Portfolio has a policy that states that it may not invest more than 5% of
the value of its total assets at the time an investment is made in the
nonconvertible preferred stock of issuers whose nonconvertible preferred stock
is not readily marketable. In addition, the U.S. Government/High Grade
Securities Portfolio has a policy that limits its investment in certain
nonconvertible preferred stock and debt securities that are rated Aaa, Aa, or A
by Moody's Investors Service, Inc. or AAA, AA or A by Standard & Poor's Ratings
Services. In making its recommendation to the Board to limit these policies,
Alliance noted that the 1940 Act does not require any of these policies to be
fundamental. Elimination of these fundamental investment restrictions would
enable a Portfolio's Adviser to invest in such preferred stock and debt
securities to the extent deemed advisable and as consistent with a Portfolio's
investment program.
Proposal 3.Z.
Elimination of the Fundamental Policy Regarding Investments in Government
Securities Consistent with Internal Revenue Code Requirements
Applicable Portfolios:
U.S. Government/High Grade Securities Portfolio
Proposal
It is proposed that this fundamental investment policy with respect to
investments in U.S. government securities be eliminated in its entirety.
Reasons for the Elimination of the Investment Policy:
The Portfolio is subject to the diversification requirements imposed by the
U.S. Internal Revenue Code (the "Code"), which among other things, limits the
Portfolio to investing no more than 55% of its total assets in any one
investment. The Portfolio adopted a fundamental policy that it will invest at
least 45% of its total assets in U.S. Government securities. In making its
recommendation to the Board to eliminate the policy, Alliance noted that this
policy is unnecessary because of the Code's requirements.
Approval of each Proposal 3.A.-3.Z. by a Portfolio requires the affirmative
vote of the holders of a "majority of the outstanding voting securities" of a
Portfolio as defined in the 1940 Act, which means the lesser of (i) 67% or more
of the voting securities of the Portfolio 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 Portfolio (a "1940 Act Majority") If the stockholders of a Portfolio do
not approve a Proposal regarding a fundamental investment restriction, the
Portfolio's current fundamental investment restriction will remain the same.
The Board, including the Independent Directors, of each Portfolio unanimously
recommends that the stockholders of each Portfolio vote FOR Proposals 3.A.
through 3.Z.
PROPOSAL FOUR
Proposal 4.A.
Reclassification of Each Portfolio's
Fundamental Investment Objective as Non-fundamental
Applicable Portfolios:
Americas Government Income Portfolio, Balanced Wealth Strategy Portfolio,
Global Bond Portfolio, Global Dollar Government Portfolio, Global Technology
Portfolio, Global Research Growth Portfolio, High Yield Portfolio, International
Value Portfolio, Money Market Portfolio, Small/Mid Cap Value Portfolio, U.S.
Government/High Grade Securities Portfolio, U.S. Large Cap Blended Style
Portfolio, Value Portfolio and Wealth Appreciation Strategy Portfolio
Stockholders are being asked to approve the reclassification of the Portfolios'
fundamental investment objective as non-fundamental. In making this
recommendation, Alliance advised the Board that the Portfolios' 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
Portfolio that is not required to be fundamental under the 1940 Act. The
proposed reclassifications would give the Board the flexibility to revise a
Portfolio'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 Board may change a Portfolio's investment objective in the future
without stockholder approval. I 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 the Portfolio's investment objective.
The Board, including the Independent Directors, of each Portfolio unanimously
recommends that the stockholders of each Portfolio 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 Portfolio. If the stockholders of a
Portfolio do not approve the reclassification of the Portfolio's fundamental
investment objective, the investment objective will remain fundamental, and the
Fund would be required to solicit stockholder votes each time it sought to
modify a Portfolio's investment objective.
Proposal 4.B.
Change in a Portfolio's Investment Objective
and Reclassification of Revised Investment Objective as Non-fundamental
Applicable Portfolios:
Growth Portfolio, Growth and Income Portfolio, International Portfolio, Large
Cap Growth Portfolio, Real Estate Investment Portfolio, Small Cap Growth
Portfolio, Total Return Portfolio, Utility Income Portfolio, and Worldwide
Privatization Portfolio
In addition to reclassifying the Portfolios' investment objectives as
non-fundamental, Alliance recommended that the Board change certain Portfolios'
investment objectives in order to clarify and standardize these Portfolios'
investment objectives. [Also, in instances where a Portfolio's investment
objective differs from its retail counterpart offered through the
AllianceBernstein Funds, Alliance recommended the revision of the Portfolio's
investment objective to conform it to its retail counterpart.]
Based on recommendations from Alliance, the Board approved and is recommending
to stockholders changes to a Portfolio's investment objective as detailed below:
1. Growth Portfolio
Current Investment Objective: Proposed Investment Objective:
(Fundamental) (Non-fundamental)
The Portfolio's investment objective The Portfolio's investment objective
is long-term growth of capital. is long-term growth of capital.
Current income is incidental to the
Portfolio's objective.
The proposed change to the Portfolio's investment objective clarifies that
income is not an objective of the Portfolio. Alliance recommended this change to
the Board in order to give the Portfolio flexibility in implementing its
investment strategies and greater ability to pursue long-term growth
opportunities.
2. Growth and Income Portfolio
Current Investment Objective: Proposed Investment Objective:
(Fundamental) (Non-fundamental)
The Portfolio's investment objective The Portfolio's investment objective
is appreciation through investments is long-term growth of capital.
primarily in dividend-paying common
stocks of good quality, although the
Portfolio may invest in fixed-income
and convertible securities.
The Portfolio's investment objective is The Portfolio's investment objective is
appreciation through investments primarily in long-term growth of capital.
dividend-paying common stocks of good quality, although the Portfolio may invest
in fixed-income and convertible securities.
The proposed change to the Portfolio's investment objective eliminates any focus
on dividends or other investments, which would be disclosed in the Portfolio's
prospectus as part of its investment strategies. Alliance recommended this
change to the Board in order to simplify and standardize the objectives as well
as to give the Portfolio flexibility in implementing its investment strategies
and greater ability to pursue long-term growth opportunities.
3. International Portfolio
Current Investment Objective: Proposed Investment Objective:
(Fundamental) (Non-fundamental)
The Portfolio's investment objective The Portfolio's investment objective
is long-term capital appreciation. is long-term growth of capital.
Alliance recommended this change to the Board in order to conform the
Portfolio's investment objective to its retail fund counterpart. Alliance also
recommended the change to give the Portfolio flexibility in implementing its
investment strategies and greater ability to pursue long-term growth
opportunities.
As part of these changes, Alliance recommended that the International Portfolio
be renamed as "AllianceBernstein International Research Growth Portfolio "and
that its investment policies be conformed to those of its retail
AllianceBernstein counterpart. These changes will not require a shareholder
vote.
4. Large Cap Growth Portfolio
Current Investment Objective: Proposed Investment Objective:
(Fundamental) (Non-fundamental)
The Portfolio's investment objective The Portfolio's investment objective
is long-term growth of capital by is long-term growth of capital.
investing predominantly in equity
securities of a limited number of
large, carefully selected,
high-quality U.S. companies that are
judged likely to achieve superior
earnings growth
The proposed change to the Portfolio's investment objective eliminates the
reference to a specific investment strategy, which, if applicable, would be
disclosed in the Portfolio's prospectus as part of its investment strategies.
Alliance recommended this change to the Board in order to give the Portfolio
flexibility in implementing its investment strategies and greater ability to
pursue long-term growth opportunities.
5. Real Estate Investment Portfolio
Current Investment Objective: Proposed Investment Objective:
(Fundamental) (Non-fundamental)
The Portfolio's investment objective The Portfolio's investment objective
is total return from long-term growth is total return from long-term growth
of capital and income principally of capital and income.
through investing in equity securities
of companies that are primarily
engaged in or related to the real
estate industry.
The proposed change to the Portfolio's investment objective focuses on general
investment objectives and eliminates the references to specific investments,
which would be disclosed in the Portfolio's prospectus as part of its investment
strategies. Alliance recommended this change to the Board in order to give the
Portfolio flexibility in implementing its investment strategies and greater
ability to pursue long-term growth opportunities.
6. Small Cap Growth Portfolio
Current Investment Objective: Proposed Investment Objective:
(Fundamental) (Non-fundamental)
The Portfolio's investment objective The Portfolio's investment objective
is growth of capital by pursuing is long-term growth of capital.
aggressive investment policies.
Current income is incidental to the
Portfolio's objective.
The proposed change to the Portfolio's investment objective clarifies that
income is not an objective of the Portfolio. Alliance recommended this change to
the Board in order to give the Portfolio flexibility in implementing its
investment strategies and greater ability to pursue long-term growth
opportunities.
7. Total Return Portfolio
Current Investment Objective: Proposed Investment Objective:
(Fundamental) (Non-fundamental)
The Portfolio's investment objective The Portfolio's investment objective
is high return through a combination is total return consistent with
of current income and capital reasonable risk, through a combination
appreciation. of income and long-term growth of
capital.
The proposed change to the Portfolio's investment objective eliminates high
return as an investment objective. Alliance recommended this change to the Board
in order to simplify and standardize the objectives as well as to give the
Portfolio flexibility in implementing its investment strategies and greater
ability to pursue long-term growth opportunities.
As part of these changes, Alliance recommended that the Total Return Portfolio
be renamed as "AllianceBernstein Balanced Shares Portfolio" and that its
investment policies be conformed to those of its retail AllianceBernstein
counterpart. The changes will include the addition of a new investment policy,
whereby the Portfolio may invest up to 20% of its fixed-income allocation in
high yield securities (securities rated below BBB by S&P). As an operating
policy, the Portfolio will invest no more than 25% of these investments in high
yield debt securities rated CCC or below. This new policy will broaden the array
of investments available to the Portfolio. These changes do not require a
shareholder vote.
8. Utility Income Portfolio
Current Investment Objective: Proposed Investment Objective:
(Fundamental) (Non-fundamental)
The Portfolio's investment objective The Portfolio's investment objective
is current income and capital is current income and long-term growth
appreciation by investing primarily in of capital.
equity and fixed-income securities of
companies in the utility industry.
The proposed change to the Portfolio's investment objective focuses on general
investment objectives and eliminates the references to specific investments,
which would be disclosed in the Portfolio's prospectus as part of its investment
strategies. Alliance recommended this change to the Board in order to give the
Portfolio flexibility in implementing its investment strategies and greater
ability to pursue long-term growth opportunities.
9. Worldwide Privatization Portfolio
Current Investment Objective: Proposed Investment Objective:
(Fundamental) (Non-fundamental)
The Portfolio's investment objective The Portfolio's investment objective
is long-term capital appreciation. is long-term growth of capital.
Alliance recommended this change to the Board in order to conform the
Portfolio's investment objective to its retail fund counterpart. Alliance also
recommended the change to give the Portfolio flexibility in implementing its
investment strategies and greater ability to pursue long-term growth
opportunities.
As part of these changes, Alliance recommended that the Worldwide Privatization
Portfolio be renamed as "AllianceBernstein International Growth Portfolio" and
that its investment policies be conformed to those of its retail
AllianceBernstein counterpart. These changes do not require a shareholder vote.
The changes will include, subject to shareholder approval, the elimination of
its fundamental policy to invest at least 65% of its total assets in equity
securities that are issued by enterprises that are undergoing or have undergone
privatization.
The Board, including the Independent Directors, of each Portfolio unanimously
recommends that the stockholders of each Portfolio 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 Portfolio. If the stockholders of a
Portfolio do not approve the reclassification of the Portfolio'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 Portfolio's
investment objective.
Part III - Independent Registered Public Accounting Firm
- --------------------------------------------------------
Approval of Independent Registered Public Accounting Firm
The Audit Committee is responsible for the appointment, compensation, retention
and oversight of the work of the Fund's independent registered public accounting
firm. In addition, at meetings held on [insert dates], the Board, 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 December 31, 2005. [Please update and confirm.]
Ernst & Young LLP has audited the accounts for the Fund's 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 Portfolios. Representatives
of Ernst & Young LLP are expected to attend the Meeting and to have the
opportunity to make a statement and respond to appropriate questions from the
stockholders. [Please confirm.]
Fees
----
The following table sets forth the aggregate fees billed by the independent
registered public accounting firm for each Portfolio's last two fiscal years for
professional services rendered for: (i) the audit of the Portfolio's annual
financial statements included in the Fund's annual reports to stockholders; (ii)
assurance and related services that are reasonably related to the performance of
the audit of the Portfolio's financial statements and are not reported under
(i), which include advice and education on accounting and auditing issues and
consent letters; (iii) tax compliance, tax advice and tax return preparation;
and (iv) aggregate non-audit services provided to the Portfolio, 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.
TABLE 1
-------
- ------------------------------------------------------------------------------------
All Fees
for
All Non-Audit
Other Services
Fees Provided
for to the
Services Fund,
Audit Provided Alliance
Audit Related Tax to and Service
Name of Fund Fees Fees Fees Fund Affiliates*
- ------------------------------------------------------------------------------------
Americas Government 2003 $23,500 $2,173 $8,747 n/a $910,185
Income Portfolio 2004 $26,000 $2,310 $7,282 n/a $967,310
- ------------------------------------------------------------------------------------
Balanced Wealth 2003 $0 $0 $0 n/a $0
Strategy 2004 $26,000 $1,843 $7,283 n/a $966,844
Portfolio*
- ------------------------------------------------------------------------------------
Global Bond Portfolio 2003 $23,500 $2,173 $8,747 n/a $910,185
2004 $26,000 $2,310 $7,282 n/a $967,310
- ------------------------------------------------------------------------------------
Global Dollar 2003 $23,500 $2,173 $8,747 n/a $910,185
Government 2004 $26,000 $2,310 $7,282 n/a $967,310
Portfolio
- ------------------------------------------------------------------------------------
Global Research 2003 $ $ $ $
Growth Portfolio 2004 $ $ $ $
- ------------------------------------------------------------------------------------
Global Technology 2003 $23,500 $2,173 $8,747 n/a $910,185
Portfolio 2004 $26,000 $2,310 $7,282 n/a $967,310
- ------------------------------------------------------------------------------------
Growth and Income 2003 $23,500 $2,185 $8,747 n/a $910,185
Portfolio 2004 $26,000 $2,310 $7,282 n/a $967,310
- ------------------------------------------------------------------------------------
Growth Portfolio 2003 $23,500 $2,173 $8,747 n/a $910,185
2004 $26,000 $2,310 $7,282 n/a $967,310
- ------------------------------------------------------------------------------------
High Yield Portfolio 2003 $23,500 $2,173 $8,747 n/a $910,185
2004 $26,000 $2,310 $7,282 n/a $967,310
- ------------------------------------------------------------------------------------
International 2003 $23,500 $2,173 $8,747 n/a $910,185
Portfolio 2004 $26,000 $2,310 $7,609 n/a $967,637
- ------------------------------------------------------------------------------------
International Value 2003 $23,500 $2,172 $8,747 n/a $910,184
Portfolio 2004 $26,000 $2,310 $7,809 n/a $967,837
- ------------------------------------------------------------------------------------
Large Cap Growth 2003 $23,500 $2,185 $8,747 n/a $910,197
Portfolio 2004 $26,000 $2,310 $7,282 n/a $967,310
- ------------------------------------------------------------------------------------
Money Market 2003 $23,500 $2,173 $7,729 n/a $909,167
Portfolio 2004 $26,000 $2,310 $7,282 n/a $967,310
- ------------------------------------------------------------------------------------
Real Estate 2003 $23,500 $2,173 $8,747 n/a $910,185
Investment 2004 $26,000 $2,310 $7,282 n/a $967,310
Portfolio
- ------------------------------------------------------------------------------------
Small Cap Growth 2003 $23,500 $2,173 $8,747 n/a $910,197
Portfolio 2004 $26,000 $2,310 $7,282 n/a $967,310
- ------------------------------------------------------------------------------------
Small/Mid Cap Value 2003 $23,500 $2,172 $8,747 n/a $910,184
Portfolio 2004 $26,000 $2,310 $7,282 n/a $967,310
- ------------------------------------------------------------------------------------
Total Return 2003 $23,500 $2,172 $8,747 n/a $910,184
Portfolio 2004 $26,000 $2,310 $7,282 n/a $967,310
- ------------------------------------------------------------------------------------
U.S. Government/ 2003 $23,500 $2,172 $8,747 n/a $910,184
High Grade 2004 $26,000 $2,310 $7,282 n/a $967,310
Securities
Portfolio
- ------------------------------------------------------------------------------------
U.S. Large Cap 2003 $23,500 $822 $6,543 n/a $906,630
Blended Style 2004 $26,000 $2,310 $7,282 n/a $967,310
Portfolio
- ------------------------------------------------------------------------------------
Utility Income 2003 $23,500 $2,172 $8,748 n/a $910,185
Portfolio 2004 $26,000 $2,310 $7,282 n/a $967,310
- ------------------------------------------------------------------------------------
Value Portfolio 2003 $23,500 $2,172 $8,747 n/a $910,184
2004 $26,000 $2,310 $7,282 n/a $967,310
- ------------------------------------------------------------------------------------
Wealth Appreciation 2003 $0 $0 $0 n/a $0
Strategy 2004 $26,000 $1,843 $7,283 n/a $966,844
Portfolio*
- ------------------------------------------------------------------------------------
Worldwide 2003 $23,500 $2,172 $8,747 n/a $910,184
Privatization 2004 $26,000 $2,310 $11,789 n/a $971,817
Portfolio
- ------------------------------------------------------------------------------------
*The Portfolio commenced operations on July 1, 2004.
TABLE 2
-------
- --------------------------------------------------------------------------------
Name of Fund Fees for Non-Audit
Services Provided to
the Fund, Alliance Portion
and Service Comprised Portion of
Affiliates Subject of Audit comprised
to Pre-Approval by Related of
Audit Committee Fees Tax Fees
- --------------------------------------------------------------------------------
Americas Government 2003 $372,920 $364,173 $8,747
Income Portfolio 2004 $84,592 $77,310 $7,282
- --------------------------------------------------------------------------------
Balanced Wealth 2003 $0 $0 $0
Strategy 2004 $84,126 $76,843 $7,283
Portfolio*
- --------------------------------------------------------------------------------
Global Bond Portfolio 2003 $372,920 $364,173 $8,747
2004 $84,592 $77,310 $7,282
- --------------------------------------------------------------------------------
Global Dollar 2003 $372,920 $364,173 $8,747
Government 2004 $84,592 $77,310 $7,282
Portfolio
- --------------------------------------------------------------------------------
Global Research 2003
Growth Portfolio 2004
- --------------------------------------------------------------------------------
Global Technology 2003 $372,920 $364,173 $8,747
Portfolio 2004 $84,592 $77,310 $7,282
- --------------------------------------------------------------------------------
Growth Portfolio 2003 $372,920 $364,173 $8,747
2004 $84,592 $77,310 $7,282
- --------------------------------------------------------------------------------
Growth and Income 2003 $372,932 $364,185 $8,747
Portfolio 2004 $84,592 $77,310 $7,282
- --------------------------------------------------------------------------------
High Yield Portfolio 2003 $372,920 $364,173 $8,747
2004 $84,592 $77,310 $7,282
- --------------------------------------------------------------------------------
International 2003 $372,920 $364,173 $8,747
Portfolio 2004 $84,919 $77,310 $7,609
- --------------------------------------------------------------------------------
International Value 2003 $372,919 $364,172 $8,747
Portfolio 2004 $85,119 $77,310 $7,809
- --------------------------------------------------------------------------------
Large Cap Growth 2003 $372,932 $364,185 $8,747
Portfolio 2004 $84,592 $77,310 $7,282
- --------------------------------------------------------------------------------
Money Market 2003 $371,902 $364,173 $7,729
Portfolio 2004 $84,592 $77,310 $7,282
- --------------------------------------------------------------------------------
Real Estate 2003 $372,920 $364,173 $8,747
Investment 2004 $84,592 $77,310 $7,282
Portfolio
- --------------------------------------------------------------------------------
Small Cap Growth 2003 $372,932 $364,185 $8,747
Portfolio 2004 $84,592 $77,310 $7,282
- --------------------------------------------------------------------------------
Small/Mid Cap Value 2003 $372,919 $364,172 $8,747
Portfolio 2004 $84,592 $77,310 $7,282
- --------------------------------------------------------------------------------
Total Return 2003 $372,919 $364,172 $8,747
Portfolio 2004 $84,592 $77,310 $7,282
- --------------------------------------------------------------------------------
U.S. Government/ 2003 $372,919 $364,172 $8,747
High Grade 2004 $84,592 $77,310 $7,282
Securities
Portfolio
- --------------------------------------------------------------------------------
U.S. Large Cap 2003 $369,365 $362,822 $6,543
Blended Style 2004 $84,592 $77,310 $7,282
Portfolio
- --------------------------------------------------------------------------------
Utility Income 2003 $372,920 $364,172 $8,748
Portfolio 2004 $84,592 $77,310 $7,282
- --------------------------------------------------------------------------------
Value Portfolio 2003 $372,919 $364,172 $8,747
2004 $84,592 $77,310 $7,282
- --------------------------------------------------------------------------------
Wealth Appreciation 2003 $0 $0 $0
Strategy 2004 $84,126 $76,843 $7,283
Portfolio*
- --------------------------------------------------------------------------------
Worldwide 2003 $372,919 $364,172 $8,747
Privatization 2004 $89,099 $77,310 $11,789
Portfolio
- --------------------------------------------------------------------------------
*The Portfolio commenced operations on July 1, 2004.
Beginning with audit and non-audit service contracts entered into on or after
May 6, 2003, the Fund's Audit Committee policies and procedures require the
pre-approval of all audit and non-audit services provided to the Fund by the
Fund's independent registered public accounting firm. The 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.] [Please confirm]
The amounts of the Fees for Non-Audit Services provided to the Fund, Alliance
and Service Affiliates in Table 1 for the 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 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.
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 (Proposal 1), (ii) to approve
the amendment and restatement of the Fund's charter (Proposal 2), (iii) for the
amendment, elimination or reclassification of certain of a Portfolio's
fundamental investment restrictions (Proposals 3.A. - 3.Z.), (iv) for the
reclassification of a Portfolio's investment objective as non-fundamental
(Proposal 4.A.), and for reclassification as non-fundamental and changes to
certain of the Portfolios' investment objectives (Proposal 4.B.). Any
stockholder may revoke his or her proxy at any time prior to its exercise by
giving written notice to the Secretary of the 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). The approval of
Proposal One requires a plurality of the votes cast. The approval of Proposal
Two requires an affirmative vote of a majority of the votes entitled to be cast.
The approval of Proposal Three and Proposal Four requires a 1940 Act Majority or
the affirmative vote of the holders of a "majority of the outstanding voting
securities" of a Portfolio as defined in the 1940 Act, which means the lesser of
(i) 67% or more of the voting securities of the Portfolio 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 Portfolio. 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
Fund has not received notice of, and is not otherwise aware of, any other matter
to be presented at the Meeting.
A quorum for the Meeting will consist of the presence in person or by proxy of
the holders of record of one-third of the shares of a Portfolio outstanding and
entitled to vote at the Meeting. Whether or not a quorum is present at the
Meeting, if sufficient votes in favor of the position recommended by the Board
on any Proposal described in the Proxy Statement are not timely received, the
persons named as proxies may, but are under no obligation to, with no other
notice than announcement at the Meeting, propose and vote for one or more
adjournments of the Meeting for up to 120 days after the Record Date to permit
further solicitation of proxies. The Meeting may be adjourned with respect to
fewer than all the Proposals in the Proxy Statement and a stockholder vote may
be taken on any one or more of the Proposals prior to any adjournment if
sufficient votes have been received for approval thereof. Shares represented by
proxies indicating a vote contrary to the position recommended by a majority of
the Board on a Proposal will be voted against adjournment as to that Proposal.
Alliance has engaged [Computershare Fund Services, Inc., 280 Oser Avenue,
Hauppauge, New York 11788 to assist in soliciting proxies for the Meeting. It is
estimated that [Computershare] will receive a fee of $[___] from [_____] for its
services, to be paid by the Fund plus reimbursement of out-of-pocket expenses.
Part V - Other Information
- --------------------------
Officers of the Fund
--------------------
Certain information concerning the Fund's officers is set forth below. Each of
the Fund's officers is elected by the Board and serve for a term of one year and
until his or her successor is duly elected and qualifies.
Position(s)
Name, Address (Month and Year Principal Occupation during
and Date of Birth* Year First Elected) the past 5 years
- ------------------ ------------------- ----------------
Marc O. Mayer President and Chief See biography on page ____.
10/2/57 Executive Officer
11/03
Philip L. Kirstein Senior Vice President Senior Vice President and
5/29/45 and Independent Independent Compliance Officer of
Compliance Officer the AllianceBernstein Funds, with
10/04 which he has been associated
since October 2004. Prior
thereto, he was Of Counsel to
Kirkpatrick & Lockhart, LLP from
October 2003 to October 2004, and
General Counsel of Merrill Lynch
Investment Managers, L.P. since
prior to 2000 until March 2003.
Mark D. Gersten Treasurer and Chief Senior Vice President of Alliance
10/4/50 Financial Officer Global Investor Services, Inc.
11/97 ("AGIS"),** and a Vice President
of AllianceBernstein Investment
Research and Management, Inc.,**
with which he has been associated
since prior to 2000.
Thomas R. Manley Controller Vice President of ACMC,** with
8/3/51 4/99 which he has been associated
since prior to 2000.
Mark R. Manley Secretary Senior Vice President, Deputy
10/23/62 12/03 General Counsel and Chief
Compliance Officer of ACMC,**
with which he has been associated
since prior to 2000.
- ----------
* The address for the Funds' officers is 1345 Avenue of the Americas, New
York, New York 10105.
** An affiliate of the Fund.
Stock Ownership
Information regarding person(s) who owned of record or were known by the Fund to
beneficially own 5% or more of a Portfolio's shares (or class of shares, if
applicable) on [___] is provided in Appendix [E].
Information As To The Fund's Investment Adviser And Distributor
The 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 Fund. The 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 Fund does not hold stockholder meetings annually. Any stockholder who wishes
to submit a proposal to be considered at the 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 does not know of any matters properly to be presented at the Meeting
other than those mentioned in this Proxy Statement. If any other matters
properly come before the Meeting, the shares represented by proxies will be
voted with respect thereto in the discretion of the person or persons voting the
proxies.
Reports to Stockholders
The 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 Board of Directors,
Mark R. Manley
Secretary
September __, 2005
New York, New York
APPENDIX A
OUTSTANDING VOTING SHARES
A list of the outstanding voting shares for each of the Portfolios as of the
close of business on the Record Date is presented below. Each share is entitled
to cast one vote at the meeting.
Portfolio Name Number of Outstanding Shares
- -------------- ----------------------------
Americas Government Income Portfolio [__________]
Balanced Wealth Strategy Portfolio [__________]
Global Bond Portfolio [__________]
Global Dollar Government Portfolio [__________]
Global Technology Portfolio [__________]
Global Research Growth Portfolio [__________]
Growth Portfolio [__________]
Growth and Income Portfolio [__________]
High Yield Portfolio [__________]
International Portfolio [__________]
International Value Portfolio [__________]
Large Cap Growth Portfolio [__________]
Money Market Portfolio [__________]
Real Estate Investment Portfolio [__________]
Small Cap Growth Portfolio [__________]
Small/Mid Cap Value Portfolio [__________]
Total Return Portfolio [__________]
Utility Income Portfolio [__________]
U.S. Government/High Grade Securities [__________]
Portfolio
U.S. Large Cap Blended Style Portfolio [__________]
Value Portfolio [__________]
Wealth Appreciation Strategy Portfolio [__________]
Worldwide Privatization Portfolio [__________]
APPENDIX B
ADDITIONAL INFORMATION REGARDING DIRECTORS
Ownership in the Fund
- ---------------------
The dollar range of each Portfolio's 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
AllianceBernstein
Dollar Range of Equity Securities in a Fund Complex as of
Portfolio as of [insert applicable date] [insert applicable date]
---------------------------------------- ------------------------
Director
- --------
Ruth Block Americas Government [________] [________]
Income Portfolio
Balanced Wealth Strategy [________]
Portfolio
Global Bond Portfolio [________]
Global Dollar Government [________]
Portfolio
Global Technology [________]
Portfolio
Global Research Growth [________]
Portfolio
Growth Portfolio [________]
Growth and Income [________]
Portfolio
High Yield Portfolio [________]
International Portfolio [________]
International Value [________]
Portfolio
Large Cap Growth [________]
Portfolio
Money Market Portfolio [________]
Real Estate Investment [________]
Portfolio
Small Cap Growth [________]
Portfolio
Small/Mid Cap Value [________]
Portfolio
Total Return Portfolio [________]
Utility Income Portfolio [________]
U.S. Government/High [________]
Grade Securities
Portfolio
U.S. Large Cap Blended [________]
Style Portfolio
Value Portfolio [________]
Wealth Appreciation [________]
Strategy Portfolio
Worldwide Privatization [________]
Portfolio
David H. Dievler Americas Government [________] [________]
Income Portfolio
Balanced Wealth Strategy [________]
Portfolio
Global Bond Portfolio [________]
Global Dollar Government [________]
Portfolio
Global Technology [________]
Portfolio
Global Research Growth [________]
Portfolio
Growth Portfolio [________]
Growth and Income [________]
Portfolio
High Yield Portfolio [________]
International Portfolio [________]
International Value [________]
Portfolio
Large Cap Growth [________]
Portfolio
Money Market Portfolio [________]
Real Estate Investment [________]
Portfolio
Small Cap Growth [________]
Portfolio
Small/Mid Cap Value [________]
Portfolio
Total Return Portfolio [________]
Utility Income Portfolio [________]
U.S. Government/High [________]
Grade Securities
Portfolio
U.S. Large Cap Blended [________]
Style Portfolio
Value Portfolio [________]
Wealth Appreciation [________]
Strategy Portfolio
Worldwide Privatization [________]
Portfolio
John H. Dobkin Americas Government [________] [________]
Income Portfolio
Balanced Wealth Strategy [________]
Portfolio
Global Bond Portfolio [________]
Global Dollar Government [________]
Portfolio
Global Technology [________]
Portfolio
Global Research Growth [________]
Portfolio
Growth Portfolio [________]
Growth and Income [________]
Portfolio
High Yield Portfolio [________]
International Portfolio [________]
International Value [________]
Portfolio
Large Cap Growth [________]
Portfolio
Money Market Portfolio [________]
Real Estate Investment [________]
Portfolio
Small Cap Growth [________]
Portfolio
Small/Mid Cap Value [________]
Portfolio
Total Return Portfolio [________]
Utility Income Portfolio [________]
U.S. Government/High [________]
Grade Securities
Portfolio
U.S. Large Cap Blended [________]
Style Portfolio
Value Portfolio [________]
Wealth Appreciation [________]
Strategy Portfolio
Worldwide Privatization [________]
Portfolio
William H. Foulk, Jr. Americas Government [________] [________]
Income Portfolio
Balanced Wealth Strategy [________]
Portfolio
Global Bond Portfolio [________]
Global Dollar Government [________]
Portfolio
Global Technology [________]
Portfolio
Global Research Growth [________]
Portfolio
Growth Portfolio [________]
Growth and Income [________]
Portfolio
High Yield Portfolio [________]
International Portfolio [________]
International Value [________]
Portfolio
Large Cap Growth [________]
Portfolio
Money Market Portfolio [________]
Real Estate Investment [________]
Portfolio
Small Cap Growth [________]
Portfolio
Small/Mid Cap Value [________]
Portfolio
Total Return Portfolio [________]
Utility Income Portfolio [________]
U.S. Government/High [________]
Grade Securities
Portfolio
U.S. Large Cap Blended [________]
Style Portfolio
Value Portfolio [________]
Wealth Appreciation [________]
Strategy Portfolio
Worldwide Privatization [________]
Portfolio
Marshall C. Turner Americas Government [________] [________]
Income Portfolio
Balanced Wealth Strategy [________]
Portfolio
Global Bond Portfolio [________]
Global Dollar Government [________]
Portfolio
Global Technology [________]
Portfolio
Global Research Growth [________]
Portfolio
Growth Portfolio [________]
Growth and Income [________]
Portfolio
High Yield Portfolio [________]
International Portfolio [________]
International Value [________]
Portfolio
Large Cap Growth [________]
Portfolio
Money Market Portfolio [________]
Real Estate Investment [________]
Portfolio
Small Cap Growth [________]
Portfolio
Small/Mid Cap Value [________]
Portfolio
Total Return Portfolio [________]
Utility Income Portfolio [________]
U.S. Government/High [________]
Grade Securities
Portfolio
U.S. Large Cap Blended [________]
Style Portfolio
Value Portfolio [________]
Wealth Appreciation [________]
Strategy Portfolio
Worldwide Privatization [________]
Portfolio
Compensation from the Fund
- --------------------------
The aggregate compensation paid by the Fund to the Directors during the fiscal
year ended in 2004, the aggregate compensation paid to the Directors during
calendar year 2004 by all of the investment companies in the AllianceBernstein
Fund Complex, and the total number of investment companies in the
AllianceBernstein Fund Complex as to which the Directors are a director or
trustee and the number of investment portfolios as to which the Directors are
directors or trustees, are set forth below. Neither the Fund nor any other
investment company in the AllianceBernstein Fund Complex provides compensation
in the form of pension or retirement benefits to any of its directors.
Number of Number of
Investment Investment
Companies Portfolios within
in the the
Compensation AllianceBernstein AllianceBernstein
from the Fund Complex, Fund Complex,
Compensation from AllianceBernstein including the including the
the Fund during Fund Complex, Funds, as to which Funds, as to which
its Fiscal Year including the the Director is a the Director is a
Name of Director ended in 2004 Funds, during 2004 Director or Trustee Director or Trustee
- ---------------- ------------- ------------------ ------------------- -------------------
Ruth Block [$3,728] $223,200 39 105
David H. Dievler [$3,709] $268,250 41 107
John H. Dobkin [$3,896] $252,900 39 105
William H. Foulk, Jr [$6,339] $465,250 42 108
Marc O. Mayer $0 $0 37 82
Marshall C. Turner [$0] $25,350 1 1
APPENDIX C
GOVERNANCE AND NOMINATING COMMITTEE CHARTER
APPENDIX D
FORM OF ARTICLES OF AMENDMENT AND RESTATEMENT
APPENDIX E
STOCK OWNERSHIP
The following person(s) owned of record or were known by the Fund to
beneficially own 5% or more of the Fund's shares (or class of shares, if
applicable) as of August __, 2005.
Name and Address of Beneficial Owner
- ------------------------------------
Americas Government Income Portfolio
Class A
- -------
American International Life
Insurance Company of New York
ATTN: Ed Bacon
600 N. King Street
Wilmington, DE 19801-3708
Amount of Ownership 300,137
- -------------------
Percentage of Class 8.38%
- -------------------
AIG Life Insurance Company
ATTN: Ed Bacon
600 N. King Street
Wilmington, DE 19801-3722
Amount of Ownership 3,153,435
- -------------------
Percentage of Class 88.09%
- -------------------
Class B
- -------
Anchor National Life Insurance
Company
P.O. Box 54299
Los Angeles, CA 90054-0299
Amount of Ownership 882,833
- -------------------
Percentage of Class 99.43%
- -------------------
Balanced Wealth Strategy Portfolio
Class A
- -------
Alliance Capital Management LP
ATTN: Controller
1345 Avenue of the Americas
New York, NY 10105-0302
Amount of Ownership 855,997
- -------------------
Percentage of Class 100%
- -------------------
Class B
- -------
Hartford Life and Annuity
200 Hopmedow Street
P.O. Box 2999
Hartford, CT 06104-2999
Amount of Ownership 325,694
- -------------------
Percentage of Class 7.15%
- -------------------
Anchor National Life Insurance
Company
P.O. Box 54299
Los Angeles, CA 90054-0299
Amount of Ownership 4,075,565
- -------------------
Percentage of Class 89.43%
- -------------------
Global Bond Portfolio
Class A
- -------
National Union Fire Insurance
Company of Pittsburgh PA
ATTN: Bill Tucker
80 Pine Street, Floor 39
New York, NY 10005-1704
Amount of Ownership 1,047,567
- -------------------
Percentage of Class 23.45%
- -------------------
Keyport Life Insurance
ATTN: James Joseph
P.O. Box 9133
Wellesley Hills, MA 02481-9133
Amount of Ownership 1,269,117
- -------------------
Percentage of Class 28.41%
- -------------------
AIG Life Insurance Company
ATTN: Ed Bacon
600 N. King Street
Wilmington, DE 19801-3722
Amount of Ownership 1,437,807
- -------------------
Percentage of Class 32.18%
- -------------------
Class B
- -------
Hartford Life Separate
Account 1A
200 Hopmedow Street
P.O. Box 2999
Hartford, CT 06104-2999
Amount of Ownership 177,784
- -------------------
Percentage of Class 14.87%
- -------------------
Keyport Life Insurance
ATTN: James Joseph
P.O. Box 9133
Wellesley Hills, MA 02481-9133
Amount of Ownership 408,544
- -------------------
Percentage of Class 34.16%
- -------------------
Anchor National Life Insurance
Company
P.O. Box 54299
Los Angeles, CA 90054-0299
Amount of Ownership 539,792
- -------------------
Percentage of Class 45.14%
- -------------------
Global Dollar Government Portfolio
Class A
- -------
American International Life
Insurance Company of New York
ATTN: Ed Bacon
2727 A-Allen Parkway
Houston, TX 77019-2115
Amount of Ownership 172,986
- -------------------
Percentage of Class 10.59%
- -------------------
AIG Life Insurance Company
ATTN: Ed Bacon
600 N. King Street
Wilmington, DE 19801-3722
Amount of Ownership 1,399,944
- -------------------
Percentage of Class 85.72%
- -------------------
Class B
- -------
Anchor National Life Insurance
Company
P.O. Box 54299
Los Angeles, CA 90054-0299
Amount of Ownership 399,653
- -------------------
Percentage of Class 98.62%
- -------------------
Global Technology Portfolio
Class A
- -------
Merrill Lynch, Pierce, Fenner
& Smith, Inc.
For the Sole Benefit of its
Customers
4800 Deer Lake Dr. E
Jacksonville, FL 32246-6484
Amount of Ownership 342,754
- -------------------
Percentage of Class 5.08%
- -------------------
American International Life
Insurance Company of New York
ATTN: Ed Bacon
600 N. King Street
Wilmington, DE 19801-3708
Amount of Ownership 710,434
- -------------------
Percentage of Class 10.53%
- -------------------
Lincoln Life Variable Annuity
1300 S. Clinton Street
Ft. Wayne, IN 46802-3518
Amount of Ownership 1,475,433
- -------------------
Percentage of Class 21.86%
- -------------------
AIG Life Insurance Company
ATTN: Ed Bacon
600 N. King Street
Wilmington, DE 19801-3722
Amount of Ownership 3,809,550
- -------------------
Percentage of Class 56.45%
- -------------------
Class B
- -------
Allmerica Financial Life
Insurance & Annuity Company
Allmerica Financial Separate
Accounts
440 Lincoln Street
Mailstop S-310
Worcester, MA 01653-0001
Amount of Ownership 793,026
- -------------------
Percentage of Class 8.11%
- -------------------
Keyport Life Insurance
ATTN: James Joseph
P.O. Box 9133
Wellesley Hills, MA 02481-9133
Amount of Ownership 939,923
- -------------------
Percentage of Class 9.61%
- -------------------
AIG Life Insurance Company
ATTN: Ed Bacon
600 N. King Street
Wilmington, DE 19801-3722
Amount of Ownership 1,564,105
- -------------------
Percentage of Class 16.00%
- -------------------
Lincoln Life Variable Annuity
1300 S. Clinton Street
Ft. Wayne, IN 46802-3518
Amount of Ownership 3,598,783
- -------------------
Percentage of Class 36.81%
- -------------------
Global Research Growth Portfolio
Class A
- -------
Alliance Capital Management LP
ATTN: Controller
1345 Avenue of the Americas
New York, NY 10105-0302
Amount of Ownership 10,000
- -------------------
Percentage of Class 100%
- -------------------
Class B
- -------
Alliance Capital Management LP
ATTN: Controller
1345 Avenue of the Americas
New York, NY 10105-0302
Amount of Ownership 490,000
- -------------------
Percentage of Class 95.95%
- -------------------
Growth Portfolio
Class A
- -------
American International Life
Insurance Company of New York
ATTN: Ed Bacon
2727 A-Allen Parkway
Houston, TX 77019-2115
Amount of Ownership 791,278
- -------------------
Percentage of Class 12.29%
- -------------------
AIG Life Insurance Company
ATTN: Ed Bacon
600 N. King Street
Wilmington, DE 19801-3722
Amount of Ownership 4,480,519
- -------------------
Percentage of Class 69.59%
- -------------------
Class B
- -------
Lincoln Life Variable Annuity
1300 S. Clinton Street
Ft. Wayne, IN 46802-3518
Amount of Ownership 699,355
- -------------------
Percentage of Class 8.36%
- -------------------
Anchor National Life Insurance
Company
P.O. Box 54299
Los Angeles, CA 90054-0299
Amount of Ownership 934,570
- -------------------
Percentage of Class 11.17%
- -------------------
AIG Life Insurance Company
ATTN: Ed Bacon
600 N. King Street
Wilmington, DE 19801-3722
Amount of Ownership 2,770,308
- -------------------
Percentage of Class 33.10%
- -------------------
Allstate Life Insurance
Company
300 N. Milwaukee Avenue
Vernon Hills, IL 60061-1533
Amount of Ownership 3,049,892
- -------------------
Percentage of Class 36.44%
- -------------------
Growth and Income Portfolio
Class A
- -------
Merrill Lynch, Pierce, Fenner
& Smith, Inc.
For the Sole Benefit of its
Customers
4800 Deer Lake Dr. E
Jacksonville, FL 32246-6484
Amount of Ownership 1,509,846
- -------------------
Percentage of Class 6.05%
- -------------------
Lincoln Life Variable Annuity
1300 S. Clinton Street
Ft. Wayne, IN 46802-3518
Amount of Ownership 4,185,134
- -------------------
Percentage of Class 16.76%
- -------------------
ING Life Insurance and Annuity
Company
151 Farmington Avenue, #TN41
Hartford, CT 06156-0001
Amount of Ownership 4,663,625
- -------------------
Percentage of Class 18.68%
- -------------------
AIG Life Insurance Company
ATTN: Ed Bacon
600 N. King Street
Wilmington, DE 19801-3722
Amount of Ownership 9,104,940
- -------------------
Percentage of Class 36.47%
- -------------------
Class B
- -------
Travelers Insurance Company
1 Tower Square
ATTN: Shareholder Accounting
#6MS
Hartford, CT 06183-0001
Amount of Ownership 5,633,063
- -------------------
Percentage of Class 6.39%
- -------------------
Allmerica Financial Life
Insurance and Annuity Company
Allmerica Financial Separate
Accounts
440 Lincoln Street
Mailstop S-310
Worcester, MA 01653-0001
Amount of Ownership 7,230,526
- -------------------
Percentage of Class 8.21%
- -------------------
AIG Life Insurance Company
ATTN: Ed Bacon
600 N. King Street
Wilmington, DE 19801-3722
Amount of Ownership 7,701,909
- -------------------
Percentage of Class 8.74%
- -------------------
GE Life and Annuity Assurance
Company
6610 W. Broad Street
Richmond, VA 23230-1702
Amount of Ownership 7,836,572
- -------------------
Percentage of Class 8.90%
- -------------------
Lincoln Life Variable Annuity
1300 S. Clinton Street
Ft. Wayne, IN 46802-3518
Amount of Ownership 8,638,217
- -------------------
Percentage of Class 9.81%
- -------------------
Allstate Life Insurance
Company
300 N. Milwaukee Avenue
Vernon Hills, IL 60061-1533
Amount of Ownership 9,018,638
- -------------------
Percentage of Class 10.24%
- -------------------
IDS Life Insurance Corporation
1438 AXP Financial Center
Minneapolis, MN 55474-0014
Amount of Ownership 18,961,864
- -------------------
Percentage of Class 21.53%
- -------------------
High Yield Portfolio
Class A
- -------
American International Life
Insurance
Company of New York
ATTN: Ed Bacon
600 N. King Street
Wilmington, DE 19801-3708
Amount of Ownership 386,397
- -------------------
Percentage of Class 7.67%
- -------------------
AIG Life Insurance Company
ATTN: Ed Bacon
600 N. King Street
Wilmington, DE 19801-3722
Amount of Ownership 4,438,796
- -------------------
Percentage of Class 88.13%
- -------------------
Class B
- -------
Anchor National Life Insurance
Company
P.O. Box 54299
Los Angeles, CA 90054-0299
Amount of Ownership 1,587,726
- -------------------
Percentage of Class 99.96%
- -------------------
International Portfolio
Class A
- -------
American International Life
Insurance Company of New York
ATTN: Ed Bacon
2727 A-Allen Parkway
Houston, TX 77019-2115
Amount of Ownership 342,152
- -------------------
Percentage of Class 9.18%
- -------------------
AIG Life Insurance Company
ATTN: Ed Bacon
600 N. King Street
Wilmington, DE 19801-3722
Amount of Ownership 2,913,864
- -------------------
Percentage of Class 78.17%
- -------------------
Class B
- -------
Keyport Life Insurance
ATTN: James Joseph
P.O. Box 9133
Wellesley Hills, MA 02481-9133
Amount of Ownership 43,317
- -------------------
Percentage of Class 8.13%
- -------------------
Anchor National Life Insurance
Company
P.O. Box 54299
Los Angeles, CA 90054-0299
Amount of Ownership 487,739
- -------------------
Percentage of Class 91.51%
- -------------------
International Value Portfolio
Class A
- -------
Nationwide Insurance Co.
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Amount of Ownership 580,984
- -------------------
Percentage of Class 19.20%
- -------------------
AIG Life Insurance Company
ATTN: Ed Bacon
600 N. King Street
Wilmington, DE 19801-3722
Amount of Ownership 2,196,557
- -------------------
Percentage of Class 72.58%
- -------------------
Class B
- -------
American Enterprise Life
Insurance Company
1497 AXP Financial Center
Minneapolis, MN 55474-0014
Amount of Ownership 2,381,986
- -------------------
Percentage of Class 7.56%
- -------------------
IDS Life Insurance Corporation
1438 AXP Financial Center
Minneapolis, MN 55474-0014
Amount of Ownership 23,621,286
- -------------------
Percentage of Class 74.93%
- -------------------
Large Cap Growth Portfolio
Class A
- -------
Allmerica Financial Life
Insurance & Annuity Company
ATTN: Separate Accounts S-310
440 Lincoln Street
Worcester, MA 01653-0002
Amount of Ownership 1,290,661
- -------------------
Percentage of Class 5.34%
- -------------------
Keyport Life Insurance
ATTN: James Joseph
P.O. Box 9133
Wellesley Hills, MA 02481-9133
Amount of Ownership 1,575,836
- -------------------
Percentage of Class 6.52%
- -------------------
AIG Life Insurance Company
ATTN: Ed Bacon
600 N. King Street
Wilmington, DE 19801-3722
Amount of Ownership 5,728,109
- -------------------
Percentage of Class 23.70%
- -------------------
Merrill Lynch, Pierce, Fenner
& Smith, Inc.
For the Sole Benefit of its
Customers
4800 Deer Lake Dr. E
Jacksonville, FL 32246-6484
Amount of Ownership 11,900,905
- -------------------
Percentage of Class 49.24%
- -------------------
Class B
- -------
GE Life and Annuity Assurance
Company
6610 W. Broad Street
Richmond, VA 23230-1702
Amount of Ownership 1,384,354
- -------------------
Percentage of Class 5.69%
- -------------------
Lincoln Life Variable Annuity
1300 S. Clinton Street
Ft. Wayne, IN 46802-3518
Amount of Ownership 1,485,156
- -------------------
Percentage of Class 6.11%
- -------------------
Travelers Insurance Company
1 Tower Square
ATTN: Shareholder Accounting
#6MS
Hartford, CT 06183-0001
Amount of Ownership 1,660,144
- -------------------
Percentage of Class 6.83%
- -------------------
Allstate Life Insurance Compan y
300 N. Milwaukee Avenue
Vernon Hills, IL 60061-1533
Amount of Ownership 1,772,292
- -------------------
Percentage of Class 7.29%
- -------------------
Travelers Life & Annuity
Company
1 Tower Square
ATTN: Shareholder Accounting
#6MS
Hartford, CT 06183-0001
Amount of Ownership 1,977,404
- -------------------
Percentage of Class 8.13%
- -------------------
AIG Life Insurance Company
ATTN: Ed Bacon
600 N. King Street
Wilmington, DE 19801-3722
Amount of Ownership 2,919,109
- -------------------
Percentage of Class 12%
- -------------------
Allmerica Financial Life
Insurance and Annuity Company
Allmerica Financial Separate
Accounts
440 Lincoln Street
Mailstop S-310
Worcester, MA 01653-0001
Amount of Ownership 4,190,116
- -------------------
Percentage of Class 17.23%
- -------------------
Money Market Portfolio
Class A
- -------
American International Life
Insurance Company of New York
ATTN: Ed Bacon
2727 A-Allen Parkway
Houston, TX 77019-2115
Amount of Ownership 3,062,575
- -------------------
Percentage of Class 8.78%
- -------------------
Fortis Benefits
ATTN: Bruce Fiedler
P.O. Box 64284
St. Paul, MN 55164-0284
Amount of Ownership 7,286,860
- -------------------
Percentage of Class 20.89%
- -------------------
AIG Life Insurance Company
ATTN: Ed Bacon
600 N. King Street
Wilmington, DE 19801-3722
Amount of Ownership 22,747,783
- -------------------
Percentage of Class 65.20%
- -------------------
Class B
- -------
American International Life
Insurance Company of New York
ATTN: Ed Bacon
600 North King Street
Wilmington, DE 19801-3708
Amount of Ownership 2,245,521
- -------------------
Percentage of Class 9.57%
- -------------------
Anchor National Life Insurance
Company
P.O. Box 54299
Los Angeles, CA 90054-0299
Amount of Ownership 6,902,755
- -------------------
Percentage of Class 29.40%
- -------------------
AIG Life Insurance Company
ATTN: Ed Bacon
600 N. King Street
Wilmington, DE 19801-3722
Amount of Ownership 14,047,620
- -------------------
Percentage of Class 59.84%
- -------------------
Real Estate Investment Portfolio
Class A
- -------
American International Life
Insurance
Company of New York
ATTN: Ed Bacon
600 N. King Street
Wilmington, DE 19801-3708
Amount of Ownership 265,484
- -------------------
Percentage of Class 7.08%
- -------------------
Great West Life & Annuity
Insurance Company
FBO Schwab Annuities
8515 E. Orchard Road
ATTN: Investment Div. 2T2
Englewood, CO 80111-5002
Amount of Ownership 773,335
- -------------------
Percentage of Class 20.61%
- -------------------
AIG Life Insurance Company
ATTN: Ed Bacon
600 N. King Street
Wilmington, DE 19801-3722
Amount of Ownership 2,475,233
- -------------------
Percentage of Class 65.97%
- -------------------
Class B
- -------
Guardian Insurance & Annuity
Company, Inc.
3900 Burgess Place
Bethlehem, PA 18017-9097
Amount of Ownership 255,246
- -------------------
Percentage of Class 20.95%
- -------------------
Guardian Insurance & Annuity
Company, Inc.
3900 Burgess Place
Bethlehem, PA 18017-9097
Amount of Ownership 408,442
- -------------------
Percentage of Class 33.52%
- -------------------
Anchor National Life Insurance
Company
P.O. Box 54299
Los Angeles, CA 90054-0299
Amount of Ownership 553,543
- -------------------
Percentage of Class 45.42%
- -------------------
Small Cap Growth Portfolio
Class A
- -------
ING Life Insurance and Annuity
Company
151 Farmington Avenue, #TN41
Hartford, CT 06156-0001
Amount of Ownership 365,045
- -------------------
Percentage of Class 7.73%
- -------------------
American International Life
Insurance Company of New York
ATTN: Ed Bacon
600 N. King Street
Wilmington, DE 19801-3708
Amount of Ownership 434,960
- -------------------
Percentage of Class 9.21%
- -------------------
AIG Life Insurance Company
ATTN: Ed Bacon
600 N. King Street
Wilmington, DE 19801-3722
Amount of Ownership 3,582,728
- -------------------
Percentage of Class 75.84%
- -------------------
Class B
- -------
Sun Life Financial Futurity
Retirement Products & Services
P.O. Box 9134
Wellesley Hills, MA 02481-9134
Amount of Ownership 262,062
- -------------------
Percentage of Class 12.82%
- -------------------
GE Life and Annuity Assurance
Company
6610 W. Broad Street
Richmond, VA 23230-1702
Amount of Ownership 787,622
- -------------------
Percentage of Class 38.53%
- -------------------
Anchor National Life Insurance
Company
P.O. Box 54299
Los Angeles, CA 90054-0299
Amount of Ownership 965,570
- -------------------
Percentage of Class 47.23%
- -------------------
Small/Mid Cap Value Portfolio
Class A
- -------
Lincoln Life Variable Annuity
1300 S. Clinton Street
Ft. Wayne, IN 46802-3518
Amount of Ownership 2,900,910
- -------------------
Percentage of Class 38.35%
- -------------------
AIG Life Insurance Company
ATTN: Ed Bacon
600 N. King Street
Wilmington, DE 19801-3722
Amount of Ownership 3,525,537
- -------------------
Percentage of Class 46.60%
- -------------------
Class B
- -------
Nationwide Insurance Company
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Amount of Ownership 823,458
- -------------------
Percentage of Class 8.14%
- -------------------
Allmerica Financial Life
Insurance and Annuity Company
Allmerica Financial Separate
Accounts
440 Lincoln Street
Mailstop S-310
Worcester, MA 01653-0001
Amount of Ownership 1,288,363
- -------------------
Percentage of Class 12.73%
- -------------------
Anchor National Life Insurance
Company
P.O. Box 54299
Los Angeles, CA 90054-0299
Amount of Ownership 1,505,533
- -------------------
Percentage of Class 14.88%
- -------------------
Allstate Life Insurance
Company
300 N. Milwaukee Avenue
Vernon Hills, IL 60061-1533
Amount of Ownership 2,181,473
- -------------------
Percentage of Class 21.56%
- -------------------
Lincoln Life Variable Annuity
1300 S. Clinton Street
Ft. Wayne, IN 46802-3518
Amount of Ownership 2,834,573
- -------------------
Percentage of Class 28.01%
- -------------------
Total Return Portfolio
Class A
- -------
American International Life
Insurance Company of New York
ATTN: Ed Bacon
2727 A-Allen Parkway
Houston, TX 77019-2115
Amount of Ownership 622,396
- -------------------
Percentage of Class 6.39%
- -------------------
AIG Life Insurance Company
ATTN: Ed Bacon
600 N. King Street
Wilmington, DE 19801-3722
Amount of Ownership 8,550,186
- -------------------
Percentage of Class 87.74%
- -------------------
Class B
- -------
Anchor National Life Insurance
Company
P.O. Box 54299
Los Angeles, CA 90054-0299
Amount of Ownership 2,315,048
- -------------------
Percentage of Class 92.54%
- -------------------
Utility Income Portfolio
Class A
- -------
Great West Life & Annuity
Insurance Company
FBO Schwab Annuities
8515 E. Orchard Road
ATTN: Investment Div. 2T2
Englewood, CO 80111-5002
Amount of Ownership 203,153
- -------------------
Percentage of Class 6.67%
- -------------------
American International Life
Insurance Company of New York
ATTN: Ed Bacon
2727 A-Allen Parkway
Houston, TX 77019-2115
Amount of Ownership 208,008
- -------------------
Percentage of Class 6.83%
- -------------------
Great West Life & Annuity
Insurance Company
8515 E. Orchard Road
Greenwood Village, CO
80111-5002
Amount of Ownership 252,849
- -------------------
Percentage of Class 8.30%
- -------------------
AIG Life Insurance Company
ATTN: Ed Bacon
600 N. King Street
Wilmington, DE 19801-3722
Amount of Ownership 2,271,982
- -------------------
Percentage of Class 74.60%
- -------------------
Class B
- -------
Allstate Life Insurance
Company
300 N. Milwaukee Avenue
Vernon Hills, IL 60061-1533
Amount of Ownership 50,847
- -------------------
Percentage of Class 12.62%
- -------------------
Anchor National Life Insurance
Company
P.O. Box 54299
Los Angeles, CA 90054-0299
Amount of Ownership 348,398
- -------------------
Percentage of Class 86.46%
- -------------------
U.S. Government/High Grade
Securities Portfolio
Class A
- -------
American International Life
Insurance Company of New York
ATTN: Ed Bacon
2727 A-Allen Parkway
Houston, TX 77019-2115
Amount of Ownership 795,852
- -------------------
Percentage of Class 10.24%
- -------------------
AIG Life Insurance Company
ATTN: Ed Bacon
600 N. King Street
Wilmington, DE 19801-3722
Amount of Ownership 6,568,020
- -------------------
Percentage of Class 84.48%
- -------------------
Class B
- -------
AIG Life Insurance Company
ATTN: Ed Bacon
600 N. King Street
Wilmington, DE 19801-3722
Amount of Ownership 257,274
- -------------------
Percentage of Class 11.65%
- -------------------
American Enterprise Life
Insurance Company
Minneapolis, MN 55474-0001
Amount of Ownership 328,923
- -------------------
Percentage of Class 14.89%
- -------------------
Anchor National Life Insurance
Company
P.O. Box 54299
Los Angeles, CA 90054-0299
Amount of Ownership 1,600,416
- -------------------
Percentage of Class 72.45%
- -------------------
U.S. Large Cap Blended Style
Portfolio
Class A
- -------
Alliance Capital Management LP
ATTN: Controller
1345 Avenue of the Americas
New York, NY 10105-0302
Amount of Ownership 100,591
- -------------------
Percentage of Class 100%
- -------------------
Class B
- -------
AIG Life Insurance Company
ATTN: Ed Bacon
600 N. King Street
Wilmington, DE 19801-3722
Amount of Ownership 202,681
- -------------------
Percentage of Class 15.91%
- -------------------
Anchor National Life Insurance
Company
P.O. Box 54299
Los Angeles, CA 90054-0299
Amount of Ownership 1,068,042
- -------------------
Percentage of Class 83.82%
- -------------------
Value Portfolio
Class A
- -------
Alliance Capital Management LP
ATTN: Controller
1345 Avenue of the Americas
New York, NY 10105-0302
Amount of Ownership 466
- -------------------
Percentage of Class 10.15%
- -------------------
Merrill Lynch, Pierce, Fenner
& Smith, Inc.
For the Sole Benefit of its
Customers
4800 Deer Lake Dr. E
Jacksonville, FL 32246-6484
Amount of Ownership 4,121
- -------------------
Percentage of Class 89.85%
- -------------------
Class B
- -------
Hartford Life and Annuity
200 Hopmedow Street
P.O. Box 2999
Hartford, CT 06104-2999
Amount of Ownership 797,277
- -------------------
Percentage of Class 5.86%
- -------------------
ING USA Annuity and Life
Insurance Company
1475 Dunwoody Dr.
West Chester, PA 19380-1478
Amount of Ownership 883,763
- -------------------
Percentage of Class 6.49%
- -------------------
Allmerica Financial Life
Insurance and Annuity Company
Allmerica Financial Separate
Accounts
440 Lincoln Street
Mailstop S-310
Worcester, MA 01653-0001
Amount of Ownership 1,075,262
- -------------------
Percentage of Class 7.90%
- -------------------
Anchor National Life Insurance
Company
P.O. Box 54299
Los Angeles, CA 90054-0299
Amount of Ownership 2,338,174
- -------------------
Percentage of Class 17.17%
- -------------------
AIG Life Insurance Company
ATTN: Ed Bacon
600 N. King Street
Wilmington, DE 19801-3722
Amount of Ownership 6,032,418
- -------------------
Percentage of Class 44.31%
- -------------------
Wealth Appreciation Strategy
Portfolio
Class A
- -------
Alliance Capital Management LP
ATTN: Controller
1345 Avenue of the Americas
New York, NY 10105-0302
Amount of Ownership 554,644
- -------------------
Percentage of Class 100%
- -------------------
Class B
Anchor National Life Insurance
Company
P.O. Box 54299
Los Angeles, CA 90054-0299
Amount of Ownership 2,034,138
- -------------------
Percentage of Class 99.39%
- -------------------
Worldwide Privatization
Portfolio
Class A
- -------
American International Life
Insurance
Company of New York
ATTN: Ed Bacon
2727 A-Allen Parkway
Houston, TX 77019-2115
Amount of Ownership 231,182
- -------------------
Percentage of Class 11.13%
- -------------------
AIG Life Insurance Company
ATTN: Ed Bacon
600 N. King Street
Wilmington, DE 19801-3722
Amount of Ownership 1,605,200
- -------------------
Percentage of Class 77.28%
- -------------------
Class B
Keyport Life Insurance
ATTN: James Joseph
P.O. Box 9133
Wellesley Hills, MA 02481-9133
Amount of Ownership 238,726
- -------------------
Percentage of Class 25.06%
- -------------------
Anchor National Life Insurance
Company
P.O. Box 54299
Los Angeles, CA 90054-0299
Amount of Ownership 239,454
- -------------------
Percentage of Class 25.14%
- -------------------
Sun Life Financial Futurity
Retirement Products & Services
P.O. Box 9134
Wellesley Hills, MA 02481-9134
Amount of Ownership 418,215
- -------------------
Percentage of Class 43.90%
- -------------------
ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
Americas Government Income Portfolio Large Cap Growth Portfolio
Balanced Wealth Strategy Portfolio Money Market Portfolio
Global Bond Portfolio Real Estate Investment Portfolio
Global Dollar Government Portfolio Small Cap Growth Portfolio
Global Technology Portfolio Small/Mid Cap Value Portfolio
Global Research Growth Portfolio Total Return Portfolio
Growth Portfolio Utility Income Portfolio
Growth and Income Portfolio U.S. Government/High Grade Securities
High Yield Portfolio Portfolio
International Portfolio U.S. Large Cap Blended Style Portfolio
International Value Portfolio Value Portfolio
Wealth Appreciation Strategy Portfolio
Worldwide Privatization Portfolio
[LOGO OF ALLIANCE CAPITAL]
Alliance Capital Management L.P.
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT September __, 2005
FORM OF
PROXY ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC. PROXY
JOINT ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 15, 2005
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARDS OF DIRECTORS OF THE
ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC. 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 Variable Products Series Fund, Inc. (the "Fund") 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 terms of each of which are
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
ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
Americas Government Income Portfolio
Balanced Wealth Strategy Portfolio
Global Bond Portfolio
Global Dollar Government Portfolio
Global Technology Portfolio
Global Research Growth Portfolio
Growth Portfolio Growth and Income Portfolio
High Yield Portfolio
International Portfolio
International Value Portfolio
Large Cap Growth Portfolio
Money Market Portfolio
Real Estate Investment Portfolio
Small Cap Growth Portfolio
Small/Mid Cap Value Portfolio
Total Return Portfolio
Utility Income Portfolio
U.S. Government/High Grade Securities Portfolio
U.S. Large Cap Blended Style Portfolio
Value Portfolio
Wealth Appreciation Strategy Portfolio
Worldwide Privatization Portfolio
PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:[_]
[_] To vote FOR all proposals for all Portfolios mark this box. No other vote is
necessary.
For Withhold For All
All All Except
1. To elect Directors / / / / / /
of the Fund
01. Ruth Block 05. Marc O. Mayer
02. David H. Dievler 06. Marshall C. Turner, Jr.
03. John H. Dobkin
04. William H. Foulk, 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 Against Abstain
2. To approve the amendment and / / / / / /
restatement of the Fund's charter,
which will repeal in its 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 Portfolios
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 Portfolios except Americas Government Income Portfolio, Global Bond
Portfolio, and Global Dollar Government Portfolio
For Against Abstain
3.b. Issuing Senior Securities / / / / / /
and Borrowing Money.
All Portfolios
For Against Abstain
3.c. Underwriting Securities. / / / / / /
Global Research Growth Portfolio, Global Technology Portfolio, Growth Portfolio,
Growth and Income Portfolio, High Yield Portfolio, International Portfolio,
Large Cap Growth Portfolio, Money Market Portfolio, Small Cap Growth Portfolio,
Total Return Portfolio, U.S. Government/High Grade Securities Portfolio, and
U.S. Large Cap Blended Style Portfolio
For Against Abstain
3.d. Concentration of Investments. / / / / / /
All Portfolios
For Against Abstain
3.e. Real Estate and Companies / / / / / /
that Deal in Real Estate.
All Portfolios
For Against Abstain
3.f. Commodity Contracts and / / / / / /
Futures Contracts.
All Portfolios except Global Technology Portfolio
For Against Abstain
3.g. Loans. / / / / / /
All Portfolios
For Against Abstain
3.h. Joint Securities Trading / / / / / /
Accounts.
Americas Government Income Portfolio, Global Bond Portfolio, Global Technology
Portfolio, High Yield Portfolio, Real Estate Investment Portfolio, Small Cap
Growth Portfolio, Utility Income Portfolio, U.S. Government/High Grade
Securities Portfolio, and Worldwide Privatization Portfolio
For Against Abstain
3.i. Exercising Control. / / / / / /
All Portfolios except Global Research Growth Portfolio, Growth Portfolio, and
U.S. Large Cap Blended Style Portfolio
For Against Abstain
3.j. Other Investment Companies. / / / / / /
Americas Government Income Portfolio, Global Bond Portfolio, Global Research
Growth Portfolio, Global Technology Portfolio, Growth and Income Portfolio, High
Yield Portfolio, International Portfolio, Money Market Portfolio, Total Return
Portfolio, Utility Income Portfolio, and U.S. Government/High Grade Securities
Portfolio
For Against Abstain
3.k. Oil, Gas, and Other / / / / / /
Types of Mineral Leases.
Americas Government Income Portfolio, Global Bond Portfolio, Global Dollar
Government Portfolio, Global Technology Portfolio, Money Market Portfolio, Real
Estate Investment Portfolio, Utility Income Portfolio, and Worldwide
Privatization Portfolio
For Against Abstain
3.l. Purchases of Securities on / / / / / /
Margin.
All Portfolios except Balanced Wealth Strategy Portfolio, Global Research Growth
Portfolio, Growth Portfolio, Growth and Income Portfolio, International Value
Portfolio, Large Cap Growth Portfolio, Money Market Portfolio, Small/Mid Cap
Value Portfolio, Value Portfolio, and Wealth Appreciation Strategy Portfolio
For Against Abstain
3.m. Short Sales. / / / / / /
All Portfolios except Balanced Wealth Strategy Portfolio, Global Research Growth
Portfolio, Growth Portfolio, Growth and Income Portfolio, International Value
Portfolio, Small/Mid Cap Value Portfolio, U.S. Large Cap Blended Style
Portfolio, Value Portfolio, and Wealth Appreciation Strategy Portfolio
For Against Abstain
3.n. Pledging, Hypothecating, / / / / / /
Mortgaging or Otherwise
Encumbering Assets.
All Portfolios except Growth Portfolio and Utility Income Portfolio
For Against Abstain
3.o. Illiquid Securities and / / / / / /
Restricted Securities.
Global Bond Portfolio, Global Technology Portfolio, Growth and Income Portfolio,
High Yield Portfolio, International Portfolio, Large Cap Growth Portfolio, Money
Market Portfolio, Total Return Portfolio, and U.S. Government/High Grade
Securities Portfolio
For Against Abstain
3.p. Warrants. / / / / / /
Americas Government Income Portfolio and Global Bond Portfolio
For Against Abstain
3.q. Unseasoned Companies. / / / / / /
Global Technology Portfolio
For Against Abstain
3.r. Requirement to Invest in / / / / / /
Specific Investments.
Large Cap Growth Portfolio
For Against Abstain
3.s. 65% Investment Limitation. / / / / / /
U.S. Government/High Grade Securities Portfolio, Utility Income Portfolio, and
Worldwide Privatization Portfolio
For Against Abstain
3.t. Securities of Issuers in which / / / / / /
Officers or Directors/Partners
Have an Interest.
Global Technology Portfolio, Growth and Income Portfolio, International
Portfolio, Large Cap Growth Portfolio, Money Market Portfolio and Total Return
Portfolio
For Against Abstain
3.u. Option Transactions. / / / / / /
Amercias Government Income Portfolio, Global Technology Portfolio, Large Cap
Growth Portfolio and Money Market Portfolio
For Against Abstain
3.v. Purchasing Voting or Other / / / / / /
Securities.
Growth and Income Portfolio, High Yield Portfolio, International Portfolio,
Large Cap Growth Portfolio, Money Market Portfolio, Total Return Portfolio, U.S.
Government/High Grade Securities Portfolio, and Utility Income Portfolio
For Against Abstain
3.w. Repurchase Agreements. / / / / / /
Growth and Income Portfolio, High Yield Portfolio, International Portfolio,
Large Cap Growth Portfolio, Money Market Portfolio, Total Return Portfolio, and
U.S. Government/High Grade Securities Portfolio
For Against Abstain
3.x. Securities with Maturities / / / / / /
Greater than One Year.
Money Market Portfolio
For Against Abstain
3.y. Acquisitions of Certain / / / / / /
Preferred Stock and Debt
Securities.
High Yield Portfolio, and U.S. Government/High Grade Securities Portfolio
For Against Abstain
3.z. Investments in Government / / / / / /
Securities Consistant with
Internal Revenue Code
Requirements
U.S. Government/High Grade Securities Portfolio
4.
For Against Abstain
4.a. The Reclassification of a / / / / / /
Portfolio's Fundamental
Investment Objective as
Non-fundamental with no Changes
to Investment Objective.
Americas Government Income Portfolio, Balanced Wealth Strategy Portfolio, Global
Bond Portfolio, Global Dollar Government Portfolio, Global Technology Portfolio,
Global Research Growth Portfolio, High Yield Portfolio, International Value
Portfolio, Money Market Portfolio, Small/Mid Cap Value Portfolio, U.S.
Government/High Grade Securities Portfolio, U.S. Large Cap Blended Style
Portfolio, Value Portfolio and Wealth Appreciation Strategy Portfolio
4.b. The Reclassification as
Non-fundamental and Changes to
Specific Portfolios Investment
Objectives.
For Against Abstain
1. Growth Portfolio / / / / / /
2. Growth and Income Portfolio / / / / / /
3. International Portfolio / / / / / /
4. Large Cap Growth Portfolio / / / / / /
5. Real Estate Investment Portfolio / / / / / /
6. Small Cap Growth Portfolio / / / / / /
7. Total Return Portfolio / / / / / /
8. Utility Income Portfolio / / / / / /
9. Worldwide Privatization Portfolio / / / / / /
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 #592027