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. )
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|_| Preliminary Proxy Statement
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|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Section 240.14a-12
AllianceBernstein Greater China '97 Fund, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
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SK 00250 0451 1126816
THE ALLIANCEBERNSTEIN FUNDS
1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
September 21, 2010
Dear Stockholders:
The Boards of Directors/Trustees (the "Directors") of the AllianceBernstein
Funds listed in the accompanying Notice of Joint Annual Meeting of Stockholders
(each, a "Fund" and, collectively, the "Funds") are pleased to invite you to
the Joint Annual Meeting of Stockholders (the "Meeting") to be held on
November 5, 2010. The accompanying Notice of Joint Annual Meeting of
Stockholders and Proxy Statement present several proposals to be considered at
the Meeting.
At the Meeting, stockholders or shareholders (the "stockholders") of each Fund
will be asked to elect Directors of that Fund. The stockholders of certain
Funds are also being asked to approve one or more proposals specific to these
Funds, as explained in the attached Proxy Statement. These proposals include
amendments to the investment advisory agreements of certain Funds, updating and
standardizing the governing documents of certain Funds, amending fundamental
commodities policies of certain Funds, and reclassifying the investment
objectives of certain Funds as non-fundamental. We believe that these
amendments will benefit each Fund and its stockholders.
The Directors have concluded that the proposals are in the best interests of
each Fund and unanimously recommend that you vote "FOR" each of the proposals
that apply to the Fund or Funds in which you hold shares.
We welcome your attendance at the Meeting. If you are unable to attend, we
encourage you to vote by proxy. Broadridge Financial Solutions, Inc.
("Broadridge"), a proxy solicitation firm, has been selected to assist
stockholders in the proxy solicitation process. If we have not received your
proxy as the date of the Meeting approaches, you may receive a telephone call
from Broadridge reminding you to authorize the proxy holders to cast your
votes. No matter how many shares you own, your vote is important.
Sincerely,
Robert M. Keith
President
QUESTIONS AND ANSWERS
THE ALLIANCEBERNSTEIN FUNDS
PROXY
Q. WHY DID YOU SEND ME THIS BOOKLET?
A. This booklet contains the Notice of Joint Annual Meeting of Stockholders
(the "Notice") and Proxy Statement that provides you with information you
should review before voting on the proposals that will be presented at the
Annual Meeting of Stockholders (the "Meeting") for the AllianceBernstein
Funds listed in the accompanying notice (each, a "Fund" and, collectively,
the "Funds"). You are receiving these proxy materials because you either own
shares of a Fund's stock or shares of beneficial interest in a Fund (we
refer to both as "shares" and to the holders of shares as "stockholders").
As a stockholder, you have the right to vote for the election of Directors
or Trustees of a Fund and on the various proposals concerning your
investment in a Fund.
Q. WHO IS ASKING FOR MY VOTE?
A. The Board of Directors/Trustees of a Fund (each, a "Board" and, collectively
the "Boards") is asking you to vote at the Meeting. In this Proxy Statement,
we will refer to both Directors and Trustees, individually, as a "Director"
or, collectively, as the "Directors." Details regarding the proposals are
further explained in the Proxy Statement. A summary of the proposals is as
follows:
The first proposal is to elect Directors for each Fund. All Fund
stockholders will be asked to vote on this proposal.
We are also asking for your approval of several other proposals. As more
fully explained in the Proxy Statement, not all of these proposals apply to
each Fund. These proposals include the approval of:
. Amendment of the investment advisory agreements for certain of the Funds;
. Amendment of the Declarations of Trust for certain of the Funds that are
organized as Massachusetts Business Trusts;
. Amendment and Restatement of the Charters for certain of the Funds that
are organized as Maryland corporations;
. Amendment of the fundamental policies regarding commodities of certain of
the Funds; and
. Reclassification of certain of the Funds' fundamental investment
objectives as non-fundamental.
Q. HOW DO THE BOARDS RECOMMEND I VOTE?
A. The Boards recommend that you vote FOR each of the nominees and FOR all
proposals.
Q. WHO IS ELIGIBLE TO VOTE?
A. Stockholders of record at the close of business on September 9, 2010 (the
"Record Date") are entitled to vote at the Meeting or any adjournment or
postponement of the Meeting. You will be entitled to vote only on those
proposals that apply to the Fund of which you were a stockholder on the
Record Date. If you owned shares on the Record Date, you have the right to
vote even if you later redeemed the shares.
Q. WHAT ROLE DO THE BOARDS PLAY?
A. The business and affairs of each Fund are managed under the direction of
that Fund's Board. Each of the Directors has an obligation to act in what he
or she believes to be the best interests of a Fund, including approving and
recommending the proposals in the Proxy Statement. The background of each
nominee for Director is described in the Proxy Statement.
Q. WHY ARE THE BOARDS PROPOSING TO AMEND THE INVESTMENT ADVISORY AGREEMENTS OF
CERTAIN FUNDS?
A. The first proposed amendment relates to the calculation of the investment
advisory fees for certain Funds. The standard investment advisory agreements
between the Funds' adviser, AllianceBernstein L.P. (the "Adviser") and most
of the Funds provide that the advisory fee rate is calculated as a
percentage of average daily net assets. Certain of the Funds' agreements
vary from this standard and provide that the fee rate is calculated as a
percentage of net assets at the end of the preceding calendar quarter. We
are proposing to amend the agreements that vary from the standard so that
the agreements provide that the advisory fee rate will be calculated as a
percentage of average daily net assets. This amendment would eliminate
disparities between the contractual fee rate and the effective fee rate that
result from the calculation of the fee rate as of the end of each preceding
calendar quarter.
The second proposed amendment relates to the reimbursement to the Adviser of
its costs of providing certain administrative services to a Fund at the
request of the Fund. The standard investment advisory agreements for the
Funds provide for the reimbursement to the Adviser of these costs. One
Fund's agreement does not include this provision. We are proposing to amend
the agreement that varies from the standard agreements to provide for the
reimbursement to the Adviser of these costs.
Q. WHY ARE THE BOARDS PROPOSING THE AMENDMENT OF THE DECLARATIONS OF TRUST OF
CERTAIN FUNDS THAT ARE ORGANIZED AS MASSACHUSETTS BUSINESS TRUSTS?
A. Several of the Funds are organized under Massachusetts law as Massachusetts
Business Trusts. Currently, the declarations of trust of certain of these
Funds require a stockholder vote to amend the declarations, except in
certain limited situations. We are proposing to amend the declarations to
provide the Directors with broad authority to amend the declarations without
a vote of stockholders. By allowing future amendments of a declaration
without stockholder approval, this proposal removes limits on the Directors'
authority to take actions that would
benefit the Funds. In connection with this proposal, the Directors approved
certain amendments to the declarations to take effect if stockholders
approve the proposal. These amendments would eliminate stockholder votes on
reorganization or merger, termination of a trust, and liquidation of a class
or series, as applicable. These amendments are intended to enable the
Directors to take actions that would be in the best interests of the Funds
without the cost and delay of obtaining a stockholder vote. The Directors
also approved certain other amendments to the declarations, as described in
the Proxy Statement to improve the efficient management of the Funds.
Q. WHY ARE THE BOARDS PROPOSING THE AMENDMENT AND RESTATEMENT OF THE CHARTER OF
CERTAIN OF THE FUNDS THAT ARE ORGANIZED AS MARYLAND CORPORATIONS?
A. Most of the Funds are organized under Maryland law. We are proposing the
amendment and restatement of the charters of certain Funds that are Maryland
corporations for your approval in order to modernize and standardize these
documents and to facilitate more efficient management of the Funds by giving
them greater flexibility as permitted under Maryland law.
Q. WHY ARE THE BOARDS PROPOSING TO AMEND CERTAIN OF THE FUNDS' FUNDAMENTAL
POLICIES REGARDING COMMODITIES?
A. Certain policies are required by the federal law applicable to mutual funds
to be fundamental, meaning they cannot be changed without a stockholder
vote. We are proposing to amend the Funds' fundamental policies regarding
commodities and adopt a more flexible policy that will reference applicable
law. The proposed amendment is intended to clarify that the Funds may
continue to be able to engage in current investment practices as approved by
the Directors, regardless of changes in applicable law, including changes as
a result of recent financial reform legislation. The revised policy will not
change the way the Funds are managed.
Q. WHY ARE THE BOARDS PROPOSING TO RECLASSIFY CERTAIN OF THE FUNDS' FUNDAMENTAL
INVESTMENT OBJECTIVES?
A. A Fund's investment objective is not required to be fundamental under
applicable law. We propose the reclassification of certain Funds'
fundamental investment objectives as non-fundamental, similar to most of the
other Funds, to provide each Fund with the flexibility to respond to market
changes by changing its investment objective without incurring the expense
and delay of seeking a stockholder vote. The reclassification would permit a
Fund to revise its investment objective in the event the Board determines
that such a change would be in the best interests of the Fund in light of
the facts and circumstances, including market conditions or trends. Any
subsequent change in a Fund's investment objective would be subject to prior
approval by the Board of that Fund. Stockholders will be given at least 60
days notice prior to the implementation of a material change in an
investment objective.
Q. WHY ARE THERE SO MANY PROPOSALS FOR MULTIPLE FUNDS IN ONE PROXY STATEMENT?
A. The Funds are intended to offer a broad range of investment opportunities to
investors and the Funds have over 3 million stockholders. We have included
all of our proposals in one Proxy Statement to reduce costs. More tailored
Proxy Statements would increase printing and mailing costs. We recognize
that the Proxy Statement is lengthy and have endeavored to make it as simple
and understandable as possible. One way to approach it is for you to
identify your Fund below and, when reviewing Part I and Part II of the Proxy
Statement, only read the proposals applicable to your Fund. Another way is
for you to use the Proxy Card, which is included in the materials being sent
to you, to identify the proposals applicable to your Fund and only read
those parts of the Proxy Statement.
Q. HOW CAN I AUTHORIZE PROXIES TO CAST MY VOTE?
A. Please follow the instructions included on the enclosed Proxy Card.
Q. WHAT IF I WANT TO REVOKE MY PROXY?
A. You can revoke your proxy at any time prior to its exercise (i) by giving
written notice to the Secretary of a Fund at 1345 Avenue of the Americas,
New York, New York 10105, (ii) by authorizing a later-dated proxy (either by
signing and submitting another proxy card or by calling (866) 451-3783) or
(iii) by personally voting at the Meeting.
Q. WHOM DO I CALL IF I HAVE QUESTIONS REGARDING THE PROXY?
A. Please call (866) 451-3783 if you have questions.
THE ALLIANCEBERNSTEIN FUNDS
- --------------------------------------------------------------------------------
1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
- --------------------------------------------------------------------------------
NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS
SCHEDULED FOR NOVEMBER 5, 2010
To the Stockholders of the AllianceBernstein Funds:
Notice is hereby given that a Joint Annual Meeting of Stockholders (the
"Meeting") of the AllianceBernstein Funds listed on the reverse side of this
notice (individually, a "Fund", and, collectively, the "Funds"), will be held
at the offices of the Funds, 1345 Avenue of the Americas, 41st Floor, New York,
New York 10105, on November 5, 2010, at 3:00 p.m., Eastern Time, to consider
and vote on the following proposals, all of which are more fully described in
the accompanying Proxy Statement dated September 21, 2010:
1. The election of Directors or Trustees (both referred to herein as
"Directors") for a Fund, each such Director to serve for a term of
indefinite duration and until his or her successor is duly elected and
qualifies.
2. The amendment of the Investment Advisory Agreements for certain of the
Funds.
3. The amendment of the Declarations of Trusts for certain of the Funds
that are organized as Massachusetts Business Trusts.
4. The amendment and restatement of the charters for certain of the Funds
that are organized as Maryland corporations, which will repeal in their
entirety all of the currently existing charter provisions and substitute
in lieu thereof the new provisions set forth in the Form of Articles of
Amendment and Restatement attached to the accompanying Proxy statement
as Appendix C.
5. The amendment of certain of the Funds' fundamental policies regarding
commodities.
6. The reclassification of certain of the Funds' fundamental investment
objectives as non-fundamental.
7. To transact such other business as may properly come before the Meeting
and any adjournments or postponements thereof.
Any stockholder of record of a Fund at the close of business on September 9,
2010 is entitled to notice of, and to vote at, the Meeting or any postponement
or adjournment thereof. The enclosed proxy is being solicited on behalf of the
Board of Directors of each Fund.
By Order of the Boards of Directors,
Emilie D. Wrapp
Secretary
New York, New York
September 21, 2010
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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 proxies to cast your vote. To do so, please follow the
instructions on the enclosed Proxy Card. Your vote is very important no matter
how many shares you own. Please mark and mail your proxy promptly in order to
save the Funds any additional cost of further proxy solicitation and in order
for the Meeting to be held as scheduled.
- --------------------------------------------------------------------------------
AllianceBernstein(R) and the AB Logo are registered trademarks and service
marks used by permission of the owner, AllianceBernstein L.P.
AllianceBernstein Balanced Shares, Inc. ("ABS") AllianceBernstein Growth and Income Fund,
Inc. ("AGIF")
AllianceBernstein Blended Style Series, Inc.
("ABSS") AllianceBernstein High Income Fund, Inc.
- -U.S. Large Cap Portfolio ("AHIF")
- -AllianceBernstein 2000 Retirement Strategy
- -AllianceBernstein 2005 Retirement Strategy AllianceBernstein International Growth Fund,
- -AllianceBernstein 2010 Retirement Strategy Inc. ("AIGF")
- -AllianceBernstein 2015 Retirement Strategy
- -AllianceBernstein 2020 Retirement Strategy AllianceBernstein Large Cap Growth Fund, Inc.
- -AllianceBernstein 2025 Retirement Strategy ("ALCGF")
- -AllianceBernstein 2030 Retirement Strategy
- -AllianceBernstein 2035 Retirement Strategy AllianceBernstein Municipal Income Fund, Inc.
- -AllianceBernstein 2040 Retirement Strategy ("AMIF")
- -AllianceBernstein 2045 Retirement Strategy -California Portfolio
- -AllianceBernstein 2050 Retirement Strategy -AllianceBernstein High Income Municipal
- -AllianceBernstein 2055 Retirement Strategy Portfolio
-National Portfolio
AllianceBernstein Bond Fund, Inc. ("ABF") -New York Portfolio
- -AllianceBernstein Intermediate Bond Portfolio
- -AllianceBernstein Bond Inflation Strategy AllianceBernstein Municipal Income Fund II
- -AllianceBernstein Multi-Asset Inflation Strategy ("AMIF II")
- -AllianceBernstein Municipal Bond Inflation -Arizona Portfolio
Strategy -Massachusetts Portfolio
-Michigan Portfolio
AllianceBernstein Cap Fund, Inc. ("ACF") -Minnesota Portfolio
- -AllianceBernstein Small Cap Growth Portfolio -New Jersey Portfolio
- -AllianceBernstein U.S. Strategic Research -Ohio Portfolio
Portfolio -Pennsylvania Portfolio
- -AllianceBernstein Market Neutral Strategy - -Virginia Portfolio
U.S.
- -AllianceBernstein Market Neutral Strategy - AllianceBernstein Small/Mid Cap Growth
Global Fund, Inc. ("ASMCGF")
AllianceBernstein Core Opportunities Fund, Inc. AllianceBernstein Trust ("ABT")
("ACOF") -AllianceBernstein Value Fund
-AllianceBernstein Small/Mid Cap Value Fund
AllianceBernstein Corporate Shares ("ACS") -AllianceBernstein International Value Fund
- -AllianceBernstein Corporate Income Shares -AllianceBernstein Global Value Fund
- -AllianceBernstein Municipal Income Shares
- -AllianceBernstein Taxable Multi-Sector Income The AllianceBernstein Portfolios ("TAP")
Shares -AllianceBernstein Growth Fund
-AllianceBernstein Conservative Wealth
AllianceBernstein Diversified Yield Fund, Inc. Strategy
("ADYF") -AllianceBernstein Tax-Managed Conservative
Wealth Strategy
AllianceBernstein Equity Income Fund, Inc. -AllianceBernstein Balanced Wealth Strategy
("AEIF") -AllianceBernstein Tax-Managed Balanced
Wealth Strategy
AllianceBernstein Exchange Reserves ("AEXR") -AllianceBernstein Wealth Appreciation
Strategy
AllianceBernstein Fixed-Income Shares, Inc. -AllianceBernstein Tax-Managed Wealth
("AFIS") Appreciation Strategy
- -Government STIF Portfolio
AllianceBernstein Global Bond Fund, Inc.
("AGBF")
AllianceBernstein Global Growth Fund, Inc.
("AGGF")
AllianceBernstein Global Real Estate Investment
Fund, Inc. ("AGREIF")
AllianceBernstein Global Thematic Growth Fund,
Inc. ("AGTGF")
AllianceBernstein Greater China '97 Fund, Inc.
("AGCF")
(the "AllianceBernstein Funds")
TABLE OF CONTENTS
PAGE
----
Introduction............................................................. 1
Proposal One: Election of Directors...................................... 3
Proposal Two: Amendments to Investment Advisory Agreements for
Certain Funds............................................................ 14
Proposal Three: Amendments to Declarations of Trust for Certain Funds
Organized as Massachusetts Business Trusts............................... 18
Proposal Four: Amendment and Restatement of Charters for Certain
Funds Organized as Maryland Corporations................................. 20
Proposal Five: Changes to Fundamental Policies Regarding
Commodities.............................................................. 28
Proposal Six: Reclassification of Fundamental Investment Objectives of
Certain Funds............................................................ 29
Independent Registered Public Accounting Firms........................... 29
Proxy Voting and Stockholder Meetings.................................... 36
Officers of the Funds.................................................... 38
Information as to the Investment Adviser, Administrator, and Distributor
of the Funds............................................................. 39
Other Matters............................................................ 39
Stock Ownership.......................................................... 40
Submission of Proposals for Next Meeting of Stockholders................. 40
Reports to Stockholders.................................................. 40
Appendix A: Outstanding Voting Shares.................................... A-1
Appendix B: Additional Information Regarding Directors................... B-1
Appendix C: Copy of Model Charter........................................ C-1
Appendix D: Stock Ownership.............................................. D-1
Appendix E: Letter from Independent Registered Public Accounting
Firm..................................................................... E-1
PROXY STATEMENT
THE ALLIANCEBERNSTEIN FUNDS
1345 Avenue of the Americas
New York, New York 10105
-----------------
JOINT ANNUAL MEETING OF STOCKHOLDERS
November 5, 2010
-----------------
INTRODUCTION
This is a combined Proxy Statement for the AllianceBernstein Funds listed in
the accompanying Notice of Joint Annual Meeting of Stockholders (each a "Fund",
and collectively, the "Funds"). The Boards of Directors/Trustees (each a
"Board" and collectively, the "Boards") are soliciting proxies for a Joint
Annual Meeting of Stockholders of each Fund (the "Meeting") to consider and
vote on proposals that are being recommended by the Boards of their Funds. We
refer to Directors or Trustees as, individually, a "Director" or collectively,
the "Directors" for the purposes of this Proxy Statement.
The Boards are sending you this Proxy Statement to ask for your vote on several
proposals affecting your Fund. The Funds will hold the Meeting at the offices
of the Funds, 1345 Avenue of the Americas, 41st Floor, New York, New York
10105, on November 5, 2010 at 3:00 p.m., Eastern Time. The solicitation will be
made primarily by mail and may also be made by telephone or through the
Internet. The solicitation cost will be borne by the Funds. AllianceBernstein
L.P. is the investment adviser to the Funds (the "Adviser"). The Notice of
Joint Annual Meeting of Stockholders, Proxy Statement, and Proxy Card are being
mailed to stockholders on or about September 21, 2010.
Any stockholder who owned shares of a Fund at the close of business on
September 9, 2010 (the "Record Date") is entitled to notice of, and to vote at,
the Meeting and any postponement or adjournment thereof. Each share is entitled
to one vote.
Important Notice Regarding Availability of Proxy Materials for the
Stockholders' Meeting to be Held on Friday, November 5, 2010. This Proxy
Statement is available on the Internet at
www.alliancebernstein.com/abfundsproxy.
We have divided the Proxy Statement into five main parts:
Part I - Overview of the Boards' proposals.
Part II - Discussion of each proposal and an explanation of why we are
requesting that you approve each proposal.
Part III - Information about the Funds' independent registered public accounting
firms.
Part IV - Additional information on proxy voting and stockholder meetings.
Part V - Other information about the Funds.
1
Part I--Overview of Proposals
As a stockholder of one or more of the Funds, you are being asked to consider
and vote on a number of proposals. Not all of the proposals apply to each Fund.
Proposal Fund(s) Affected
1. The election of the Directors, each such All Funds
Director to serve a term of an indefinite dura-
tion and until his or her successor is duly
elected and qualifies.
2. The amendment of the Investment Advisory
Agreements for certain of the Funds.
2.A. Amendments to Investment Advisory ACF--Small Cap Growth
Agreements of Certain Funds to Portfolio,
Conform Fee Measurement Periods. AGTGF
2.B. Amendment to Investment Advisory TAP
Agreement to Permit
Reimbursement to the Adviser of
Certain Administrative Expenses.
3. The amendment of the Declarations of Trusts AEXR, AMIF II, ABT
for certain of the Funds.
4. The amendment and restatement of the char- ABS, ABSS, ACF, ACOF, AEIF,
ters for certain of the Funds that are organized AGREIF, AGTGF, AGCF,
as Maryland corporations, which will repeal in AGIF, AHIF, AIGF, ALCGF
their entirety all of the currently existing char-
ter 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 State-
ment as Appendix C.
5. The amendment of certain of the Funds' All Funds (except ABF--Multi-
fundamental policies regarding commodities. Asset Inflation Strategy,
ACF--Market Neutral
Strategy--U.S., ACF--Market
Neutral Strategy--Global)
6. The reclassification of certain of the Funds' ABSS--U.S. Large Cap Portfolio
fundamental investment objectives as AGCF
non-fundamental.
2
Part II--Discussion of Each Proposal
PROPOSAL ONE
ELECTION OF DIRECTORS
At the Meeting, stockholders will vote on the election of Directors of their
Funds. Each Director elected at the Meeting will serve for a term of indefinite
duration and until his or her successor is duly elected and qualifies. The
following individuals have been nominated for election as a Director of all of
the Funds. It is the intention of the persons named as proxies in the
accompanying Proxy Card to vote in favor of the nominees named below for
election as a Director of all of the Funds.
Mr. John H. Dobkin
Mr. Michael J. Downey
Mr. William H. Foulk, Jr.
Mr. D. James Guzy
Ms. Nancy P. Jacklin
Mr. Robert M. Keith
Mr. Garry L. Moody
Mr. Marshall C. Turner, Jr.
Mr. Earl D. Weiner
Each nominee has consented to serve as a Director. The Boards know of no reason
why any of the nominees would be unable to serve, but in the event any nominee
is unable to serve or for good cause will not serve, the proxies received
indicating a vote in favor of such nominee will be voted for a substitute
nominee as the Boards may recommend.
3
Certain information concerning the Funds' nominees for Director is set forth
below.
OTHER PUBLIC
NUMBER OF COMPANY
PORTFOLIOS IN DIRECTORSHIPS
ALLIANCEBERNSTEIN HELD BY
PRINCIPAL OCCUPATION(S) FUND COMPLEX DIRECTOR
NAME, ADDRESS* YEARS OF DURING PAST 5 YEARS OR OVERSEEN BY DURING THE
AND AGE SERVICE** LONGER DIRECTOR PAST 5 YEARS
-------------- ------------ ----------------------- ----------------- -------------
INDEPENDENT
DIRECTORS
Chairman of the Board
William H. Foulk, ABF: 12 Investment Adviser and an 95 None
Jr., #, ## ABS: 18 Independent Consultant
78 ABSS: 8 since prior to 2005.
ABT: 9 Previously, he was Senior
ACF: 18 Manager of Barrett
ACOF: 11 Associates, Inc., a
ACS: 4 registered investment
ADYF: 15 adviser. He was formerly
AEIF: 17 Deputy Comptroller and
AEXR: 16 Chief Investment Officer
AFIS: 20 of the State of New York
AGBF: 18 and, prior thereto, Chief
AGCF: 13 Investment Officer of the
AGGF: 8 New York Bank for
AGIF: 18 Savings. He has served as a
AGREIF: 14 director or trustee of
AGTGF: 18 various AllianceBernstein
AHIF: 17 Funds since 1983 and has
AIGF: 16 been Chairman of the
ALCGF: 18 AllianceBernstein Funds
AMIF: 12 and of the Independent
AMIF II: 12 Directors Committee of
ASMCGF: 18 such Funds since 2003.
TAP: 12
John H. Dobkin, # ABF: 12 Independent Consultant 93 None
68 ABS: 18 since prior to 2005.
ABSS: 8 Formerly President of Save
ABT: 9 Venice, Inc. (preservation
ACF: 16 organization) from 2001-
ACOF: 11 2002; Senior Advisor from
ACS: 4 June 1999-June 2000 and
ADYF: 15 President of Historic
AEIF: 17 Hudson Valley (historic
AEXR: 16 preservation) from
AFIS: 17 December 1989-May
AGBF: 18 1999. Previously, Director
AGGF: 8 of the National Academy
AGIF: 18 of Design. He has served
AGREIF: 14 as a director or trustee of
AGTGF: 5 various AllianceBernstein
AHIF: 17 Funds since 1992.
AIGF: 16
ALCGF: 18
AMIF: 12
AMIF II: 12
ASMCGF: 18
TAP: 11
4
OTHER PUBLIC
NUMBER OF COMPANY
PORTFOLIOS IN DIRECTORSHIPS
ALLIANCEBERNSTEIN HELD BY
PRINCIPAL OCCUPATION(S) FUND COMPLEX DIRECTOR
NAME, ADDRESS* YEARS OF DURING PAST 5 YEARS OR OVERSEEN BY DURING THE
AND AGE SERVICE** LONGER DIRECTOR PAST 5 YEARS
-------------- ----------- ----------------------- ----------------- -------------
Michael J. Downey, # ABF: 5 Private Investor since prior 93 Asia Pacific
66 ABS: 5 to 2005. Formerly, Fund, Inc.,
ABSS: 5 managing partner of and The
ABT: 5 Lexington Capital, LLC Merger Fund
ACF: 5 (investment advisory firm) since prior to
ACOF: 5 from December 1997 until 2005, and
ACS: 4 December 2003. From Prospect
ADYF: 5 1987 until 1993, Acquisition
AEIF: 5 Chairman and CEO of Corp.
AEXR: 5 Prudential Mutual Fund (financial
AFIS: 4 Management, director of services) since
AGBF: 5 the Prudential Mutual 2007 until
AGGF: 5 Funds, and member of the 2009
AGIF: 5 Executive Committee of
AGREIF: 5 Prudential Securities Inc.
AGTGF: 5 He has served as a director
AHIF: 5 or trustee of the
AIGF: 5 AllianceBernstein Funds
ALCGF: 5 since 2005.
AMIF: 5
AMIF II: 5
ASMCGF: 5
TAP: 5
D. James Guzy, # ABF: 5 Chairman of the Board of 93 Cirrus Logic
74 ABS: 5 PLX Technology (semi- Corporation
ABSS: 5 conductors) and of SRC (semi-
ABT: 5 Computers Inc., with conductors)
ACF: 5 which he has been and PLX
ACOF: 5 associated since prior to Technology,
ACS: 4 2005. He was a Director Inc. (semi-
ADYF: 5 of Intel Corporation conductors)
AEIF: 5 (semi-conductors) from since prior to
AEXR: 5 1969 until 2008, and 2005 and
AFIS: 4 served as Chairman of the Intel
AGBF: 5 Finance Committee of Corporation
AGGF: 5 such company for several (semi-
AGIF: 5 years until May 2008. He conductors)
AGREIF: 5 has served as a director of since prior to
AGTGF: 28 one or more of the 2005 until
AHIF: 5 AllianceBernstein Funds 2008
AIGF: 5 since 1982.
ALCGF: 5
AMIF: 5
AMIF II: 5
ASMCGF: 5
TAP: 5
5
OTHER PUBLIC
NUMBER OF COMPANY
PORTFOLIOS IN DIRECTORSHIPS
ALLIANCEBERNSTEIN HELD BY
PRINCIPAL OCCUPATION(S) FUND COMPLEX DIRECTOR
NAME, ADDRESS* YEARS OF DURING PAST 5 YEARS OR OVERSEEN BY DURING THE
AND AGE SERVICE** LONGER DIRECTOR PAST 5 YEARS
-------------- ----------- ----------------------- ----------------- -------------
Nancy P. Jacklin, #, ## ABF: 4 Professorial Lecturer at the 93 None
62 ABS: 4 Johns Hopkins School of
ABSS: 4 Advanced International
ABT: 4 Studies since 2008.
ACF: 4 Formerly, U.S. Executive
ACOF: 4 Director of the
ACS: 4 International Monetary
ADYF: 4 Fund (December
AEIF: 4 2002-May 2006); Partner,
AEXR: 4 Clifford Chance (1992-
AFIS: 4 2002); Sector Counsel,
AGBF: 4 International Banking and
AGGF: 4 Finance, and Associate
AGIF: 4 General Counsel, Citicorp
AGREIF: 4 (1985-1992); Assistant
AGTGF: 4 General Counsel
AHIF: 4 (International), Federal
AIGF: 4 Reserve Board of
ALCGF: 4 Governors (1982-1985);
AMIF: 4 and Attorney Advisor, U.S.
AMIF II: 4 Department of the
ASMCGF: 4 Treasury (1973-1982).
TAP: 4 Member of the Bar of the
District of Columbia and
of New York; and member
of the Council on Foreign
Relations. She has served
as a director or trustee of
the AllianceBernstein
Funds since 2006.
Garry L. Moody, # ABF: 2 Independent Consultant. 91 None
58 ABS: 2 Formerly, Partner, Deloitte
ABSS: 2 & Touche LLP (1995-
ABT: 2 2008) where he held a
ACF: 2 number of senior positions,
ACOF: 2 including Vice-Chairman,
ADYF: 2 and U.S. and Global
AEIF: 2 Investment Management
AEXR: 2 Practice Managing Partner;
AGBF: 2 President, Fidelity
AGCF: 2 Accounting and Custody
AGGF: 2 Services Company (1993-
AGIF: 2 1995); and Partner, Ernst &
AGREIF: 2 Young LLP (1975-1993),
AGTGF: 2 where he served as the
AHIF: 2 National Director of
AIGF: 2 Mutual Fund Tax Services.
ALCGF: 3 He has served as a director
AMIF: 2 or trustee, and as Chairman
AMIF II: 3 of the Audit Committee,
ASMCGF: 2 of most of the
TAP: 3 AllianceBernstein Funds
since 2008.
6
OTHER PUBLIC
NUMBER OF COMPANY
PORTFOLIOS IN DIRECTORSHIPS
ALLIANCEBERNSTEIN HELD BY
PRINCIPAL OCCUPATION(S) FUND COMPLEX DIRECTOR
NAME, ADDRESS* YEARS OF DURING PAST 5 YEARS OR OVERSEEN BY DURING THE
AND AGE SERVICE** LONGER DIRECTOR PAST 5 YEARS
-------------- ----------- ----------------------- ----------------- -------------
Marshall C. Turner, ABF: 5 Private Investor since prior 93 Xilinx, Inc.
Jr., # ABS: 5 to 2005. Interim CEO of (programmable
68 ABSS: 5 MEMC Electronic logic semi-
ABT: 5 Materials, Inc. (semi- conductors)
ACF: 5 conductor and solar cell and MEMC
ACOF: 5 substrates) from November Electronic
ACS: 4 2008 until March 2009. Materials, Inc.
ADYF: 5 He was Chairman and (semi-
AEIF: 5 CEO of Dupont conductor and
AEXR: 5 Photomasks, Inc. solar cell
AFIS: 4 (components of semi- substrates)
AGBF: 5 conductor manufacturing), since prior to
AGGF: 5 2003-2005, and President 2005
AGIF: 5 and CEO, 2005-2006,
AGREIF: 5 after the company was
AGTGF: 18 acquired and renamed
AHIF: 5 Toppan Photomasks, Inc.
ALCGF: 5 He has served as a director
AIGF: 5 or trustee of one or more
AMIF: 5 of the AllianceBernstein
AMIF II: 5 Funds since 1992.
ASMCGF: 5
TAP: 5
Earl D. Weiner, # ABF: 3 Of Counsel, and Partner 93 None
71 ABS: 3 prior to January 2007, of
ABSS: 3 the law firm Sullivan &
ABT: 3 Cromwell LLP and
ACF: 3 member of ABA Federal
ACOF: 3 Regulation of Securities
ACS: 3 Committee Task Force to
ADYF: 3 draft editions of the Fund
AEIF: 3 Director's Guidebook. He
AEXR: 3 has served as a director or
AFIS: 3 trustee of the
AGBF: 3 AllianceBernstein Funds
AGGF: 3 since 2007 and is
AGIF: 3 Chairman of the
AGREIF: 3 Governance and
AGTGF: 3 Nominating Committees
AHIF: 3 of most of the Funds.
AIGF: 3
ALCGF: 3
AMIF: 3
AMIF II: 3
ASMCGF: 3
TAP: 3
7
OTHER PUBLIC
NUMBER OF COMPANY
PORTFOLIOS IN DIRECTORSHIPS
ALLIANCEBERNSTEIN HELD BY
PRINCIPAL OCCUPATION(S) FUND COMPLEX DIRECTOR
NAME, ADDRESS* YEARS OF DURING PAST 5 YEARS OR OVERSEEN BY DURING THE
AND AGE SERVICE** LONGER DIRECTOR PAST 5 YEARS
-------------- --------- ----------------------- ----------------- -------------
INTERESTED
DIRECTOR
Robert M. Keith, +, ++ None Senior Vice President of 6 None
1345 Avenue of the AllianceBernstein L.P. (the
Americas "Adviser")*** and the
New York, NY 10105 head of AllianceBernstein
50 Investments Inc.
("ABI")*** since July
2008; Director of ABI and
President of the
AllianceBernstein Mutual
Funds. Previously, he
served as Executive
Managing Director of ABI
from December 2006 to
June 2008. Prior to joining
ABI in 2006, Executive
Managing Director of
Bernstein Global Wealth
Management, and prior
thereto, Senior Managing
Director and Global Head
of Client Service and Sales
of the Adviser's
institutional investment
management business since
2004. Prior thereto,
Managing Director and
Head of North American
Client Service and Sales in
the Adviser's institutional
investment management
business, with which he
has been associated since
prior to 2004.
- --------
* The address for each of the Fund's Independent Directors is c/o
AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the
Americas, New York, NY 10105.
**"Years of Service" refers to the total number of years served as a Director.
***The Adviser and ABI are affiliates of each Fund.
# Member of the Audit Committee, the Governance and Nominating Committee, and
the Independent Directors Committee of a Fund.
##Member of the Fair Value Pricing Committee (with respect to Ms. Jacklin, for
TAP only).
+ Mr. Keith will become a Director of a Fund if elected at the Meeting by that
Fund.
++Mr. Keith is an "interested person," as defined in Section 2(a)(19) of the
Investment Company Act of 1940, of each Fund due to his position as a Senior
Vice President of the Adviser.
The business and affairs of each Fund are managed under the direction of that
Fund's Board. Directors who are not "interested persons" of a Fund as defined
in the
8
Investment Company Act of 1940, as amended (the "1940 Act"), are referred to as
"Independent Directors", and Directors who are "interested persons" of a Fund
are referred to as "Interested Directors". Certain information concerning the
Funds' governance structure and each Director is set forth below.
Experience, Skills, Attributes, and Qualifications of the Funds' Directors. The
Governance and Nominating Committee of each Fund's Board, which is composed of
Independent Directors, reviews the experience, qualifications, attributes and
skills of potential candidates for nomination or election by the Board, and
conducts a similar review in connection with the proposed nomination of current
Directors for re-election by stockholders at any annual or special meeting of
stockholders. In evaluating a candidate for nomination or election as a
Director, the Governance and Nominating Committee takes into account the
contribution that the candidate would be expected to make to the diverse mix of
experience, qualifications, attributes and skills that the Governance and
Nominating Committee believes contributes to good governance for the Fund.
Additional information concerning the Governance and Nominating Committee's
consideration of nominees appears in the description of the Committee below.
Each Fund's Board believes that, collectively, the Directors have balanced and
diverse experience, qualifications, attributes, and skills, which allow the
Board to operate effectively in governing the Fund and protecting the interests
of stockholders. The Board of each Fund has concluded that, based on each
Director's experience, qualifications, attributes or skills on an individual
basis and in combination with those of the other Directors, each Director is
qualified and should continue to serve as such.
In determining that a particular Director was and continues to be qualified to
serve as a Director, each Board has considered a variety of criteria, none of
which, in isolation, was controlling. In addition, each Board has taken into
account the actual service and commitment of each Director during his or her
tenure (including the Director's commitment and participation in Board and
committee meetings, as well as his or her current and prior leadership of
standing and ad hoc committees) in concluding that each should continue to
serve. Additional information about the specific experience, skills, attributes
and qualifications of each Director, which in each case led to the Board's
conclusion that the Director should serve (or continue to serve) as trustee or
director of the Fund, is provided in the table above and in the next paragraph.
Among other attributes and qualifications common to all Directors are their
ability to review critically, evaluate, question and discuss information
provided to them (including information requested by the Directors), to
interact effectively with the Adviser, other service providers, counsel and the
Fund's independent registered public accounting firm, and to exercise effective
business judgment in the performance of their duties as Directors. In addition
to his or her service as a Director of the Fund and other AllianceBernstein
Funds as noted in the table above: Mr. Dobkin has experience as an executive of
a number of organizations and served as Chairman of the Audit Committee of many
of the AllianceBernstein Funds from 2001 to 2008; Mr. Downey has experience in
the investment advisory business including as Chairman and Chief Executive
Officer of a large fund complex and as director of a number of
non-AllianceBernstein funds and as Chairman of a non-AllianceBernstein
closed-end fund; Mr. Foulk has experience in the investment advisory and
securities
9
businesses, including as Deputy Controller and Chief Investment Officer of the
State of New York (where his responsibilities included bond issuances, cash
management and oversight of the New York Common Retirement Fund), has served as
Chairman of the AllianceBernstein Funds and of the Independent Directors
Committee since 2003, and is active in a number of mutual fund related
organizations and committees; Mr. Guzy has experience as a corporate director
including as Chairman of a public company and Chairman of the Finance Committee
of a large public technology company; Ms. Jacklin has experience as a financial
services regulator including as U.S. Executive Director of the International
Monetary Fund, which is responsible for ensuring the stability of the
international monetary system, and as a financial services lawyer in private
practice; Mr. Keith has experience as an executive of the Adviser with
responsibility for, among other things, the AllianceBernstein Funds; Mr. Moody
has experience as a certified public accountant including experience as Vice
Chairman and U.S. and Global Investment Management Practice Partner for a major
accounting firm, is a member of the governing council of an organization of
independent directors of mutual funds, and has served as Chairman of the Audit
Committee of most of the AllianceBernstein Funds since 2008; Mr. Turner has
experience as a director (including Chairman and Chief Executive officer of a
number of companies) and as a venture capital investor including prior service
as general partner of three institutional venture capital partnerships; and
Mr. Weiner has experience as a securities lawyer whose practice includes
registered investment companies and as Chairman, director or trustee of a
number of boards, and has served as Chairman of the Governance and Nominating
Committee of most of the AllianceBernstein Funds. The disclosure herein of a
director's experience, qualifications, attributes and skills does not impose on
such director any duties, obligations, or liability that are greater than the
duties, obligations, and liability imposed on such director as a member of the
Board and any committee thereof in the absence of such experience,
qualifications, attributes and skills.
Board Structure and Oversight Function. Each Fund's Board is responsible for
oversight of that Fund. Each Fund has engaged the Adviser to manage the Fund on
a day-to-day basis. Each Board is responsible for overseeing the Adviser and
the Fund's other service providers in the operations of that Fund in accordance
with the Fund's investment objective and policies and otherwise in accordance
with its prospectus, the requirements of the 1940 Act and other applicable
Federal, state and other securities and other laws, and the Fund's charter and
bylaws. Each Board meets in-person at regularly scheduled meetings eight times
throughout the year. In addition, the Directors may meet in-person or by
telephone at special meetings or on an informal basis at other times. The
Independent Directors also regularly meet without the presence of any
representatives of management. As described below, each Board has established
four standing committees - the Audit, Governance and Nominating, Independent
Directors, and Fair Valuation Committees - and may establish ad hoc committees
or working groups from time to time, to assist the Board in fulfilling its
oversight responsibilities. Each committee is composed exclusively of
Independent Directors. The responsibilities of each committee, including its
oversight responsibilities, are described further below. The Independent
Directors have also engaged independent legal counsel, and may from time to
time engage consultants and other advisors, to assist them in performing their
oversight responsibilities.
10
An Independent Director serves as Chairman of each Board. The Chairman's duties
include setting the agenda for each Board meeting in consultation with
management, presiding at each Board meeting, meeting with management between
Board meetings, and facilitating communication and coordination between the
Independent Directors and management. The Directors have determined that a
Board's leadership by an Independent Director and its committees composed
exclusively of Independent Directors is appropriate because they believe it
sets the proper tone to the relationships between the Fund, on the one hand,
and the Adviser and other service providers, on the other, and facilitates the
exercise of the Board's independent judgment in evaluating and managing the
relationships. In addition, each Fund is required to have an Independent
Director as Chairman pursuant to certain 2003 regulatory settlements involving
the Adviser.
Risk Oversight. Each Fund is subject to a number of risks, including
investment, compliance and operational risks. Day-to-day risk management with
respect to a Fund resides with the Adviser or other service providers
(depending on the nature of the risk), subject to supervision by the Adviser.
Each Board has charged the Adviser and its affiliates with (i) identifying
events or circumstances, the occurrence of which could have demonstrable and
material adverse effects on the Fund; (ii) to the extent appropriate,
reasonable or practicable, implementing processes and controls reasonably
designed to lessen the possibility that such events or circumstances occur or
to mitigate the effects of such events or circumstances if they do occur; and
(iii) creating and maintaining a system designed to evaluate continuously, and
to revise as appropriate, the processes and controls described in (i) and
(ii) above.
Risk oversight forms part of a Board's general oversight of a Fund's investment
program and operations and is addressed as part of various regular Board and
committee activities. Each Fund's investment management and business affairs
are carried out by or through the Adviser and other service providers. Each of
these persons has an independent interest in risk management but the policies
and the methods by which one or more risk management functions are carried out
may differ from the Fund's and each other's in the setting of priorities, the
resources available or the effectiveness of relevant controls. Oversight of
risk management is provided by the Board and the Audit Committee. The Directors
regularly receive reports from, among others, management (including the Global
Heads of Investment Risk and Trading Risk of the Adviser), a Fund's Senior
Officer (who is also a Fund's chief compliance officer), its independent
registered public accounting firm, counsel, and internal auditors for the
Adviser, as appropriate, regarding risks faced by the Fund and the Adviser's
risk management programs.
Not all risks that may affect a Fund can be identified, nor can controls be
developed to eliminate or mitigate their occurrence or effects. It may not be
practical or cost-effective to eliminate or mitigate certain risks, the
processes and controls employed to address certain risks may be limited in
their effectiveness, and some risks are simply beyond the reasonable control of
the Fund or the Adviser, its affiliates or other service providers. Moreover,
it is necessary to bear certain risks (such as investment-related risks) to
achieve a Fund's goals. As a result of the foregoing and other factors a Fund's
ability to manage risk is subject to substantial limitations.
As of September 2, 2010, to the knowledge of management, the Directors and
officers of each Fund, both individually and as a group, owned less than 1% of
the shares
11
of any Fund except for AEIF, where none of the Directors own more than 1% of
shares but the Directors as a group, and the Directors and officers as a group,
own 1.1523%. Additional information related to the equity ownership of the
Directors in each of the Funds and the compensation they received from the
Funds is presented in Appendix B. During each Fund's most recently completed
fiscal year, the Fund's Directors as a group did not engage in the purchase or
sale of more than 1% of any class of securities of the Adviser or of any of its
parents or subsidiaries.
During the Fund's most recent fiscal year ended in 2009 or 2010, the Board of
ABS met 7 times; of ABSS met 6 times; of ABF met 6 times; of ACF met 6 times;
of ACOF met 7 times; of ACS met 8 times; of ADYF met 6 times; of AEIF met 7
times; of AEXR met 5 times; of AFIS met 6 times; of AGBF met 7 times; of AGGF
met 7 times; of AGREIF met 7 times; of AGTGF met 6 times; of AGCF met 8 times;
of AGIF met 7 times; of AHIF met 9 times; of AIGF met 6 times; of ALCGF met 7
times; of AMIF met 8 times; of AMIF II met 7 times; of ASMCGF met 6 times; of
ABT met 8 times; and of TAP met 8 times. The Funds do not have a policy that
requires a Director to attend annual meetings of stockholders.
Each Fund's Board has four standing committees: an Audit Committee, a
Governance and Nominating Committee, an Independent Directors Committee, and a
Fair Value Pricing Committee. The members of the Committees are identified
above in the table listing the Directors. The function of the Audit Committee
is to assist the Board in its oversight of a Fund's financial reporting
process. During the Fund's fiscal year ended in 2009 or 2010, the Audit
Committee of ABS met 2 times; of ABSS met 2 times; of ABF met 2 times; of ACF
met 2 times; of ACOF met 2 times; of ACS met 4 times; of ADYF met 2 times; of
AEIF met 2 times; of AEXR met 2 times; of AFIS met 3 times; of AGBF met 4
times; of AGGF met 2 times; of AGREIF met 2 times; of AGTGF met 2 times; of
AGCF met 3 times; of AGIF met 2 times; of AHIF met 2 times; of AIGF met 2
times; of ALCGF met 2 times; of AMIF met 2 times; of AMIF II met 2 times; of
ASMCGF met 2 times; of ABT met 2 times; and of TAP met 2 times.
Each Fund's Board has adopted a charter for its Governance and Nominating
Committee, which is available at www.alliancebernstein.com (click on
AllianceBernstein Mutual Fund Investors then US then Investment Products/Mutual
Funds). Pursuant to the charter of the Governance and Nominating Committee, the
Committee assists each Board in carrying out its responsibilities with respect
to governance of a Fund and identifies, evaluates and selects and nominates
candidates for that Board. The Committee may also set standards or
qualifications for Directors and reviews at least annually the performance of
each Director, taking into account factors such as attendance at meetings,
adherence to Board policies, preparation for and participation at meetings,
commitment and contribution to the overall work of the Board and its
committees, and whether there are health or other reasons that might affect the
Director's ability to perform his or her duties. The Committee may consider
candidates as Directors submitted by a Fund's current Board members, officers,
investment adviser, stockholders and other appropriate sources.
The Governance and Nominating Committee will consider candidates submitted by a
stockholder or group of stockholders who have beneficially owned at least 5% of
a Fund's outstanding common stock or shares of 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
12
consideration by the Committee, the submission, including all required
information, must be submitted in writing to the attention of the Secretary at
the principal executive offices of a Fund not less than 120 days before the
date of the proxy statement for the previous year's annual meeting of
stockholders or, if an annual meeting was not held in the previous year, all
required information must be received within a reasonable amount of time before
the Fund begins to print and mail its proxy materials. The Committee will
consider only one candidate submitted by such a stockholder or group for
nomination for election at an annual meeting of stockholders. The Committee
will not consider self-nominated candidates.
The Governance and Nominating Committee will consider and evaluate candidates
submitted by stockholders on the basis of the same criteria as those used to
consider and evaluate candidates submitted from other sources. These criteria
include the candidate's relevant knowledge, experience, and expertise, the
candidate's ability to carry out his or her duties in the best interests of the
Fund and the candidate's ability to qualify as an Independent Director. When
assessing a candidate for nomination, the Committee considers whether the
individual's background, skills, and experience will complement the background,
skills, and experience of other nominees and will contribute to the diversity
of the Board.
During the Fund's most recent fiscal year ended in 2009 or 2010, the Governance
and Nominating Committee of ABS met 4 times; of ABSS met 5 times; of ABF met 4
times; of ACF met 4 times; of ACOF met 4 times; of ACS met 4 times; of ADYF met
4 times; of AEIF met 4 times; of AEXR met 4 times; of AFIS met 4 times; of AGBF
met 4 times; of AGGF met 4 times; of AGREIF met 4 times; of AGTGF met 4 times;
of AGCF met 4 times; of AGIF met 4 times; of AHIF met 4 times; of AIGF met 4
times; of ALCGF met 4 times; of AMIF met 4 times; of AMIF II met 4 times; of
ASMCGF met 4 times; of ABT met 4 times; and of TAP met 4 times.
The function of each Fund's Fair Value Pricing Committee is to consider, in
advance if possible, any fair valuation decision of the Adviser's Valuation
Committee relating to a security held by a Fund made under unique or highly
unusual circumstances not previously addressed by the Adviser's Valuation
Committee that would result in a change in the Fund's net asset value ("NAV")
by more than $0.01 per share. The Fair Value Pricing Committee did not meet
during any Fund's most recently completed fiscal year.
The function of each Fund's Independent Directors Committee is to consider and
take action on matters that the Board or Committee believes should be addressed
in executive session of the Independent Directors, such as review and approval
of the Advisory, Distribution Services and Transfer Agency Agreements. During
the Fund's fiscal year ended in 2009 or 2010, the Independent Directors
Committee of ABS met 7 times; of ABSS met 6 times; of ABF met 6 times; of ACF
met 6 times; of ACOF met 7 times; of ACS met 7 times; of ADYF met 6 times; of
AEIF met 7 times; of AEXR met 5 times; of AFIS met 6 times; of AGBF met 6
times; of AGGF met 6 times; of AGREIF met 7 times; of AGTGF met 6 times; of
AGCF met 7 times; of AGIF met 7 times; of AHIF met 6 times; of AIGF met 7
times; of ALCGF met 6 times; of AMIF met 7 times; of AMIF II met 7 times; of
ASMCGF met 6 times; of ABT met 7 times; and of TAP met 7 times.
Each Board has adopted a process for stockholders to send communications to the
Board of their Fund. To communicate with a Board or an individual Director of a
13
Fund, a stockholder must send a written communication to that Fund's principal
office at the address listed in the Notice of Joint Annual Meeting of
Stockholders accompanying this Proxy Statement, addressed to the Board of that
Fund or the individual Director. All stockholder communications received in
accordance with this process will be forwarded to the Board or the individual
Director to whom or to which the communication is addressed.
Each Board unanimously recommends that the stockholders vote "FOR" each of the
nominees to serve as a Director of the applicable Fund. The election of each
nominee requires the affirmative vote of a plurality of the votes cast.
PROPOSAL TWO
AMENDMENTS TO INVESTMENT ADVISORY AGREEMENTS FOR CERTAIN FUNDS
A. AMENDMENTS TO INVESTMENT ADVISORY AGREEMENTS FOR CERTAIN FUNDS TO CONFORM
FEE MEASUREMENT PERIODS
ACF--ALLIANCEBERNSTEIN SMALL CAP GROWTH PORTFOLIO ("ACF-SCG")
AGTGF
The Board considered and approved the Adviser's recommendation to amend each of
the investment advisory agreements for ACF-SCG and AGTGF (together, the
"Measurement Advisory Agreements"). The ACF-SCG Measurement Advisory Agreement
was initially approved by the Directors on September 27, 1971, but an amended
and restated Agreement, effective July 22, 1992, was approved by the Directors
on October 22, 1991 and by stockholders on June 11, 1992. The AGTGF Measurement
Advisory Agreement was initially approved by the Directors on December 22,
1981, but an amended and restated Agreement, effective July 22, 1992, was
approved by the Directors on October 22, 1991 and by stockholders on June 11,
1992. The standard investment advisory agreement between the Adviser and other
Funds provides that the advisory fee rate is calculated as a percentage of
average daily net assets. The Measurement Advisory Agreements vary from this
standard and provide that the fee rate is calculated as a percentage of net
assets at the end of the preceding calendar quarter. We are proposing an
amendment to the Measurement Advisory Agreements to provide that the advisory
fee rate will be calculated as a percentage of average daily net assets to
eliminate disparities between the contractual fee rate and the effective fee
rate that result from the calculation of the fee rate as of the end of each
preceding calendar quarter.
The fee calculation in the Measurement Advisory Agreements varies from the
current standard for historical reasons related to the initial approval dates
of the Measurement Advisory Agreements. The fee calculation was not changed
when the Measurement Advisory Agreements were subsequently amended and
restated. The Adviser recommended, and the Directors agreed, that the fee
calculation methodologies in the Measurement Advisory Agreements should be
conformed to the industry standard because it has become apparent due to, among
other things, recent fluctuations in Fund asset levels that variations in the
effective fee resulting solely from the method of calculating the fee are not
justified. The Directors concluded that the amendment would benefit the Funds
by eliminating unnecessary disparities in the Funds' advisory fees between the
contractual and effective rates. The change will also standardize the fee
calculations for the Funds and conform to current industry practice.
14
The standard fee rate currently in place for other Funds averages variations in
the net assets of a Fund so that a Fund's effective advisory fee is generally
equal to the contractual rate. In the case of ACF-SCG and AGTGF, however, the
calendar quarter measurement of the advisory fee results in effective fee rates
that may be higher or lower than, or equal to, the contractual fee rate due
solely to variations in net assets at the end of each calendar quarter. For
example, the contractual fee rate for both Funds is currently 0.75% but the
effective fee rate at the end of each of the last three fiscal years ending
July 31, 2008, July 31, 2009 and July 31, 2010, respectively, was 0.76%, 0.78%
and 0.75% for ACF-SCG and 0.73%, 0.73% and 0.74% for AGTGF. This historical
information illustrates differences in the fee rates resulting from the
calendar quarter measurement period. The effective fee rate for ACF-SCG was
higher than the contractual fee rate for the fiscal years 2008 and 2009 and the
effective fee rate for AGTGF was lower than the contractual fee rate for the
last three fiscal years. In addition, the effective fee rates may vary
significantly from calendar quarter end to calendar quarter end as shown in the
table below.
ACF-SCG
AS OF END OF 1ST AS OF END OF 2ND AS OF END OF 3RD AS OF END OF 4TH FYE
PERIOD QUARTER (3/30) QUARTER (6/30) QUARTER (9/30) QUARTER (12/30) (7/31)
- ------ ---------------- ---------------- ---------------- ---------------- ------
2008 0.72% 0.66% 0.52% 0.83% 0.76%
2009 0.88% 0.79% 0.80% 0.84% 0.78%
2010 0.87% 0.62% N/A N/A 0.75%
AGTGF
AS OF END OF 1ST AS OF END OF 2ND AS OF END OF 3RD AS OF END OF 4TH FYE
PERIOD QUARTER (3/30) QUARTER (6/30) QUARTER (9/30) QUARTER (12/30) (7/31)
- ------ ---------------- ---------------- ---------------- ---------------- ------
2008 0.71% 0.63% 0.46% 0.80% 0.73%
2009 0.86% 0.74% 0.80% 0.78% 0.73%
2010 0.82% 0.68% N/A N/A 0.74%
These differences are primarily due to changes in a Fund's net asset levels. In
the case of declining net assets, the effective fee rate would likely be lower
than the contractual fee rate, as is the case for AGTGF recently. ACF-SCG has
also experienced periods of declining net assets over recent periods, but not
as significantly as AGTGF, and has recently seen net asset levels increase,
resulting in its effective fee rate exceeding 0.75% in the fiscal years 2008
and 2009. If a Fund had a fairly stable level of net assets, it is likely that
the effective fee rate would be approximately the same as the contractual fee
rate.
If the proposed advisory fee rate had been in effect as of the Funds' recent
fiscal year ended July 31, 2010, the expense ratio for ACF-SCG's Class A shares
(and other Classes) would have been the same, but the expense ratio for AGTGF's
Class A shares would have increased from 1.55% to 1.56% with corresponding
changes for other Classes of AGTGF's shares.
Since the change to the measuring period could result in an effective advisory
fee that is higher than the current contractual advisory fee under certain
circumstances, we are requesting that the stockholders approve the proposed
amendments to the Measure-
15
ment Advisory Agreements. The proposed amendments would not affect any other
terms of the Measurement Advisory Agreements. More information about the
Adviser is included in the Funds' Statements of Additional Information, which
are available at www.alliancebernstein.com.
Approval of Proposal 2.A. requires the affirmative vote of the holders of a
"majority of the outstanding voting securities," of each Fund, as defined in
the 1940 Act, which means the lesser of (i) 67% or more of the voting
securities of the Fund present or represented by proxy if the holders of more
than 50% of the Fund's outstanding voting securities are present or represented
by proxy, or (ii) more than 50% of the outstanding voting securities of the
Fund ("1940 Act Majority Vote"). The Board, including the Independent
Directors, of each Fund unanimously recommends that the stockholders of each
Fund vote FOR Proposal 2.A.
B. AMENDMENT TO INVESTMENT ADVISORY AGREEMENT OF TAP TO PERMIT REIMBURSEMENT TO
THE ADVISER OF CERTAIN ADMINISTRATIVE EXPENSES
The Board considered and approved the Adviser's recommendation that the
investment advisory agreement of TAP (the "TAP Advisory Agreement") be amended.
The standard investment advisory agreement between the Adviser and other Funds
includes an investment advisory fee and also provides for the reimbursement to
the Adviser of the costs of certain non-advisory services that the Adviser
provides to the Fund at the request of the Fund. These reimbursable costs are
for personnel performing certain administrative services for the Funds,
including clerical, accounting, legal and other services ("administrative
services expenses"). The TAP Advisory Agreement does not provide for
reimbursement of the administrative services expenses that are provided to the
Portfolios of TAP as do the standard investment advisory agreements. The TAP
Advisory Agreement was initially approved by the Directors on February 16, 1993
and March 31, 1993. The TAP Advisory Agreement is different from most other
Funds' investment advisory agreements because the TAP Portfolios were acquired
from another fund complex without changes to the TAP Advisory Agreement upon
the acquisition. Implementation of the reimbursement provision for a Portfolio
will be subject to the approval of the Directors of TAP.
The proposed amendment would add a provision to the TAP Advisory Agreement
authorizing reimbursement to the Adviser of the administrative services
expenses. The Adviser's employees provide the same type of administrative
services to the TAP Portfolios as they do for other Funds but, under the TAP
Advisory Agreement, the Adviser receives no reimbursement for these
administrative services expenses. Reimbursement of expenses for administrative
services is a common arrangement in the fund industry. The reimbursement
obligation may be included in an investment advisory agreement or in a separate
agreement. The Directors concurred with the Adviser that the same type of
reimbursement arrangement for administrative services expenses should apply to
TAP as applies to the other Funds. The Directors concluded that the proposed
amendment was appropriate because it would permit the Adviser to be reimbursed
for its cost of providing non-advisory services that benefit the TAP Portfolios.
16
The following table shows for the fiscal year ended or the fiscal year to date
period ended July 31, 2010 each TAP Portfolio's current expense ratio for
Class A shares and the effect of the proposed amendment, if approved by
stockholders, on each Portfolio's expense ratio to three decimal points:
EXPENSE RATIO EXPENSE RATIO
WITHOUT INCLUDING
TAP PORTFOLIO REIMBURSEMENT REIMBURSEMENT
- --------------------------------------------------------------------------------------------------
AllianceBernstein Growth Fund (Fiscal Year End 7/31) 1.543% 1.551%
AllianceBernstein Balanced Wealth Strategy (Fiscal Year End 8/31) 0.996% 0.999%
AllianceBernstein Wealth Appreciation Strategy (Fiscal Year End 8/31) 1.114% 1.117%
AllianceBernstein Conservative Wealth Strategy (Fiscal Year End 8/31) 1.003% 1.010%
AllianceBernstein Tax-Managed Balanced Wealth Strategy (Fiscal Year
End 8/31) 1.113% 1.136%
AllianceBernstein Tax-Managed Wealth Appreciation Strategy (Fiscal
Year End 8/31) 1.049% 1.056%
AllianceBernstein Tax-Managed Conservative Wealth Strategy (Fiscal
Year End 8/31) 1.211% 1.256%
As the table indicates, the effect of the proposed amendment on the TAP
Portfolios' expense ratios is modest at current asset levels.
The Directors agreed with the Adviser's recommendation that it would be
appropriate for the TAP Advisory Agreement to be amended because it would apply
the same provisions to the TAP Portfolios relating to administrative services
expenses as those included in the advisory agreements for most other Funds. All
other provisions of the TAP Advisory Agreement would remain the same except for
certain minor conforming amendments. We are requesting a stockholder vote
because the amendment would result in an increase, as reflected above, in the
compensation paid to the Adviser under the TAP Advisory Agreement.
Approval of Proposal 2.B. requires a 1940 Act Majority Vote with respect to
each Portfolio of TAP. The Board, including the Independent Directors, of the
Fund unanimously recommends that the stockholders of each Portfolio of TAP vote
FOR Proposal 2.B.
17
PROPOSAL THREE
AMENDMENTS TO DECLARATIONS OF TRUST FOR CERTAIN FUNDS ORGANIZED AS
MASSACHUSETTS BUSINESS TRUSTS
AEXR, AMIF II, ABT
A. AMENDMENT OF DECLARATIONS
The Board considered and approved the Adviser's recommendation to amend the
Declarations of Trust (the "Declarations") of each of the Funds listed above,
which are organized as Massachusetts Business Trusts ("MBTs"). A stockholder
vote is required to amend the existing Declarations (the "Existing
Declarations") under certain circumstances. The proposed amendments to the
Existing Declarations (the "Amendments") would provide the Directors with broad
authority to amend the Declarations without a vote of stockholders. The
proposed Amendment to each Declaration is set forth below:
The Trustees may by vote of a majority of the Trustees then in office
amend or otherwise supplement the Declaration by making an amendment, a
Declaration supplemental hereto or an amended and restated Declaration.
The Amendment would replace Article VIII, Section 8 for the ABT Declaration in
its entirety and would replace certain portions of Section 9.3 for the AEXR and
AMIF II Declarations. The Declarations for AEXR and AMIF II will continue to
require the express consent of any affected stockholder or director for the
repeal of limitations on personal liability and prohibitions of assessment on
stockholders and will also continue to specify certain procedural requirements
relating to amendments to the Declarations.
By allowing future amendments of a Declaration without stockholder approval,
the Amendments would remove limits on the Directors' authority to take actions
that they believe would be in the best interests of the Funds. The Amendments
give the Directors the necessary authority and flexibility to react quickly to
changes in legal and regulatory conditions without the cost and delay of a
stockholder meeting when the Directors determine that the action is in the best
interests of the Funds.
The Funds are subject to comprehensive regulation under the 1940 Act and
Massachusetts law and a Board would still be required to submit a future
amendment to a Declaration to a vote of a Fund's stockholders if applicable law
were to require such a vote. Currently, Massachusetts law does not require a
stockholder vote on amendments to a declaration of trust unless the declaration
otherwise provides. In addition, Rule 17a-8 under the 1940 Act requires a
stockholder vote for combinations of affiliated funds where material changes to
a fund's fundamental policies, investment advisory agreement, board of
directors or distribution plan would result from the combination.
B. OTHER AMENDMENTS OF DECLARATIONS
In connection with approval of the Amendments, the Board considered and
approved the Adviser's recommendation to adopt certain other amendments to the
AEXR, AMIF II and ABT Declarations. These amendments will become effective only
if stockholders approve Proposal 3. The Directors could approve these
amendments after the Meetings if stockholders approve Proposal 3, but we want
stockholders to understand the other proposed amendments approved by the
Directors. These amendments are intended to enable the Directors to take
actions that would be in the
18
best interests of stockholders without the cost and delay of obtaining a
stockholder vote and to improve efficient administration of the Funds under the
Declarations.
Provisions of the Existing Declarations for these Funds require a stockholder
vote to approve a reorganization or merger of a Fund ("Reorganization
Provision") and, with respect to AEXR and AMIF II, termination of the trust
("Termination Provision") and liquidation of a series or class ("Liquidation
Provision"). The Directors approved amendments to the Reorganization Provision,
the Termination Provision and the Liquidation Provision that would eliminate
the stockholder vote requirement unless a stockholder vote is required by the
1940 Act or other applicable law. The stockholder vote requirement in the
Reorganization Provision, Termination Provision and Liquidation Provision was
historically included in the declarations of MBTs and is now uncommon.
Conforming amendments would also be made to sections of the relevant
Declarations that set forth the items for which stockholders have the power to
vote. These sections are Section 7.1 of the AEXR and AMIF II Declarations and
Article V, Section 1 of the ABT Declaration.
The Board also considered and approved the Adviser's recommendation that they
approve certain other administrative amendments to the Declarations as follows:
1. Quorum Requirements. The AEXR, AMIF II and ABT Declarations establish higher
quorum requirements for a stockholder meeting than those of many of the other
Funds. For AEXR and AMIF II, the quorum requirement is a majority of the shares
entitled to vote and, for ABT, the quorum requirement is 40% of the shares
entitled to vote. The higher quorum requirements may impede the conduct of a
stockholder meeting because action cannot be taken unless a quorum is present.
The Board considered and approved the Adviser's recommendation to amend the
quorum requirement to reduce it to 30% of the shares entitled to vote. A lower
quorum will reduce the likelihood of the expense and delay of adjourning a
meeting or resoliciting stockholders should a quorum not be present in person
or by proxy. The revised quorum requirement is similar to the quorum
requirements applicable to a majority of other Funds, which is one-third of the
shares entitled to vote. The Directors have also approved an amendment to the
Bylaws of AEXR and AMIF II in order to conform the quorum requirements to their
amended Declarations.
2. Record Date. The AEXR and AMIF II Declarations provide that the Directors
may set a record date not more than 60 days prior to the date of any
stockholder meeting. This record date period is shorter than the 90-day period
applicable to other Funds and may make it more difficult for the Funds to
timely deliver proxies to stockholders and solicit stockholder votes. The
Directors considered and approved the Adviser's recommendation for the
amendment of the record date requirement to authorize the Directors to set a
record date not more than 90 days prior to the date of a stockholder meeting.
3. Director Meetings. The AEXR and AMIF II Declarations require an annual
meeting of the Directors to be held not later than the last day of the fourth
month after the end of a Fund's fiscal year end. These provisions impose
unnecessary requirements upon the holding of Director meetings. The Board
considered and approved the Adviser's recommendation to approve amendments to
the Declarations to eliminate these provisions.
Approval of Proposal 3 with respect to each Fund requires the affirmative vote
of a majority of the shares entitled to vote. The Board, including the
Independent Directors, of each Fund unanimously recommends that the
stockholders of each Fund vote FOR Proposal 3.
19
PROPOSAL FOUR
AMENDMENT AND RESTATEMENT OF CHARTERS FOR CERTAIN FUNDS ORGANIZED AS MARYLAND
CORPORATIONS
ABS, ABSS, ACF, ACOF, AEIF, AGREIF, AGTGF, AGCF, AGIF, AHIF, AIGF, ALCGF
Each Fund subject to this Proposal is organized as a Maryland corporation and
is subject to the Maryland General Corporation Law ("MGCL"). Under the MGCL, a
Fund is formed pursuant to a charter (each a "Charter") that sets forth various
provisions relating primarily to the governance of that Fund and powers of the
Fund to conduct business. Each Fund's Board has declared advisable and
recommends to the Fund's stockholders the amendment and restatement of the
Charter of that Fund. The Adviser advised the Board of each Fund that the
proposed amendments have two primary objectives. First, the Adviser believes,
and the Directors agree, that it is important to modernize and update the
Charters to take full advantage of the flexibility afforded by the provisions
of the MGCL, as they currently exist or may be changed in the future. Second,
stockholders of many of the other Funds approved the amendment and restatement
of their Charters in 2005 and the Adviser believes and the Directors agree that
it is beneficial for all of the Funds' Charters to be standardized so that
there are no differences among the Funds. In the past, the existence of
different Charter provisions has imposed burdens in administering the Funds
and, in some cases, limited the Board's authority to take actions that would
benefit that Fund and its stockholders.
Many of the amendments are technical amendments that are designed to allow a
Fund's Board to take full advantage of the provisions of the MGCL. Some of the
Funds are older Funds. Since their formation, law and industry practice have
changed significantly, and the Charters for these Funds contain significant
variations from the Charters of more recently organized Funds. Some provisions
of these Charters are now obsolete because they are regulated by the 1940 Act
or the MGCL and are no longer required in the Charters. Other provisions
conflict with, or permit activities prohibited by, law. For these reasons, the
Adviser recommended to the Boards the amendment and restatement of the Charters
as discussed below in order to modernize and standardize them, which will
facilitate a Board's ability to direct the management of the business and
affairs of a Fund as it deems advisable and in accordance with the Fund's best
interests. Each Board recommends that stockholders approve the amendment and
restatement of the Charter for their Fund.1 The amendment and restatement of
each Charter will be accomplished by repealing in their entirety all of the
existing Charter provisions and substituting in lieu thereof the new provisions
set forth in the Form of Articles of Amendment and Restatement (each a "New
Charter" and, together, the "New Charters") attached as Appendix C. A detailed
summary of the amendments is set forth below. If a stockholder of any Fund
would like a copy of the current Charter for that Fund, please write to
Kristine Antoja at AllianceBernstein L.P., 1345 Avenue of the Americas, New
York, New York 10105.
- --------
1 Some Funds are organized as series funds and they may have separate
portfolios that are regarded as separate investment companies under the 1940
Act. However, all portfolios of a Fund are governed by the same Charter and
stockholders of each series will vote on the proposed charter amendments.
Therefore, if approved by the stockholders, a New Charter (defined below)
will govern all of the portfolios operated by its Fund.
20
If approved, the New Charters will give a Board more flexibility and broader
authority to act than do the existing charters. This increased flexibility is
intended to allow the Directors to react more quickly to changes in competitive
and regulatory conditions and allow the Funds to operate in a more efficient
and economical manner.
While each of the New Charters of the Funds are generally the same (except for
variations with respect to authorization and classification of stock), as
explained above, some of the Funds' existing Charters are significantly
different. So, the actual provisions being repealed or amended will vary from
Fund to Fund. The proposed amendments to the Charters fall generally under four
broad categories: (i) series and class structure and related provisions;
(ii) stockholder voting provisions; (iii) mandatory and other redemption
provisions; and (iv) indemnification provisions. Certain of the older Funds
have additional categories. The following discusses the material changes for
the Funds within these broad categories and the additional categories,
discusses the Boards' recommendations as to each amendment, and identifies each
Fund for which an amendment is applicable.
A. SERIES AND CLASS STRUCTURE AND RELATED PROVISIONS
The Adviser recommended, and the Boards declared advisable, the proposed
amendments concerning the establishment and administration of series and
classes2 of the Funds' stock to update the Charters and to provide the Funds'
Boards with the broadest flexibility to act with respect to series or classes
of stock under the MGCL subject to the 1940 Act. The proposed amendments are as
follows:
. Provide for the automatic readjustment of the number of authorized shares
of a class or series of a Fund that are classified or reclassified into
shares of another class or series of the Fund. This change is
administrative and provides for automatic readjustment in the number of
shares in the charter where changes are made to one series or class.
All Funds.
. Clarify that the Directors have sole discretion to allocate the Fund's
general assets not otherwise identifiable as belonging to a particular
series or class to and among one or more series or classes and to provide
that any general assets allocated to a series or class will irrevocably
belong to that series or class.
All Funds.
. Provide that debts, liabilities, obligations and expenses of a series or
class are enforceable only with respect to that series or class and not
against the assets of a Fund generally.
All Funds.
. Provide that the Directors may establish a specified holding period prior
to the record date for stockholders to be entitled to dividends (deleting
for some Funds a requirement that such holding period may not exceed 72
hours) and to provide that dividends or distributions may be paid in-kind.
All Funds.
- --------
2 If a Fund is a series fund, the stockholders of each portfolio own shares of
a specific series of stock. Stock of a specific series (or portfolio) may be
divided into more than one class of shares.
21
. Clarify that (i) debts, liabilities, obligations and expenses of a series
or class shall be charged to the assets of the particular series or class
and (ii) the Directors' determination with respect to the allocation of
all debts, liabilities, obligations and expenses is conclusive.
(i) All Funds except ABS and AGIF. (ii) Applicable only to ACF and AGTGF.
. Permit the Board discretion to provide for the automatic conversion of any
share class into any other share class to the extent disclosed in the
Fund's registration statement and permitted by applicable law and
regulations and replace, to the extent applicable, specific conversion
provisions with respect to a class or series.
All Funds except ABSS, ACOF, AGREIF and AGCF.
. Clarify that redeemed or otherwise acquired shares of stock of a series or
class shall constitute authorized but unissued shares of stock of that
series or class and, in connection with a liquidation or reorganization of
a series or class of a Fund in which 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 series or class. This clarifying change would have no
practical effect on the operation of a Fund.
All Funds.
B. STOCKHOLDER VOTING PROVISIONS
The Adviser recommended, and the Boards declared advisable, proposed minor
changes to each Fund's voting provisions. These changes are intended to give
the Directors more flexibility in setting voting requirements consistent with
current MGCL provisions and the best interests of the Funds. These changes also
clarify quorum requirements at meetings for specific classes or series and for
a Fund as a whole. The proposed amendments are as follows:
. Permit, if approved by the Directors as to any matter submitted to
stockholders, a Fund to calculate the number of votes to which
stockholders are entitled to cast on such matter on the basis of the net
asset value of shares rather than on the basis of one vote for each share
outstanding. A Fund would be required to obtain exemptive relief from the
Securities and Exchange Commission ("SEC") in order to calculate
stockholder votes entitled to be cast in this manner. This amendment would
permit the Funds to address circumstances in which there are large
disparities in net asset value per share among the series of a Fund
resulting in inequitable voting rights among the stockholders of the
various series in relation to the value of a stockholder's investment.
While the Funds do not currently intend to seek exemptive relief, if the
proposed amendment to the charter is approved, the Funds would be able to
rely upon such relief if it is ever requested and granted without any need
to seek stockholder approval of a charter amendment.
All Funds.
. Permit the Directors to determine that certain matters are subject to vote
only by a specific series or class of the Fund, rather than by all
stockholders of the Fund as a single class, for matters that are not
otherwise prescribed under the
22
1940 Act or other applicable law. The charters currently provide that
stockholders of a specific class will vote on issues pertaining only to
that class. This amendment is intended to clarify that the Directors may
make this determination of whether an issue pertains to a particular class
when it is not otherwise specified by law. In addition, the proposed
amendments would clarify that, where a separate class or series vote is
required, a quorum would be determined by the presence in person or by
proxy of the holders of shares of that series or class entitled to vote at
the meeting.
All Funds.
C. MANDATORY AND OTHER REDEMPTION PROPOSALS
The Adviser recommended, and the Boards declared advisable, the proposed
changes to give the Directors greater flexibility to determine when it is in
the best interests of a Fund to redeem shares or to impose fees upon
redemptions. For example, small accounts are costly for the Fund to maintain,
often at the expense of larger stockholders. Although the Directors have the
ability to set mandatory redemption amounts within the limits currently set
forth in the charters, the proposed change would provide the Directors with
maximum flexibility to set mandatory redemption amounts that are appropriate
for a Fund's circumstances as well as to determine the method and timing of
notice to stockholders. The Directors are expected to consider a recommendation
of the Adviser that they approve an increase in the mandatory redemption amount
for the Funds of $1,000, rather than the current $500, in the near term. In
addition, these amendments would permit a Board to cause a Fund to effect
mandatory redemptions for other purposes, such as for a reorganization or
liquidation of a Fund or one or more of its series or classes, which are
generally permitted by the MGCL to be undertaken without stockholder approval.
If these changes are adopted, upon approval by the Board, the typical
reorganization or liquidation will require only the stockholder approval
required under the 1940 Act, if any. The proposed amendments are as follows:
. Eliminate the specified dollar amount for mandatory redemptions included
in the charters.
All Funds.
. Provide the Board with the sole discretion to set a mandatory redemption
threshold for small accounts.
ABS, AGTGF and AGIF.
. Permit the mandatory redemption of an account if it is below the small
account threshold established by the Board (rather than only in the event
the account is below the threshold because of redemptions).
AGTGF.
. Eliminate the current stockholder notice requirement, which requires that
a Fund give 30 or 45 days' notice to stockholders prior to a mandatory
redemption.
All Funds except ABS and AGIF.
. Eliminate a cap on the minimum account amount for mandatory redemptions.
All Funds.
23
. Amend mandatory redemption provision to give the Board the authority to
redeem shares for other purposes permitted under the MGCL, such as
liquidations or reorganizations, subject to the requirements of the 1940
Act.
All Funds except ABS and AGIF.
For all Funds except ABS, ACOF, AGCF and AGREIF, the proposed amendments would
broaden the range of fees, which may currently include deferred sales charges
and/or redemption fees, that may be imposed at the time of redemption if
approved by the Board and consistent with applicable law. The amended
provisions would refer to "deferred sales charges, redemption fees or other
amounts" that may be imposed upon the redemption of shares. The Directors could
determine that a redemption fee to discourage market timing could be
appropriate for a Fund and the proposed amendments would give the Directors
maximum flexibility to impose such fees. Other amounts could include, for
example, stockholder transaction fees. This amendment would be made applicable
to all classes of shares. The proposed amendments would provide the Funds with
the flexibility to impose such fees, although the Adviser has no current
intention to recommend additional stockholder fees.
D. INDEMNIFICATION PROVISIONS
The charters of the Funds provide that, to the maximum extent permitted by
Maryland law and the 1940 Act, Directors and officers shall not be liable to a
Fund for money damages. Moreover, the charters or Bylaws of the Funds provide
that, to the maximum extent permitted by Maryland law and the 1940 Act,
Directors and officers shall be indemnified by the Funds and shall have
expenses advanced by the Funds. The proposed amendments to certain of the
charters would specifically provide that a Fund has the power to indemnify and
advance expenses to its Directors and officers to the maximum extent permitted
by the 1940 Act and the MGCL. The proposed amendments would also, among other
things:
. Clarify or provide that, to the maximum extent permitted by Maryland law
and the 1940 Act, a Fund has the power to obligate itself to indemnify and
advance expenses to a director or officer.
All Funds (new provision for ABS and AGIF).
. Allow a Fund, with approval of the Directors, to indemnify and advance
expenses to any person who served as a director for a predecessor of the
Fund in a capacity that may be indemnified under the Fund's charter.
All Funds.
. Prohibit retroactive changes to the indemnification provisions in a Fund's
Bylaws. (Similar non-retroactivity provisions already cover charter
provisions.)
All Funds except ABS and AGIF.
. Prohibit retroactive changes to the indemnification provisions in a Fund's
Charter or Bylaws.
ABS and AGIF.
. Vest in the Funds the power to indemnify and advance expenses to a Fund's
Directors and officers who, while serving as such for a Fund, also serve
at a
24
Fund's request in a like position of another enterprise and are subject to
liability by reason of their service in such capacity.
All Funds except AGTGF.
. Replace the specific 1940 Act limitations on 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
indemnification imposed under the 1940 Act.
All Funds except ABS, AGIF and AGTGF.
We are recommending these amendments because it is important for a Fund to be
able to indemnify and advance expenses to the maximum extent permitted by law
in order to promote efficient and effective management of the Fund. More
restrictive indemnification provisions may make it difficult to attract and
retain qualified Directors and officers notwithstanding the protective
provisions in the Funds' Bylaws and the fact that the Directors have the
benefit of insurance.
E. OTHER REVISIONS FOR SPECIFIC FUNDS
1. Corporate Purpose
The existing Charters of certain Funds enumerate a list of specific powers of
the Fund. Proposed changes would delete these provisions and each such Fund's
Charter would provide instead that the Fund shall have all powers permitted by
the MGCL. A Fund is not required to list specific powers in its Charter and
this specificity may hinder a Fund's operations and the Directors' flexibility
in determining appropriate actions for a Fund to undertake. The specific list
may restrict the Fund's ability to be competitive in the market without
incurring the cost and delay of a stockholder vote and to respond quickly to
regulatory developments to the detriment of the Fund. By providing a Fund with
all the powers permitted under the MGCL, the proposed amendments will give a
Fund and its Directors broader flexibility to administer and operate the Funds.
. Delete specific powers of a Fund, and provide instead that a Fund shall
have all powers conferred upon it or permitted by the MGCL.
ABS, ACF, AGIF and AGTGF.
2. Dividends and Distributions
Two of the Funds, ABS and AGIF, have various provisions relating to dividends
and distributions. Such provisions were presumably considered customary and
desirable when these Funds were formed in 1932, but they are now obsolete or
unnecessary. The proposed amendments would eliminate these and related
unnecessary provisions because the Funds' method and manner of making dividends
and distributions is regulated by the 1940 Act and federal tax law, as well as
applicable limitations on distributions under the MGCL. These changes would not
affect the Funds' current dividend policies.
. Delete provision that, in each fiscal year, the Fund shall distribute
approximately the amount of net cash income received by the Fund during
the fiscal year.
. Delete a provision giving the Directors discretion to distribute
additional dividends from any assets of a Fund legally available for
payment thereof.
25
. Delete a provision that requires a Board to sell all dividends and
distributions that are not cash dividends, such as shares of stock of a
company, received by a Fund on its investments and to credit the net cash
proceeds of such sale to cash income and distribute it to stockholders.
3. Class Provisions
Certain of the Funds have outdated provisions related to matters that are now
governed by the 1940 Act or exemptions thereto. These changes would not affect
the Funds' current investment policies. The proposed amendments would:
. Delete a provision giving the Board the authority to exclude the
designation of the shares of a class or series from the definition of a
"senior security" under the 1940 Act.
ACF.
. Delete a provision, as unnecessary, that permitted distribution to vary
from class to class for the purposes of complying with regulatory or
legislative requirements.
ACF and AGTGF.
4. Stockholder Voting Provision
Certain of the Funds' Charters are silent on the requirements for a quorum for
transaction of business at stockholders meeting. Recent changes to the MGCL
generally permit, when a charter is silent on the requirements for a quorum at
a stockholders meeting, the Bylaws of a Fund to establish the quorum
requirements. The Bylaws of each of ABS, AGIF and AGTGF generally provide that,
at any meeting of stockholders, the presence in person or by proxy of
stockholders entitled to cast one-third of all the votes entitled to be cast at
such meeting on any matter shall constitute a quorum. The New Charters
establish quorum provisions that are consistent with the Bylaws of ABS, AGIF,
and AGTGF. The Adviser proposed, and the Board deemed advisable, that this
quorum requirement be added to these Funds' Charters. This is the same quorum
requirement included in most other Funds' Charters. The New Charters:
. Provide that the presence in person or by proxy of the holders of shares
entitled to cast one-third of the votes entitled to be cast would
constitute a quorum for a stockholder meeting.
5. Redemption Provisions
The proposed amendments would delete certain provisions relating to redemptions
of shares. These provisions are now unnecessary because the matters covered by
them are governed by Maryland law or the 1940 Act. The proposed amendments
would:
. Delete a provision terminating a stockholder's rights at the time a
redemption price has been determined with certain exceptions.
ABS, ACF, AGIF and AGTGF.
. Delete a provision that authorizes a Fund, upon Board approval, to buy
back shares at a price not exceeding net asset value by an agreement with
stockholders.
ABS, ACF, AGIF and AGTGF.
26
6. Board of Directors
The proposed amendments would provide that the minimum number of Directors for
a Fund shall be one and eliminate the maximum number of Directors. The minimum
number is currently specified as two or three Directors and the maximum as
twenty (applies to ACF and AGTGF). The proposed amendments would give the
Directors the flexibility to determine the number of Directors that are
appropriate for a Fund's Board based on the specific circumstances of the Fund.
The proposed amendments would also revise the general powers of the Board and
explicitly permit the Board to authorize the issuance of stock and other
securities without stockholder approval unless otherwise required by applicable
law. These amendments provide greater flexibility for the Directors to
determine appropriate actions for a Fund, especially to issue shares to the
extent permitted by the MGCL. These changes would not affect the management or
operation of the Funds. The New Charters:
. Provide that the minimum number of Directors for a Fund shall be one and
that the number of Directors may be fixed pursuant to the Bylaws.
ABS, ACF, AGIF and AGTGF.
. Expand or clarify that the general powers of a Board and explicitly permit
the Board to authorize the issuance of stock and other securities without
stockholder approval.
ABS, ACF, AGIF and AGTGF.
7. Interested Persons Provisions
The Charters for certain Funds currently permit contracts to provide services
between the Fund and interested persons of the Fund, including the Adviser.
Affiliated transactions are regulated under the 1940 Act rather than the MGCL.
These changes would not affect the Funds' transactions with interested or
affiliated persons, which will remain subject to regulations under the 1940
Act. The proposed amendments would eliminate the following provisions:
. Procedures that a Fund must follow to enter into a contract with an
affiliate.
ACF and AGTGF.
. Provision that permits interested persons to contract to provide services
for a Fund and provide indemnification with respect to the provision of
those services.
AGIF.
. Provisions that state that contracts with interested persons will not be
void if such interest is disclosed to the Board and that permit an
interested person to be counted towards a quorum for a vote to authorize
that contract.
ABS and AGIF.
Approval of Proposal 4 with respect to each Fund requires the affirmative vote
of the holders of shares entitled to cast a majority of the votes entitled to
be cast. The Board, including the Independent Directors, of each Fund
unanimously recommends that the stockholders of each Fund vote FOR Proposal 4.
27
PROPOSAL FIVE
CHANGES TO FUNDAMENTAL POLICIES REGARDING COMMODITIES
ALL FUNDS (EXCEPT ABF-MULTI-ASSET INFLATION STRATEGY, ACF-MARKET NEUTRAL
STRATEGY-U.S. AND ACF-MARKET NEUTRAL STRATEGY-GLOBAL)
Section 8(b) of the 1940 Act requires a fund to disclose whether it has a
policy to engage in certain activities. Under the 1940 Act, these policies are
"fundamental" and may not be changed without a stockholder vote. The Board
considered and approved the Adviser's recommendation for the modification of
the fundamental commodities policies of the Funds.
The Funds' current fundamental commodities policies prohibit the purchase or
sale of commodities regulated by the Commodity Futures Trading Commission
("CFTC") under the Commodity Exchange Act ("CEA") except for futures contracts
and options on futures contracts. The Funds' fundamental commodities policies
reflected legal requirements in effect at the time the current policy was
adopted. The derivatives transactions regulated as commodities by the CFTC
under the CEA were futures and options on futures and options on physical
commodities. Swaps, including forward currency exchange contracts, were
specifically excluded from regulation by the CFTC.
As part of its recent financial reform initiative, Congress recently enacted
legislation that, among other things, amends the CEA to subject swaps,
including forward currency exchange contracts, to CFTC regulation. As a result,
the current commodities policy, which specifically refers to commodities
regulated by the CFTC, could potentially limit the Funds' flexibility to engage
in certain swaps and forward currency exchange contracts following the adoption
of regulations implementing the legislation. In order to clarify that the Funds
may continue to engage in the same derivatives transactions that they are
permitted to engage in today, regardless of whether a governmental agency may
regulate these instruments in the future, the Adviser recommended, and the
Directors approved, the following fundamental policy:
The Fund may purchase or sell commodities or options thereon to the
extent permitted by applicable law.
The proposed fundamental policy would make it clear that the Funds may continue
to engage in swaps, forward currency exchange contracts, as well as futures,
options on futures, and any other commodity or commodities contracts. The
Funds' investment in commodities will be reflected in investment policies
approved by the Directors and disclosed in a Fund's Prospectuses and SAIs. The
Adviser will continue to manage the Funds under the policies previously
approved by the Directors and the proposed amendments would not result in a
change to a Fund's risk exposure. The amended policy would permit Directors to
modify the Funds' investment policies to reflect changes in statutory and
regulatory requirements without incurring the time and expense of obtaining
stockholder approval to change the policy and avoid issues relating to any
future changes in the regulation of commodities.
Approval of Proposal 5 requires a 1940 Act Majority Vote with respect to each
Fund (or with respect to a Fund that has series, each Portfolio). The Board,
including the Independent Directors, of each Fund unanimously recommends that
the stockholders of each Fund vote FOR Proposal 5.
28
PROPOSAL SIX
RECLASSIFICATION OF FUNDAMENTAL INVESTMENT OBJECTIVES OF CERTAIN FUNDS
ABSS--U.S. LARGE CAP PORTFOLIO ("USLC")
AGCF
The Board considered and approved the Adviser's recommendation for the
reclassification of the investment objectives of the Funds listed above as
non-fundamental. The 1940 Act does not require the Funds' investment objectives
to be fundamental policies that are changeable only by a stockholder vote. This
proposal would give the Directors the flexibility to revise the Funds'
investment objectives to respond to changed market conditions or other
circumstances in a timely manner without the delay and expense of obtaining a
stockholder vote. We are not proposing to change the investment objectives.
USLC's investment objective is the same as the other AB Growth Funds, whose
investment objectives are not fundamental. AGCF's fundamental investment
objective requires it to invest at least 80% of its total assets in Greater
China companies. However, AGCF is subject to Rule 35d-1, the so-called "Names
Rule", which also requires it to have a policy to invest at least 80% of its
assets in securities of Greater China companies. While the Directors would have
the flexibility to change the 80% requirement in its investment objective, it
would still be required to have an 80% policy as long as its name included the
reference to Greater China.
As with other investment objectives, we will provide stockholders with advance
notice of not less than 60 days of any subsequent material change to a Fund's
investment objective.
Approval of Proposal 6 requires a 1940 Act Majority Vote with respect to each
Fund. The Board, including the Independent Directors, of each Fund unanimously
recommends that the stockholders of each Fund vote FOR Proposal 6.
Part III--Independent Registered Public Accounting Firms
Approval of Independent Registered Public Accounting Firms by Board
The Board of each Fund, including a majority of the Directors who are not
"interested persons", has appointed Ernst & Young LLP ("E&Y") as the
independent registered public accounting firm for the each Fund's current
fiscal year. E&Y has represented that it does not have any direct financial
interest or any material indirect financial interest in any of the Funds.
The Audit Committee of the Boards of each of ABS, ABSS, ACS, AEIF, AEXR, AGGF,
AGIF, AIGF, ALCGF, ASMCGF and TAP (the "Auditor Change Funds") approved the
dismissal of KPMG LLP as independent registered public accounting firm for the
Auditor Change Funds (the "Prior Auditor") at a meeting held on March 24, 2010.
The Prior Auditor's reports on the financial statements of the Auditor Change
Funds for their last two fiscal years did not contain an adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit
29
scope or accounting principles. During the period the Prior Auditor was
engaged, there were no disagreements with the Prior Auditor on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedures, which would have caused it to make reference to that
matter in connection with its reports for the Auditor Change Funds or
reportable events as described in paragraph (v) of Item 304(a)(1) of Regulation
S-K. The Auditor Change Funds have requested that the Prior Auditor furnish
them with a letter addressed to the SEC stating whether or not it agrees with
the above statements. A copy of the letter is attached as Appendix E and
similar letters will be filed as Exhibit 77 to the Auditor Change Funds' first
Form N-SAR filed following the Prior Auditor's dismissal.
Except for the Auditor Change Funds, E&Y has audited the accounts of each Fund
for the last two fiscal years.
Representatives of E&Y are expected to attend the Meeting, to have the
opportunity to make a statement and to respond to appropriate questions from
the stockholders. Representatives of the Prior Auditor are not expected to
attend the Meeting.
Independent Registered Public Accounting Firms' Fees
The following table sets forth the aggregate fees billed by the independent
registered public accounting firms for each Fund's last two fiscal years
(except for Funds that only recently commenced operations and have not yet
completed a fiscal year) for professional services rendered for: (i) the audit
of the Fund's annual financial statements included in the Fund's annual report
to stockholders; (ii) assurance and related services that are reasonably
related to the performance of the audit of the Fund's financial statements and
are not reported under (i), which include advice and education on accounting
and auditing issues, consent letters, and in the case of certain of the Funds,
include multi-class distribution testing; (iii) tax compliance, tax advice and
tax return preparation; and (iv) aggregate non-audit services provided to the
Fund, the Adviser and entities that control, are controlled by or under common
control with the Adviser that provide ongoing services to the Fund ("Service
Affiliates"), which include conducting an annual internal control report
pursuant to Statement on Auditing Standards No. 70. No other services were
provided to any Fund during this period.
TABLE 1
ALL FEES FOR
NON-AUDIT
SERVICES
ALL OTHER PROVIDED TO THE
FEES FOR FUND, THE
SERVICES ADVISER
AUDIT PROVIDED AND SERVICE
NAME OF FUND AUDIT FEES RELATED FEES TAX FEES TO FUND AFFILIATES
- ----------------------- ---- ---------- ------------ -------- --------- ---------------
ABF--Intermediate Bond 2008 $60,400 $7,711 $30,707 n/a $998,263
Portfolio 2009 $44,837 $7,764 $ 5,564 n/a $787,985
ABS 2008 $38,000 $3,329 $ 6,988 n/a $387,022
2009 $33,132 $ 0 $18,025 n/a $177,274
ABSS--U.S. Large Cap 2008 $23,000 $ 0 $16,863 n/a $323,413
Portfolio 2009 $22,172 $ 0 $ 7,500 n/a $256,549
ABSS--2000 Retirement 2008 $22,750 $ 0 $16,663 n/a $323,213
Strategy 2009 $22,731 $ 0 $ 6,700 n/a $255,749
ABSS--2005 Retirement 2008 $22,750 $ 0 $16,663 n/a $323,213
Strategy 2009 $22,731 $ 0 $ 6,700 n/a $255,749
30
ALL FEES FOR
NON-AUDIT
SERVICES
ALL OTHER PROVIDED TO THE
FEES FOR FUND, THE
SERVICES ADVISER
AUDIT PROVIDED AND SERVICE
NAME OF FUND AUDIT FEES RELATED FEES TAX FEES TO FUND AFFILIATES
- -------------------------- ---- ---------- ------------ -------- --------- ---------------
ABSS--2010 Retirement 2008 $22,750 $ 0 $16,663 n/a $323,213
Strategy 2009 $22,731 $ 0 $ 6,700 n/a $255,749
ABSS--2015 Retirement 2008 $22,750 $ 0 $16,663 n/a $323,213
Strategy 2009 $22,731 $ 0 $ 6,700 n/a $255,749
ABSS--2020 Retirement 2008 $22,750 $ 0 $16,663 n/a $323,213
Strategy 2009 $22,731 $ 0 $ 6,700 n/a $255,749
ABSS--2025 Retirement 2008 $22,750 $ 0 $16,663 n/a $323,213
Strategy 2009 $22,731 $ 0 $ 6,700 n/a $255,749
ABSS--2030 Retirement 2008 $22,750 $ 0 $16,663 n/a $323,213
Strategy 2009 $22,731 $ 0 $ 6,700 n/a $255,749
ABSS--2035 Retirement 2008 $22,750 $ 0 $16,663 n/a $323,213
Strategy 2009 $22,731 $ 0 $ 6,700 n/a $255,749
ABSS--2040 Retirement 2008 $22,750 $ 0 $16,663 n/a $323,213
Strategy 2009 $22,731 $ 0 $ 6,700 n/a $255,749
ABSS--2045 Retirement 2008 $22,750 $ 0 $16,663 n/a $323,213
Strategy 2009 $22,731 $ 0 $ 6,700 n/a $255,749
ABSS--2050 Retirement 2008 $22,750 $ 0 $16,663 n/a $323,213
Strategy 2009 $22,681 $ 0 $ 6,700 n/a $255,749
ABSS--2055 Retirement 2008 $22,750 $ 0 $16,663 n/a $323,213
Strategy 2009 $22,681 $ 0 $ 6,700 n/a $255,749
ABT--AllianceBernstein 2008 $37,800 $5,184 $16,636 n/a $982,165
Value Fund 2009 $33,240 $ 0 $ 7,784 n/a $782,440
ABT--AllianceBernstein 2008 $37,800 $5,184 $16,650 n/a $982,179
Small/Mid Cap Value 2009 $34,120 $ 0 $ 7,784 n/a $782,440
Fund
ABT--AllianceBernstein 2008 $45,200 $5,443 $20,484 n/a $986,272
International Value Fund 2009 $41,720 $ 0 $ 8,384 n/a $783,040
ABT--AllianceBernstein 2008 $37,800 $5,184 $19,537 n/a $985,066
Global Value Fund 2009 $36,665 $ 0 $ 8,384 n/a $783,040
ACF--Small Cap Growth 2009 $33,680 $1,650 $ 8,308 n/a $711,673
Portfolio 2010 $29,000 $ 0 $15,605 n/a $608,552
ACF--U.S. Strategic 2009 $ 0 $ 0 $ 0 n/a $ 0
Research Portfolio 2010 $21,750 $ 0 $ 0 n/a $666,918
ACOF 2008 $44,100 $5,404 $16,575 n/a $982,324
2009 $33,040 $ 0 $ 7,834 n/a $782,490
ACS 2009 $33,600 $ 0 $11,350 n/a $183,043
2010 $32,900 $ 0 $17,990 n/a $192,022
ADYF 2008 $66,600 $5,542 $21,106 n/a $986,993
2009 $53,739 $1,650 $10,900 n/a $787,207
AEIF 2008 $35,250 $ 0 $ 8,038 n/a $386,388
2009 $33,231 $ 0 $15,525 n/a $174,774
AEXR 2008 $27,300 $ 0 $ 6,576 n/a $377,926
2009 $26,566 $ 0 $ 3,000 n/a $187,249
31
ALL FEES FOR
NON-AUDIT
SERVICES
ALL OTHER PROVIDED TO THE
FEES FOR FUND, THE
SERVICES ADVISER
AUDIT PROVIDED AND SERVICE
NAME OF FUND AUDIT FEES RELATED FEES TAX FEES TO FUND AFFILIATES
- ---------------------------- ---- ---------- ------------ -------- --------- ---------------
AFIS--Government STIF 2009 $35,800 $1,816 $19,100 n/a $ 460,445
Portfolio 2010 $33,030 $ 0 $12,408 n/a $ 719,514
AGBF 2008 $70,587 $3,211 $21,907 n/a $1,031,365
2009 $55,320 $4,732 $10,400 n/a $ 746,586
AGCF 2009 $32,240 $1,650 $10,084 n/a $ 713,449
2010 $29,000 $ 0 $12,877 n/a $ 605,824
AGGF 2009 $36,818 $ 0 $13,600 n/a $ 284,799
2010 $30,500 $ 0 $ 1,408 n/a $ 668,326
AGIF 2008 $36,500 $ 0 $12,517 n/a $ 383,867
2009 $31,686 $ 0 $16,025 n/a $ 175,270
AGREIF 2008 $58,300 $5,901 $28,375 n/a $ 994,621
2009 $45,800 $ 0 $13,884 n/a $ 788,540
AGTGF 2009 $36,320 $3,300 $12,684 n/a $ 717,699
2010 $29,000 $2,000 $16,485 n/a $ 611,432
AHIF 2008 $67,650 $8,711 $63,407 n/a $1,032,463
2009 $60,416 $5,668 $10,400 n/a $ 790,725
AIGF 2009 $38,842 $ 0 $13,200 n/a $ 284,399
2010 $30,500 $ 0 $ 2,581 n/a $ 669,499
ALCGF 2009 $30,722 $ 0 $12,725 n/a $ 298,924
2010 $29,000 $ 0 $ 2,581 n/a $ 595,528
AMIF--California Portfolio 2008 $35,110 $3,440 $13,625 n/a $ 977,410
2009 $31,920 $4,699 $ 6,440 n/a $ 785,796
AMIF--High Income 2008 $ 0 $ 0 $ 0 n/a $ 0
Municipal Portfolio 2009 $ 0 $ 0 $ 0 n/a $ 0
AMIF--National Portfolio 2008 $35,110 $3,440 $13,625 n/a $ 977,410
2009 $31,920 $4,389 $ 5,790 n/a $ 784,835
AMIF--New York Portfolio 2008 $35,110 $3,440 $13,625 n/a $ 977,410
2009 $31,920 $2,422 $ 5,790 n/a $ 782,868
AMIF II--Arizona Portfolio 2008 $26,767 $3,148 $14,758 n/a $1,024,154
2009 $26,879 $4,732 $ 6,983 n/a $ 743,169
AMIF II--Massachusetts 2008 $26,767 $3,148 $14,758 n/a $1,024,154
Portfolio 2009 $26,879 $4,732 $ 6,983 n/a $ 743,169
AMIF II--Michigan Portfolio 2008 $26,767 $3,148 $14,758 n/a $1,024,154
2009 $26,879 $4,732 $ 6,983 n/a $ 743,169
AMIF II--Minnesota 2008 $26,767 $3,148 $14,758 n/a $1,024,154
Portfolio 2009 $26,880 $4,732 $ 6,983 n/a $ 743,169
AMIF II--New Jersey 2008 $26,767 $3,148 $14,758 n/a $1,024,154
Portfolio 2009 $26,880 $4,732 $ 6,983 n/a $ 743,169
AMIF II--Ohio Portfolio 2008 $26,767 $3,148 $14,758 n/a $1,024,154
2009 $26,880 $4,732 $ 6,983 n/a $ 743,169
AMIF II--Pennsylvania 2008 $26,767 $3,148 $14,758 n/a $1,024,154
Portfolio 2009 $26,880 $4,732 $ 6,983 n/a $ 743,169
AMIF II--Virginia Portfolio 2008 $26,767 $3,148 $14,758 n/a $1,024,154
2009 $26,880 $4,732 $ 6,983 n/a $ 743,169
32
ALL FEES FOR
NON-AUDIT
SERVICES
ALL OTHER PROVIDED TO THE
FEES FOR FUND, THE
SERVICES ADVISER
AUDIT PROVIDED AND SERVICE
NAME OF FUND AUDIT FEES RELATED FEES TAX FEES TO FUND AFFILIATES
- -------------------------- ---- ---------- ------------ -------- --------- ---------------
ASMCGF 2009 $30,722 $0 $ 4,200 n/a $286,199
2010 $29,000 $0 $ 1,173 n/a $594,120
TAP--AllianceBernstein 2009 $30,481 $0 $ 5,000 n/a $286,999
Growth Fund 2010 $29,000 $0 $ 3,754 n/a $596,701
TAP-- Conservative Wealth 2008 $22,750 $0 $16,863 n/a $323,413
Strategy 2009 $22,681 $0 $ 7,500 n/a $256,549
TAP-- Tax-Managed 2008 $40,200 $0 $18,825 n/a $325,375
Conservative Wealth 2009 $36,753 $0 $ 8,600 n/a $257,649
Strategy
TAP--Balanced Wealth 2008 $22,750 $0 $16,863 n/a $323,413
Strategy 2009 $22,681 $0 $ 7,500 n/a $256,549
TAP--Tax-Managed 2008 $40,200 $0 $21,325 n/a $327,875
Balanced Wealth Strategy 2009 $36,753 $0 $ 8,600 n/a $257,649
TAP--Wealth Appreciation 2008 $22,750 $0 $18,363 n/a $324,913
Strategy 2009 $20,681 $0 $ 7,500 n/a $256,549
TAP--Tax-Managed Wealth 2008 $40,200 $0 $20,275 n/a $326,825
Appreciation Strategy 2009 $36,753 $0 $ 7,500 n/a $256,549
Beginning with audit and non-audit service contracts entered into on or after
May 6, 2003, the Funds' Audit Committee policies and procedures require the
pre-approval of all audit and non-audit services provided to a Fund by the
Fund's independent auditors. A Fund's Audit Committee policies and procedures
also require pre-approval of all audit and non-audit services provided to the
Adviser and Service Affiliates to the extent that these services are directly
related to the operations or financial reporting of the Fund. Accordingly, all
of the amounts for Audit Fees, Audit-Related Fees and Tax Fees in Table 1 are
for services pre-approved by the Audit Committee.
The amounts of the Fees for Non-Audit Services provided to the Fund, the
Adviser and Service Affiliates in Table 1 for each Fund that were subject to
pre-approval by the Audit Committee for 2008 and 2009 are presented below in
Table 2 (includes conducting an annual internal control report pursuant to
Statement on Accounting Standards No. 70). The Audit Committee of each Fund has
considered whether the provision of any non-audit services not pre-approved by
the Audit Committee provided by the Fund's independent auditors to the Adviser
and Service Affiliates is compatible with maintaining the auditors'
independence.
33
TABLE 2
FEES FOR NON-AUDIT
SERVICES PROVIDED
TO THE FUND,
THE ADVISER AND
SERVICE AFFILIATES
SUBJECT TO PORTION COMPRISED
PRE-APPROVAL BY OF AUDIT PORTION COMPRISED
NAME OF FUND AUDIT COMMITTEE RELATED FEES OF TAX FEES
- --------------------------------- ---- ------------------ ----------------- -----------------
ABF--Intermediate Bond Portfolio 2008 $ 181,037 $150,830 $30,207
2009 $ 257,174 $251,610 $ 5,564
ABS 2008 $ 8,672 $ 1,684 $ 6,988
2009 $ 18,025 $ 0 $18,025
ABSS--U.S. Large Cap Portfolio 2008 $ 16,863 $ 0 $16,863
2009 $ 7,500 $ 0 $ 7,500
ABSS--2000 Retirement Strategy 2008 $ 16,663 $ 0 $16,663
2009 $ 6,700 $ 0 $ 6,700
ABSS--2005 Retirement Strategy 2008 $ 16,663 $ 0 $16,663
2009 $ 6,700 $ 0 $ 6,700
ABSS--2010 Retirement Strategy 2008 $ 16,663 $ 0 $16,663
2009 $ 6,700 $ 0 $ 6,700
ABSS--2015 Retirement Strategy 2008 $ 16,663 $ 0 $16,663
2009 $ 6,700 $ 0 $ 6,700
ABSS--2020 Retirement Strategy 2008 $ 16,663 $ 0 $16,663
2009 $ 6,700 $ 0 $ 6,700
ABSS--2025 Retirement Strategy 2008 $ 16,663 $ 0 $16,663
2009 $ 6,700 $ 0 $ 6,700
ABSS--2030 Retirement Strategy 2008 $ 16,663 $ 0 $16,663
2009 $ 6,700 $ 0 $ 6,700
ABSS--2035 Retirement Strategy 2008 $ 16,663 $ 0 $16,663
2009 $ 6,700 $ 0 $ 6,700
ABSS--2040 Retirement Strategy 2008 $ 16,663 $ 0 $16,663
2009 $ 6,700 $ 0 $ 6,700
ABSS--2045 Retirement Strategy 2008 $ 16,663 $ 0 $16,663
2009 $ 6,700 $ 0 $ 6,700
ABSS--2050 Retirement Strategy 2008 $ 16,663 $ 0 $16,663
2009 $ 6,700 $ 0 $ 6,700
ABSS--2055 Retirement Strategy 2008 $ 16,663 $ 0 $16,663
2009 $ 6,700 $ 0 $ 6,700
ABT--AllianceBernstein Value 2008 $ 164,939 $148,303 $16,636
Fund 2009 $ 251,630 $243,846 $ 7,784
ABT--AllianceBernstein Small/ 2008 $ 164,953 $148,303 $16,650
Mid Cap Value Fund 2009 $ 251,630 $243,846 $ 7,784
ABT--AllianceBernstein 2008 $ 169,046 $148,562 $20,484
International Value Fund 2009 $ 252,230 $243,846 $ 8,384
ABT--AllianceBernstein Global 2008 $ 167,840 $148,303 $19,537
Value Fund 2009 $ 252,230 $243,846 $ 8,384
ACF--Small Cap Growth Portfolio 2009 $ 253,804 $245,496 $ 8,308
2010 $ 143,320 $127,715 $15,605
ACF--U.S. Strategic Research 2009 $ 0 $ 0 $ 0
Portfolio 2010 $ 127,715 $127,715 $ 0
34
FEES FOR NON-AUDIT
SERVICES PROVIDED
TO THE FUND,
THE ADVISER AND
SERVICE AFFILIATES
SUBJECT TO PORTION COMPRISED
PRE-APPROVAL BY OF AUDIT PORTION COMPRISED
NAME OF FUND AUDIT COMMITTEE RELATED FEES OF TAX FEES
- --------------------------------- ---- ------------------ ----------------- -----------------
ACOF 2008 $165,098 $148,523 $16,575
2009 $251,680 $243,846 $ 7,834
ACS 2009 $ 11,350 $ 0 $11,350
2010 $ 17,130 $ 0 $17,130
ADYF 2008 $169,767 $148,661 $21,106
2009 $256,396 $245,496 $10,900
AEIF 2008 $ 8,038 $ 0 $ 8,038
2009 $ 15,525 $ 0 $15,525
AEXR 2008 $ 6,576 $ 0 $ 6,576
2009 $ 3,000 $ 0 $ 3,000
AFIS--Government STIF Portfolio 2009 $ 20,916 $ 1,816 $19,100
2010 $ 12,408 $ 0 $12,408
AHIF 2008 $215,237 $151,830 $63,407
2009 $259,914 $249,514 $10,400
AGBF 2008 $168,237 $146,330 $21,907
2009 $255,896 $245,496 $10,400
AGCF 2009 $255,580 $245,496 $10,084
2010 $140,592 $127,715 $12,877
AGGF 2009 $ 13,600 $ 0 $13,600
2010 $129,123 $127,715 $ 1,408
AGREIF 2008 $177,395 $149,020 $28,375
2009 $257,730 $243,846 $13,884
AGTGF 2009 $259,830 $247,146 $12,684
2010 $146,200 $129,715 $16,485
AGIF 2008 $ 12,517 $ 0 $12,517
2009 $ 16,025 $ 0 $16,025
AIGF 2009 $ 13,200 $ 0 $13,200
2010 $130,296 $127,715 $ 2,581
ALCGF 2009 $ 16,925 $ 0 $16,925
2010 $130,296 $127,715 $ 2,581
AMIF--California Portfolio 2008 $160,184 $146,559 $13,625
2009 $254,985 $248,545 $ 6,440
AMIF--High Income Municipal 2008 $ 0 $ 0 $ 0
Portfolio 2009 $ 0 $ 0 $ 0
AMIF--National Portfolio 2008 $160,184 $146,559 $13,625
2009 $254,025 $248,235 $ 5,790
AMIF--New York Portfolio 2008 $160,184 $146,559 $13,625
2009 $252,058 $246,268 $ 5,790
AMIF II--Arizona Portfolio 2008 $161,026 $146,267 $14,758
2009 $252,479 $245,496 $ 6,983
AMIF II--Massachusetts Portfolio 2008 $161,025 $146,267 $14,758
2009 $252,479 $245,496 $ 6,983
35
FEES FOR NON-AUDIT
SERVICES PROVIDED
TO THE FUND,
THE ADVISER AND
SERVICE AFFILIATES
SUBJECT TO PORTION COMPRISED
PRE-APPROVAL BY OF AUDIT PORTION COMPRISED
NAME OF FUND AUDIT COMMITTEE RELATED FEES OF TAX FEES
- -------------------------------- ---- ------------------ ----------------- -----------------
AMIF II--Michigan Portfolio 2008 $161,025 $146,267 $14,758
2009 $252,479 $245,496 $ 6,983
AMIF II--Minnesota Portfolio 2008 $161,025 $146,267 $14,758
2009 $252,479 $245,496 $ 6,983
AMIF II--New Jersey Portfolio 2008 $161,025 $146,267 $14,758
2009 $252,479 $245,496 $ 6,983
AMIF II--Ohio Portfolio 2008 $161,025 $146,267 $14,758
2009 $252,479 $245,496 $ 6,983
AMIF II--Pennsylvania Portfolio 2008 $161,025 $146,267 $14,758
2009 $252,479 $245,496 $ 6,983
AMIF II--Virginia Portfolio 2008 $161,025 $146,267 $14,758
2009 $252,479 $245,496 $ 6,983
ASMCGF 2009 $ 0 $ 0 $ 0
2010 $128,888 $127,715 $ 1,173
TAP--AllianceBernstein 2009 $ 5,000 $ 0 $ 5,000
Growth Fund 2010 $131,469 $127,715 $ 3,754
TAP--Conservative Wealth 2008 $ 16,863 $ 0 $16,863
Strategy 2009 $ 7,500 $ 0 $ 7,500
TAP--Tax-Managed Conservative 2008 $ 18,825 $ 0 $18,825
Wealth Strategy 2009 $ 8,600 $ 0 $ 8,600
TAP--Balanced Wealth Strategy 2008 $ 16,863 $ 0 $16,863
2009 $ 7,500 $ 0 $ 7,500
TAP--Tax-Managed Balanced 2008 $ 21,325 $ 0 $21,325
Wealth Strategy 2009 $ 8,600 $ 0 $ 8,600
TAP--Wealth Appreciation 2008 $ 18,363 $ 0 $18,363
Strategy 2009 $ 7,500 $ 0 $ 7,500
TAP--Tax-Managed Wealth 2008 $ 20,275 $ 0 $20,275
Appreciation Strategy 2009 $ 7,500 $ 0 $ 7,500
Part IV--Proxy Voting and Stockholder Meetings
All properly executed and timely received proxies will be voted at the Meeting
in accordance with the instructions marked thereon or otherwise provided
therein. Accordingly, unless instructions to the contrary are marked on the
proxies, the votes will be cast: (i) for the election of each of the nominees
as a Director for a Fund (Proposal One), (ii) for the amendment of the
Investment Advisory Agreements for certain of the Funds (Proposals Two A. and
B.), (iii) for the amendment of the Declarations of Trust for certain of the
Funds that are organized as Massachusetts Business Trusts (Proposal Three),
(iv) for the amendment and restatement of the Charters for certain of the Funds
that are organized as Maryland corporations (Proposal Four), (v) for the
amendment of certain of the Funds' fundamental policies regarding commodities
(Proposal Five) and (vi) for the reclassification of certain of the Funds'
36
fundamental investment objectives as non-fundamental (Proposal Six). If no
specification is made on a properly executed proxy, it will be voted for the
matters specified on the Proxy Card.
Those stockholders who hold shares directly and not through a broker or nominee
(that is, a stockholder of record) may authorize their proxies to cast their
votes by completing a Proxy Card and returning it by mail in the enclosed
postage-paid envelope as well as by telephoning toll free (866) 451-3783.
Owners of shares held through a broker or nominee (who is a stockholder of
record for those shares) should follow directions provided to the stockholder
by the broker or nominee to submit voting instructions. Instructions to be
followed by a stockholder of record to submit a proxy via telephone or through
the Internet, including use of the Control Number on the stockholder's Proxy
Card, are designed to verify stockholder identities, to allow stockholders to
give voting instructions and to confirm that stockholder instructions have been
recorded properly. Stockholders who authorize proxies by telephone or through
the Internet should not also return a Proxy Card. A stockholder of record may
revoke the stockholder's proxy at any time prior to exercise thereof by giving
written notice to the Secretary of the Funds at 1345 Avenue of the Americas,
New York, New York 10105, by authorizing a later-dated proxy (either by signing
and mailing another Proxy Card or by telephone or through the Internet, as
indicated above), or by personally attending and voting at the Meeting.
Properly executed proxies may be returned with instructions to abstain from
voting or to withhold authority to vote (an "abstention") or represent a broker
"non-vote" (which is a proxy from a broker or nominee indicating that the
broker or nominee has not received instructions from the beneficial owner or
other person entitled to vote shares on a particular matter with respect to
which the broker or nominee does not have discretionary power to vote).
For all Funds, the approval of Proposal One requires the affirmative vote of a
plurality of the votes cast. The approvals of Proposals Two A. and B. require a
1940 Act Majority Vote for each of ACF-SCG, AGTGF, and the TAP Portfolios. The
approval of Proposal Three requires the affirmative vote of a majority of the
shares entitled to vote for each of AEXR, AMIF II, and ABT. The approval of
Proposal Four requires an affirmative vote of a majority of the votes entitled
to be cast for each of ABS, ABSS, ACF, ACOF, AEIF, AGCF, AGIF, AGTGF, AGREIF,
AHIF, AIGF, and ALCGF. The approval of Proposal Five requires a 1940 Act
Majority Vote for each of the Funds. The approval of Proposal Six requires a
1940 Act Majority Vote for each of ABSS--USLC and AGCF. Abstentions and broker
non-votes, if any, not being votes cast, will have no effect on the outcome of
Proposal One. With respect to Proposal Two, Proposal Three, Proposal Four,
Proposal Five and Proposal Six, an abstention or broker non-vote, if any, will
be considered present for purposes of determining the existence of a quorum but
will have the effect of a vote against those proposals. If any matter other
than the proposals properly comes before the Meeting, the shares represented by
proxies will be voted on all such other proposals in the discretion of the
person or persons voting the proxies. The Funds have not received notice of,
and are not otherwise aware of, any other matter to be presented at the Meeting.
37
For most Funds, a quorum for the Meetings will consist of the presence in
person or by proxy of the holders of one-third of a Fund's shares entitled to
vote at the Meetings. With respect to AEXR and AMIF II, a quorum for the
Meetings will consist of the presence in person or by proxy of the holders of a
majority of a Fund's shares issued and outstanding and entitled to vote at the
Meetings. With respect to ABT, a quorum for the Meetings will consist of the
presence in person or by proxy of the holders of 40% of the Fund's shares
entitled to vote at the Meetings. With respect to ACS and TAP, a quorum for the
Meetings will consist of the presence in person or by proxy of the holders of
30% of a Fund's shares entitled to vote at the Meetings. In the event a quorum
is not present at the Meeting, or, even if a quorum is so present, 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 Chairman
of a Board may authorize, or the persons named as proxies may propose and vote
for, one or more adjournments of the Meeting 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.
The Meeting is scheduled as a joint meeting of the stockholders of the Funds
because the stockholders of all the Funds are to consider and vote on the
election of Directors. Stockholders of each Fund will vote separately on the
election of Directors for their Fund and on any other matter that may properly
come before the meeting for that Fund. An unfavorable vote by the stockholders
of one Fund will not affect the vote on the election of Directors or any other
matter by the stockholders of another Fund.
The Adviser has engaged Broadridge Financial Solutions, Inc. ("Broadridge"), 60
Research Road, Hingham, MA 02043, to assist in soliciting proxies for the
Meeting, including contacting stockholders by telephone or other electronic
means to solicit stockholders on behalf of the Funds. Broadridge will receive a
total fee of $1 million for its services, which will be borne by the Funds.
Other costs of the proxy solicitation will also be borne by the Funds.
Part V--Other Information
OFFICERS OF THE FUNDS
Certain information concerning the Funds' officers is set forth below. The
Funds' officers are elected annually by the respective Board of Directors until
his or her successor is duly elected and qualifies.
POSITION(S)
(MONTH AND YEAR PRINCIPAL OCCUPATION
NAME, ADDRESS* AND AGE YEAR FIRST ELECTED) DURING THE PAST 5 YEARS
- ---------------------- ------------------------------ -----------------------
Robert M. Keith President and Chief Executive See biography above.
50 Officer, All Funds (09/08)
38
POSITION(S)
(MONTH AND YEAR PRINCIPAL OCCUPATION
NAME, ADDRESS* AND AGE YEAR FIRST ELECTED) DURING THE PAST 5 YEARS
- ---------------------- --------------------------------- --------------------------------------
Philip L. Kirstein Senior Vice President and Senior Vice President and
65 Independent Compliance Officer, Independent Compliance Officer of
All Funds (10/04) the AllianceBernstein Mutual Funds,
with which he has been associated
since October 2004. Prior thereto, he
was Of Counsel to Kirkpatrick &
Lockhart, LLP from October 2003 to
October 2004, and General Counsel
of Merrill Lynch Investment
Managers, L.P. since prior to March
2003.
Emilie Wrapp Secretary, Senior Vice President, Assistant
54 All Funds (10/05) General Counsel and Assistant
Secretary of ABI**, with which she
has been associated since prior to
2005.
Joseph J. Mantineo Treasurer and Senior Vice President of
51 Chief Financial Officer, AllianceBernstein Investor Services,
All Funds (8/06) Inc. ("ABIS")**, with which he has
been associated since prior to 2005.
Phyllis J. Clarke Controller, Vice President of ABIS**, with which
49 AFIS, AMIF, AMIF II, TAP, (5/09) she has been associated since prior
ABF, ABS, ABSS, ABT, ACF, ACOF, to 2005.
ACS, AGREIF, AGTGF, AIGF, ALCGF,
(11/08)
Stephen Woetzel Controller, Vice President of ABIS**, with which
38 ADYF, AEXR, AGBF, AGGF, AGCF, he has been associated since prior to
AGIF, AHIF, ASMCGF, AEIF, (5/09) 2005.
- ---------------------
* The address for the Funds' officers is 1345 Avenue of the Americas, New York,
New York 10105.
**An affiliate of each of the Funds.
INFORMATION AS TO THE INVESTMENT ADVISER, ADMINISTRATOR, AND DISTRIBUTOR OF THE
FUNDS
Each Fund's investment adviser and administrator is AllianceBernstein L.P.,
1345 Avenue of the Americas, New York, New York 10105. Each Fund's distributor
is AllianceBernstein Investments, Inc., 1345 Avenue of the Americas, New York,
New York 10105.
OTHER MATTERS
Management of each Fund does not know of any matters properly to be presented
at the Meeting other than those mentioned in this Proxy Statement. If any other
matters properly come before the Meeting, the shares represented by proxies
will be voted with respect thereto in the discretion of the person or persons
voting the proxies.
39
STOCK OWNERSHIP
Information regarding person(s) who owned of record or were known by a Fund to
beneficially own 5% or more of a Fund's share (or class of shares, if
applicable) on August 1, 2010 is provided in Appendix D.
SUBMISSION OF PROPOSALS
FOR NEXT MEETING OF STOCKHOLDERS
The Funds do not hold stockholder meetings annually. Any stockholder who wishes
to submit a proposal to be included in the Fund's proxy statement and form of
proxy card for a Fund's next meeting of stockholders should send the proposal
to the Fund so as to be received within a reasonable time before a Fund begins
to print and mail its proxy materials relating to such meeting.
A stockholder who wishes (a) to submit a proposal at a stockholders meeting but
does not want the proposal to appear in the Fund's proxy statement or proxy
card, or (b) to submit a nomination for director at an annual meeting of
stockholders, should consult the Fund's Bylaws for timing and informational
requirements. The Bylaws of each Fund currently provide that, in any year in
which an annual meeting of stockholders is to be held, to be timely, a
stockholder's notice of nomination or proposal shall set forth all information
required under the Bylaws and shall be delivered to the Secretary of the Fund
at the principal executive office of the Fund not earlier than the 150/th/ day
prior to the anniversary of the date of mailing of the notice for the preceding
annual meeting nor later than 5:00 p.m., Eastern Time, on the 120th day prior
to the anniversary of the date of mailing of the notice for the preceding
annual meeting. In the event that the date of the annual meeting is advanced or
delayed by more than 30 days from the anniversary of the date of the preceding
annual meeting, notice by the stockholder to be timely must be delivered not
earlier than the 150th day prior to the date of such annual meeting and not
later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to the
date of such annual meeting or the tenth day following the day on which public
announcement of the date of such meeting is first made.
REPORTS TO STOCKHOLDERS
Each Fund will furnish each person to whom this Proxy Statement is delivered
with a copy of its latest annual report to stockholders and its subsequent
semi-annual report to stockholders, if any, upon request and without charge. To
request a copy, please call AllianceBernstein Investments, Inc. at
(800) 227-4618 or contact Kristine Antoja at AllianceBernstein L.P., 1345
Avenue of the Americas, New York, New York 10105.
By Order of the Boards of Directors,
Emilie D. Wrapp
Secretary
September 21, 2010
New York, New York
40
APPENDIX A
OUTSTANDING VOTING SHARES
A list of the outstanding voting shares for each of the Funds as of the
record date is presented below. Each share is entitled to cast one vote at the
Meeting.
Maryland Corporations
NUMBER OF
FUND NAME CLASS OUTSTANDING SHARES
- ------------------------------------------------------------------------------------------------
AllianceBernstein Balanced Shares, Inc. A 29,303,776
B 6,418,776
C 5,781,519
Advisor 2,412,588
R 441,592
K 207,950
I 142,989
AllianceBernstein Blended Style Series, Inc.--U.S. Large Cap Growth A 2,169,305
B 1,228,627
C 1,090,016
Advisor 319,630
R 9,669
K 191,955
I 187,847
AllianceBernstein Blended Style Series, Inc.--AllianceBernstein 2000 A 649,747
Retirement Strategy B 17,273
C 84,134
Advisor 73,997
R 266,133
K 1,858,106
I 156,495
AllianceBernstein Blended Style Series, Inc.--AllianceBernstein 2005 A 2,349,861
Retirement Strategy B 44,083
C 37,519
Advisor 74,057
R 334,442
K 1,161,988
I 42,956
AllianceBernstein Blended Style Series, Inc.--AllianceBernstein 2010 A 6,094,299
Retirement Strategy B 75,486
C 222,581
Advisor 1,468,842
R 1,683,558
K 7,170,580
I 764,271
AllianceBernstein Blended Style Series, Inc.--AllianceBernstein 2015 A 10,034,120
Retirement Strategy B 238,853
C 368,167
Advisor 1,504,252
R 4,234,017
K 12,112,967
I 3,496,516
A-1
NUMBER OF
FUND NAME CLASS OUTSTANDING SHARES
- ------------------------------------------------------------------------------------------------
AllianceBernstein Blended Style Series, Inc.--AllianceBernstein 2020 A 12,434,969
Retirement Strategies B 240,304
C 597,897
Advisor 1,611,347
R 5,316,153
K 19,863,467
I 2,474,166
AllianceBernstein Blended Style Series, Inc.--AllianceBernstein 2025 A 12,438,654
Retirement Strategies B 142,574
C 393,059
Advisor 1,350,599
R 5,035,582
K 13,863,266
I 2,024,197
AllianceBernstein Blended Style Series, Inc.--AllianceBernstein 2030 A 10,329,094
Retirement Strategies B 135,295
C 517,457
Advisor 1,197,199
R 4,399,046
K 13,380,526
I 1,645,151
AllianceBernstein Blended Style Series, Inc.--AllianceBernstein 2035 A 7,366,518
Retirement Strategies B 98,269
C 320,105
Advisor 926,334
R 2,968,061
K 8,628,893
I 1,150,327
AllianceBernstein Blended Style Series, Inc.--AllianceBernstein 2040 A 6,162,753
Retirement Strategies B 97,412
C 321,881
Advisor 906,377
R 2,773,098
K 7,010,348
I 1,093,602
AllianceBernstein Blended Style Series, Inc.--AllianceBernstein 2045 A 4,597,848
Retirement Strategies B 35,654
C 185,540
Advisor 772,560
R 2,038,354
K 4,061,963
I 573,169
AllianceBernstein Blended Style Series, Inc.--AllianceBernstein 2050 A 625,076
Retirement Strategies B 4,407
C 27,761
Advisor 312,323
R 346,476
K 1,071,170
I 103,310
A-2
NUMBER OF
FUND NAME CLASS OUTSTANDING SHARES
- ------------------------------------------------------------------------------------------------
AllianceBernstein Blended Style Series, Inc.--AllianceBernstein 2055 A 124,375
Retirement Strategies B 2,792
C 6,542
Advisor 77,206
R 74,668
K 280,054
I 9,347
AllianceBernstein Bond Fund, Inc.--AllianceBernstein Intermediate A 38,404,221
Bond Portfolio B 1,567,973
C 6,089,555
Advisor 7,895,928
R 57,661
K 395,724
I 103,319
AllianceBernstein Bond Fund, Inc.--AllianceBernstein Bond Inflation A 161,720
Strategy C 202,464
Advisor 89,351
R 1,000
K 74,408
I 1,000
Class 2 993,000
AllianceBernstein Bond Fund, Inc.--AllianceBernstein Multi-Asset A 37,033
Inflation Strategy C 18,570
Advisor 40,074
R 1,000
K 1,000
I 1,000
Class 2 993,000
AllianceBernstein Bond Fund, Inc.--AllianceBernstein Municipal Bond A 2,322,844
Inflation Strategy C 1,043,271
Advisor 551,068
Class 2 996,000
AllianceBernstein Cap Fund, Inc.--AllianceBernstein Small-Cap A 5,918,673
Growth Portfolio B 450,084
C 653,803
Advisor 678,813
R 277,169
K 245,735
I 7,128,420
AllianceBernstein Cap Fund, Inc.--AllianceBernstein U.S. Strategic A 66,281
Research Portfolio C 10,393
Advisor 96,570
R 1,000
K 1,000
I 1,000
A-3
NUMBER OF
FUND NAME CLASS OUTSTANDING SHARES
- --------------------------------------------------------------------------------------------------
AllianceBernstein Cap Fund, Inc.--AllianceBernstein Market Neutral A 1,495
Strategy--U.S. C 2,209
Advisor 1,000
R 1,001
K 1,001
I 195,001
AllianceBernstein Cap Fund, Inc.--AllianceBernstein Market Neutral A 6,005
Strategy--Global C 1,000
Advisor 1,000
R 1,001
K 1,001
I 195,001
AllianceBernstein Core Opportunities Fund, Inc. A 6,361,276
B 1,758,601
C 1,842,347
R 17,723
K 36,088
I 658
AllianceBernstein Diversified Yield Fund, Inc. A 5,156,830
B 479,052
C 1,584,206
Advisor 1,414,197
R 57,091
K 3,360
I 1,130
AllianceBernstein Equity Income Fund, Inc. A 5,419,328
B 791,182
C 1,427,891
Advisor 361,879
R 130,754
K 182,614
I 34,118
AllianceBernstein Fixed-Income Shares, Inc.--Government STIF Portfolio N/A 2,738,316,491
AllianceBernstein Global Bond Fund, Inc. A 205,214,920
B 9,732,773
C 79,532,948
Advisor 51,531,298
R 1,340,857
K 146,669
I 1,163,730
AllianceBernstein Global Growth Fund, Inc. A 358,729
B 89,755
C 150,031
Advisor 4,064,350
R 2,880
K 41,548
I 688
A-4
NUMBER OF
FUND NAME CLASS OUTSTANDING SHARES
- -----------------------------------------------------------------------------------------
AllianceBernstein Global Real Estate Investment Fund, Inc. A 6,860,758
B 637,199
C 1,843,085
Advisor 620,208
R 521,196
K 685,760
I 231,990
AllianceBernstein Global Thematic Growth Fund, Inc. A 12,995,424
B 1,270,263
C 2,153,764
Advisor 982,955
R 92,141
K 73,266
I 77,961
AllianceBernstein Greater China '97 Fund, Inc. A 2,492,417
B 766,384
C 1,037,639
Advisor 301,431
AllianceBernstein Growth and Income Fund, Inc. A 380,651,389
B 32,243,030
C 61,745,198
Advisor 26,285,331
R 900,515
K 1,337,339
I 468,081
AllianceBernstein High Income Fund, Inc. A 129,279,779
B 4,545,190
C 50,511,986
Advisor 34,043,978
R 1,269,267
K 175,704
I 1,573,674
AllianceBernstein International Growth Fund, Inc. A 72,130,334
B 3,662,246
C 15,595,671
Advisor 23,257,794
R 3,421,852
K 988,116
I 2,467,251
AllianceBernstein Large Cap Growth Fund, Inc. A 48,817,294
B 5,302,969
C 10,655,291
Advisor 13,899,878
R 211,233
K 1,887,333
I 1,511,621
AllianceBernstein Municipal Income Fund--California Portfolio A 55,588,171
B 523,952
C 10,898,488
Advisor 1,114,136
A-5
NUMBER OF
FUND NAME CLASS OUTSTANDING SHARES
- --------------------------------------------------------------------------------------------------
AllianceBernstein Municipal Income Fund--AllianceBernstein High Income A 18,231,753
Municipal Portfolio C 5,411,345
Advisor 8,128,876
AllianceBernstein Municipal Income Fund--National Portfolio A 70,176,742
B 1,366,281
C 14,891,611
Advisor 6,760,477
AllianceBernstein Municipal Income Fund--New York Portfolio A 51,512,814
B 2,632,782
C 8,607,689
Advisor 1,197,217
AllianceBernstein Small/Mid Cap Growth Fund, Inc. A 74,186,964
B 2,534,917
C 2,821,117
Advisor 6,935,852
R 514,202
K 714,072
I 1,114,196
AllianceBernstein Trust--AllianceBernstein Value Fund A 9,398,265
B 1,377,748
C 2,865,647
Advisor 38,124,048
R 406,254
K 630,761
I 2,388,661
AllianceBernstein Trust--AllianceBernstein Small/Mid Cap Value Fund A 33,845,610
B 3,328,444
C 9,187,706
Advisor 14,912,348
R 5,274,389
K 2,383,271
I 11,283,318
AllianceBernstein Trust--AllianceBernstein International Value Fund A 89,561,638
B 4,836,556
C 20,337,785
Advisor 77,359,186
R 6,207,687
K 11,285,679
I 30,040,881
AllianceBernstein Trust--AllianceBernstein Global Value Fund A 3,574,124
B 450,838
C 759,818
Advisor 7,236,818
R 234,072
K 171,370
I 2,541,067
A-6
Massachusetts Business Trusts
NUMBER OF
FUND NAME CLASS OUTSTANDING SHARES
- -----------------------------------------------------------------------------------------------
AllianceBernstein Corporate Shares--AllianceBernstein Corporate
Income Shares N/A 3,059,788
AllianceBernstein Corporate Shares--AllianceBernstein Municipal
Income Shares N/A 1,000,000
AllianceBernstein Corporate Shares--AllianceBernstein Taxable Multi-
Sector Income Shares N/A None
AllianceBernstein Exchange Reserves A 229,479,950
B 37,258,044
C 28,125,925
Advisor 148,257,362
R 7,640,783
K 40,912,032
I 2,658,547
AllianceBernstein Municipal Income Fund II--Arizona Portfolio A 14,219,783
B 414,365
C 3,366,758
AllianceBernstein Municipal Income Fund II--Massachusetts Portfolio A 16,705,338
B 446,931
C 5,773,834
AllianceBernstein Municipal Income Fund II--Michigan Portfolio A 6,831,581
B 309,337
C 3,279,762
AllianceBernstein Municipal Income Fund II--Minnesota Portfolio A 10,376,289
B 68,790
C 2,110,730
AllianceBernstein Municipal Income Fund II--New Jersey Portfolio A 13,161,568
B 503,865
C 3,886,570
AllianceBernstein Municipal Income Fund II--Ohio Portfolio A 11,859,536
B 506,450
C 4,331,132
AllianceBernstein Municipal Income Fund II--Pennsylvania Portfolio A
B 9,929,261
C 453,809
Advisor 2,712,612
AllianceBernstein Municipal Income Fund II--Virginia Portfolio A 18,443,973
B 442,440
C 5,394,656
The AllianceBernstein Portfolios--AllianceBernstein Growth Fund A 15,371,602
B 1,893,501
C 2,924,664
Advisor 288,278
R 36,253
K 44,006
I 305
A-7
NUMBER OF
FUND NAME CLASS OUTSTANDING SHARES
- -----------------------------------------------------------------------------------------------
The AllianceBernstein Portfolios--AllianceBernstein Conservative A 32,214,062
Wealth Strategy B 11,297,547
C 16,118,949
Advisor 2,214,010
R 1,382,014
K 524,822
I 294,200
The AllianceBernstein Portfolios--AllianceBernstein Tax-Managed A 6,185,467
Conservative Wealth Strategy B 1,087,416
C 2,482,340
Advisor 457,735
The AllianceBernstein Portfolios--AllianceBernstein Balanced Wealth A 95,906,810
Strategy B 33,501,876
C 40,458,041
Advisor 7,934,613
R 2,369,525
K 2,349,538
I 1,986,977
The AllianceBernstein Portfolios--AllianceBernstein Tax-Managed A 12,393,676
Balanced Wealth Strategy B 2,190,101
C 4,538,714
Advisor 1,147,621
The AllianceBernstein Portfolios--AllianceBernstein Wealth A 51,675,579
Appreciation Strategy B 15,291,969
C 20,061,211
Advisor 59,578,290
R 1,795,229
K 2,022,822
I 1,150,202
AllianceBernstein Tax-Managed Wealth Appreciation Strategy A 5,076,624
B 919,999
C 2,767,790
Advisor 43,838,775
A-8
APPENDIX B
ADDITIONAL INFORMATION REGARDING DIRECTORS
Ownership in the Funds
It is the policy of the Boards of Directors of the Funds that each
Independent Director will invest a minimum of $250,000 in shares of investment
companies in the AllianceBernstein Fund Complex within 12 months of becoming an
Independent Director.
The dollar range of the Funds' securities owned by each Director and nominee
and the aggregate dollar range of securities owned in the AllianceBernstein
Fund Complex are set forth below.
AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES IN
THE FUNDS IN THE
DOLLAR RANGE OF EQUITY ALLIANCEBERNSTEIN FUND
SECURITIES IN A FUND COMPLEX AS OF
AS OF SEPTEMBER 2, 2010 SEPTEMBER 2, 2010
------------------ ------------------------- -----------------------
John H. Dobkin ABS None Over $100,000
ABSS None
ABF None
ACF $10,001-$50,000
ACOF None
ACS None
ADYF None
AEIF None
AEXR None
AFIS None
AGBF $10,001-$50,000
AGGF None
AGREIF None
AGTGF $50,001-$100,000
AGIF $50,001-$100,000
AHIF None
AIGF $50,001-$100,000
ALCGF Over $100,000
AMIF None
AMIF II None
ASMCGF $10,001-$50,000
ABT $50,001-$100,000
TAP Over $100,000
Michael J. Downey ABS None Over $100,000
ABSS $10,001-$50,000
ABF None
ACF None
B-1
AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES IN
THE FUNDS IN THE
DOLLAR RANGE OF EQUITY ALLIANCEBERNSTEIN FUND
SECURITIES IN A FUND COMPLEX AS OF
AS OF SEPTEMBER 2, 2010 SEPTEMBER 2, 2010
---------------------- ------------------------- -----------------------
ACOF $10,001-$50,000
ACS None
ADYF None
AEIF None
AEXR None
AFIS None
AGBF None
AGGF None
AGREIF None
AGTGF $50,001-$100,000
AGIF None
AHIF $10,001-$50,000
AIGF None
ALCGF None
AMIF None
AMIF II None
ASMCGF $10,001-$50,000
ABT $10,001-$50,000
TAP None
William H. Foulk, Jr. ABS None Over $100,000
ABSS None
ABF None
ACF $10,001-$50,000
ACOF None
ACS None
ADYF None
AEIF None
AEXR $10,001-$50,000
AFIS None
AGBF None
AGGF None
AGREIF None
AGTGF $10,001-$50,000
AGCF None
AGIF None
AHIF None
AIGF $10,001-$50,000
ALCGF $10,001-$50,000
AMIF None
AMIF II None
B-2
AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES IN
THE FUNDS IN THE
DOLLAR RANGE OF EQUITY ALLIANCEBERNSTEIN FUND
SECURITIES IN A FUND COMPLEX AS OF
AS OF SEPTEMBER 2, 2010 SEPTEMBER 2, 2010
----------------- ------------------------- -----------------------
ASMCGF $10,001-$50,000
ABT $10,001-$50,000
TAP $10,001-$50,000
D. James Guzy ABS None Over $100,000
ABSS None
ABF None
ACF None
ACOF None
ACS None
ADYF None
AEIF None
AEXR None
AFIS None
AGBF None
AGREIF None
AGTGF $50,001-$100,000
AGGF None
AGIF None
AHIF None
AIGF None
ALCGF None
AMIF None
AMIF II None
ASMCGF None
ABT None
TAP Over $100,000
Nancy P. Jacklin ABS None Over $100,000
ABSS $50,001-$100,000
ABF None
ACF None
ACOF None
ACS None
ADYF None
AEIF $10,001-$50,000
AEXR $10,001-$50,000
AFIS None
AGBF None
AGGF None
AGREIF None
B-3
AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES IN
THE FUNDS IN THE
DOLLAR RANGE OF EQUITY ALLIANCEBERNSTEIN FUND
SECURITIES IN A FUND COMPLEX AS OF
AS OF SEPTEMBER 2, 2010 SEPTEMBER 2, 2010
------------------------ ------------------------- -----------------------
AGTGF None
AGIF None
AHIF None
AIGF None
ALCGF $10,001-$50,000
AMIF $10,001-$50,000
AMIF II None
ASMCGF None
ABT None
TAP $50,001-$100,000
Robert M. Keith TAP Over $100,000 Over $100,000
Garry L. Moody ABS None Over $100,000
ABSS None
ABF None
ACF None
ACOF None
ADYF None
AEIF $10,001-$50,000
AEXR Over $100,000
AGBF None
AGCF $10,001-$50,000
AGGF None
AGREIF None
AGTGF $10,001-$50,000
AGIF None
AHIF None
AIGF None
ALCGF $10,001-$50,000
AMIF None
AMIF II None
ASMCGF $10,001-$50,000
ABT None
TAP $10,001-$50,000
Marshall C. Turner, Jr. ABS None Over $100,000
ABSS None
ABF None
ACF None
ACOF None
ACS None
B-4
AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES IN
THE FUNDS IN THE
DOLLAR RANGE OF EQUITY ALLIANCEBERNSTEIN FUND
SECURITIES IN A FUND COMPLEX AS OF
AS OF SEPTEMBER 2, 2010 SEPTEMBER 2, 2010
--------------- ------------------------- -----------------------
ADYF $50,001-$100,000
AEIF $10,001-$50,000
AEXR None
AFIS None
AGBF None
AGGF None
AGREIF None
AGTGF Over $100,000
AGIF None
AHIF None
AIGF None
ALCGF None
AMIF $10,001-$50,000
AMIF II None
ASMCGF $50,001-$100,000
ABT Over $100,000
TAP $50,001-$100,000
Earl D. Weiner ABS None Over $100,000
ABSS Over $100,000
ABF None
ACF None
ACOF None
ACS None
ADYF None
AEIF None
AEXR None
AFIS None
AGBF None
AGGF None
AGREIF None
AGTGF None
AGIF None
AHIF None
AIGF $10,001-$50,000
ALCGF $1-$10,000
AMIF None
AMIF II None
ASMCGF $1-$10,000
ABT $10,001-$50,000
TAP None
B-5
Compensation From the Funds
None of the Funds pays any fees to, or reimburses expenses of, any Director
during a time when the Director is considered an "interested person" of the
Fund. The aggregate compensation paid by a Fund to the Directors during the
Fund's respective fiscal year ended in either 2009 or 2010, the aggregate
compensation paid to the Directors during calendar year 2009 by all of the
investment companies in the AllianceBernstein Fund Complex, and the total
number of investment companies in the AllianceBernstein Fund Complex as to
which the Directors are a director or trustee and the number of investment
portfolios as to which the Directors are directors or trustees, are set forth
below. Neither the Funds nor any other investment company in the
AllianceBernstein Fund Complex provides compensation in the form of pension or
retirement benefits to any of its Directors or pays compensation to officers of
the Fund.
NUMBER OF
NUMBER OF INVESTMENT
INVESTMENT PORTFOLIOS
COMPANIES IN THE WITHIN THE
ALLIANCEBERNSTEIN ALLIANCEBERNSTEIN
COMPENSATION FUND COMPLEX, FUND COMPLEX,
COMPENSATION FROM THE INCLUDING THE INCLUDING THE
FROM A ALLIANCEBERNSTEIN FUNDS, AS TO FUNDS, AS TO
FUND DURING FUND COMPLEX, WHICH THE WHICH THE
ITS FISCAL INCLUDING DIRECTOR IS A DIRECTOR IS A
YEAR ENDED IN THE FUNDS, DIRECTOR OR DIRECTOR OR
NAME OF DIRECTOR 2009 OR 2010 DURING 2009 TRUSTEE TRUSTEE
- ---------------- -------------- ----------------- ----------------- -----------------
John H. Dobkin $ 5,538 ABS $242,200 32 93
$ 5,520 ABSS
$ 5,594 ABF
$ 5,460 ACF
$ 5,538 ACOF
$ 4,922 ACS
$ 5,508 ADYF
$ 5,538 AEIF
$ 5,596 AEXR
$ 5,585 AFIS
$ 5,482 AGBF
$ 5,460 AGGF
$ 5,538 AGREIF
$ 5,460 AGTGF
$ 5,508 AGIF
$ 5,594 AHIF
$ 5,460 AIGF
$ 5,460 ALCGF
$ 5,962 AMIF
$4,934 AMIF II
$ 5,460 ASMCGF
$ 5,538 ABT
$ 5,460 TAP
B-6
NUMBER OF
NUMBER OF INVESTMENT
INVESTMENT PORTFOLIOS
COMPANIES IN THE WITHIN THE
ALLIANCEBERNSTEIN ALLIANCEBERNSTEIN
COMPENSATION FUND COMPLEX, FUND COMPLEX,
COMPENSATION FROM THE INCLUDING THE INCLUDING THE
FROM A ALLIANCEBERNSTEIN FUNDS, AS TO FUNDS, AS TO
FUND DURING FUND COMPLEX, WHICH THE WHICH THE
ITS FISCAL INCLUDING DIRECTOR IS A DIRECTOR IS A
YEAR ENDED IN THE FUNDS, DIRECTOR OR DIRECTOR OR
NAME OF DIRECTOR 2009 OR 2010 DURING 2009 TRUSTEE TRUSTEE
- ---------------------- -------------- ----------------- ----------------- -----------------
Michael J. Downey $ 5,538 ABS $241,000 32 93
$ 5,520 ABSS
$ 5,594 ABF
$ 5,460 ACF
$ 5,538 ACOF
$ 4,922 ACS
$ 5,508 ADYF
$ 5,538 AEIF
$ 5,596 AEXR
$ 5,585 AFIS
$ 5,482 AGBF
$ 5,460 AGGF
$ 5,538 AGREIF
$ 5,460 AGTGF
$ 5,508 AGIF
$ 5,594 AHIF
$ 5,460 AIGF
$ 5,460 ALCGF
$ 5,962 AMIF
$4,934 AMIF II
$ 5,460 ASMCGF
$ 5,538 ABT
$ 5,460 TAP
William H. Foulk, Jr. $ 10,439 ABS $484,400 34 95
$ 10,395 ABSS
$ 10,467 ABF
$ 10,282 ACF
$ 10,439 ACOF
$ 12,350 ACS
$ 10,381 ADYF
$ 10,439 AEIF
$ 10,492 AEXR
$ 10,513 AFIS
$ 10,358 AGBF
$ 10,282 AGGF
B-7
NUMBER OF
NUMBER OF INVESTMENT
INVESTMENT PORTFOLIOS
COMPANIES IN THE WITHIN THE
ALLIANCEBERNSTEIN ALLIANCEBERNSTEIN
COMPENSATION FUND COMPLEX, FUND COMPLEX,
COMPENSATION FROM THE INCLUDING THE INCLUDING THE
FROM A ALLIANCEBERNSTEIN FUNDS, AS TO FUNDS, AS TO
FUND DURING FUND COMPLEX, WHICH THE WHICH THE
ITS FISCAL INCLUDING DIRECTOR IS A DIRECTOR IS A
YEAR ENDED IN THE FUNDS, DIRECTOR OR DIRECTOR OR
NAME OF DIRECTOR 2009 OR 2010 DURING 2009 TRUSTEE TRUSTEE
- ---------------- -------------- ----------------- ----------------- -----------------
$10,439 AGREIF
$ 10,282 AGTGF
$ 10,282 AGCF
$ 10,381 AGIF
$ 10,467 AHIF
$ 10,282 AIGF
$ 10,282 ALCGF
$ 10,841 AMIF
$9,408 AMIF II
$10,282 ASMCGF
$ 10,439 ABT
$ 10,282 TAP
D. James Guzy $ 5,538 ABS $241,000 32 93
$ 5,520 ABSS
$ 5,594 ABF
$ 5,460 ACF
$ 5,538 ACOF
$ 4,992 ACS
$ 5,508 ADYF
$ 5,538 AEIF
$ 5,596 AEXR
$ 5,585 AFIS
$ 5,482 AGBF
$ 5,460 AGGF
$ 5,538 AGREIF
$ 5,460 AGTGF
$ 5,508 AGIF
$ 5,594 AHIF
$ 5,460 AIGF
$ 5,460 ALCGF
$ 5,962 AMIF
$4,934 AMIF II
$ 5,460 ASMCGF
$ 5,538 ABT
$ 5,460 TAP
B-8
NUMBER OF
NUMBER OF INVESTMENT
INVESTMENT PORTFOLIOS
COMPANIES IN THE WITHIN THE
ALLIANCEBERNSTEIN ALLIANCEBERNSTEIN
COMPENSATION FUND COMPLEX, FUND COMPLEX,
COMPENSATION FROM THE INCLUDING THE INCLUDING THE
FROM A ALLIANCEBERNSTEIN FUNDS, AS TO FUNDS, AS TO
FUND DURING FUND COMPLEX, WHICH THE WHICH THE
ITS FISCAL INCLUDING DIRECTOR IS A DIRECTOR IS A
YEAR ENDED IN THE FUNDS, DIRECTOR OR DIRECTOR OR
NAME OF DIRECTOR 2009 OR 2010 DURING 2009 TRUSTEE TRUSTEE
- ----------------- -------------- ----------------- ----------------- -----------------
Nancy P. Jacklin $ 5,538 ABS $242,200 32 93
$ 5,520 ABSS
$ 5,594 ABF
$ 5,460 ACF
$ 5,538 ACOF
$ 4,922 ACS
$ 5,508 ADYF
$ 5,538 AEIF
$ 5,596 AEXR
$ 5,585 AFIS
$ 5,482 AGBF
$ 5,460 AGGF
$ 5,538 AGREIF
$ 5,460 AGTGF
$ 5,508 AGIF
$ 5,594 AHIF
$ 5,460 AIGF
$ 5,460 ALCGF
$ 5,962 AMIF
$4,934 AMIF II
$ 5,460 ASMCGF
$ 5,538 ABT
$ 5,460 TAP
Garry L. Moody $ 6,341 ABS $270,200 31 91
$ 6,309 ABSS
$ 6,391 ABF
$ 6,247 ACF
$ 6,341 ACOF
$ 6,305 ADYF
$ 6,341 AEIF
$ 6,391 AEXR
$ 6,276 AGBF
$ 6,247 AGCF
$ 6,247 AGGF
$ 6,341 AGREIF
$ 6,247 AGTGF
B-9
NUMBER OF
NUMBER OF INVESTMENT
INVESTMENT PORTFOLIOS
COMPANIES IN THE WITHIN THE
ALLIANCEBERNSTEIN ALLIANCEBERNSTEIN
COMPENSATION FUND COMPLEX, FUND COMPLEX,
COMPENSATION FROM THE INCLUDING THE INCLUDING THE
FROM A ALLIANCEBERNSTEIN FUNDS, AS TO FUNDS, AS TO
FUND DURING FUND COMPLEX, WHICH THE WHICH THE
ITS FISCAL INCLUDING DIRECTOR IS A DIRECTOR IS A
YEAR ENDED IN THE FUNDS, DIRECTOR OR DIRECTOR OR
NAME OF DIRECTOR 2009 OR 2010 DURING 2009 TRUSTEE TRUSTEE
- ------------------------ -------------- ----------------- ----------------- -----------------
$ 6,305 AGIF
$ 6,391 AHIF
$ 6,247 AIGF
$ 6,247 ALCGF
$ 6,832 AMIF
$5,664 AMIF II
$ 6,247 ASMCGF
$ 6,341 ABT
$ 6,247 TAP
Marshall C. Turner, Jr. $ 5,538 ABS $242,200 32 93
$ 5,520 ABSS
$ 5,594 ABF
$ 5,460 ACF
$ 5,538 ACOF
$ 4,922 ACS
$ 5,508 ADYF
$ 5,538 AEIF
$ 5,596 AEXR
$ 5,585 AFIS
$ 5,482 AGBF
$ 5,460 AGGF
$ 5,538 AGREIF
$ 5,460 AGTGF
$ 5,508 AGIF
$ 5,594 AHIF
$ 5,460 AIGF
$ 5,460 ALCGF
$ 5,962 AMIF
$4,934 AMIF II
$ 5,460 ASMCGF
$ 5,538 ABT
$ 5,460 TAP
Earl D. Weiner $ 5,960 ABS $260,200 32 93
$ 5,937 ABSS
$ 6,013 ABF
B-10
NUMBER OF
NUMBER OF INVESTMENT
INVESTMENT PORTFOLIOS
COMPANIES IN THE WITHIN THE
ALLIANCEBERNSTEIN ALLIANCEBERNSTEIN
COMPENSATION FUND COMPLEX, FUND COMPLEX,
COMPENSATION FROM THE INCLUDING THE INCLUDING THE
FROM A ALLIANCEBERNSTEIN FUNDS, AS TO FUNDS, AS TO
FUND DURING FUND COMPLEX, WHICH THE WHICH THE
ITS FISCAL INCLUDING DIRECTOR IS A DIRECTOR IS A
YEAR ENDED IN THE FUNDS, DIRECTOR OR DIRECTOR OR
NAME OF DIRECTOR 2009 OR 2010 DURING 2009 TRUSTEE TRUSTEE
- ---------------- -------------- ----------------- ----------------- -----------------
$ 5,874 ACF
$ 5,960 ACOF
$ 5,329 ACS
$ 5,927 ADYF
$ 5,960 AEIF
$ 6,015 AEXR
$ 6,009 AFIS
$ 5,901 AGBF
$ 5,874 AGGF
$ 5,960 AGREIF
$ 5,874 AGTGF
$ 5,927 AGIF
$ 6,013 AHIF
$ 5,874 AIGF
$ 5,874 ALCGF
$ 6,418 AMIF
$5,316 AMIF II
$ 5,874 ASMCGF
$ 5,960 ABT
$ 5,874 TAP
B-11
APPENDIX C
COPY OF MODEL CHARTER
FORM OF ARTICLES OF AMENDMENT AND RESTATEMENT
[____________________________]
1. [__________], a Maryland corporation (the "Corporation"), desires to
amend and restate its charter as currently in effect and as hereinafter amended.
2. The following provisions are all the provisions of the charter currently
in effect and as hereinafter amended:
FIRST: (1) The name of the incorporator is [____________].
(2) The incorporator's post office address is [____________].
(3) The incorporator is over eighteen years of age.
(4) The incorporator is forming the corporation named in these
Articles of Incorporation under the general laws of the State of Maryland.
SECOND: The name of the corporation (hereinafter called the
"Corporation") is [____________].
THIRD: (1) The purposes for which the Corporation is formed are to
conduct, operate and carry on the business of an investment company.
(2) The Corporation may engage in any other business and shall have all
powers conferred upon or permitted to corporations by the Maryland General
Corporation Law.
FOURTH: The post office address of the principal office of the
Corporation within the State of Maryland is 300 East Lombard Street, Baltimore,
Maryland 21202 in care of The Corporation Trust, Incorporated. The resident
agent of the Corporation in the State of Maryland is The Corporation Trust,
Incorporated, 300 East Lombard Street, Baltimore, Maryland 21202, a Maryland
corporation.
FIFTH: (1) The Corporation is authorized to issue [______]([______])
shares, all of which shall be Common Stock, $[______] par value per share (the
"Common Stock"), and having an aggregate par value of [______] dollars
($[______]), classified and designated as follows:
CLASS [__] CLASS [__] CLASS [__] CLASS [__]
NAME OF SERIES COMMON STOCK COMMON STOCK COMMON STOCK COMMON STOCK
----------------------- ------------ ------------ ------------ ------------
[ ] [ ] [ ] [ ] [ ]
[Portfolio] and any other portfolio hereafter established are each referred
to herein as a "Series." The Class [__________] Common Stock of a Series, the
Class [__________] Common Stock of a Series, the Class [__________] Common
Stock of a Series, the Class [__________] Common Stock of a Series and any
Class of a Series hereafter established are each referred herein as a "Class."
If shares of one Series or Class of stock are classified or reclassified into
shares of another Series or Class of stock pursuant to this Article FIFTH,
paragraph (2), the number of authorized shares of the former Series or Class
shall be automatically decreased and the number of shares of the latter Series
or Class shall be automatically increased, in each case by the number of shares
so classified or reclassified, so that the aggregate number of shares of stock
of all Series and Classes that the Corporation has
C-1
authority to issue shall not be more than the total number of shares of stock
set forth in the first sentence of this Article FIFTH, paragraph (1).
(2) The Board of Directors may classify any unissued shares of
Common Stock from time to time in one or more Series or Classes of stock. The
Board of Directors may reclassify any previously classified but unissued shares
of any Series or Class of stock from time to time in one or more Series or
Class of stock. Prior to issuance of classified or reclassified shares of any
Series or Class, the Board of Directors by resolution shall: (a) designate that
Series or Class to distinguish it from all other Series or Classes of stock of
the Corporation; (b) specify the number of shares to be included in the Series
or Class; (c) set or change, subject to the express terms of any Series or
Class of stock of the Corporation outstanding at the time, the preferences,
conversion or other rights, voting powers, restrictions, limitations as to
dividends or other distributions, qualifications and terms and conditions of
redemption for each Series or Class; and (d) cause the Corporation to file
articles supplementary with the State Department of Assessments and Taxation of
Maryland ("SDAT"). Any of the terms of any Series or Class of stock set or
changed pursuant to clause (c) of this paragraph (2) may be made dependent upon
facts or events ascertainable outside the charter of the Corporation (the
"Charter"), including determinations by the Board of Directors or other facts
or events within the control of the Corporation, and may vary among holders
thereof, provided that the manner in which such facts, events or variations
shall operate upon the terms of such Series or Class of stock is clearly and
expressly set forth in the articles supplementary or other charter document
filed with the SDAT.
(3) As more fully set forth hereafter, the assets and liabilities
and the income and expenses of each Series or Class of the Corporation's stock
shall be determined separately from those of each other Series or Class of the
Corporation's stock and, accordingly, the net asset value, the dividends and
distributions payable to holders, and the amounts distributable in the event of
liquidation or dissolution of the Corporation to holders of shares of the
Corporation's stock may vary from Series to Series or Class to Class. In the
event that there are any assets, income, earnings, profits or proceeds which
are not readily identifiable as belonging to any particular series
(collectively, "General Assets"), such General Assets shall be allocated by or
under the direction of the Board of Directors to and among one or more Series
and Classes in such a manner and on such basis as the Board of Directors in its
sole discretion shall determine.
(4) Except as otherwise provided herein, all consideration
received by the Corporation for the issuance or sale of shares of a Series or
Class of the Corporation's stock, together with all funds derived from any
investment and reinvestment thereof and any General Assets allocated to such
Series or Class, shall irrevocably belong to that Series or Class for all
purposes, subject only to any automatic conversion of one Series or Class of
stock into another, as hereinafter provided for, and to the rights of creditors
of such Series or Class, and shall be so recorded upon the books of account of
the Corporation, and are herein referred to as "assets belonging to" such
Series or Class.
(5) The assets belonging to each Series or Class shall be charged
with the debts, liabilities, obligations and expenses incurred or contracted
for or otherwise existing with respect to such Series or Class and with such
Series' or Class' share of the general liabilities of the Corporation, in the
latter case in the proportion that the net asset value of such Series or Class
bears to the net asset value of all Series and Classes or as otherwise
determined by the Board of Directors in accordance with applicable law. The
determination of the Board of Directors shall be conclusive as to the
allocation of debts, liabilities, obligations and expenses, including accrued
expenses and reserves, to a Series or Class. The debts, liabilities,
obligations and expenses incurred or contracted for or otherwise existing with
respect to a Series or Class are enforceable with respect to that Series or
Class only and not against the assets of the Corporation generally or any other
Series or Class of stock of the Corporation.
C-2
(6) The assets attributable to the Classes of a Series shall be
invested in the same investment portfolio of the Corporation, and
notwithstanding the foregoing provisions of paragraphs (4) and (5) of this
Article FIFTH, the allocation of investment income and realized and unrealized
capital gains and losses and expenses and liabilities of the Corporation and of
any Series among the Classes of Common Stock of each Series shall be determined
by the Board of Directors in a manner that is consistent with the Investment
Company Act of 1940, the rules and regulations thereunder, and the
interpretations thereof, in each case as from time to time amended, modified or
superseded (the "Investment Company Act"). The determination of the Board of
Directors shall be conclusive as to the allocation of investment income and
realized and unrealized capital gains and losses, expenses and liabilities,
including accrued expenses and reserves, and assets to one or more particular
Series or Classes.
(7) Shares of each Class of stock shall be entitled to such
dividends or distributions, in cash, property or additional shares of stock or
the same or another Series or Class, as may be authorized from time to time by
the Board of Directors (by resolution adopted from time to time, or pursuant to
a standing resolution or resolutions adopted only once or with such frequency
as the Board of Directors may determine, after providing that such dividend or
distribution shall not violate Section 2-311 of the Maryland General
Corporation Law) and declared by the Corporation with respect to such Class.
The nature of in-kind property distributions may vary among the holders of a
Class or Series, provided that the amount of the distribution per share, as
determined by the Board of Directors, shall be equivalent for all holders of
such Class or Series. Specifically, and without limiting the generality of the
foregoing, the dividends and distributions of investment income and capital
gains with respect to the different Series and with respect to the Class may
vary with respect to each such Series and Class to reflect differing
allocations of the expenses of the Corporation and the Series among the holders
of such Classes and any resultant differences between the net asset values per
share of such Classes, to such extent and for such purposes as the Board of
Directors may deem appropriate. The Board of Directors may determine that
dividends may be payable only with respect to those shares of stock that have
been held of record continuously by the stockholder for a specified period
prior to the record date of the date of the distribution.
(8) Except as provided below, on each matter submitted to a vote
of the stockholders, each holder of stock shall be entitled to one vote (1) for
each share standing in such stockholder's name on the books of the Corporation
or (2) if approved by the Board of Directors and pursuant to the issuance of an
exemptive order from the Securities and Exchange Commission, for each dollar of
net asset value per share of a Class or Series, as applicable. Subject to any
applicable requirements of the Investment Company Act, or other applicable law,
all holders of shares of stock shall vote as a single class except with respect
to any matter which the Board of Directors shall have determined affects only
one or more (but less than all) Series or Classes of stock, in which case only
the holders of shares of the Series or Classes affected shall be entitled to
vote. Without limiting the generality of the foregoing, and subject to any
applicable requirements of the Investment Company Act, or other applicable law,
the holders of each of the Classes of each Series shall have, respectively,
with respect to any matter submitted to a vote of stockholders (i) exclusive
voting rights with respect to any such matter that only affects the Series or
Class of Common Stock of which they are holders, including, without limitation,
the provisions of any distribution plan adopted by the Corporation pursuant to
Rule 12b-1 under the Investment Company Act (a "Plan") with respect to the
Class of which they are holders and (ii) no voting rights with respect to the
provisions of any Plan that affects one or more of such other Classes of Common
Stock, but not the Class of which they are holders, or with respect to any
other matter that does not affect the Class of Common Stock of which they are
holders.
(9) In the event of the liquidation or dissolution of the
Corporation, stockholders of each Class of the Corporation's stock shall be
entitled to receive, as a Class, out of the assets of the Corporation available
for distribution to stockholders, but other than
C-3
General Assets not attributable to any particular Class of stock, the assets
attributable to the Class less the liabilities allocated to that Class; and the
assets so distributable to the stockholders of any Class of stock shall be
distributed among such stockholders in proportion to the number of shares of
the Class held by them and recorded on the books of the Corporation. In the
event that there are any General Assets not attributable to any particular
Class of stock, and such assets are available for distribution, the
distribution shall be made to the holders of all Classes of a Series in
proportion to the net asset value of the respective Classes or as otherwise
determined by the Board of Directors.
(10)(a) Each holder of stock may require the Corporation to redeem
all or any shares of the stock owned by that holder, upon request to the
Corporation or its designated agent, at the net asset value of the shares of
stock next determined following receipt of the request in a form approved by
the Corporation and accompanied by surrender of the certificate or certificates
for the shares, if any, less the amount of any applicable redemption charge,
deferred sales charge, redemption fee or other amount imposed by the Board of
Directors (to the extent consistent with applicable law). The Board of
Directors may establish procedures for redemption of stock.
(b) The proceeds of the redemption of a share (including a
fractional share) of any Class of capital stock of the Corporation shall be
reduced by the amount of any contingent deferred sales charge, redemption fee
or other amount payable on such redemption pursuant to the terms of issuance of
such share.
(c) Subject to the requirements of the Investment Company Act, the
Board of Directors may cause the Corporation to redeem at net asset value all
or any proportion of the outstanding shares of any Series or Class from a
holder (1) upon such conditions with respect to the maintenance of stockholder
accounts of a minimum amount as may from time to time be established by the
Board of Directors in its sole discretion or (2) upon such conditions
established by the Board of Directors in its sole discretion, for any other
purpose, including, without limitation, a reorganization pursuant to the
Investment Company Act.
(d) Payment by the Corporation for shares of stock of the
Corporation surrendered to it for redemption shall be made by the Corporation
within seven days of such surrender out of the funds legally available
therefor, provided that the Corporation may suspend the right of the
stockholders to redeem shares of stock and may postpone the right of those
holders to receive payment for any shares when permitted or required to do so
by applicable statutes or regulations. Payment of the aggregate price of shares
surrendered for redemption may be made in cash or, at the option of the
Corporation, wholly or partly in such portfolio securities of the Corporation
as the Corporation shall select.
(e) Subject to the following sentence, shares of stock of any
Series and Class of the Corporation which have been redeemed or otherwise
acquired by the Corporation shall constitute authorized but unissued shares of
stock of such Series and Class. In connection with a liquidation or
reorganization of any Series or Class in which all of the outstanding shares of
such Series or Class are redeemed by the Corporation, upon any such redemption
all such shares and all authorized but unissued shares of the applicable Series
or Class shall automatically be returned to the status of authorized but
unissued shares of Common Stock, without further designation as to Series or
Class.
(11) At such times as may be determined by the Board of Directors
(or with the authorization of the Board of Directors, by the officers of the
Corporation) in accordance with the Investment Company Act and applicable rules
and regulations of the Financial Industry Regulatory Authority and from time to
time reflected in the registration statement of the Corporation (the
"Corporation's Registration Statement"), shares of a particular Series or Class
of stock of the Corporation or certain shares of a particular Class of stock of
any Series of the Corporation may be automatically converted into shares of
another
C-4
Class of stock of such Series of the Corporation based on the relative net
asset values of such Classes at the time of conversion, subject, however, to
any conditions of conversion that may be imposed by the Board of Directors (or
with the authorization of the Board of Directors, by the officers of the
Corporation) and reflected in the Corporation's Registration Statement. The
terms and conditions of such conversion may vary within and among the Classes
to the extent determined by the Board of Directors (or with the authorization
of the Board of Directors, by the officers of the Corporation) and set forth in
the Corporation's Registration Statement.
(12) Pursuant to Article SEVENTH, paragraph (1)(d), upon a
determination of the Board of Directors that the net asset value per share of a
Class shall remain constant, the Corporation shall be entitled to declare and
pay and/or credit as dividends daily the net income (which may include or give
effect to realized and unrealized gains and losses, as determined in accordance
with the Corporation's accounting and portfolio valuation policies) of the
Corporation attributable to the assets attributable to that Class. If the
amount so determined for any day is negative, the Corporation shall be
entitled, without the payment of monetary compensation but in consideration of
the interest of the Corporation and its stockholders in maintaining a constant
net asset value per share of that Class, to redeem pro rata from all the
holders of record of shares of that class at the time of such redemption (in
proportion to their respective holdings thereof) sufficient outstanding shares
of that Class, or fractions thereof, as shall permit the net asset value per
share of that Class to remain constant.
(13) The Corporation may issue shares of stock in fractional
denominations to the same extent as its whole shares, and shares in fractional
denominations shall be shares of stock having proportionately to the respective
fractions represented thereby all the rights of whole shares, including,
without limitation, the right to vote, the right to receive dividends and
distributions, and the right to participate upon liquidation of the
Corporation, but excluding any right to receive a stock certificate
representing fractional shares.
(14) No stockholder shall be entitled to any preemptive right
other than as the Board of Directors may establish.
(15) The rights of all stockholders and the terms of all stock are
subject to the provisions of the Charter and the Bylaws.
SIXTH: The number of directors of the Corporation shall be [________].
The number of directors of the Corporation may be changed pursuant to the
Bylaws of the Corporation. The names of the individuals who shall serve as
directors of the Corporation until the next annual meeting of stockholders and
until their successors are duly elected and qualify are:
[________________].
SEVENTH: The following provisions are inserted for the purpose of
defining, limiting and regulating the powers of the Corporation and of the
Board of Directors and stockholders.
(1) In addition to its other powers explicitly or implicitly
granted under the Charter, by law or otherwise, the Board of Directors of the
Corporation:
(a) has the exclusive power to make, alter, amend or repeal the
Bylaws of the Corporation;
(b) subject to applicable law, may from time to time determine
whether, to what extent, at what times and places, and under what conditions
and regulations the accounts and books of the Corporation, or any of them,
shall be open to the inspection of the stockholders, and no stockholder shall
have any right to inspect any account, book or document of the Corporation
except as conferred by statute or as authorized by the Board of Directors of
the Corporation;
C-5
(c) is empowered to authorize, without stockholder approval, the
issuance and sale from time to time of shares of stock of any Series or Class
of the Corporation whether now or hereafter authorized and securities
convertible into shares of stock of the Corporation of any Series or Class,
whether now or hereafter authorized, for such consideration as the Board of
Directors may deem advisable;
(d) is authorized to adopt procedures for determination of and to
maintain constant the net asset value of shares of any Class or Series of the
Corporation's stock.
(2) Notwithstanding any provision of the Maryland General
Corporation Law requiring a greater proportion than a majority of the votes
entitled to be cast by holders of shares of all Series or Classes, or any
Series or Class, of the Corporation's stock in order to take or authorize any
action, any such action may be taken or authorized upon the concurrence of
holders of shares entitled to cast a majority of the aggregate number of votes
entitled to be cast thereon, subject to any applicable requirements of the
Investment Company Act.
(3) The presence in person or by proxy of the holders of shares
entitled to cast one-third of the votes entitled to be cast (without regard to
Series or Class) shall constitute a quorum at any meeting of the stockholders,
except with respect to any matter which, under applicable statutes, regulatory
requirements or the Charter, requires approval by a separate vote of one or
more Series or Classes of stock, in which case the presence in person or by
proxy of the holders of shares entitled to cast one-third of the votes entitled
to be cast by holders of shares of each Series or Class entitled to vote as a
Series or Class on the matter shall constitute a quorum.
(4) Any determination made in good faith by or pursuant to the
direction of the Board of Directors, as to the amount of the assets, debts,
obligations, or liabilities of the Corporation, as to the amount of any
reserves or charges set up and the propriety thereof, as to the time of or
purpose for creating such reserves or charges, as to the use, alteration or
cancellation of any reserves or charges (whether or not any debt, obligation,
or liability for which such reserves or charges shall have been created shall
be then or thereafter required to be paid or discharged), as to the value of or
the method of valuing any investment owned or held by the Corporation, as to
market value or fair value of any investment or fair value of any other asset
of the Corporation, as to the allocation of any asset of the Corporation to a
particular Class or Classes of the Corporation's stock, as to the charging of
any liability of the Corporation to a particular Class or Classes of the
Corporation's stock, as to the number of shares of the Corporation outstanding,
as to the estimated expense to the Corporation in connection with purchases of
its shares, as to the ability to liquidate investments in orderly fashion, or
as to any other matters relating to the issue, sale, redemption or other
acquisition or disposition of investments or shares of the Corporation, shall
be final and conclusive and shall be binding upon the Corporation and all
holders of its shares, past, present and future, and shares of the Corporation
are issued and sold on the condition and understanding that any and all such
determinations shall be binding as aforesaid.
EIGHTH: (1) To the maximum extent that Maryland law in effect from time
to time permits limitation of the liability of directors and officers of a
corporation, no present or former director or officer of the Corporation shall
be liable to the Corporation or its stockholders for money damages.
(2) The Corporation shall have the power, to the maximum extent
permitted by Maryland law in effect from time to time, to obligate itself to
indemnify, and to pay or reimburse reasonable expenses in advance of final
disposition of a proceeding to, (a) any individual who is a present or former
director or officer of the Corporation or (b) any individual who, while a
director or officer of the Corporation and at the request of the Corporation,
serves or has served as a director, officer, partner or trustee of another
corporation, real estate investment trust, partnership, joint venture, trust,
employee benefit plan
C-6
or any other enterprise from and against any claim or liability to which such
person may become subject or which such person may incur by reason of his
status as a present or former director or officer of the Corporation. The
Corporation shall have the power, with the approval of the Board of Directors,
to provide such indemnification and advancement of expenses to a person who
served a predecessor of the Corporation in any of the capacities described in
(a) or (b) above and to any employee or agent of the Corporation or a
predecessor of the Corporation.
(3) The provisions of this Article EIGHTH shall be subject to the
limitations of the Investment Company Act.
(4) Neither the amendment nor repeal of this Article EIGHTH, nor
the adoption or amendment of any other provision of the Charter or Bylaws
inconsistent with this Article EIGHTH, shall apply to or affect in any respect
the applicability of the preceding sections of this Article EIGHTH with respect
to any act or failure to act which occurred prior to such amendment, repeal or
adoption.
NINTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in its Charter in the manner now or hereafter
prescribed by the laws of the State of Maryland, including any amendment which
alters the contract rights, as expressly set forth in the Charter, of any
outstanding stock, and all rights conferred upon stockholders herein are
granted subject to this reservation.
(1) The amendment and restatement of the Charter as hereinabove
set forth have been duly advised by the Board of Directors and approved by the
stockholders of the Corporation as required by law.
(2) The current address of the principal office of the Corporation
within the State of Maryland is as set forth in Article FOURTH of the foregoing
amendment and restatement of the Charter.
(3) The name and address of the Corporation's current resident
agent is as set forth in Article FOURTH of the foregoing amendment and
restatement of the Charter.
(4) The number of directors of the Corporation and the names of
those currently in office are as set forth in Article SIXTH of the foregoing
amendment and restatement of the Charter.
(5) The total number of shares of stock which the Corporation has
authority to issue is not changed by the foregoing amendment and restatement of
the Charter.
The undersigned President acknowledges these Articles of Amendment and
Restatement to be the corporate act of the Corporation and, as to all matters
or facts required to be verified under oath, the undersigned President
acknowledges that, to the best of his knowledge, information and belief, these
matters and facts are true in all material respects and that this statement is
made under the penalties for perjury.
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment
and Restatement to be signed in its name and on its behalf by its President and
attested to by its Secretary on this ________ day of ________, 20__.
ATTEST: [____________________]
By: ________________ (SEAL)
- ----------------------------------
Secretary President
[date]
C-7
APPENDIX D
STOCK OWNERSHIP
The following person(s) owned of record or were known by a Fund to
beneficially own 5% or more of the Fund's shares (or class of shares if
applicable) as of August 1, 2010.
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
ALLIANCEBERNSTEIN BALANCED SHARES
CLASS A
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 1,533,358 5.06%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 1,529,386 5.05%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,579,316 5.22%
CLASS B
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 418,414 6.27%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 491,291 7.37%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 438,360 6.57%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 706,116 10.59%
CLASS C
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 343,933 5.85%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 517,463 8.80%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 1,453,947 24.73%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 369,414 6.28%
CLASS ADV
American Association for
FBO Respiratory Care Emp Ret Pln
Attn: Sam P Giordano
9425 North Macarthur Blvd Ste 100
Irving, TX 75063-4725 150,397 5.88%
Medical Consultants PC 401K Plan
Attn: Gary Wangler
Personal and Confidential
2525 W University Ave St 300
Muncie, IN 47303-3400 453,572 17.73%
Orchard Trust CO LLC TTEE
FBO College of Westchester Business
School Defined Cont Plan 1
8515 E Orchard Rd # 2T2
Greenwood Village, CO 80111-5002 177,577 6.94%
Orchard Trust CO LLC TTEE
FBO Fragomen Del Ray Bernsen
& Loewy LLP
8515 E Orchard Rd # 2T2
Greenwood Village, CO 80111-5002 420,835 16.45%
Providence Ear Nose & Throat
Assoc Inc 401K Plan
Steven W Fisher TTEE
2112 Providence Ave
Chester, PA 19013-5507 128,783 5.04%
CLASS R
Hartford Life Insurance Company
Separate Account 401
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 213,978 44.63%
D-1
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
----------------------------------------------------
Hartford Securities Distribution
Company
Attention: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 28,119 5.87%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 77,014 16.06%
MG Trust Company Cust FBO
Apple Hill Vascular Associates Ltd
700 17th St Ste 300
Denver, CO 80202-3531 49,265 10.28%
Reliance Trust Co
FBO Act Nextmed 401K
P.O. Box 48529
Atlanta, GA 30362-1529 28,386 5.92%
CLASS K
AIG Retirement Services Company
FBO AIGFSB Cust TTEE FBO
ABAG/STARS
2929 Allen Parkway A6-20
Houston, TX 77019-2155 15,704 5.53%
AIG Retirement Services Company
FBO AIGFSB Cust TTEE FBO
City of Foster City
2929 Allen Parkway A6-20
Houston, TX 77019-2155 69,003 24.29%
AIG Retirement Services Company
FBO AIGFSB Cust TTEE FBO
City of Elk Grove
2929 Allen Parkway A6-20
Houston, TX 77019-2155 15,168 5.34%
Nationwide Trust Company FSB
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 52,175 18.37%
Tom Carbonneau FBO
Bolin Agency 401K PSP & Trust
2523 Wayzata Blvd Ste 300
Minneapolis MN 55405-2190 15,073 5.31%
CLASS I
Orchard Trust Company LLC TTEE Cust
Muskegon Surgical Associates PC
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 52,168 36.46%
Orchard Trust Company LLC TTEE Cust
Worldwide Dreams Deferred Comp Pl
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111 88,884 62.13%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
ALLIANCEBERNSTEIN BSS--U.S. LARGE CAP
CLASS A
Citigroup Global Markets House
Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 116,567 5.27%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 191,503 8.66%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, Fl 32246-6484 129,602 5.86%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 122,826 5.55%
Wells Fargo Investments LLC
FBO Customer Accounts
Attn: Mutual Fund Operations
625 Marquette Ave S 13th Floor
Minneapolis, MN 55042-2323 165,395 7.48%
CLASS B
Citigroup Global Markets House
Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 114,637 8.95%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 109,366 8.54%
MLPF&S for the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 136,371 10.65%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 118,515 9.25%
Wells Fargo Investment LLC
FBO Customer Accounts
Attn: Mutual Fund Operations
625 Marquette Ave S 13th Floor
Minneapolis, MN 55402-2323 76,811 6.00%
D-2
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
CLASS C
Citigroup Global Markets House
Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 97,487 8.64%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 359,426 31.85%
Wells Fargo Investments LLC
FBO Customer Accounts
Attn: Mutual Fund Operations
625 Marquette Ave S 13th Floor
Minneapolis, MN 55402-2323 62,403 5.53%
CLASS ADV
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 32,501 7.92%
Sanford Bernstein & Co. LLC
One North Lexington Avenue
White Plains, NY 10601-1712 21,205 5.17%
Wells Fargo Investments LLC
FBO Customer Accounts
Attn: Mutual Fund Operations
625 Marquette Ave S 13th Floor
Minneapolis, MN 55402-2323 267,427 65.20%
CLASS R
AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N Lexington Ave
White Plains, NY 10601-1712 699 7.41%
First Clearing LLC
Acumen 401 K Pl
Robert Craig Killam TTEE
1957 E Del Amo Blvd
Rancho Dominguez, CA 90220-6115 3,967 42.07%
Paul Whitmire FBO
Cimmaron Field Services Inc 401K
PSP & Trust
P.O. Box 265
Tucker, GA 30085-0265 4,659 49.41%
CLASS K
Orchard Trust Company LLC TTEE Cust
Cogent Partners LP 401K PSP
8515 E. Orchard Dr 2T2
Greenwood Village, CO 80111-5002 13,777 6.70%
Orchard Trust Company LLC TTEE Cust
FBO Flicker Kerin Kruger & Bissada
8515 E Orchard Road 2T2
Greenwood Village, CO 80111-5002 12,138 5.91%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
Orchard Trust Co LLC TTEE
FBO Mahoney Ulbrich Christiansen
& Russ PA PSP & Trust
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 22,786 11.09%
Orchard Trust Co LLC TTEE
FBO Miami Diver Inc
401(K) PSP
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 34,282 16.68%
Orchard Trust Company LLC TTEE Cust
Financial Advisors Retirement Plan
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 72,531 35.29%
Orchard Trust Company LLC TTEE Cust
NTE Aviation Ltd 401K PSP
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 22,614 11.00%
Orchard Trust Company LLC TTEE Cust
Miller Shpiece & Tischler PC
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 14,982 7.29%
CLASS I
University At Buffalo Foundation Inc.
Edward P. Schneider
Executive Director
P.O. Box 900
Buffalo, NY 14226-0900 187,838 99.99%
ALLIANCEBERNSTEIN BSS--ALLIANCEBERNSTEIN 2000
RETIREMENT STRATEGY
CLASS A
Orchard Trust Co LLC
FBO Catholic Diocese of Green Bay
C/O Fascore LLC
8515 E. Orchard Rd 2T2
Greenwood Village, CO 80111-5002 83,647 12.52%
State Street Bank & Trust
FBO ADP/MSDW Alliance
Attn: Ralph Campbell
105 Rosemont Rd
Westwood, MA 02090-2318 92,717 13.88%
Wachovia Bank FBO
OPTP 22 Money Purchase Pension Plan
1525 West Wt Harris Blvd
Charlotte, NC 28262-8522 185,556 27.77%
CLASS B
Edward D Jones & Co
Attn: Mutual Fund Shareholder Acctg
201 Progress Pkwy
Maryland Heights, MO 63043-3009 905 6.56%
Frontier Trust Company
C/F Alexis Llanes Roth IRA Rollover
8542 NW 35th Ct
Miami, FL 33147-3922 846 6.13%
D-3
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
Frontier Trust Company
Amber Oakley IRA Rollover
7760 NW 10th St
Pembroke Pines, FL 33024-5249 1,340 9.17%
Frontier Trust Company
C/F Donald C Smith Roth IRA
189 Muddy Run Rd
Blairsville, PA 15717-5753 711 5.16%
Frontier Trust Company
C/F Jane Hewitt Roth IRA
P.O. Box 3285
Waquoit, MA 02536-3285 2,112 15.31%
Frontier Trust Company
MEH Inc
Michael L Hencey
5111 South Canyon Road
Rapid City, SD 57702-1872 4,266 30.93%
Frontier Trust Company
C/F William M Lochhead Roth IRA
P.O. Box 3285
Waquoit, MA 02536-3285 1,675 12.15%
NFS LLC FEBO
NFS/FMTC IRA
FBO Zane Conway
37704 S Haney Rd
Kennewick, WA 99337-7192 1,065 7.72%
CLASS C
First Clearing, LLC
2801 Market St
Saint Louis, MO 63103-2523 6,222 7.02%
First Clearing, LLC
2801 Market St
Saint Louis, MO 63103-2523 4,978 5.62%
First Clearing, LLC
2801 Market St
Saint Louis, MO 63103-2523 5,624 6.35%
First Clearing, LLC
Louis De Michele &
Dolores De Michele Ten Com
114 Laredo Ave
Staten Island, NY 10312-3430 4,975 5.61%
LPL Financial Services
9785 Towne Centre Dr
San Diego, CA 92121-1968 5,916 6.68%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 13,193 14.89%
Wells Fargo Investments LLC
FBO Customer Accounts
Attn: Mutual Fund Operations
625 Marquette Ave S 13th Floor
Minneapolis, MN 55402-2323 15,976 18.03%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
CLASS ADV
George M. Kuebler &
Elizabeth A. Kuebler JTWROS
46 Thomas Street
Monroe Township, NJ 08831-1229 7,387 9.99%
MG Trust Company Cust FBO
Laminators Inc
700 17th St Ste 300
Denver, CO 80202-3531 5,208 7.04%
New York Life Trust Company
Evening Post Published Company &
Affiliated Companies
51 Madison Ave Room 117A
New York, NY 10010-1603 16,781 22.69%
Wells Fargo Bnk NA
Wellspan RSP
C/O Fascore LLC
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 41,954 56.73%
CLASS I
Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4151 7,865 5.42%
Orchard Trust Company LLC TTEE Cust
Worldwide Dreams Deferred Comp Pl
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111 116,888 80.56%
Wilmington Trust Risc TTEE FBO
First National Bank Alaska Profit
Sharing & 401(k) Plan
P.O. Box 52129
Phoenix, AZ 85072-2129 8,870 6.11%
CLASS R
Charles Schwab & Co.
For the Exclusive Benefit Of Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4151 26,602 12.30%
Hartford Life Insurance Company
Separate Account 401
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 23,942 11.07%
Kira M Alatar MD FBO
Riverside Family Medicine
401(K) Plan
805 S Wheatley St
Ridgeland, MS 39157-5000 12,441 5.75%
D-4
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
----------------------------------------------------
MG Trust Company Cust
FBO BCR & Associates
700 17th St Ste 300
Denver, CO 80202-3531 15,264 7.06%
State Street Bank & Trust
FBO ADP/MSDW Alliance
Attn: Ralph Campbell
105 Rosemont Rd
Westwood, MA 02090-2318 81,716 37.77%
Wachovia Bank FBO
Crosstex Energy Services LP 401K
1525 West WT Harris Blvd
Charlotte, NC 28262-8522 22,768 10.52%
CLASS K
FIIOC as Agent for Certain Emply
Benefit Plans
100 Magellan Way KWIC
Covington, KY 41015-1987 301,598 17.03%
Mercer Trust Co TTEE FBO
Solo Cup Co PS
Plus Plan
1 Investors Way MSC N-1-G
Norwood, MA 02062-1599 210,028 11.86%
Orchard Trust Company TTEE
Employee Benefits Clients
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 483,769 27.31%
Orchard Trust Co LLC TTEE
FBO Green Valley Country Club
Retirement Plan
8515 E Orchard Rd 2T2
Greenwood Willage, CO 80111-5002 137,660 7.77%
ALLIANCEBERNSTEIN BSS--ALLIANCEBERNSTEIN 2005
RETIREMENT STRATEGY
CLASS A
GPC as Agent for Reliance Trust Co.
FBO Charles F. Connolly Distrib.
EES PSP
P.O. Box 79377
Atlanta, GA 30357-7377 414,230 17.75%
Great West Life & Annuity
GWLA-FFIIAllianceBernstein 2005
RT
8515 E. Orchard Rd 2T2
Greenwood Village, CO 80111-5002 306,760 13.14%
NFS LLC FEBO
Bankers Trust Co
P.O. Box 897
Des Moines, IA 50306-0897 298,736 12.80%
Orchard Trust Co LLC
FBO Catholic Diocese of Green Bay
C/O Fascore LLC
8515 E. Orchard Rd 2T2
Greenwood Village, CO 80111-5002 123,910 5.31%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
---------------------------------------------------
CLASS B
Frontier Trust Company
Dr. Steven Lanham DDS
Patricia A. Neal
4816 Harvest Ln NE
Orangeburg, SC 29118-9470 2,202 5.00%
Frontier Trust Company Cust
C/F Sarah G. Shinpock IRA Rollover
5351 Avery Woods Ln
Knoxville, TN 37921-5244 7,481 17.00%
LPL Financial Services
9785 Towne Centre Dr
San Diego, CA 92121-1968 4,619 10.49%
NFS LLC FEBO
NFS/FMTC IRA
FBO Thaddeus S Kelly
55 Ainsworth St
Roslindale, MA 02131-1942 7,658 17.40%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 4,111 9.34%
Raymond James & Assoc Inc CSDN
FBO David W. Sorenson IRA
401 E 8th St Ste 214-390
Sioux Falls, SD 57103-7011 5,519 12.54%
Raymond James & Assoc. Inc. CSDN
FBO Susan Sorenson IRA
401 E 8th St Ste 214-390
Sioux Falls, SD 57103-7011 2,220 5.04%
Robert E Zimmerman
Virginia V Greer JTWROS
1201 8th Ave NE TRLR 92
Aberdeen, SD 57401-2590 3,653 8.30%
CLASS C
Frontier Trust Company
C/F Dennis L. Hubbard IRA Rollover
3111 180th St
Dawson, MN 56232-4155 7,495 10.49%
Frontier Trust Company
C/F Rosemary Booth IRA Rollover
9503 Marsena Ct
Charlotte, NC 28213-3760 4,161 5.83%
Frontier Trust Company
C/F Ruth E. White IRA R/O
602 E Kentucky
Indianola, IA 50125-4000 3,981 5.57%
MG Trust Company Cust FBO
D&L Group
700 17th St Ste 300
Denver, CO 80202-3531 5,079 7.11%
D-5
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
Michael J. Klinge/ Marlena A
Humphrey FBO
Keco Engineered Coatings 401K PSP
& Trust
1030 S Kealing Ave
Indianapolis, IN 46203-1516 31,039 43.45%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 4,886 6.84%
CLASS ADV
Frontier Trust Company
C/F Bridget A Browne IRA R/O
151 Hunt Avenue
Pearl River, NY 10965-1881 7,313 9.92%
Giaquinta Irrev Living Trust
DTD 12/27/06
Gaetana Giaquinta as Grantor
John Giaquinta TTEE
4 Redgrave Ave
Staten Island, NY 10306-3619 37,423 50.74%
MG Trust Company Cust FBO
Sunrise Safety Services Inc
700 17th St Ste 300
Denver, CO 80202-3531 4,122 5.59%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 13,725 18.61%
Wells Fargo Bank NA
Wellspan RSP
C/O Fascore LLC
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 6,754 9.16%
CLASS I
JP Morgan TTEE
For the GZA Geoenvironmental Inc
Restated 401(k) Profit Sharing Plan
9300 Ward Parkway
Kansas City, MO 64114-3317 19,476 44.59%
MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 12,249 28.04%
Orchard Trust Company LLC TTEE
Cust
Muskegon Surgical Associates PC
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111 5,942 13.60%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
----------------------------------------------------
CLASS R
ING
Enhanced K-Choice
Trustee: Reliance Trust Company
400 Atrium Drive
Somerset, NJ 08873-4162 18,251 5.30%
NFS LLC FBO
State Street Bank Trust Co
TTEE Various Retirement Plans
4 Manhattanville Rd
Purchase, NY 10577-2139 200,027 58.12%
Wachovia Bank FBO
Crosstex Energy Services LP 401K
1525 West Wt Harris Blvd
Charlotte, NC 28262-8522 31,457 9.14%
CLASS K
FIIOC as Agent for Certain Emply
Benefit Plans
100 Magellan Way KWIC
Covington, KY 41015-1987 152,448 12.21%
Frontier Trust Co FBO
Gynecological & Obstetrical Assoc O
P.O. Box 10758
Fargo, ND 58106-0758 133,626 10.70%
Mercer Trust Company TTEE FBO
Solo Cup Company
Profit Sharing Plus Plan
1 Investors Way MSC N-1-G
Norwood, MA 02062-1599 83,907 6.72%
MG Trust Company Cust FBO
Canges, Iwashko, Bethke & Bailey P
700 17th St Ste 300
Denver, CO 80202-3531 75,894 6.08%
NFS LLC FEBO
State Street Bank Trust Co
TTEE Various Retirement Plans
4 Manhattanville Rd
Purchase, NY 10577-2139 97,466 7.81%
Orchard Trust Co LLC TTEE
FBO Keane and Beane PC 401K
C/O Fascore LLC
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 79,745 6.39%
Orchard Trust Co LLC TTEE
FBO North Suburban Pediatrics
SC Profit Sharing Plan & Trust
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 157,144 12.59%
D-6
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
ALLIANCEBERNSTEIN BSS--ALLIANCEBERNSTEIN 2010
RETIREMENT STRATEGY
CLASS A
GPC as Agent for Reliance Trust Co
Sprinkler Fitters Local UN.550 Plan
P.O. Box 79377
Atlanta, GA 30357-7377 385,602 6.22%
Great West Life & Annuity
GWLA-FFIIAllianceBernstein 2010 RT
8515 E. Orchard Rd 2T2
Greenwood Village, CO 80111-5002 389,780 6.29%
ING
Framework
Trustee: Reliance Trust Company
400 Atrium Drive
Somerset, NJ 08873-4162 410,435 6.62%
Orchard Trust Co LLC
FBO Catholic Diocese of Green Bay
C/O Fascore LLC
8515 E. Orchard Rd 2T2
Greenwood Village, CO 80111-5002 399,706 6.45%
Orchard Trust Co TTEE
Employee Benefits Clients
8515 E. Orchard Rd 2T2
Greenwood Village, CO 80111-5002 492,112 7.94%
State Street Bank & Trust
FBO ADP/MSDW Alliance
Attn: Ralph Campbell
105 Rosemont Rd
Westwood, MA 02090-2318 631,670 10.19%
CLASS B
LPL Financial Services
9785 Towne Centre Dr
San Diego, CA 92121-1968 5,114 6.90%
NFS LLC FEBO
NFA/FMTC IRA
FBO Rosalie Corbin
102 Balboa Dr
Springfield, MA 01119-2904 5,951 8.02%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 14,535 19.60%
CLASS C
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 82,564 36.89%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 40,162 17.95%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
CLASS ADV
American United Life Cus
American United Trust
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 365,559 25.25%
American United Life Cust
FBO AUL American Group
Retirement Annuity
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 157,042 10.85%
New York Life Trust Company
Evening Post Published Company &
Affiliated Companies
51 Madison Ave Room 117A
New York, NY 10010-1603 627,968 43.38%
Reliance Trust Company FBO
Retirement Plans Services by Metlif
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 124,957 8.63%
CLASS I
Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4151 67,152 8.23%
DWS Trust Co TTEE
Atlantic Automotive Corporation
401K Plan
P.O. Box 1757
Salem, NH 03079-1143 49,882 6.12%
MAC & Co
Mutual Fund Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198 324,655 39.80%
Orchard Trust Company LLC TTEE Cust
Muskegon Surgical Associates PC
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 164,254 20.14%
CLASS R
Hartford Life Insurance Company
Separate Account 401
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 199,045 10.68%
ING
Enhanced K-Choice
Trustee Reliance Trust Company
400 Atrium Drive
Somerset, NJ 08873-4162 371,817 19.94%
D-7
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
NFS LLC FEBO
State Street Bank Trust Co
TTEE Various Retirement Plans
4 Manhattanville Rd
Purchase, NY 10577-2139 149,268 8.01%
Wachovia Bank FBO
Crosstex Energy Services L P 401K
1525 West Wt Harris Blvd
Charlotte, NC 28262-4522 103,836 5.57%
Wachovia Bank FBO
New York City Housing Dev Corp
1525 West Wt Harris Blvd
Charlotte, NC 28262-8522 215,168 11.54%
CLASS K
FIIOC as Agent for Certain
Employee Benefit Plans
100 Magellan Way KWIC
Covington, KY 41015-1987 1,368,218 19.04%
NFS LLC FEBO
State Street Bank Trust Co
TTEE Various Retirement Plans
4 Manhattanville Rd
Purchase, NY 10577-2139 528,955 7.36%
Orchard Trust Company TTEE
Employee Benefits Clients
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 463,419 6.45%
Reliance Trust Company FBO
Retirement Plans Serviced by Metlife
8515 E Orchard rd 2T2
Greenwood Village, CO 80111-5002 1,634,585 22.75%
ALLIANCEBERNSTEIN BSS--ALLIANCEBERNSTEIN 2015
RETIREMENT STRATEGY
CLASS A
Great West Life & Annuity
GWLA-FFIIAllianceBernstein 2015 RT
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 594,904 5.90%
Orchard Trust Co LLC
FBO Catholic Diocese of Green Bay
C/O Fascore LLC
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 720,432 7.14%
Orchard Trust Co TTEE
Employee Benefits Clients
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 780,944 7.74%
State Street Bank & Trust
FBO ADP/MSDW Alliance
Attn: Ralph Campbell
105 Rosemont Rd
Westwood, MA 02090-2318 1,168,066 11.58%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
CLASS B
Edward D Jones & Co
Attn: Mutual Fund Shareholder Acctg
201 Progress Pkwy
Maryland Heights, MO 63043-3009 16,951 6.92%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 19,862 8.10%
CLASS C
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 177,772 48.97%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 18,801 5.18%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 28,212 7.77%
CLASS ADV
American United Life Cust
American United Trust
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 901,680 60.37%
Wells Fargo Bank NA
Wellspan RSP
C/O Fascore LLC
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 137,387 9.20%
Wells Fargo Bank NA Custodian FBO
Washington County Public Schools 40
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 112,538 7.54%
CLASS I
Brown Brothers Harriman & Co
525 Washington Blvd
Jersey City, NJ 07310-1606 616,165 16.37%
MAC & Co
Attn: Mutual Fund Ops
P.O. Box 3198
Pittsburgh, PA 15230-3198 1,671,717 44.43%
MAC & Co
Mutual Fund Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198 570,759 15.17%
D-8
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
CLASS R
Hartford Life Insurance Company
Separate Account 401
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 699,446 16.86%
ING
Enhanced K-Choice
Trustee Reliance Trust Company
400 Atrium Drive
Somerset, NJ 08873-4162 1,099,465 26.50%
NFS LLC FEBO
State Street Bank Trust Co
TTEE Various Retirement Plans
4 Manhattanville Rd
Purchase, NY 10577-2139 365,816 8.82%
Wachovia Bank FBO
Crosstex Energy Services L P 401K
1055010065 NC 1076
1525 West Wt Harris Blvd
Charlotte, NC 28262-8522 357,181 8.61%
CLASS K
FIIOC as Agent for Certain Employee
Benefit Plans
100 Magellan Way KWIC
Covington, KY 41015-1987 1,172,048 9.47%
Mercer Trust Co TTEE FBO
Solo Cup Co PS
Plus Plan
1 Investors Way MSC N-1-G
Norwood, MA 02062-1599 865,401 6.99%
NGS LLC FEBO
State Street Bank Trust Co
TTEE Various Retirement Plans
4 Manhattanville Rd
Purchase, NY 10577-2139 1,233,919 9.97%
Reliance Trust Company FBO
Retirement Plans Services by Metlife
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 2,870,651 23.19%
ALLIANCEBERNSTEIN BSS--ALLIANCEBERNSTEIN 2020
RETIREMENT STRATEGY
CLASS A
Great West Life & Annuity
GWLA-FFIIAllianceBernstein 2020 RT
8515 E. Orchard Rd 2T2
Greenwood Village, CO 80111-5002 719,530 5.81%
ING
Framework
Trustee: Reliance Trust Company
400 Atrium Drive
Somerset, NJ 08873-4162 1,160,711 9.37%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
Orchard Trust Co TTEE
Employee Benefits Clients
8515 E. Orchard Rd 2T2
Greenwood Village, CO 80111-5002 957,628 7.73%
State Street Bank & Trust
FBO ADP/MSDW Alliance
Attn: Ralph Campbell
105 Rosemont Rd
Westwood, MA 02090-2318 1,850,014 14.93%
CLASS C
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 264,957 45.40%
CLASS ADV
American United Life Cust
American United Trust
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 686,575 43.13%
American United Life Cust
FBO AUL American Group
Retirement Annuity
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 171,219 10.76%
New York Life Trust Company
Evening Post Published Company &
Affiliated Companies
51 Madison Ave Room 117A
New York, NY 10010-1603 136,197 8.56%
Wells Fargo Bank NA Custodian FBO
Washington County Public Schools 40
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 119,776 7.52%
Wells Fargo Bnk NA
Wellspan RSP
C/O Fascore LLC
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 176,168 11.07%
CLASS I
Brown Brothers Harriman & Co
525 Washington Blvd
Jersey City, NJ 07310-1606 234,366 9.23%
Charles Schwab & Co.
For the Exclusive Benefit of
Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4151 148,335 5.84%
D-9
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-----------------------------------------------------
MAC & Co
Mutual Fund Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198 529,160 20.83%
MLPF&S
For the Sole Benefit of Its
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 305,695 12.03%
New York Life Trust Co
Voith Paper Fabrics
Incentive Savings Plan
51 Madison Ave Room 117A
New York, NY 10010-1603 385,246 15.17%
Wilmington Trust RISC TTE FBO
First National Bank Alaska Profit
Sharing & 401(k) Plan
P.O. Box 52129
Phoenix, AZ 85072-2129 151,670 5.97%
Orchard Trust Company LLC TTEE Cust
J. D'Addario & Company
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 141,523 5.57%
Orchard Trust Company LLC TTEE Cust
Webcor Builders 401K PSP
P.O. Box 85484
San Diego, CA 92186-5484 250,146 9.85%
CLASS R
Hartford Life Insurance Company
Separate Account 401
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 697,026 13.30%
ING
Enhanced K-Choice
Trustee: Reliance Trust Company
400 Atrium Drive
Somerset, NJ 08873-4162 1,169,854 22.32%
MLPF&S For The Sole Benefit Of Its
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, Fl 32246-6484 280,731 5.36%
NFS LLC FEBO
State Street Bank Trust Co
TTEE Various Retirement Plans
4 Manhattanville Rd
Purchase, NY 10577-2139 494,669 9.44%
Wachovia Bank FBO
Crosstex Energy Services LP 401K
1525 West Wt Harris Blvd
Charlotte, NC 28262-8522 464,946 8.87%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
CLASS K
FIIOC as Agent for Certain
Employee Benefit Plans
100 Magellan Way KWIC
Covington, KY 41015-1987 2,444,135 12.29%
Mercer Trust Co TTEE FBO
Solo Cup Co PS
Plus Plan
1 Investors Way MSC N-3-G
Norwood, MA 02062-1599 1,075,323 5.41%
NFS LLC FEBO
State Street Bank Trust Co
TTE Various Retirement Plans
4 Manhattanville Rd
Purchase, NY 10577-2139 2,312,874 11.63%
Reliance Trust Company FBO
Retirement Plans Serviced by Metlif
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 4,501,692 22.64%
ALLIANCEBERNSTEIN BSS--ALLIANCEBERNSTEIN 2025
RETIREMENT STRATEGY
CLASS A
Great West Life & Annuity
GWLA-FFIIAllianceBernstein 2025 RT
8515 E. Orchard Rd 2T2
Greenwood Village, CO 80111-5002 1,380,097 11.06%
ING
Framework
Trustee: Reliance Trust Company
400 Atrium Drive
Somerset, NJ 08873-4162 913,565 7.32%
Orchard Trust Co TTEE
Employee Benefits Clients
8515 E. Orchard Rd 2T2
Greenwood Village, CO 80111-5002 1,095,411 8.78%
State Street Bank & Trust
FBO ADP/MSDW Alliance
Attn: Ralph Campbell
105 Rosemont Rd
Westwood, MA 02090-2318 1,431,706 11.48%
CLASS B
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 10,418 7.69%
CLASS C
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 182,989 48.02%
D-10
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
CLASS ADV
American United Life Cust
American United Trust
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 574,326 43.33%
American United Life Cust
FBO AUL American Group
Retirement Annuity
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 153,065 11.55%
Orchard Trust Co TTEE
Employee Benefits Clients
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 75,884 5.72%
Wells Fargo Bank NA
Wellspan RSP
C/O Fascore LLC
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 248,332 18.73%
CLASS I
Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4151 159,148 7.62%
MAC & Co
Mutual Fund Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198 533,968 25.58%
MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 121,520 5.82%
New York Life Trust Co
Voith Paper Fabrics
Incentive Savings Plan
51 Madison Ave Room 117A
New York, NY 10010-1603 306,174 14.67%
Orchard Trust Company LLC TTEE Cust
George Little Mgmt LLC 401K PSP
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 109,399 5.24%
Orchard Trust Company LLC TTEE Cust
J. D'Addario & Company
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 138,467 6.63%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
Wilmington Trust RISC TTE FBO
First National Bank Alaska Profit
Sharing & 401(k) Plan
P.O. Box 52129
Phoenix, AZ 85072-2129 115,582 5.54%
CLASS R
Hartford Life Insurance Company
Separate Account 401
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 695,389 13.97%
ING
Enhanced K-Choice
Trustee: Reliance Trust Company
400 Atrium Drive
Somerset, NJ 08873-4162 1,290,023 25.93%
MLPF&S For The Sole Benefit Of Its
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, Fl 32246-6484 388,362 7.80%
NFS LL FEBO
State Street Bank Trust Co
TTEE Various Retirement Plans
4 Manhattanville Rd
Purchase, NY 10577-2139 415,177 8.34%
Wachovia Bank FBO
Crosstex Energy Services LP 401K
1525 West Wt Harris Blvd
Charlotte, NC 28262-8522 364,227 7.32%
CLASS K
FIIOC as Agent for Certain
Employee
Benefit Plans
100 Magellan Way KWIC
Covington, KY 41015-1987 1,178,057 8.65%
Mercer Trust Co TTEE FBO
Solo Cup Co PS
Plus Plan
1 Investors Way MSC N-3-G
Norwood, MA 02062-1599 1,131,500 8.31%
NFS LLC FEBO
State Street Bank Trust Co
TTEE Various Retirement Plans
4 Manhattanville Rd
Purchase, NY 10577-2139 1,754,790 12.89%
Reliance Trust Company FBO
Retirement Plans Serviced by Metlife
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 2,823,492 20.74%
D-11
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
ALLIANCEBERNSTEIN BSS--ALLIANCEBERNSTEIN 2030
RETIREMENT STRATEGY
CLASS A
Great West Life & Annuity
GWLA-FFIIAllianceBernstein 2030 RT
8515 E. Orchard Rd 2T2
Greenwood Village, CO 80111-5002 603,459 5.86%
ING
Framework
Trustee: Reliance Trust Company
400 Atrium Drive
Somerset, NJ 08873-4162 588,739 5.72%
Orchard Trust Co TTEE
Employee Benefits Clients
8515 E. Orchard Rd 2T2
Greenwood Village, CO 80111-5002 1,114,776 10.83%
State Street Bank & Trust
FBO ADP/MSDW Alliance
Attn: Ralph Campbell
105 Rosemont Rd
Westwood, MA 02090-2318 1,594,733 15.49%
CLASS B
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 10,418 7.69%
CLASS C
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 270,603 51.24%
CLASS ADV
American United Life Cust
American United Trust
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 416,741 36.18%
American United Life Cust
FBO AUL American Group
Retirement Annuity
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 222,043 19.28%
Wells Fargo Bnk NA
Wellspan RSP
C/O Fascore LLC
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 242,777 21.08%
CLASS I
MAC & Co
Mutual Fund Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198 362,481 22.19%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 159,164 9.75%
New York Life Trust Co
Voith Paper Fabrics
Incentive Savings Plan
51 Madison Ave Room 117A
New York, NY 10010-1603 100,396 6.15%
Orchard Trust Company LLC TTEE
Cust
J. D'Addario & Company
8515 E Orchard rd 2T2
Greenwood Village, CO 80111-5002 266,147 16.30%
Taynik & Co. 401K Plan
C/O State Street Bank
200 Clarendon St
Boston, MA 02116-5021 88,211 5.40%
CLASS R
Hartford Life Insurance Company
Separate Account 401
Attn: UIT Operations
Po Box 2999
Hartford, CT 06104-2999 697,294 15.79%
ING
Enhanced K-Choice
Trustee: Reliance Trust Company
400 Atrium Drive
Somerset, NJ 08873-4162 926,270 20.97%
MLPF&S For The Sole Benefit Of Its
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, Fl 32246-6484 280,876 6.36%
NFS LLC FEBO
State Street Bank Trust Co
TTEE Various Retirement Plans
4 Manhattanville Rd
Purchase, NY 10577-2139 283,805 6.43%
CLASS K
Charles Schwab & Co
For the Exclusive Benefit
Of Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4151 1,144,464 8.52%
FIIOC as Agent for Certain
Employee Benefit Plans
100 Magellan Way KWIC
Covington, KY 41015-1987 1,306,858 9.73%
D-12
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
Mercer Trust Co TTEE FBO
Solo Cup Co PS
Plus Plan
1 Investors Way MSC N-3-G
Norwood, MA 02062-1599 838,540 6.24%
NFS LLC FEBO
State Street Bank Trust Co
TTEE Various Retirement Plans
4 Manhattanville Rd
Purchase, NY 10577-2139 1,658,196 12.34%
Reliance Trust Company FBO
Retirement Plans Serviced by Metlif
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 2,625,771 19.54%
ALLIANCEBERNSTEIN BSS--ALLIANCEBERNSTEIN 2035
RETIREMENT STRATEGY
CLASS A
Great West Life & Annuity
GWLA-FFIIAllianceBernstein 2035 RT
8515 E. Orchard Rd 2T2
Greenwood Village, CO 80111-5002 472,283 6.33%
ING
Framework
Trustee: Reliance Trust Company
400 Atrium Drive
Somerset, NJ 08873-4162 496,948 6.66%
Orchard Trust Company TTEE
Employee Benefits Clients
8515 E. Orchard Rd 2T2
Greenwood Village, CO 80111-5002 713,688 9.57%
State Street Bank & Trust
FBO ADP/MSDW Alliance
Attn: Ralph Campbell
105 Rosemont Rd
Westwood, MA 02090-2318 1,145,967 15.37%
CLASS B
LPL Financial Services
9785 Towne Centre Dr.
San Diego, CA 92121-1968 6,304 6.31%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 5,969 5.97%
CLASS C
MG Trust Company Cust FBO
Rajeeb Guharoy
700 17th St Ste 300
Denver, CO 80202-3531 22,147 6.99%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 115,739 36.55%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
CLASS ADV
American United Life Cust
American United Trust
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 241,792 26.78%
American United Life Cust
FBO AUL American Group
Retirement Annuity
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 159,580 17.67%
Wells Fargo Bank NA Custodian FBO
Washington County Public Schools 40
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 57,778 6.40%
Wells Fargo Bnk NA
Wellspan RSP
C/O Fascore LLC
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 219,842 24.35%
Reliance Trust Company FBO
Retirement Plans Serviced by Metlife
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 80,119 8.87%
CLASS I
JP Morgan TTEE
For the GZA Geoenvironmental Inc
Restated 401(K) Profit Sharing Plan
9300 Ward Parkway
Kansas City, MO 64114-3317 75,513 6.39%
MAC & Co
Mutual Fund Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198 314,520 26.62%
MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 63,638 5.39%
Orchard Trust Company LLC TTEE Cust
George Little Mgmt LLC 401K PSP
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 93,042 7.88%
Orchard Trust Company LLC TTEE Cust
J. D'Addario & Company
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 119,194 10.09%
Orchard Trust Company LLC TTEE
Cust
Webcor Builders 401K PSP
P.O. Box 85484
San Diego, CA 92186-5484 63,451 5.37%
D-13
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
Taynik & Co. 401K Plan
C/O State Street Bank
200 Clarendon St
Boston, MA 02116-5021 61,847 5.24%
Wilmington Trust RISC TTE FBO
First National Bank Alaska Profit
Sharing & 401(k) Plan
P.O. Box 52129
Phoenix, AZ 85072-2129 63,575 5.38%
CLASS R
American United Life Cust
FBO AUL American Group
Retirement Annuity
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 159,146 5.35%
Hartford Life Insurance Company
Separate Account 401
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 405,387 13.63%
ING
Enhanced K-Choice
Trustee: Reliance Trust Company
400 Atrium Drive
Somerset, NJ 08873-4162 811,892 27.30%
MLPF&S For The Sole Benefit Of Its
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, Fl 32246-6484 187,125 6.29%
NFS LLC FEBO
State Street Bank Trust Co
TTEE Various Retirement Plans
4 Manhattanville Rd
Purchase, NY 10577-2139 247,421 8.32%
CLASS K
Charles Schwab & Co
For the Exclusive Benefit Of Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4151 585,746 6.74%
FIIOC as Agent for Certain Employee
Benefit Plans
100 Magellan Way KWIC
Covington, KY 41015-1987 727,489 8.37%
NFS LLC FEBO
State Street Bank Trust Co
TTEE Various Retirement Plans
4 Manhattanville Rd
Purchase, NY 10577-2139 976,941 11.24%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
Reliance Trust Company FBO
Retirement Plans Serviced by Metlife
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 1,838,597 21.15%
ALLIANCEBERNSTEIN BSS--ALLIANCEBERNSTEIN 2040
RETIREMENT STRATEGY
CLASS A
Great West Life & Annuity
GWLA-FFIIAllianceBernstein 2040 RT
8515 E. Orchard Rd 2T2
Greenwood Village, CO 80111-5002 335,206 5.29%
Orchard Trust Co TTEE
Employee Benefits Clients
8515 E. Orchard Rd 2T2
Greenwood Village, CO 80111-5002 481,895 7.60%
State Street Bank & Trust
FBO ADP/MSDW Alliance
Attn: Ralph Campbell
105 Rosemont Rd
Westwood, MA 02090-2318 1,169,637 18.44%
CLASS B
Frontier Trust Company Cust
FBO Mary K Nagy IRA Rollover
9 Bronia St
Howell, NJ 07731-3804 6,316 6.39%
Frontier Trust Company
Precision Mechanical Inc
Ryan Mentink
382 Ram Ln
Silt, CO 81652-8846 5,633 5.70%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 6,263 6.34%
CLASS C
MLPF&S
For the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 173,352 53.72%
CLASS ADV
American United Life Cust
American United Trust
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 184,423 21.20%
American United Life Cust
FBO AUL American Group
Retirement Annuity
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 122,266 14.05%
D-14
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
Wells Fargo Bnk NA
Wellspan RSP
C/O Fascore LLC
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 207,340 23.83%
Reliance Trust Company FBO
Retirement Plans Serviced by Metlife
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 133,384 15.33%
CLASS I
Charles Schwab & Co.
For the Exclusive Benefit of
Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4151 82,931 7.54%
JP Morgan TTEE
For the GZA Geoenvironmental Inc
Restated 401(K) Profit Sharing Plan
9300 Ward Parkway
Kansas City, MO 64114-3317 85,509 7.77%
MAC & Co
Mutual Fund Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198 343,417 31.22%
MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 63,371 5.76%
New York Life Trust Co
Voith Paper Fabrics
Incentive Savings Plan
51 Madison Ave Room 117A
New York, NY 10010-1603 69,718 6.34%
Orchard Trust Company LLC TTEE Cust
J. D'Addario & Company
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 57,145 5.20%
Orchard Trust Company LLC TTEE Cust
Webcor Builders 401K PSP
P.O. Box 85484
San Diego, CA 92186-5484 101,000 9.18%
CLASS R
Hartford Life Insurance Company
Separate Account 401
Attn: UIT Operations
Po Box 2999
Hartford, CT 06104-2999 426,297 15.46%
ING
Enhanced K-Choice
Trustee Reliance Trust Company
400 Atrium Drive
Somerset, NJ 08873-4162 572,017 20.74%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
NFS LLC FEBO
State Street Bank Trust Co
TTEE Various Retirement Plans
4 Manhattanville Rd
Purchase, NY 10577-2139 238,230 8.64%
CLASS K
Charles Schwab & Co
For the Exclusive Benefit of
Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4151 949,353 13.62%
FIIOC as Agent for Certain
Employee Benefit Plans
100 Magellan Way KWIC
Covington, KY 41015-1987 725,864 10.42%
NFS LLC FEBO
State Street Bank Trust Co
TTEE Various Retirement Plans
4 Manhattanville Rd
Purchase, NY 10577-2139 771,327 11.07%
Reliance Trust Company FBO
Retirement Plans Serviced by Metlife
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 1,449,084 20.79%
ALLIANCEBERNSTEIN BSS--ALLIANCEBERNSTEIN 2045
RETIREMENT STRATEGY
CLASS A
Great West Life & Annuity
GWLA-FFIIAllianceBernstein 2045 RT
8515 E. Orchard Rd 2T2
Greenwood Village, CO 80111-5002 446,443 9.86%
Orchard Trust Co TTEE
Employee Benefits Clients
8515 E. Orchard Rd 2T2
Greenwood Village, CO 80111-5002 347,685 7.68%
State Street Bank & Trust
FBO ADP/MSDW Alliance
Attn: Ralph Campbell
105 Rosemont Rd
Westwood, MA 02090-2318 796,828 17.59%
Wachovia Bank FBO
Jet Aviation Holdings Inc 401 K
1525 West Wt Harris Blvd
Charlotte, NC 28262-8522 277,827 6.13%
CLASS B
Frontier Trust Company
C/F Robert F Howarth IRA
10354 Crossbeam Ct
Columbia, MD 21044-3819 4,015 11.32%
D-15
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
RBC Capital Markets Corp FBO
Jill J. Kraemer
Prior Lake Pet Hospital Simple IRA
Simple IRA
1003 Meadow St
Cologne, MN 55322-9098 2,099 5.92%
CLASS C
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 92,648 51.47%
CLASS ADV
American United Life Cust
American United Trust
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 107,569 14.24%
American United Life Cust
FBO AUL American Group Retirement
Annuity
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 73,229 9.70%
Wells Fargo Bank NA Custodian FBO
Washington County Public Schools 40
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 38,062 5.04%
Wells Fargo Bnk NA
Wellspan RSP
C/O Fascore LLC
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 176,010 23.30%
Reliance Trust Company FBO
Retirement Plans Serviced by Metlife
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 247,719 32.80%
CLASS I
AIG Retirement Services Company
FBO AIGFSB Cust TTEE FBO
Suffolk County
2929 Allen Parkway A6-20
Houston, TX 77019-2155 76,532 13.43%
Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4151 77,407 13.58%
MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 47,014 8.25%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
----------------------------------------------------
New York Life Trust Co
Voith Paper Fabrics
Incentive Savings Plan
51 Madison Ave Room 117A
New York, NY 10010-1603 28,856 5.06%
New York Life Trust Co
Voith Paper Fabrics Sup
Executive Savings Plan
51 Madison Ave Room 117A
New York, NY 10010-1603 41,846 7.34%
Orchard Trust Company LLC TTEE Cust
George Little Mgmt LLC 401K PSP
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 29,984 5.26%
Orchard Trust Company LLC TTEE Cust
J. D'Addario & Company
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 43,817 7.69%
Orchard Trust Company LLC TTEE
Cust
Webcor Builders 401K PSP
P.O. Box 85484
San Diego, CA 92186-5484 42,496 7.46%
Reliance Trust Company FBO
Studios Architecture Inc 401K Plan
P.O. Box 48529
Atlanta, GA 30362-1529 30,566 5.36%
Wachovia Bank FBO
TCS America 401K Plan
1525 West Wt Harris Blvd
Charlotte, NC 28262-8522 28,829 5.06%
Wilmington Trust RISC TTE FBO
First National Bank Alaska Profit
Sharing & 401(k) Plan
P.O. Box 52129
Phoenix, AZ 85072-2129 57,440 10.08%
CLASS R
Hartford Life Insurance Company
Separate Account 401
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 381,474 18.89%
ING
Enhanced K-Choice
Trustee: Reliance Trust Company
400 Atrium Drive
Somerset, NJ 08873-4162 509,060 25.21%
MLPF&S For The Sole Benefit Of Its
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, Fl 32246-6484 104,113 5.16%
D-16
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
NFS LLC FEBO
State Street Bank Trust Co
TTEE Various Retirement Plans
4 Manhattanville Rd
Purchase, NY 10577-2139 134,330 6.65%
Wachovia Bank FBO
Crosstex Energy Services LP 401K
1525 West WT Harris Blvd
Charlotte, NC 28262-8522 138,821 6.87%
CLASS K
Charles Schwab & Co
For the Exclusive Benefit of Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4151 428,636 10.77%
FIIOC as Agent for Certain Emply
Benefit Plans
100 Magellan Way KWIC
Covington, KY 41015-1987 400,036 10.05%
NFS LLC FEBO
State Street Bank Trust Co
TTEE Various Retirement Plans
4 Manhattanville Rd
Purchase, NY 10577-2139 497,539 12.50%
Reliance Trust Company FBO
Retirement Plans Serviced by Metlife
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 817,224 20.53%
ALLIANCEBERNSTEIN BSS--ALLIANCEBERNSTEIN 2050
RETIREMENT STRATEGY
CLASS A
Great West Life & Annuity
C/O Fascore LLC
8515 E. Orchard Rd 2T2
Greenwood Village, CO 80111-5002 58,200 9.68%
Orchard Trust Co LLC FBO Putnam Inv
FBO Recordkeeping for Various Benef
8515 E. Orchard Rd 2T2
Greenwood Village, CO 80111-5002 46,922 7.81%
Orchard Trust Company TTEE
Employee Benefits Clients
8515 E. Orchard Rd 2T2
Greenwood Village, CO 80111-5002 108,872 18.12%
State Street Bank & Trust
FBO ADP/MSDW Alliance
Attn: Ralph Campbell
105 Rosemont Rd
Westwood, MA 02090-2318 118,984 19.80%
CLASS B
AllianceBernstein LP
Attn: Brent Mather-Seed Acct
1 N Lexington Ave
White Plains, NY 10601-1712 1,000 23.11%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
First Clearing LLC
Christopher J. Suzadail IRA
FCC as Custodian
319 Adams St
Williamsport, PA 17701-2301 250 5.77%
Frontier Trust Company
C/F Danielle K. Dear Roth IRA
6559 Royal Pkwy N
Lockport, NY 14094-6615 661 15.27%
Frontier Trust Company
C/F Robert M. Witt Roth IRA
473 Western Ave
Albany, NY 12203-1512 428 9.89%
Frontier Trust Company
C/F Vanessa M. Cabana IRA
Rollover
112 Pulaski Blvd
Bellingham, MA 02019-2743 1,320 30.52%
LPL Financial Services
9785 Towne Centre Dr
San Diego, CA 92121-1968 665 15.37%
CLASS C
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 14,087 56.32%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 4,502 18.00%
CLASS ADV
American United Life Cust
American United Trust
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 47,820 16.00%
American United Life Cust
FBO AUL American Group
Retirement Annuity
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 38,198 12.78%
New York Life Trust Company
Evening Post Published Company &
Affiliated Companies
51 Madison Ave Room 117A
New York, NY 10010-1603 17,680 5.92%
Wells Fargo Bank NA
Wellspan RSP
C/O Fascore LLC
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 181,295 60.68%
D-17
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
CLASS I
MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 50,950 51.59%
NFS LLC FEBO
Marshall & Ilsley Trust Co NA
FBO Bank 98 Dly Rcrdkpg
Attn: Mut Funds
11270 W Park Pl
Ste 400
Milwaukee, WI 53224-3638 19,152 19.39%
Orchard Trust Company LLC TTEE Cust
George Little Mgmt LLC 401K PSP
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 7,790 7.89%
Orchard Trust Company LLC TTEE Cust
J. D'Addario & Company
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 7,519 7.61%
CLASS R
American United Life Cust
FBO AUL American Group
Retirement Annuity
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 41,362 12.20%
Charles Schwab & Co.
For The Exclusive Benefit
Of Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4151 34,893 10.30%
Hartford Life Insurance Company
Separate Account 401
Attn: UIT Operations
Po Box 2999
Hartford, CT 06104-2999 87,099 25.70%
MLPF&S For The Sole Benefit Of Its
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, Fl 32246-6484 18,140 5.35%
NFS LLC FEBO
State Street Bank Trust Co
TTEE Various Retirement Plans
4 Manhattanville Rd
Purchase, NY 10577-2139 30,474 8.99%
State Street Bank & Trust
FBO ADP/MSDW Alliance
Attn: Ralph Campbell
105 Rosemont Rd
Westwood, MA 02090-2318 34,069 10.05%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
----------------------------------------------------
CLASS K
Charles Schwab & Co
For the Exclusive Benefit of
Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4151 276,083 26.13%
FIIOC as Agent for Certain Employee
Benefit Plans
100 Magellan Way KWIC
Covington, KY 41015-1987 268,970 25.46%
Reliance Trust Company FBO
Retirement Plans Serviced by Metlif
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 89,586 8.48%
ALLIANCEBERNSTEIN BSS--ALLIANCEBERNSTEIN 2055
RETIREMENT STRATEGY
CLASS A
MG Trust Co Cust FBO
Lithographics Inc 401 K Retirement
700 17th St Ste 300
Denver, CO 80202-3531 15,058 12.38%
State Street Bank & Trust
FBO ADP/MSDW Alliance
Attn: Ralph Campbell
105 Rosemont Rd
Westwood, MA 02090-2318 45,527 37.43%
CLASS B
AllianceBernstein LP
Attn: Brent Mather - Seed Acct
1 N Lexington Ave
White Plains, NY 10601-1712 1,000 36.56%
LPL Financial Services
9785 Towne Centre Dr
San Diego, CA 92121-1968 551 20.16%
Frontier Trust Company
C/F Elijah M. Abad ROTH IRA
74 Covington Cir
Staten Island, NY 10312-1175 678 24.78%
Frontier Trust Company
C/F Michael A. Salamanca IRA R/O
14271 SW 38th St
Miami, FL 33175-7806 506 18.49%
CLASS C
AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N Lexington Ave
White Plains, NY 10601-1712 1,000 17.87%
American Enterprise Investment Svcs
P.O. Box 9446
Minneapolis, MN 55474-0001 569 10.18%
D-18
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
Frontier Trust Company
C/F John Murphy Roth IRA
16 Rene Ct
Wayne, NJ 07470-8415 340 6.08%
James Kenard FBO
Krate LLC 401K PSP & Trust
4402 23rd St Ste 516
Long Island City, NY 11101-5072 668 11.94%
MG Trust Company Cust FBO
PSL North America LLC Employees SA
700 17th St Ste 300
Denver, CO 80202-3531 281 5.02%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 1,251 22.36%
RBC Capital Markets Corp FBO
Deborah Byers
Individual Retirement Account
P.O. Box 5253
Fullerton, CA 92838-0253 785 14.02%
CLASS ADV
American United Life Cust
American United Trust
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 3,965 5.56%
American United Life Cust
FBO AUL American Group
Retirement Annuity
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 13,013 18.26%
Wells Fargo Bank NA
Wellspan RSP
C/O Fascore LLC
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 49,542 69.51%
CLASS I
AllianceBernstein L.P.
Attn: Brent Mather-See Acct
1 N Lexington Ave
White Plains, NY 10601-1712 1,000 8.82%
Orchard Trust Company LLC TTEE Cust
George Little Mgmt LLC 401K PSP
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 3,613 31.86%
Orchard Trust Company LLC TTEE
Cust
Webcor Builders 401K PSP
P.O. Box 85484
San Diego, CA 92186-5484 3,038 26.79%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
----------------------------------------------------
Taynik & Co. 401K Plan
C/O State Street Bank
200 Clarendon St
Boston, MA 02116-5021 2,674 23.58%
Wilmington Trust RISC TTE FBO
First National Bank Alaska Profit
Sharing & 401(k) Plan
P.O. Box 52129
Phoenix, AZ 85072-2129 654 5.77%
CLASS R
American United Life Cust
FBO AUL American Group
Retirement Annuity
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 13,045 18.37%
American United Life Cust FBO
American United Trust
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 4,908 6.91%
Hartford Life Insurance Company
Separate Account 401
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 14,841 20.90%
MLPF&S For The Sole Benefit Of Its
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 6,974 9.82%
NFS LLC FEBO
State Street Bank Trust Co
TTEE Various Retirement Plans
4 Manhattanville Rd
Purchase, NY 10577-2139 3,556 5.01%
State Street Bank & Trust
FBO ADP/MSDW Alliance
Attn: Ralph Campbell
105 Rosemont Rd
Westwood, MA 02090-2318 7,468 10.52%
CLASS K
Charles Schwab & Co
For the Exclusive Benefit of
Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4151 15,795 5.84%
FIIOC as Agent for Certain Employee
Benefit Plans
100 Magellan Way KWIC
Covington, KY 41015-1987 75,811 28.03%
D-19
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
NFS LLC FEBO
State Street Bank Trust Co
TTEE Various Retirement Plans
4 Manhattanville Rd
Purchase, NY 10577-2139 30,583 11.31%
Orchard Trust Co LLC TTEE
FBO B&G Wholesale 401(K)
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 13,958 5.16%
Orchard Trust Co LLC TTEE
FBO Miami Diver Inc
401(K) PSP
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 17,369 6.42%
Orchard Trust Co LLC
FBO New York Athletic Club
401K Savings Plan
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 39,622 14.65%
Reliance Trust Company FBO
Retirement Plans Serviced by Metlife
C/O Fascore LLC
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 14,266 5.27%
ALLIANCEBERNSTEIN BOND FUND--
ALLIANCEBERNSTEIN INTERMEDIATE
BOND PORTFOLIO
CLASS A
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 2,438,740 6.30%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 3,430,145 8.87%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 2,451,956 6.34%
CLASS B
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 160,982 9.99%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 147,629 9.16%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
--------------------------------------------------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 118,790 7.37%
CLASS C
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 747,496 12.19%
MLPF&S
For the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 1,501,765 24.48%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 379,641 6.19%
CLASS ADV
CollegeBound Fund
CBF--Quality Bond Fund
Customized Allocation 529 Plan
1345 Avenue of the Americas
New York, NY 10105-0302 6,407,420 83.42%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 887,747 11.56%
CLASS R
Counsel Trust DBA Mid Atlantic
Trust Company FBO
Trans World Gaming Corp 401K
Profit Sharing Plan & Trust
1251 Waterfront Place, Suite 525
Pittsburgh, PA 15222-4228 6,253 15.09%
DWS Trust Co TTEE
Wentworth Property Management
Corp
401K Savings Plan
P.O. Box 1757
Salem, NH 03079-1143 2,324 5.61%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 5,347 12.90%
MG Trust Co CUST FBO
MRF S 401K Plan
700 17th St Ste 300
Denver, CO 80202-3531 9,768 23.57%
State Street Bank & Trust
FBO ADP/MSDW Alliance
Attn: Ralph Campbell
105 Rosemont Rd
Westwood, MA 02090-2318 6,095 14.71%
D-20
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
---------------------------------------------------
Wilmington Trust RISC CUST FBO
Magnetic Metals Corporation--CA
Hourly Employees Pension Plan
P.O. Box 52129
Phoenix, AZ 85072-2129 3,469 8.37%
CLASS K
Orchard Trust Company LLC TTEE
CUST
Crystal Steel 401K Plan
8515 E Orchard Rd 212
Greenwood Village, CO 80111-5002 23,657 5.57%
Orchard Trust Company LLC TTEE
CUST
FBO TAP Electrical Contracting
Corp 401(K) Retirement Plan
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 23,180 5.46%
Orchard Trust Company LLC TTEE
CUST
Highland Park Medical Assoc PC
8515 E Orchard Rd 212
Greenwood Village, CO 80111-5002 36,490 8.59%
Orchard Trust Company LLC TTEE
CUST
Karnak Corporation Savings &
Investment Plan
8515 E Orchard Rd 212
Greenwood Village, CO 80111-5002 24,563 5.78%
Orchard Trust Company LLC TTEE
CUST
Minnesota Surgical Associates PA
8515 E Orchard Rd 212
Greenwood Village, CO 80111-5002 120,872 28.45%
Orchard Trust Company LLC TTEE
CUST
Muncie Surgical Associates Inc PSP
8515 E Orchard Rd 212
Greenwood Village, CO 80111-5002 103,207 24.30%
Orchard Trust Company LLC TTEE
CUST
Shore Heart Group PA 401K Plan
8515 E Orchard Rd 212
Greenwood Village, CO 80111-5002 35,416 8.34%
CLASS I
NFS LLC FEBO
Midwest Trust Co
5901 College Blvd
Overland Park, KS 66211-1937 13,319 14.62%
Orchard Trust Company LLC TTEE
CUST
Muskegon Surgical Associates PC
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 77,790 85.38%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
----------------------------------------------------
ALLIANCEBERNSTEIN BOND FUND--ALLIANCEBERNSTEIN
BOND INFLATION
CLASS A
Edward D Jones & Co
Attn: Mutual Fund Shareholder Acctg
201 Progress Pkwy
Maryland Heights, MO 63043-3009 12,149 10.23%
LPL Financial
FBO Customer Accounts
Attn: Mutual Fund Operations
P.O. Box 509046
San Diego, CA 92150-9046 25,036 21.08%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 16,441 13.84%
Sterne Agee & Leach Inc
813 Shades Creek Pkwy
Birmingham, AL 35209-4542 10,046 8.46%
CLASS C
Diana E Minnick
1813 E Winslow Rd
Bloomington, IN 47401-8604 9,919 6.33%
Frontier Trust Company
C/F Bruce L Fisher IRA R/O
3904 Woodstone Ridge Way
Louisville, KY 40241-5845 9,900 6.32%
Frontier Trust Company
C/F Patricia A Prall IRA Rollover
3840 Merwin 10 Mile Rd
Cincinnati, OH 45245-2798 7,911 5.05%
Frontier Trust Company
C/F William E Matthews IRA
9855 Gleneagle Pl
Powell, OH 43065-8767 9,223 5.88%
NFS LLC FEBO
Thomas Sweeney
Susan Sweeney
1829 Elm Ave
Northbrook, IL 60062-5460 9,922 6.33%
Raymond James & Assoc Inc
FBO June Isaacson & Steven Isaacson
Glenn Isaacson TTEE
Dtd 6/22/94
8945 Via Brilliante
West Palm Beach, FL 33411-6529457 15,102 9.63%
Ruby M Oberg TOD/DE
2623 Cleveland St NE
Minneapolis, MN 55418-3132 9,011 5.75%
D-21
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
---------------------------------------------------
CLASS ADV
Frontier Trust Company
FBO Maurice S Mandel Rollover IRA
14 Hillside Ave
Port Washington, NY 11050-2747 60,324 75.16%
LPL Financial
FBO Customer Accounts
Attn: Mutual Fund Operations
P.O. Box 509046
San Diego, CA 92150-9046 8,014 9.98%
Mark W Tanner &
Susan B Tanner JTWROS
81 Morning Glory Rd
Warren, NJ 07059-7199 4,949 6.17%
NFS LLC FEBO
Paul A Thomas
Elvera Thomas
38 Adams Farm Rd
Shrewsbury, MA 01545-6248 4,988 6.21%
CLASS R
AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N Lexington Ave
White Plains, NY 10601-1712 1,000 100.00%
CLASS K
Orchard Trust Co LLC TTEE
FBO Wright Ginsberg Brusilow PC
401K PSP
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 73,056 98.65%
CLASS 2
AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N Lexington Ave
White Plains, NY 10601-1712 993,000 100.00%
ALLIANCEBERNSTEIN BOND FUND--ALLIANCEBERNSTEIN
MULTI-ASSET INFLATION STRATEGY
CLASS A
Ommund D Skaar, Michael W Stern
Mary E Burmann TTEES
Of Askar Holding Co 401K PSP
Dtd 1-1-93 FBO Mary Ellen Burmann
8101 34th Ave S., Ste 300
Bloomington, MN 55425-1694 4,049 15.42%
Raymond James & Assoc Inc CSDN
FBO Daniel G Baker IRA
5236 Cottage View Ct
Liberty Township, OH
45011-9267366 1,576 6.00%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
----------------------------------------------------
Raymond James & Assoc Inc CSDN
FBO Greene Emergency Med Svcs Inc P
FBO David W Carter
585 Towncrest Dr
Beavercreek, OH 45434-5859850 1,563 5.95%
Raymond James & Assoc Inc CSDN
FBO Greene Emergency Med Svcs Inc P
FBO Steven Dixon
P.O. Box 158
Xenia, OH 45385-0158588 1,563 5.95%
Raymond James & Assoc Inc Cust
FBO Greene Emergence Med Svcs Inc P
FBO Charles E. Russell
P.O. Box 158
Xenia, OH 45385-0158 1,531 5.83%
Raymond James & Assoc Inc CSDN
FBO Linda E Bailey Md Sep
2449 Passage Key Trl
Xenia, OH 45385-9204 2,588 9.85%
Raymond James & Assoc Inc CSDN
FBO Robert A Ackerman IRA
1044 Wedgestone Ct
Dayton, OH 45458-3992 1,553 5.91%
CLASS C
AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N Lexington Ave
White Plains, NY 10601-1712 1,000 9.17%
MG Trust Company Cust FBO
Roy Fertakos
700 17th St Ste 300
Denver, CO 80202-3531 777 7.13%
NFS LLC FEBO
NFS/FMTC IRA
FBO Louise Bennett
521 Lewisham Ave
Kettering, OH 45429-5942 842 7.72%
NFS LLC FEBO
NFS/FMTC Ira
FBO Robert A Coffey
8329 Bunnell Hill Rd
Springboro, OH 45066-9371 5,181 47.52%
Raymond James & Assoc Inc
FBO Joan F Ehrenbeck TTEE
U/A Dtd Aug 16, 1999
Joan F Ehrenbeck 1999 Rev Tr
Galloway Ridge Apt A-308
Pittsboro, NC 27312-8658189 1,106 10.15%
D-22
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-----------------------------------------------
Raymond James & Assoc Inc
FBO William T Kensinger
218 Funkhouser Hall
Annville, PA 17003-1447184 1,053 9.65%
CLASS ADV
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 2,632 9.30%
RBC Capital Markets Corp FBO
James B Bergacker
Individual Retirement Account
P.O. Box 1328
Minocqua, WI 54548-1328 2,070 7.32%
RBC Capital Markets Corp FBO
Roger D Gregg
Individual Retirement Account
4829 Flying Cloud Way
Carlsbad, CA 92008-3787 4,078 14.42%
RBC Capital Markets Corp FBO
Steven R Wilson
IRA Rollover
8600 E Via De Ventura Ste 201
Scottsdale, AZ 85258-3325 3,148 11.13%
Sanford Bernstein & Co LLC
1 N Lexington Ave
White Plains, NY 10601-1712 7,597 26.86%
Sanford Bernstein & Co LLC
1 N Lexington Ave
White Plains, NY 10601-1712 3,706 13.10%
Sanford Bernstein & Co LLC
1 N Lexington Ave
White Plains, NY 10601-1712 1,799 6.36%
CLASS R
AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N Lexington Ave
White Plains, NY 10601-1712 1,000 100.00%
CLASS K
AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N Lexington Ave
White Plains, NY 10601-1712 1,000 100.00%
CLASS 2
AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N Lexington Ave
White Plains, NY 10601-1712 993,000 100.00%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
----------------------------------------------
ALLIANCEBERNSTEIN BOND FUND--
ALLIANCEBERNSTEIN MUNICIPAL BOND INFLATION
STRATEGY
CLASS A
Charles Schwab & Co.
For The Exclusive Benefit
Of Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4151 418,101 19.79%
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 128,067 6.06%
NFS LLC FEBO
Michael Serling
Elaine Serling
5156 Deer Run Cir
Orchard Lake, MI 48323-1508 187,742 8.88%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 557,579 26.39%
Raymond James & Assoc Inc
FBO Benetta Buell-Wilson &
Barry Wilson TTEE
Wilson Family Trust
6473 Del Paso Ave
San Diego, CA 92120-3137732 150,341 7.11%
CLASS C
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 64,830 7.90%
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 49,097 5.98%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 53,251 6.49%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 163,380 19.92%
D-23
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
----------------------------------------------------
CLASS ADV
Charles Schwab & Co.
For The Exclusive Benefit
Of Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4151 77,668 22.94%
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 48,447 14.31%
LPL Financial
FBO Customer Accounts
Attn: Mutual Fund Operations
P.O. Box 509046
San Diego, CA 92150-9046 99,404 29.36%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 35,120 10.37%
CLASS 2
AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N Lexington Ave
White Plains, NY 10601-1712 996,000 100.00%
ALLIANCEBERNSTEIN CAP FUND--ALLIANCEBERNSTEIN
SMALL CAP GROWTH PORTFOLIO
CLASS A
MLPF&S for the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Drive East, 2nd Flr
Jacksonville, FL 32246-6484 496,231 8.23%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Flr
Jersey City, NJ 07311 456,167 7.56%
CLASS C
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th Street, 3rd Flr
New York, NY 10001-2402 63,932 9.63%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 39,921 6.01%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-----------------------------------------------------
MLPF&S for the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Drive East, 2nd Flr
Jacksonville, FL 32246-6484 154,014 23.19%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Flr
Jersey City, NJ 07311 38,793 5.84%
CLASS ADV
Citigroup Global Markets
333 West 34th Street 3rd Flr
New York, NY 10001-2402 408,682 59.78%
MLPF&S for the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Drive East, 2nd Flr
Jacksonville, FL 32246-6484 57,980 8.48%
Sanford Bernstein & Co LLC
One North Lexington Avenue
White Plains, NY 10601-1712 44,661 6.53%
CLASS I
FIIOC as Agent for Certain Employee
Benefit Plans
100 Magellan Way KWIC
Covington, KY 41015-1987 1,740,470 24.25%
JPMorgan Chase as Trustee for the
CUST FBO Coca-Cola Enterprises Inc
Matched Employee Savings and
Investment Plan
9300 Ward Parkway
Kansas City, MO 64114-3317 887,497 12.37%
MLPF&S for the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Drive East, 2nd Flr
Jacksonville, FL 32246-6484 868,942 12.11%
PIMS/Prudential Retirement as
Nominee for the TTEE/CUST
Greenville Hospital System RETI
701 Grove Road
Greenville, SC 29605-5611 541,775 7.55%
Vanguard Fiduciary Trust Co.
P.O. Box 2600
Valley Forge, PA 19482-2600 2,207,688 30.76%
CLASS K
Capital Bank & Trust Company TTEE F
Collins Electrical Co Inc 401K PSP
8515 E Orchard Road 2T2
Greenwood Village, CO 80111-5002 16,078 6.02%
D-24
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
Medical Consultants PC 401(k) Plan
Attn: Gary Wangler
Personal and Confidential
2525 West University Avenue,
Suite 300
Muncie, IN 47303-3400 15,784 5.91%
Orchard Trust Co LLC TTEE
FBO Fragomen Del Rey Bernsen &
Loewy LLP
8515 East Orchard Road 2T2
Greenwood Village, CO 80111-5002 57,265 21.43%
CLASS R
American United Life Cust FBO
American United Trust
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 22,722 8.40%
Counsel Trust DBA MATC FBO
Independent Pipe & Supply Corp
401 K Plan
1251 Waterfront Pl Suite 525
Pittsburgh, PA 15222-4228 26,361 9.74%
New York Life Trust Co
FBO Regency Energy
Partners 401K Plan
51 Madison Avenue, Room 117A
New York, NY 10010-1603 51,262 18.95%
Select Sales Inc TTEE FBO
Select Sales Inc & Assoc COS EES PS
C/O Fascore LLC
8515 E Orchard Road 2T2
Greenwood Village, CO 80111-5002 13,926 5.15%
State Street Corporation TTEE
C/F APD Access
1 Lincoln Street
Boston, MA 02111-2901 38,062 14.07%
ALLIANCEBERNSTEIN CAP FUND--ALLIANCEBERNSTEIN
U.S. STRATEGIC RESEARCH PORTFOLIO
CLASS A
Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4151 8,213 13.03%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 51,505 81.74%
CLASS C
AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 North Lexington Avenue
White Plains, NY 10601-1712 1,000 13.81%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
LPL Financial
9785 Towne Centre Drive
San Diego, CA 92121-1968 512 7.08%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 5,728 79.11%
CLASS ADV
AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 North Lexington Avenue
White Plains, NY 10601-1712 95,000 98.37%
ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND
CLASS A
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 338,100 5.20%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 383,214 5.89%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 642,068 9.87%
CLASS B
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 97,939 5.24%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 243,272 13.02%
CLASS C
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 97,852 5.18%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 261,706 13.86%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 474,172 25.11%
D-25
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
----------------------------------------------------
CLASS R
American United Life Cust FBO
American United Trust
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 4,433 22.82%
MLPF&S For The Sole Benefit Of Its
Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 6,721 34.60%
GPC As Agent For
Reliance Trust Company FBO
Cedar Mill Community Library 403B
P.O. Box 79377
Atlanta, GA 30357-7377 1,101 5.67%
Reliance Trust Co Cust
FBO Our Community Hospital 401K
P.O. Box 48529
Atlanta, GA 30362-1529 3,112 16.02%
CLASS K
Frontier Trust Co FBO
First National Bank & Trust Co Of V
P.O. Box 10758
Fargo, ND 58106-0758 3,489 9.71%
Nationwide Trust Company FSB
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 3,968 11.04%
Orchard Trust Co LLC TTEE
FBO Wright Ginsberg Brusilow PC
40IK PSP
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 2,145 5.97%
Orchard Trust Company LLC TTEE Cust
Mansfield Tanick & Cohen PA
40IK Profit Sharing Plan
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 9,051 25.19%
Orchard Trust Company LLC TTEE Cust
Weiss Berzowski Brady LLP
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 16,671 46.39%
CLASS I
AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N Lexington Ave
White Plains, NY 10601-1712 655 99.45%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
--------------------------------------------------
ALLIANCEBERNSTEIN CORPORATE SHARES--CORPORATE
INCOME SHARES
Citigroup Global Markets Inc
333 West 34th Street - 3rd Floor
New York, NY 10001-2402 1,586,668 50.26%
ALLIANCEBERNSTEIN DIVERSIFIED YIELD FUND
CLASS A
Citigroup Global Markets House
Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 300,192 5.84%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 301,068 5.86%
MLPF&S
For the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 282,701 5.50%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,152,305 22.43%
CLASS B
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 56,980 10.81%
MLPF&S
For the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 54,826 10.41%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 77,186 14.65%
CLASS C
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 148,740 9.39%
MLPF&S
For the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 189,868 11.99%
D-26
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 494,054 31.19%
CLASS ADV
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 97,279 9.01%
NFS LLC FEBO
Bank of America NA
Jordan Hosp Ret Plan
PO Box 831575
Dallas, TX 75283-1575 54,682 5.06%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 345,717 32.00%
RAM Trust Services
45 Exchange St
Portland, ME 04101-5033 338,395 31.33%
CLASS R
ING
Enhanced K-Choice
Trustee Reliance Trust Company
400 Atrium Drive
Somerset, NJ 08873-4162 17,021 29.92%
MG Trust Company Trustee
Sanger & EBY Design PS & 401K Pl
700 17th St Ste 300
Denver, CO 80202-3531 18,051 31.73%
State Street Bank & Trust
FBO ADP/MSDW Alliance
Attn: Ralph Campbell
105 Rosemont Rd
Westwood, MA 02090-2318 14,021 24.65%
CLASS K
AllianceBernstein LP
Attn: Brent Mather--Seed Acct
1 N Lexington Ave
White Plains, NY 10601-1712 1,130 33.92%
Frontier Trust Co C/F
Chelus Herdzik Speyer & Monte PC
P.O. Box 10758
Fargo, ND 58106-0758 2,182 65.49%
CLASS I
AllianceBernstein LP
Attn: Brent Mather--Seed Acct
1 N Lexington Ave
White Plains, NY 10601-1712 1,130 99.99%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
---------------------------------------------------
ALLIANCEBERNSTEIN EQUITY INCOME FUND
CLASS A
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 323,276 5.95%
MLPF&S For The Sole Benefit Of Its
Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 493,818 9.10%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 510,180 9.40%
CLASS B
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 41,287 5.03%
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 66,843 8.15%
MLPF&S For The Sole Benefit Of Its
Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 114,030 13.90%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 110,303 13.44%
CLASS C
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 146,728 10.00%
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 123,503 8.41%
MLPF&S For The Sole Benefit Of Its
Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 297,673 20.28%
D-27
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
----------------------------------------------------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 120,747 8.23%
CLASS ADV
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 24,916 8.07%
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 25,484 8.25%
Merrill Lynch Pierce Fenner & Sm
For The Sole Benefit Of Its
Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 63,361 20.52%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 31,501 10.20%
CLASS R
Capital Bank & Trust Company TTEE F
Ashok & Yogini Kathari PSP 401K
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 28,408 21.63%
GPC As Agent For
Reliance Trust Company FBO
Ram Mechanical Serv Inc PSP & Trust
P.O. Box 79377
Atlanta, GA 30357-7377 11,903 9.06%
State Street Corporation TTEE
C/F ADP Access
1 Lincoln St
Boston, MA 02111-2901 20,058 15.27%
CLASS K
Nationwide Trust Company PSB
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 37,192 60.02%
Orchard Trust Co LLC TTEE
Aaronson Dickerson Cohn & Lanzonie
APC 401K PSP
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 3,299 5.32%
Orchard Trust Company LLC TTEE
CUST
TIB Insurance Brokers Inc 401K
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 12,724 20.53%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------
CLASS I
Nationwide Trust Company PSB
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 2,183 6.54%
PIMS/Prudential Retirement
As Nominee For The TTEE/CUST
Citrus Valley Health Partners
140 West College Street
P.O. Box 6108
Covina, CA 91722-5108 20,874 62.55%
PIMS/Prudential Retirement
As Nominee For The TTEE/CUST
Citrus Valley Health Partners
140 West College Street
P.O. Box 6108
Covina, CA 91722-5108 10,141 30.39%
ALLIANCEBERNSTEIN EXCHANGE RESERVES
CLASS B
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 2,549,985 6.63%
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 2,582,447 6.71%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 2,867,285 7.45%
CLASS C
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 2,105,059 7.24%
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 1,929,458 6.64%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,520,779 5.23%
CLASS ADV
Collegebound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1990-1992
1345 Avenue Of The Americas
New York, NY 10105-0302 11,163,998 7.45%
D-28
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-----------------------------------------------------
Collegebound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1993-
1995
1345 Avenue Of The Americas
New York, NY 10105-0302 15,220,352 10.16%
Collegebound Fund
Aggressive Growth Emphasis
Age Based Portfolio 1996-
1998
1345 Avenue Of The Americas
New York, NY 10105-0302 7,952,361 5.31%
Collegebound Fund
Growth Emphasis
Age Based Portfolio 1990-
1992
1345 Avenue Of The
Americas
New York, NY 10105-0302 26,570,982 17.74%
Collegebound Fund
Growth Emphasis
Age Based Portfolio 1993-
1995
1345 Avenue Of The
Americas
New York, NY 10105-0302 32,938,393 21.99%
Collegebound Fund
Growth Emphasis
Age Based Portfolio 1996-1998
1345 Avenue Of The Americas
New York, NY 10105-0302 21,334,388 14.25%
Collegebound Fund
Age Based Portfolio
(1999-2001)
AB Pooling: Exchange
Reserves-ADV
8000 IH10 West
San Antonio, TX 78230-3802 12,473,897,710 8.33%
CLASS R
Counsel Trust DBA Mid Atlantic
Trust Co FBO
S P Skinner Co Inc 401K PSP
& Trust
1251 Waterfront Pl Ste 525
Pittsburgh, PA 15222-4228 1,191,590 19.17%
Peter T Mckean FBO
Townsend Management Inc
401k PSP
& Trust
P.O. Box 24442
San Francisco, CA 94124-0442 413,295 6.65%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
----------------------------------------------------
CLASS K
Orchard Trust Co LLC TTEE CUST
FBO Kason Industries Inc
8515 E Orchard Rd # 2T2
Greenwood Village, Co 80111-5002 3,688,667 8.62%
Wilmington Trust Co TTEE FBO
Spherion Corp
Deferred Compensation Plan
C/O Mutual Funds
P.O. Box 8971
Wilmington, DE 19899-8971 2,631,454 6.15%
CLASS I
Orchard Trust Company LLC TTEE
Cust
Muskegon Surgical Associates PC
8515 E Orchard Rd 2T2
Greenwood Village, CO
80111-5002 851,109 31.23%
Orchard Trust Company LLC
TTEE Cust
Worldwide Dreams Deferred
Comp Pl
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111 338,841 12.43%
Orchard Trust Company LLC TTEE
Cust
Group Pension Plan For
Employees
8515 E Orchard Rd 2T2
Greenwood Village, CO
80111-5002 175,133 6.43%
Orchard Trust Company LLC TTEE
Cust
Webcor Builders 401K PSP
P.O. Box 85484
San Diego, CA 92186-5484 1,360,497 49.92%
ALLIANCEBERNSTEIN FIXED-INCOME SHARES
Sanford C Bernstein Fund Inc
Overlay A Portfolio
STIF-GOVT
1345 Avenue Of Americas
New York, NY 10105 297,245,759 11.28%
Sanford C Bernstein Fund Inc
Overlay B Portfolio
STIF-GOVT
1345 Avenue Of Americas
New York, NY 10105 156,493,498 5.94%
Sanford C Bernstein Fund Inc
Tax Aware Overlay A Portfolio
STIF-GOVT
1345 Avenue Of Americas
New York, NY 10105 566,278,879 21.48%
D-29
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
----------------------------------------------------
Sanford C Bernstein Fund Inc
Tax Aware Overlay B Portfolio
STIF-GOVT
1345 Avenue Of Americas
New York, NY 10105 217,181,990 8.24%
ALLIANCEBERNSTEIN GLOBAL BOND FUND
CLASS A
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 11,417,906 5.63%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 20,934,465 10.33%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 11,867,135 5.86%
MLPF&S
For The Sole Benefit Of Its
Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 11,569,025 5.71%
CLASS B
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 1,055,067 10.66%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 546,286 5.52%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,040,819 10.51%
MLPF&S
For The Sole Benefit Of Its
Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 1,545,763 15.61%
CLASS C
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 7,186,635 9.13%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-----------------------------------------------------
MLPF&S
For The Sole Benefit Of Its
Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 20,622,750 26.21%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 5,743,056 7.30%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 6,168,717 7.84%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 5,890,855 7.49%
CLASS ADV
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 9,986,093 20.79%
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 7,544,088 15.71%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 20,082,851 41.81%
CLASS R
State Street Corporation TTEE
C/F ADP Access
1 Lincoln St
Boston, MA 02111-2901 806,995 64.53%
CLASS K
Orchard Trust Co LLC TTEE
FBO Miami Diver Inc
401(K) PSP
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 27,889 22.09%
Wilmington Trust Company C/F
Torrance Health Association 403B P
C/O Mutual Funds
P.O. Box 8880
Wilmington, DE 19899-8880 10,907 8.64%
Providence Ear Nose & Throat
Assoc Inc 401K PS Plan
Steven W. Fisher TTEE
2112 Providence Ave
Chester, PA 19013-5507 6,416 5.08%
D-30
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
Orchard Trust Co LLC TTEE
FBO The Office Furniture Warehouse
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 18,127 14.36%
Orchard Trust Co LLC TTEE
FBO Stoner, Albright & Company
Retirement Plan
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 40,407 32.01%
CLASS I
Converse College
580 E Main St
Spartanburg, SC 29302-0006 451,585 55.14%
Comerica Bank Trustee Clark Hill
PLC Pension Plan
P.O. Box 75000
Detroit, MI 48275 178,065 21.74%
ALLIANCEBERNSTEIN GLOBAL GROWTH FUND
CLASS A
Charles Schwab & Co.
For The Exclusive Benefit Of Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4151 24,849 6.68%
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 34,434 9.25%
MLPF&S
For The Sole Benefit Of Its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 29,763 8.00%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 29,658 7.97%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 24,084 6.47%
CLASS B
MLPF&S
For The Sole Benefit Of Its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 24,624 26.54%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 7,811 8.42%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
CLASS C
MLPF&S
For The Sole Benefit Of Its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 43,338 29.90%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 21,845 15.07%
CLASS ADV
PIMS/Prudential Retirement
As Nominee For The
TTEE/Cust Pl 007
AllianceBernstein L.P.
1345 Avenue Of The Americas
11th Floor
New York, NY 10105-0302 967,931 23.48%
Vanguard FID Trust Co FBO
Kaiser Perm Supp Re Pl
P.O. Box 2600
Valley Forge, PA 19482-2600 426,243 10.34%
Vanguard FID Trust Co FBO
Kaiser Perm Tax Shel Ann Pl
P.O. Box 2600
Valley Forge, PA 19482-2600 937,801 22.75%
Vanguard Fiduciary Trust Co FBO
Kaiser Permanente 401 K Ret Pl
P.O. Box 2600
Valley Forge, PA 19482-2600 1,380,653 33.49%
CLASS R
AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N Lexington Ave
White Plains, NY 10601-1712 393 14.24%
Chris Weddle FBO
Weddle Industries 401K PSP &
Trust
7200 Hollister Ave Ste C
Goleta, CA 93117-2884 1,241 44.95%
Dunbar & Brawn Construction
FBO Alan Brawn
401 K Suite 600
805 South Wheatley
Ridgeland, MS 39157 1,078 39.06%
CLASS K
Orchard Trust Co LLC TTEE
FBO New England Dermatology PC
401(K) Plan And Trust
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 17,988 37.49%
D-31
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
Sanford Bernstein & Co LLC
1 N Lexington Ave
White Plains, NY 10601-1712 27,457 57.23%
CLASS I
AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N Lexington Ave
White Plains, NY 10601-1712 689 99.98%
ALLIANCEBERNSTEIN GLOBAL REAL ESTATE INVESTMENT
FUND
CLASS A
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 408,536 5.90%
MLPF&S
for the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 697,297 10.07%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 383,015 5.53%
CLASS B
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 36,350 5.48%
MLPF&S
for the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 36,653 5.52%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 54,928 8.28%
CLASS C
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 114,772 6.09%
MLPF&S
for the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 444,213 23.56%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 303,498 16.10%
CLASS ADV
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 246,136 40.01%
MLPF&S
for the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 35,491 5.77%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 50,336 8.18%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 53,244 8.65%
CLASS R
State Street Corporation TTEE
C/F ADP Access
1 Lincoln St
Boston, MA 02111-2901 37,998 7.44%
CLASS K
Orchard Trust Company LLC TTEE Cust
AEA Investors LLC 401K Sav Pl
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111 37,029 5.41%
CLASS I
Group Pension Plan for Employees
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 17,208 7.88%
FIIOC as Agent for Certain Employee
Benefit Plans
100 Magellan Way KWIC
Covington, KY 41015-1987 47,826 21.90%
Orchard Trust Company LLC TTEE Cust
George Little Mgmt LLC 401K PSP
P.O. Box 85484
San Diego, CA 92186-5484 21,208 9.71%
Orchard Trust Company LLC TTEE Cust
Webcor Builders 401K PSP
P.O. Box 85484
San Diego, CA 92186-5484 111,921 51.24%
D-32
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND
CLASS A
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 759,997 5.73%
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 1,009,516 7.62%
MLPF&S
For The Sole Benefit Of Its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 1,044,292 7.88%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 695,334 5.25%
State Street Corporation TTEE
C/F ADP Access
1 Lincoln St
Boston, MA 02111-2901 869,063 6.56%
CLASS B
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 66,638 5.05%
MLPF&S
For The Sole Benefit Of Its
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 98,340 7.45%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 77,380 5.86%
CLASS C
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 270,644 12.38%
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 225,765 10.33%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
MLPF&S
For The Sole Benefit Of Its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 380,166 17.39%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 134,340 6.14%
CLASS ADV
Citigroup Global Markets
333 West 34th St-3rd Floor
New York, NY 10001-2402 83,938 8.81%
Collegebound Fund
CBF-Global Thematic Growth
Customized Allocation
1345 Avenue Of The Americas
New York, NY 10105-0302 215,715 22.64%
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 110,982 11.65%
LPL Financial
FBO Customer Accounts
Attn: Mutual Fund Operations
P.O. Box 509046
San Diego, CA 92150-9046 48,791 5.12%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 154,134 16.18%
PIMS Prudential Retirement
As Nominee For The TTEE/CUST
AllianceBernstein LP.
1345 Avenue Of The Americas
11th Floor
New York, NY 10105-0302 145,172 15.24%
CLASS R
GPC Securities Inc Agent For
Reliance Trust Company FBO
Shoe Show, Inc. Ret. Savings Plan
P.O. Box 79377
Atlanta, GA 30357-7377 17,720 19.07%
GPC Securities Inc Agent For
Reliance Trust Company FBO
Signet Electronics Systems Inc 40IK
P.O. Box 79377
Atlanta, GA 30357-7377 6,171 6.64%
ING
Enhanced K-Choice
Trustee: Reliance Trust Company
400 Atrium Drive
Somerset, NJ 08873-4162 11,878 12.79%
D-33
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 5,853 6.30%
CLASS K
Medical Consultants PC 401K Plan
Attn: Gary Wangler
Personal And Confidential
2525 W University Ave Ste 300
Muncie, IN 47303-3400 6,110 8.39%
Orchard Trust Company LLC TTEE Cust
Varitronics Inc Employees Ps
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 3,697 5.08%
Orchard Trust Co LLC TTEE
FBO Fragomen Del Ray Bernsen &
Loewy LLP
8515 E Orchard Rd # 2T2
Greenwood Village, CO 80111-5002 17,163 23.57%
Orchard Trust Co LLC TTEE
FBO Perelson Weiner
401(K) Plan & Trust
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 4,059 5.57%
Stanley Creations Inc PSP
1414 Willow Ave
Melrose Park, PA 19027-3197 9,728 13.36%
CLASS I
MLPF&S
For The Sole Benefit Of Its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 22,398 28.69%
PIMS/Prudential Retirement
As Nominee For The TTEE/Cust Pl
Robert Wood Johnson Hospital
181 Somerset St Ste 1
New Brunswick, NJ 08901-2061 36,277 46.46%
Wachovia Bank FBO
TCS America 401 K Plan
1525 West Wt Harris Blvd
Charlotte, NC 28262-8522 17,142 21.96%
ALLIANCEBERNSTEIN GREATER CHINA '97 FUND
CLASS A
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6485 236,135 9.47%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 210,289 8.43%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 246,414 9.88%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 128,482 5.15%
CLASS B
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 132,069 16.83%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 45,029 5.74%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 77,546 9.88%
CLASS C
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 88,772 8.33%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 200,507 18.81%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 63,115 5.92%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 87,565 8.21%
CLASS ADV
LPL Financial
FBO Customer Accounts
Attn: Mutual Fund Operations
P.O. Box 509046
San Diego, CA 92150-9046 19,732 6.65%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 24,422 8.23%
D-34
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
--------------------------------------------------------
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St FL 3
New York, NY 10001-2402 21,509 7.25%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 20,514 6.91%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 36,573 12.33%
MG Trust Company FBO
Greenbrook IMA
700 17th St Ste 300
Denver, CO 80202-3531 30,010 10.11%
ALLIANCEBERNSTEIN GROWTH AND INCOME FUND
CLASS A
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 28,000,306 7.20%
MLPF&S
For the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 26,286,346 6.76%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 21,035,587 5.41%
State Street Corporation TTEE
C/F ADP Access
1 Lincoln St
Boston, MA 02111-2901 23,126,982 5.95%
CLASS B
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 2,450,975 7.23%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 2,140,029 6.31%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 3,073,991 9.06%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
--------------------------------------------------
CLASS C
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St 3rd Floor
New York, NY 10001-2402 6,555,280 10.34%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 6,321,783 9.97%
MLPF&S
For the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 16,214,114 25.57%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 4,145,270 6.54%
CLASS ADV
Citigroup Global Markets
333 West 34th St 3rd Floor
New York, NY 10001-2402 5,048,982 18.71%
Collegebound Fund
CBF-Growth & Income
Customized Portfolio 529 Plan
1345 Avenue of the Americas
New York, NY 10105-0302 13,635,341 50.52%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 1,916,693 7.10%
Merrill Lynch
Mutual Fund Operations
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 2,464,082 9.13%
CLASS I
Suntrust Bank
Heritage Medical Assoc PC 401K
PSP
8515 E Orchard Rd #2T2
Englewood, CO 80111-5002 465,625 100.00%
CLASS K
Gastrointestinal Spec Inc 401K
PSP
10 Presidential Blvd Ste 124
Bala Cynwyd, PA 19004-1107 84,064 5.87%
Nationwide Trust Company FSB
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 112,769 7.87%
D-35
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
----------------------------------------------------
Orchard Trust Company LLC TTEE Cust
Advertising Council Inc
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 80,441 5.62%
Orchard Trust Company LLC TTEE Cust
Bowie Gridley Architects PLL 401K
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 87,054 6.08%
Orchard Trust Company LLC TTEE Cust
Karnak Corporation Savings &
Investment Plan
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 105,270 7.35%
Orchard Trust Company LLC TTEE Cust
Minnesota Surgical Associates PA
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 134,713 9.40%
Orchard Trust Company LLC TTEE Cust
TIB Insurance Brokers Inc 401K
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 377,639 26.36%
Orchard Trust Company LLC TTEE Cust
Valensi Rose & Magaram
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 97,062 6.78%
CLASS R
GPC Securities Inc Agent for
Reliance Trust Company FBO
Delstar 401(K) Plan
P.O. Box 79377
Atlanta, GA 30357-7377 128,230 14.01%
Hartford Life Insurance Company
Separate Account 401
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 195,733 21.39%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 161,073 17.60%
MG Trust Co Cust FBO
Engines Inc 401K PS
700 17th St., Ste 300
Denver, CO 80202-3531 48,951 5.35%
MG Trust Co Cust FBO
Redmon Peyton & Braswell LLP
700 17th St., Ste 300
Denver, CO 80202-3531 62,664 6.85%
MG Trust Co Cust FBO
Southern Marketing Affiliates
700 17th St., Ste 300
Denver, CO 80202-3531 80,122 8.76%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
--------------------------------------------------------
ALLIANCEBERNSTEIN HIGH INCOME FUND
CLASS A
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 West 34th Street, Floor 3
New York, NY 10001-2402 6,845,560 5.69%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 9,019,745 7.50%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Drive East, 2nd Flr
Jacksonville, FL 32246-6484 9,429,798 7.84%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 11,518,503 9.58%
CLASS B
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 West 34th Street, Floor 3
New York, NY 10001-2402 269,043 5.71%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 625,698 13.29%
MLPF&S
for the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Drive East, 2nd Flr
Jacksonville, FL 32246-6484 468,843 9.96%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 454,203 9.65%
CLASS C
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 West 34th Street, Floor 3
New York, NY 10001-2402 7,044,456 15.47%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 5,034,613 11.05%
D-36
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
--------------------------------------------------------
MLPF&S
for the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Drive East, 2nd Flr
Jacksonville, FL 32246-6484 10,429,690 22.90%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 2,389,692 5.25%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 2,987,470 6.56%
CLASS ADV
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 West 34th Street, Floor 3
New York, NY 10001-2402 5,075,981 17.48%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 7,410,390 25.52%
LPL Financial
FBO Customer Accounts
Attn: Mutual Fund Operations
P.O. Box 509046
San Diego, CA 92150-9046 1,595,973 5.50%
MLPF&S
For the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Drive East, 2nd Flr
Jacksonville, FL 32246-6484 7,202,836 24.80%
PIMS/Prudential Retirement
as Nominee for the TTEE/CUST
AllianceBernstein L.P.
1345 Avenue of the Americas
11th Floor
New York, NY 10105-0302 1,530,246 5.27%
CLASS I
MAC & Co
Attn: Mutual Fund Ops
P.O. Box 3198
Pittsburgh, PA 15230-3198 1,122,510 94.49%
CLASS K
Frontier Trust Co FBO
Alexander Nicholson Inc Profit SH
P.O. Box 10758
Fargo, ND 58106-0758 9,887 5.78%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
Joseph R. Burlin
401(k) Profit Sharing Plan
1805 North Carolina Street, Suite 405
Stockton, CA 95204 21,743 12.72%
Orchard Trust Company LLC TTEE
Cust
Chastang Enterprises Inc. 401K Plan
8515 East Orchard Road 2T2
Greenwood Village, CO 80111-5002 11,172 6.54%
Orchard Trust Company LLC TTEE Cust
Informa Fin Infor Inc Def Comp Pl
8515 East Orchard Road 2T2
Greenwood Village, CO 80111-5002 34,949 20.44%
Orchard Trust Company LLC TTEE Cust
TIB Insurance Brokers Inc. 401K
8515 East Orchard Road 2T2
Greenwood Village, CO 80111-5002 34,652 20.27%
Orchard Trust Company LLC TTEE Cust
Valensi Rose & Magaram
8515 East Orchard Road 2T2
Greenwood Village, CO 80111-5002 30,432 17.80%
CLASS R
Capital Bank & Trust Company Cust
FBO Advanced Analogic
Technologies Inc. 401K Plan
C/O PlanPremier/FASCore, LLC
8515 East Orchard Road 2T2
Greenwood Village, CO 80111-5002 60,100 5.12%
ING
Enhanced K-Choice
Trustee: Reliance Trust Company
400 Atrium Drive
Somerset, NJ 08873-4162 178,240 15.19%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246-6484 275,046 23.44%
NFS LLC FEBO
Reliance Trustco Trustee Custodian
TR FBO Various Ret Plans
1150 S Olive Street
Los Angeles, CA 90015-2211 64,944 5.53%
ALLIANCEBERNSTEIN INTERNATIONAL GROWTH FUND
CLASS A
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246-6484 6,101,052 8.26%
D-37
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
--------------------------------------------------------
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 5,458,999 7.39%
CLASS B
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 West 34th Street, Floor 3
New York, NY 10001-2402 469,587 12.38%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 417,496 11.00%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246-6484 600,853 15.84%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 301,772 7.95%
CLASS C
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 West 34th Street, Floor 3
New York, NY 10001-2402 2,684,391 16.62%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 1,188,381 7.36%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246-6484 4,221,003 26.13%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 899,637 5.57%
CLASS ADV
Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4151 7,320,256 30.71%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 West 34th Street, Floor 3
New York, NY 10001-2402 1,624,966 6.82%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 3,871,215 16.24%
MassMutual Financial Group Cust
FBO Massachusetts Mutual
Insurance Company
1295 State Street #C105
Springfield, MA 01111-0001 1,711,082 7.18%
Merrill Lynch
Mutual Fund Admin
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246-6484 2,641,786 11.08%
CLASS I
APS Foundation, Inc.
400 N 5th Street
Phoenix, AZ 85004-3902 164,623 6.68%
DCGT Trustee & OR Custodian
FBO Principal Financial Group
Qualified Prin Advtg Omnibus
Attn: NPIO Trade Desk
711 High Street
Des Moines, IA 50392-0001 352,674 14.32%
Sanford Bernstein & Co., LLC
One North Lexington Avenue
White Plains, NY 10601-1712 357,538 14.52%
Sanford Bernstein & Co., LLC
One North Lexington Avenue
White Plains, NY 10601-1712 621,380 25.23%
Wells Fargo Bank NA Custodian
FBO Penn State Milton S Hershey
Med Cn
C/O Fascore, LLC
8515 East Orchard Road 2T2
Greenwood Village, CO 80111-5002 414,804 16.84%
Wells Fargo Bank, NA FBO
Good Sam Hosp PP
P.O. Box 1533
Minneapolis, MN 55480-1533 195,154 7.92%
CLASS K
AIG Retirement Services Company
FBO Morristown-Hamblen Hospital
401K Plan
2929 Allen Parkway A6-20
Houston, TX 77019-2155 78,323 8.05%
D-38
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Drive East, 2nd
Floor
Jacksonville, FL 32246-6484 78,154 8.03%
Nationwide Trust Company FSB
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 321,313 33.02%
NFS LLC FEBO
State Street Bank Trust Co.
TTEE Various Retirement Plans
4 Manhattanville Road
Purchase, NY 10577-2139 66,490 6.83%
Orchard Trust Co LLC Trust/Cust
FBO Retirement Plans
8515 East Orchard Road 2T2
Greenwood Village, CO 80111-5002 63,954 6.57%
Wilmington Trust Co. Custodian
FBO
Littleton Regional Hosp Tax
Shelter
C/O Mutual Funds
P.O. Box 8880
Wilmington, DE 19899-8880 58,330 5.99%
CLASS R
Hartford Life Insurance Company
Separate Account 401
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 695,099 20.32%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246-6484 428,962 12.54%
ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND
CLASS A
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 3,834,528 7.64%
Merrill Lynch Life Insurance
Company ML - IRA Annuity
4333 Edgewood Road NE
Cedar Rapids, IA 52499-0001 4,902,694 9.76%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246-6484 5,578,025 11.11%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 2,953,850 5.88%
CLASS B
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246-6484 598,211 10.89%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 308,526 5.62%
CLASS C
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 West 34th Street, 3rd Floor
New York, NY 10001-2402 869,107 8.00%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 1,251,469 11.52%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246-6484 3,022,767 27.83%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 599,588 5.52%
CLASS ADV
Citigroup Global Markets
333 West 34th Street, 3rd Floor
New York, NY 10001-2402 953,756 6.80%
CollegeBound Fund
CBF - Premier Growth
Customized Allocation 529 Plan
1345 Avenue of the Americas
New York, NY 10105-0302 1,823,260 13.00%
CLASS I
NFS LLC FEBO
State Street Bank Trust Co
TTEE Various Retirement Plans
4 Manhattanville Road
Purchase, NY 10577-2139 588,625 39.02%
Orchard Trust Company LLC TTEE
Cust
George Little Mgmt LLC 401(k) PSP
8515 East Orchard Road 2T2
Greenwood Village, CO 80111-5002 123,861 8.21%
D-39
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
Orchard Trust Company LLC TTEE
Cust
J. D'Addario & Company
8515 East Orchard Road 2T2
Greenwood Village, CO 80111-5002 85,201 5.65%
PIMS/Prudential Retirement
as Nominee for the TTEE/CUST
AllianceBernstein L.P.
1345 Avenue of the Americas
11th Floor
New York, NY 10105-0302 386,382 25.61%
Wilmington Trust RISC TTEE FBO
MAXXAM Inc Pension Plan
P.O. Box 52129
Phoenix, AZ 85072-2129 86,193 5.71%
CLASS K
Kauff Mc Clain & Mc Guire
401K
950 3rd Ave Fl 15
New York, NY 10022-2729 171,637 8.74%
CLASS R
Emjayco FBO
Keppler Associates, Inc. 401K
8515 East Orchard Road #2T2
Greenwood Village, CO 80111-5002 13,448 7.70%
Jimmy R. Adkins FBO
Jackson Howell & Associates 401K
PSP & Trust
7240 Goodlett Farms Parkway
Suite 101
Cordova, TN 38106-4925 11,109 6.36%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246-6484 31,456 18.01%
Penfirn Co.
P.O. Box 3327
Omaha, NE 68103-0327 14,325 8.20%
ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND--
CALIFORNIA PORTFOLIO
CLASS A
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York NY, 10001-2402 4,782,757 8.57%
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 5,835,555 10.46%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------
MLPF&S
For The Sole Benefit Of Its
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 4,372,629 7.84%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 4,100,777 7.35%
CLASS B
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 59,396 10.66%
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 42,635 7.65%
MLPF&S
For The Sole Benefit Of Its
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 60,564 10.87%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 31,873 5.72%
CLASS C
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 1,234,413 11.25%
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 1,184,934 10.80%
MLPF&S
For The Sole Benefit Of Its
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 2,691,227 24.53%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 807,544 7.36%
D-40
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
CLASS ADV
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 224,796 20.28%
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 396,161 35.75%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 233,982 21.11%
NFS LLC FEBO
Clinton Wayne London TTEE
Clinton Wayne London INT VIVO TR
U/A 1/30/91
6400 Sierra Hills Ct
Bakersfield, CA 93308-6507 119,601 10.79%
ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND--
ALLIANCEBERNSTEIN HIGH INCOME MUNICIPAL
PORTFOLIO
CLASS A
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 1,847,671 15.08%
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 979,745 8.00%
MLPF&S
For The Sole Benefit Of Its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 745,180 6.08%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 2,175,528 17.76%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,104,533 9.01%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
CLASS C
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 1,050,993 23.47%
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 548,018 12.24%
MLPF&S
For The Sole Benefit Of Its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 446,273 9.97%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 1,036,295 23.14%
CLASS ADV
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 527,871 9.39%
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 419,104 7.45%
LPL Financial
FBO Customer Accounts
Attn: Mutual Fund Operations
P.O. Box 509046
San Diego, CA 92150-9046 407,576 7.25%
MLPF&S
For The Sole Benefit Of Its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 2,366,378 42.08%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 830,789 14.77%
Sanford Bernstein & Co LLC
1 N Lexington Ave
White Plains, NY 10601-1712 462,707 8.23%
D-41
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND--
NATIONAL PORTFOLIO
CLASS A
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 6,038,187 8.68%
MLPF&S
For The Sole Benefit Of Its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 4,810,326 6.91%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 4,478,647 6.44%
CLASS B
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 83,779 5.81%
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 174,351 12.09%
MLPF&S
For The Sole Benefit Of Its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 217,901 15.12%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 133,303 9.25%
CLASS C
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 1,508,954 10.25%
MLPF&S
For The Sole Benefit Of Its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 4,707,963 31.99%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 742,283 5.04%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,169,472 7.95%
CLASS ADV
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 543,635 8.99%
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 832,192 13.76%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 1,114,181 18.42%
ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND--NEW
YORK PORTFOLIO
CLASS A
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 2,916,675 5.79%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 9,457,615 18.76%
CLASS B
MLPF&S
For The Sole Benefit Of Its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 162,045 5.91%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 405,396 14.78%
CLASS C
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 434,940 5.25%
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market St
Saint Louis, MO 63103-2523 874,006 10.55%
D-42
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
MLPF&S
For The Sole Benefit Of Its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 1,495,121 18.04%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,066,085 12.86%
CLASS ADV
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 877,733 78.21%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 112,021 9.98%
ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND II--
ARIZONA PORTFOLIO
CLASS A
Edward D Jones & Co
Attn: Mutual Fund Shareholder Acctg
201 Progress Pkwy
Maryland Heights, MO 63043-3009 721,253 5.05%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 796,877 5.58%
MLPF&S
For the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 841,078 5.89%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,140,362 7.98%
Wells Fargo Investments LLC
FBO Customer Accounts
Attn: Mutual Fund Operations
625 Marquette Ave S 13th Floor
Minneapolis, MN 55402-2323 890,855 6.24%
CLASS B
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 48,923 10.94%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
CLASS C
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 370,899 11.06%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 417,008 12.43%
ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND II--
MASSACHUSETTS PORTFOLIO
CLASS A
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 1,129,775 6.83%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,399,619 8.46%
CLASS B
MLPF&S
For the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 28,845 5.99%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 31,220 6.49%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 52,588 10.93%
CLASS C
Merrill Lynch
Mutual Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 359,093 6.34%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 417,931 7.38%
ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND II--
MICHIGAN PORTFOLIO
CLASS A
Citigroup Global Markets House
Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 616,329 9.11%
D-43
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 480,752 7.10%
CLASS B
MLPF&S
For the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 58,689 18.10%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 36,851 11.37%
CLASS C
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 235,949 7.23%
MLPF&S
For the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 459,296 14.07%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 344,595 10.56%
ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND II--
MINNESOTA PORTFOLIO
CLASS A
NFS LLC FEBO
Bremer Trust
P.O. Box 986
Saint Cloud, MN 56302-0986 1,028,011 9.99%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,352,018 13.13%
Wells Fargo Investments LLC
FBO Customer Accounts
Attn: Mutual Fund Operations
625 Marquette Ave S 13th Floor
Minneapolis, MN 55402-2323 576,100 5.60%
CLASS B
Ameritrade Inc FBO
P.O. Box 2226
Omaha, NE 68103-2226 5,162 6.95%
Cory J Bethell &
Tracy Nahan Bethell TTEES
Bethell Living Trust
U/A DTD 04/20/2009
2668 Waterford Ct
Saint Cloud, MN 56301-1716 6,380 8.59%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
---------------------------------------------------
Kevin John Strangler &
Sheila Catherine Strangler JTWROS
8212 Archer LN N
Osseo, MN 55311-1852 4,798 6.46%
MLPF&S
For the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 7,133 9.61%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 3,718 5.01%
CLASS C
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 105,231 5.28%
MLPF&S
For the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 223,495 11.21%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 364,587 18.29%
ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND II--
NEW JERSEY PORTFOLIO
CLASS A
Citigroup Global Markets House
Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 774,616 5.87%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 1,180,732 8.94%
MLPF&S
For the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 733,062 5.55%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 712,163 5.39%
D-44
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
CLASS B
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 90,492 17.70%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 68,541 13.41%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 40,394 7.90%
CLASS C
Citigroup Global Markets House
Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 195,380 5.01%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 743,365 19.06%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 1,000,586 25.66%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 212,327 5.44%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 211,204 5.42%
ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND II--
OHIO PORTFOLIO
CLASS A
Citigroup Global Markets House
Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 850,697 7.24%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 1,271,103 10.82%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 1,010,592 8.60%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,245,696 10.60%
CLASS B
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 26,453 5.14%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 97,704 18.99%
CLASS C
Citigroup Global Markets House
Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 327,828 7.68%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 539,687 12.64%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 934,673 21.89%
ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND II--
PENNSYLVANIA PORTFOLIO
CLASS A
Citigroup Global Markets House
Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 627,208 6.26%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 1,141,210 11.38%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 603,417 6.02%
D-45
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 620,369 6.19%
CLASS B
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 44,155 9.35%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 49,069 10.39%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 59,105 12.52%
CLASS C
Citigroup Global Markets House
Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 213,427 7.89%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 632,628 23.40%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 719,767 26.62%
ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND II--
VIRGINIA PORTFOLIO
CLASS A
Citigroup Global Markets House
Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 1,569,996 8.57%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 2,833,947 15.47%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 1,940,427 10.59%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,488,658 8.13%
CLASS B
Citigroup Global Markets House
Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 31,388 6.81%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 118,783 25.78%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 35,878 7.79%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 45,007 9.77%
CLASS C
Citigroup Global Markets House
Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 322,638 6.06%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 1,297,068 24.35%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 1,196,498 22.46%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 273,840 5.14%
ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND
CLASS B
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 135,334 5.17%
D-46
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 209,985 8.02%
CLASS C
Citigroup Global Markets House
Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 198,077 6.88%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 169,730 5.89%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6486 476,453 16.54%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 181,949 6.32%
CLASS ADV
Collegebound Fund
CBF-Small/Mid-Cap Growth
Customized Portfolio 529 Plan
1345 Avenue of the Americas
New York, NY 10105-0302 4,759,325 68.53%
PIMS/Prudential Retirement
As Nominee for the TTEE/Cust Pl
AllianceBernstein L.P.
1345 Avenue of the Americas
11th Floor
New York, NY 10105-0302 706,963 10.18%
CLASS R
American United Life Cust FBO
American United Trust
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 81,855 16.19%
BPPR As Trustee FBO
Tome & Ubinas Radio Oncology
Center Retirement Plan
Popular Street Building
153 Ponce de Leon Avenue, 8th Floor
San Juan, PR 00917 26,644 5.27%
GPC Agent for Reliance Trust Co FBO
Tri-State Trailer Sales Inc 401K
P.O. Box 79377
Atlanta, GA 30357-7377 36,794 7.28%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
---------------------------------------------------
GPC Securities Inc Agent for
Reliance Trust Company FBO
Dan's Farm Supply PSP
P.O. Box 79377
Atlanta, GA 30357-7377 40,342 7.98%
Hartford Life Insurance Company
Separate Account 401
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 133,369 26.38%
MG Trust Company Cust FBO
Normandy Real Estate
Management LL
700 17th St Suite 300
Denver, CO 80202-3531 26,478 5.24%
CLASS K
Nationwide Trust Company FSB
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 234,799 32.90%
Orchard Trust Co LLC TTEE
FBO IAI North America 401(K) Plan
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 44,118 6.18%
Orchard Trust Co LLC TTEE
FBO Mahoney Ulbrich Christiansen &
Russ PA PSP & Trust
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 42,768 5.99%
Orchard Trust Company LLC TTEE
Cust
Muncie Surgical Associates Inc PSP
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 55,101 7.72%
Orchard Trust Company LLC TTEE
Cust
Palm Beach Heart Assoc PA PSP
8515 E Orchard Road 2T2
Greenwood Village, CO 80111-5002 60,098 8.42%
Orchard Trust Company LLC TTEE
Cust
Star CNC Machine Tool Corp 401K Pl
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111 41,849 5.68%
CLASS I
Orchard Trust Company LLC TTEE
Cust
Webcor Builders 401K PSP
P.O. Box 85484
San Diego, CA 92186-5484 165,486 14.78%
D-47
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
---------------------------------------------------
Sanford Bernstein & Co. LLC
1 N Lexington Ave
White Plains, NY 10601-1712 763,172 68.17%
Sanford Bernstein & Co. LLC
1 N Lexington Ave
White Plains, NY 10601-1712 189,635 16.94%
ALLIANCEBERNSTEIN TRUST--VALUE FUND
CLASS A
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 589,941 6.08%
MLPF&S for the Sole Benefit of its
Customers
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 864,594 8.92%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 722,859 7.45%
CLASS B
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 106,848 7.33%
MLPF&S for the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 148,353 10.18%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 169,451 11.62%
CLASS C
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 261,236 8.87%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 177,197 6.02%
MLPF&S for the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 813,814 27.64%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 232,466 7.89%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-----------------------------------------------------
CLASS ADV
Collegebound Fund
AllianceBernstein Value Fund
Customized Allocation
1345 Avenue Of The Americas
New York, NY 10105-0302 3,893,487 10.14%
CLASS R
American United Life Cust
FBO AUL American Group Retirement
Annuity
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 55,879 13.82%
Hartford Life Insurance Company
Separate Account 401
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 71,912 17.79%
ING
Enhanced K-Choice
Trustee: Reliance Trust Company
400 Atrium Drive
Somerset, NJ 08873-4162 27,779 6.87%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 58,568 14.49%
MG Trust Company Cust. FBO
American Society of Consultant Phar
700 17th Street
Suite 300
Denver, CO 80202-3531 23,604 5.84%
MG Trust Company Cust FBO
Specialized Construction Inc
700 17th Street Suite 300
Denver, CO 80202-3531 22,175 5.49%
CLASS K
Orchard Trust Company LLC TTEE Cust
Advertising Council Inc
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 36,825 5.77%
Orchard Trust Company LLC TTEE Cust
Chastang Enterprises Inc 401K PL
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 33,794 5.30%
Orchard Trust Company LLC TTEE Cust
Crystal Steel 401K Plan
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 32,154 5.04%
Orchard Trust Company LLC TTEE Cust
Informa Fin Infor Inc Def Comp Pl
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 36,909 5.78%
D-48
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-----------------------------------------------------
Orchard Trust Company LLC TTEE Cust
Minnesota Surgical Associates PA
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 66,302 10.39%
Orchard Trust Company LLC TTEE Cust
Muncie Surgical Associates Inc PSP
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 156,045 24.45%
CLASS I
MLPF&S for the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 2,244,575 88.67%
T Rowe Price Retirement Plan
Services Retirement Plan Clients
4515 Painters Mill Rd
Owings Mills, MD 21117-4903 247,434 9.78%
ALLIANCEBERNSTEIN TRUST--SMALL/MID CAP VALUE
FUND
CLASS A
MLPF&S for the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 1,829,347 5.23%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 2,299,226 6.58%
CLASS B
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 238,272 6.75%
MLPF&S for the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 374,198 10.60%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 388,139 11.00%
CLASS C
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 696,266 7.49%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
----------------------------------------------------
MLPF&S for the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 1,773,661 19.07%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 565,902 6.09%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 702,178 7.55%
CLASS ADV
Charles Schwab & Co. for the
Exclusive Benefit of Customers
Mutual Fund Operations
101 Montgomery Street
San Francisco, CA 94104-4151 1,521,990 9.22%
Collegebound Fund
CBF-Alliance Bernstein Small Cap
Customized Allocation 529 Plan
1345 Avenue of the Americas
New York, NY 10105-0302 2,261,882 13.70%
MAC & Co
Attn: Mutual Fund OPS
P.O. Box 3198
Pittsburgh, PA 15230-3198 1,311,176 7.94%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 1,968,934 11.93%
NFS LLC FEBO
US Bank National Association
Omnibus--Reinvest/Reinvest
1555 N Rivercenter Dr Ste 302
Milwaukee, WI 53212-3958 1,951,139 11.82%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,103,934 6.69%
CLASS R
Hartford Life Insurance Company
Separate Account 401
Attn: UIT operations
P.O. Box 2999
Hartford, CT 06104-2999 955,366 18.83%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 478,893 9.44%
D-49
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
----------------------------------------------------
Minnesota Life Separate Account
(An Insurance Co Exempt GR
Annuity)
400 Robert Street North
Saint Paul, MN 55101-2037 357,604 7.05%
CLASS K
AIG Retirement Services Company
FBO AIGFSB Cust TTEE FBO
Kelsey-Seybold Health System
2929 Allen Parkway A6-20
Houston, TX 77019-2155 155,099 6.35%
Nationwide Trust Company FSB
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 580,498 23.76%
Nationwide Life Insurance Company
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 328,103 13.43%
CLASS I
ING National Trust
As Trustee or Custodian for
Core Market Retirement Plans
1 Heritage Drive
North Quincy, MA 02171-2105 2,594,018 23.11%
JP Morgan Chase Bank as TTEE FBO
Hospira 401(K) Retirement Savings
Plan
C/O JP Morgan RPS Mgmt Rptg Team
9300 Ward Parkway
Kansas City, MO 64114-3317 1,393,555 12.42%
MAC & Co
FBO Mercer
Attn: Mutual Fund Operations
P.O. Box 3198
525 William Penn Place
Pittsburgh, PA 15230-3198 2,509,184 22.36%
MLPF&S for the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 2,066,460 18.41%
ALLIANCEBERNSTEIN TRUST--INTERNATIONAL VALUE
FUND
CLASS A
MLPF&S for the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 6,877,430 7.29%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
Morgan Stanley Smith Barney
Harborside Financial Center Plaza II
3rd Floor
Jersey City, NJ 07311 11,762,992 12.47%
CLASS B
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 512,676 10.14%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 576,437 11.40%
MLPF&S for the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 678,503 13.42%
Morgan Stanley Smith Barney
Harborside Financial Center Plaza II
3rd Floor
Jersey City, NJ 07311 344,400 6.81%
Pershing LLC
P.O. Box 2052
Jersey City NJ 07303-2052 375,397 7.42%
CLASS C
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 3,363,691 15.64%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 1,365,061 6.35%
MLPF&S for the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 6,113,217 28.42%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 1,782,019 8.28%
CLASS ADV
Citigroup Global Markets
333 West 34th St FL 3
New York, NY 10001-2402 20,006,495 22.89%
D-50
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
---------------------------------------------------
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 17,406,171 19.91%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 4,847,655 5.55%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 10,087,669 11.54%
CLASS R
Hartford Life Insurance Company
Separate Account 401
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 1,542,968 23.76%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 1,123,814 17.31%
CLASS K
Nationwide Life Insurance
Company
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 709,973 6.10%
Nationwide Trust Company FSB
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 3,915,950 33.62%
PRIAC Cust
FBO Various Retirement Plans
Invest Prod & Adv Serv H09
280 Trumbull St
One Commercial Plaza
Hardford, CT 06103-3509 3,144,858 27.00%
State Of Florida Employees
Deferred Comp Plan
FBO Participating Employees
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 1,485,912 12.76%
CLASS I
FIIOC as Agent For Certain
Employee Benefit Plans
100 Magellan Way KWIC
Covington, KY 41015-1987 1,818,397 6.03%
MAC & Co
Attn: Mutual Fund OPS
P.O. Box 3198
Pittsburgh, PA 15230-3198 1,554,059 5.15%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
----------------------------------------------------
NFS LLC FEBO
Northern Trust Co
P.O. Box 92956
Chicago, IL 60675-0001 3,149,291 10.45%
Sanford Bernstein & Co. LLC
1 N Lexington Avenue
White Plains, NY 10601-1712 1,616,525 5.36%
Sanford Bernstein & Co. LLC
One North Lexington Avenue
White Plains, NY 10601-1712 1,864,857 6.19%
Sanford Bernstein & Co. LLC
1 N Lexington Ave
White Plains, NY 10601-1712 3,805,521 12.62%
Vanguard Fiduciary Trust Company
FBO AIG Plan
P.O. Box 2600
Valley Forge, PA 19482-2600 3,280,141 10.88%
ALLIANCEBERNSTEIN TRUST--GLOBAL VALUE FUND
CLASS B
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 46,509 9.97%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 31,784 6.81%
MLPF&S for the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 70,057 15.02%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 33,748 7.23%
CLASS C
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 88,858 11.14%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 102,747 12.88%
D-51
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
----------------------------------------------------
MLPF&S for the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr., East 2nd Flr
Jacksonville, FL 32246-6484 124,896 15.66%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 63,022 7.90%
CLASS ADV
NFS LLC FEBO
City National Bank
FBO Irell & Manella Pooled ACC
225 Broadway Fl 5
San Diego, CA 92101-5005 617,155 8.15%
Orchard Trust Co LLC TTEE
FBO Fragomen Del Ray Bernsen &
Loewy LLP
8515 E Orchard Rd 2T2
Greenwood Village,
CO 80111-5002 547,321 7.23%
PIMS/Prudential Retirement
As Nominee for the TTEE/CUST PL
007
AllianceBernstein L.P.
1345 Avenue of the Americas
11th Floor
New York, NY 10105-0302 2,681,809 35.40%
CLASS R
American United Life Cust
FBO AUL American Group
Retirement Annuity
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 42,463 17.72%
American United Life Cust FBO
American United Trust
One American Square
P.O. Box 1995
Indianapolis, IN 46206-9102 41,100 17.16%
GPC Securities Inc agent for
Reliance Trust Company FBO
Cape Systems Group, Inc Ret. Plan
P.O. Box 79377
Atlanta, GA 30357-7377 13,081 5.46%
Hartford Life Insurance Company
Separate Account 401
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 41,730 17.42%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
----------------------------------------------------
ING
Enhanced K-Choice
Trustee: Reliance Trust Company
400 Atrium Drive
Somerset, NJ 08873-4162 50,913 21.25%
CLASS K
Nationwide Trust Company FSB
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 11,198 6.42%
Orchard Trust Company LLC TTEE Cust
Cohen Pontai Lieberman & Pavane
8515 E Orchard Road 2T2
Greenwood Village, CO 80111-5002 35,639 20.44%
Orchard Trust Co LLC TTEE
FBO Aronson Security Group Inc
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 17,831 10.23%
Orchard Trust Co LLC TTEE
FBO Keane And Beane PC 401 K
C/O Fascore LLC
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 16,339 9.37%
Orchard Trust Co LLC TTEE
FBO New England Dermatology PC
401(K) Plan And Trust
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 23,235 13.33%
Orchard Trust Co LLC TTEE
FBO Sperber Denenberg & Kahan
PC Profit Sharing Plan
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 23,659 13.57%
Orchard Trust Company LLC TTEE
Cust
FBO TS-Arion Systems Inc PSP
8515 E Orchard Road 2T2
Greenwood Village, CO 80111-5002 10,199 5.85%
CLASS I
Orchard Trust Company LLC TTEE Cust
George Little Mgmt LLC 401K PSP
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 139,116 5.47%
Orchard Trust Company LLC TTEE Cust
Worldwide Dreams Deferred Comp PL
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111 159,850 6.29%
Sanford Bernstein & Co. LLC
1 N Lexington Ave
White Plains, NY 10601-1712 911,810 35.86%
D-52
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
Sanford Bernstein & Co. LLC
1 N Lexington Ave
White Plains, NY 10601-1712 1,315,013 51.72%
THE ALLIANCEBERNSTEIN PORTFOLIOS--
ALLIANCEBERNSTEIN GROWTH FUND
CLASS A
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 1,221,599 7.80%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 1,214,999 7.75%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 1,253,894 8.00%
CLASS C
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 302,674 10.20%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 263,993 8.90%
MLPF&S
For the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr. East 2nd Flr
Jacksonville, FL 32246-6484 622,558 20.99%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 179,657 6.06%
CLASS ADV
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York, NY 10001-2402 17,972 6.21%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 50,419 17.42%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
Merrill Lynch
Mutual Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 25,954 8.97%
PIMS/Prudential Retirement
as Nominee for the TTEE/CUST
AllianceBernstein L.P.
1345 Avenue of the Americas
11th Floor
New York, NY 10105-0302 141,102 48.74%
CLASS I
AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N Lexington Ave
White Plains, NY 10601-1712 304 99.49%
CLASS K
Bucks County Gastroenterology
Associates P C 401(k) Sharing Plan
1080 Drew Dr
Yardley, PA 19067-4058 15,459 35.46%
Frontier Trust Co FBO
First National Bank & Trust Co Of V
P.O. Box 10758
Fargo, ND 58106-0758 4,383 10.05%
Joseph R Burlin 401(k) Profit Sharing
Plan
1805 North Carolina St Ste 405
Stockton, CA 95204 2,937 6.74%
Orchard Trust Co LLC TTEE
FBO the Office Furniture Warehouse
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 3,434 7.88%
Orchard Trust Company LLC TTEE Cust
Palm Beach Heart Assoc PA PSP
8515 E Orchard Road 2T2
Greenwood Village, CO 80111-5002 9,724 22.31%
CLASS R
Hartford Life Insurance Company
Separate Account 401
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 35,177 98.20%
THE ALLIANCEBERNSTEIN PORTFOLIOS--
ALLIANCEBERNSTEIN CONSERVATIVE WEALTH
STRATEGY
CLASS A
Edward D Jones & Co
Attn: Mutual Fund Shareholder Acctg
201 Progress Pkwy
Maryland Heights, MO 63043-3009 4,196,931 12.68%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 2,039,930 6.17%
D-53
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------------
CLASS B
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,221,282 10.59%
CLASS C
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 1,716,482 10.50%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,433,346 8.77%
CLASS ADV
LPL Financial
FBO Customer Accounts
Attn: Mutual Fund Operations
P.O. Box 509046
San Diego, CA 92150-9046 152,944 6.75%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 149,341 6.59%
PIMS/Prudential Retirement
As Nominee for the TTEE/CUST
AllianceBernstein L.P.
1345 Avenue of the Americas
11th Floor
New York, NY 10105-0302 1,025,505 45.27%
CLASS I
NFS LLC FEBO
T Cooper/D Gilbert TTEEs
Plumbers & Steamfitters Loc 52
Defined Contribution Pens Plan
P.O. Box 211105
Montgomery, AL 36121-11105 21,554 7.23%
Orchard Trust Company LLC TTEE Cust
Group Pension Plan for Employees
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 20,828 6.99%
Orchard Trust Company LLC TTEE Cust
J. D'Addario & Company
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 146,469 49.15%
Orchard Trust Company LLC TTEE Cust
Webcor Builders 401K PSP
P.O. Box 85484
San Diego, CA 92186-5484 42,579 14.29%
Orchard Trust Company LLC TTEE Cust
Worldwide Dreams Deferred Comp Pl
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 64,828 21.76%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-----------------------------------------------------
CLASS K
MG Trust Company Cust FBO
Hamilton Cardiology Associates PA
700 17th Street Ste 300
Denver, CO 80202-3531 27,608 5.40%
Orchard Trust Co LLC TTEE
Aaronson Dickerson Cohn & Lanzonie
APC 401K PSP
8515 Orchard Rd 2T2
Greenwood Village, CO 80111-5002 76,447 14.95%
Orchard Trust Company LLC TTEE Cust
FBO Perry Hay & Chu PSP
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 106,356 20.80%
Orchard Trust Co LLC TTEE
FBO The Spektors DDS
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 107,006 20.92%
Sanford Bernstein & Co. LLC
One North Lexington Avenue
White Plains, NY 10601-1712 44,646 8.73%
CLASS R
GPC as Agent for
Reliance Trust Company FBO
Therapeutic Radiation Oncology 401K
P.O. Box 79377
Atlanta, GA 30357-7377 100,739 7.31%
MG Trust Co
FBO Oak Harbor Freight Lines Inc
700 17th St Ste 300
Denver, CO 80202-3531 110,702 8.04%
MG Trust Company Cust. FBO
Oak Harbor Freight Lines, Inc.
700 17th St Ste 300
Denver, CO 80202-3531 389,663 28.29%
State Street Bank & Trust
FBO ADP/MSDW Alliance
Attn: Ralph Campbell
105 Rosemont Rd
Westwood, MA 02090-2318 120,543 8.75%
THE ALLIANCEBERNSTEIN PORTFOLIOS--
ALLIANCEBERNSTEIN TAX-MANAGED CONSERVATIVE
WEALTH STRATEGY
CLASS A
Edward D Jones & Co
Attn: Mutual Fund Shareholder Acctg
201 Progress Pkwy
Maryland Heights, MO 63043-3009 1,089,372 17.24%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 385,369 6.10%
D-54
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
CLASS B
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 64,397 5.79%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 89,549 8.06%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 112,228 10.10%
CLASS C
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 323,359 12.69%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 241,649 9.48%
CLASS ADV
LPL Financial
FBO Customer Accounts
Attn: Mutual Fund Operations
P.O. Box 509046
San Diego, CA 92150-9046 93,578 18.88%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 31,273 6.31%
NFS LLC FEBO
Elizabeth Smith
300 Old County Rd
Severna Park, MD 21146-4617 24,799 5.00%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 24,885 5.02%
Primevest Financial Services FBO
John Webb
400 First Street So Suite 300
P.O. Box 283
Saint Cloud, MN 56302-0283 88,832 17.92%
Primevest Financial Services (FBO)
Lavonne S Webb
400 First Street So Suite 300
P.O. Box 283
Saint Cloud, MN 56302-0283 75,793 15.29%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-------------------------------------------------
Raymond James & Assoc Inc
FBO Thomas C Manning &
Virginia C Manning TTEE
Thomas & Virginia C Manning Tr
4240 185th Pl SE
Issaquah, WA 98027-9762 53,436 10.78%
THE ALLIANCEBERNSTEIN PORTFOLIOS--
ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY
CLASS A
Edward D Jones & Co
Attn: Mutual Fund Shareholder
Acctg
201 Progress Pkwy
Maryland Heights, MO 63043-
3009 13,322,836 13.63%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 7,046,038 7.21%
CLASS B
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St FL 3
New York, NY 10001-2402 2,467,732 7.19%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 2,259,908 6.59%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 3,490,929 10.17%
CLASS C
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 2,780,866 6.69%
MLPF&S
For the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 6,895,249 16.60%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 3,172,308 7.64%
CLASS ADV
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 1,717,852 21.82%
D-55
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
-----------------------------------------------------
LPL Financial
FBO Customer Accounts
Attn: Mutual Fund Operations
P.O. Box 509046
San Diego, CA 92150-9046 925,224 11.75%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 438,165 5.57%
PIMS/Prudential Retirement
As Nominee for the TTEE/Cust
AllianceBernstein L.P.
1345 Avenue of the Americas
11th Floor
New York, NY 10105-0302 1,991,600 25.30%
CLASS I
Orchard Trust Company LLC TTEE Cust
Group Pension Plan for Employees
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 430,348 21.29%
Orchard Trust Company LLC TTEE Cust
J. D'Addario & Company
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 343,546 17.00%
Orchard Trust Company LLC
TTEE Cust
Webcor Builders 401K PSP
P.O. Box 85484
San Diego, CA 92186-5484 1,115,823 55.21%
CLASS K
Orchard Trust Company LLC TTEE Cust
Cohen Pontai Lieberman & Pavane
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 143,323 6.09%
Orchard Trust Co LLC TTEE
FBO Levin Ginsburg 401K PSP
8515 E Orchard Rd 2T2
Greenwood Village, CO
80111-5002 208,361 8.86%
Orchard Trust Company LLC TTEE Cust
Savings Plan for the Employees of
New York Inc
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 156,782 6.66%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
----------------------------------------------------
Orchard Trust Co LLC TTEE
FBO Social Studies School Service
401(K)
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 513,876 21.84%
Orchard Trust Co LLC TTEE
FBO Taylor Day Currie
Boyd & Johnson, PA PSP
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 203,667 8.66%
CLASS R
GPC As Agent For Reliance Trust
Company FBO
Environmental Control, Inc. 401(K)
P.O. Box 79377
Atlanta, GA 30357-7377 249,448 10.41%
MG Trust Company Cust. FBO
Oak Harbor Freight Lines, Inc.
700 17th St Ste 300
Denver, CO 80202-3531 295,888 12.34%
MG Trust Co Cust FBO
Van Zyverden Inc
700 17th St Ste 300
Denver, CO 80202-3531 151,710 6.33%
Reliance Trust Co
FBO
Healthcare Management A 401k
P.O. Box 48529
Atlanta, GA 30357-7377 124,353 5.19%
State Street Bank & Trust
FBO ADP/MSDW Alliance
Attn: Ralph Campbell
105 Rosemont Rd
Westwood, MA 02090-2318 191,411 7.99%
THE ALLIANCEBERNSTEIN PORTFOLIOS--
ALLIANCEBERNSTEIN TAX-MANAGED BALANCED
WEALTH STRATEGY
CLASS A
Edward D Jones & Co
Attn: Mutual Fund Shareholder
Acctg
201 Progress Pkwy
Maryland Heights, MO 63043-3009 1,924,644 15.09%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 881,225 6.91%
D-56
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
CLASS B
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St, FI 3
New York, NY 10001-2402 125,747 5.60%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 154,485 6.88%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 258,434 11.51%
CLASS C
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 247,464 5.26%
MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 665,510 14.14%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 573,961 12.19%
CLASS ADV
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 99,438 8.80%
LPL Financial
FBO Customer Accounts
Attn: Mutual Fund Operations
P.O. Box 509046
San Diego, CA 92150-9046 126,647 11.21%
Merrill Lynch
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 76,052 6.73%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 91,606 8.11%
Sanford Bernstein & Co. LLC
One North Lexington Avenue
White Plains, NY 10601-1712 214,696 19.00%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------
THE ALLIANCEBERNSTEIN PORTFOLIOS--
ALLIANCEBERNSTEIN WEALTH APPRECIATION
STRATEGY
CLASS A
Edward D. Jones & Co.
Attn: Mutual Fund Shareholder
Acctg
201 Progress Parkway
Maryland Heights, MO 63043-
3009 3,016,217 5.72%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 3,561,651 6.76%
CLASS B
Citigroup Global Markets
House Account
Attn: Cindy Tempesta
333 W 34th St Fl 3
New York NY 10001-2402 969,069 6.18%
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 1,067,575 6.80%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,397,541 8.91%
CLASS C
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 1,797,767 8.74%
MLPF&S
For the Sole Benefit of its
Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 2,780,955 13.52%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 1,040,370 5.06%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,716,393 8.35%
CLASS ADV
PIMS/Prudential Retirement
As Nominee for the TTEE/Cust
AllianceBernstein L.P.
1345 Avenue of the Americas
11th Floor
New York, NY 10105-0302 3,419,651 5.84%
D-57
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
----------------------------------------------------
CLASS I
Orchard Trust Company LLC TTEE Cust
George Little Mgmt LLC 401K PSP
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 184,221 16.54%
Orchard Trust Company LLC TTEE Cust
J D'Addario & Company
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 704,102 63.20%
Orchard Trust Company LLC TTEE
Cust
Webcor Builders 401K PSP
P.O. Box 85484
San Diego, CA 92186-5484 178,765 16.05%
CLASS K
Orchard Trust Co LLC TTEE
FBO Mahoney Ulbrich Christiansen
& Russ PA PSP & Trust
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 225,184 11.29%
Orchard Trust Company LLC TTEE
Cust
Palm Beach Heart Assoc PA PSP
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 279,305 14.00%
Orchard Trust Co LLC TTEE
FBO Social Studies School Service
401(K)
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 203,870 10.22%
Orchard Trust Company LLC TTEE
Cust
FBO TS-Arion Systems Inc PSP
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 132,541 6.65%
CLASS R
MG Trust Co
FBO Oak Harbor Freight Lines Inc
700 17th St Ste 300
Denver, CO 80202-3531 138,140 7.34%
MG Trust Company Cust FBO
Oak Harbor Freight Lines, Inc.
700 17th St Ste 300
Denver, CO 80202-3531 478,796 25.44%
Counsel Trust FBO
Sencore Inc 401K Plan
1251 Waterfront Place, Suite 525
Pittsburgh, PA 15222-4228 107,274 5.70%
NO. OF
SHARES % OF
NAME AND ADDRESS OF CLASS CLASS
------------------------------------------------------
THE ALLIANCEBERNSTEIN PORTFOLIOS--
ALLIANCEBERNSTEIN TAX-MANAGED WEALTH
APPRECIATION STRATEGY
CLASS A
Edward D Jones & Co
Attn: Mutual Fund Shareholder Acctg
201 Progress Pkwy
Maryland Heights, MO 63043-3009 583,792 11.17%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 393,974 7.54%
CLASS B
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 55,747 5.91%
MLPF&S for the Sole Benefit of its
Customers
Attn: Fund Admin
3800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 49,881 5.29%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 85,245 9.04%
CLASS C
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 190,947 6.75%
MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr East 2nd Flr
Jacksonville, FL 32246-6484 445,120 15.74%
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 186,660 6.60%
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 198,371 7.01%
D-58
APPENDIX E--LETTER FROM INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
September 15, 2010
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for the AllianceBernstein Funds listed
in Exhibit A (the "Auditor Change Funds") and, under the respective dates
listed in Exhibit A, we reported on the financial statements of each of the
Auditor Change Funds as of and for the corresponding year-ends listed in
Exhibit A. On April 14, 2010, we were dismissed. We have read the statements
included under the section titled "Approval of Independent Registered Public
Accounting Firms by Board" within the Proxy Statement for the AllianceBernstein
Funds dated September 21, 2010, and we agree with such statements, except that
we are not in a position to agree or disagree with the statement that the Audit
Committee of the Boards of each of the Auditor Change Funds approved the
dismissal of KPMG LLP as independent registered public accounting firm for the
Auditor Change Funds at a meeting held on March 24, 2010, and we are not in a
position to agree or disagree with any of the statements regarding Ernst &
Young LLP.
Very truly yours,
/s/ KPMG LLP
E-1
EXHIBIT A
DATE OF REPORT OF
INDEPENDENT
REGISTERED PUBLIC
ACCOUNTING FIRM YEAR-ENDS
ALLIANCEBERNSTEIN FUND ------------------- ----------------------------
AllianceBernstein Balanced Shares, Inc. ("ABS") January 26, 2010 November 30, 2009 and 2008
AllianceBernstein Blended Style Series, Inc. ("ABSS")
- - U.S. Large Cap Portfolio October 27, 2009 August 31, 2009 and 2008
- - AllianceBernstein 2000 Retirement Strategy October 27, 2009 August 31, 2009 and 2008
- - AllianceBernstein 2005 Retirement Strategy October 27, 2009 August 31, 2009 and 2008
- - AllianceBernstein 2015 Retirement Strategy October 27, 2009 August 31, 2009 and 2008
- - AllianceBernstein 2020 Retirement Strategy October 27, 2009 August 31, 2009 and 2008
- - AllianceBernstein 2025 Retirement Strategy October 27, 2009 August 31, 2009 and 2008
- - AllianceBernstein 2030 Retirement Strategy October 27, 2009 August 31, 2009 and 2008
- - AllianceBernstein 2035 Retirement Strategy October 27, 2009 August 31, 2009 and 2008
- - AllianceBernstein 2040 Retirement Strategy October 27, 2009 August 31, 2009 and 2008
- - AllianceBernstein 2045 Retirement Strategy October 27, 2009 August 31, 2009 and 2008
- - AllianceBernstein 2050 Retirement Strategy October 27, 2009 August 31, 2009 and 2008
- - AllianceBernstein 2055 Retirement Strategy October 27, 2009 August 31, 2009 and 2008
AllianceBernstein Corporate Shares ("ACS")
- - AllianceBernstein Corporate Income Shares June 24, 2010 April 30, 2010 and 2009
AllianceBernstein Equity Income Fund, Inc. ("AEIF") January 26, 2010 November 30, 2009 and 2008
AllianceBernstein Exchange Reserves ("AEXR") November 25, 2009 September 30, 2009 and 2008
AllianceBernstein Global Growth Fund, Inc. ("AGGF") August 26, 2009 June 30, 2009 and 2008
AllianceBernstein Growth and Income Fund, Inc. ("AGIF") December 24, 2009 October 31, 2009 and 2008
AllianceBernstein International Growth Fund, Inc. ("AIGF") August 26, 2009 June 30, 2009 and 2008
AllianceBernstein Large Cap Growth Fund, Inc. ("ALCGF") September 25, 2009 July 31, 2009 and 2008
AllianceBernstein Small/Mid Cap Growth Fund, Inc.
("ASMCGF") September 25, 2009 July 31, 2009 and 2008
The AllianceBernstein Portfolios ("TAP")
- - AllianceBernstein Growth Fund September 25, 2009 July 31, 2009 and 2008
- - AllianceBernstein Conservative Wealth Strategy October 27, 2009 August 31, 2009 and 2008
- - AllianceBernstein Tax-Managed Conservative Wealth
Strategy October 27, 2009 August 31, 2009 and 2008
- - AllianceBernstein Balanced Wealth Strategy October 27, 2009 August 31, 2009 and 2008
- - AllianceBernstein Tax-Managed Balanced Wealth
Strategy October 27, 2009 August 31, 2009 and 2008
- - AllianceBernstein Wealth Appreciation Strategy October 27, 2009 August 31, 2009 and 2008
- - AllianceBernstein Tax-Managed Wealth Appreciation
Strategy October 27, 2009 August 31, 2009 and 2008
AB-RET-76615-0910
[GRAPHIC]
FORM OF PROXY FORM OF PROXY
ALLIANCEBERNSTEIN FUNDS
PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON NOVEMBER 5, 2010
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARDS OF
DIRECTORS AND BOARDS OF TRUSTEES OF THE ALLIANCEBERNSTEIN FUNDS
The undersigned hereby appoints Carol Rappa and Nancy Hay, or
either of them, as proxies for the undersigned, with full power of substitution
in each of them, to attend the Joint Annual Meeting of Stockholders (the
"Meeting") of the AllianceBernstein Funds listed below (each a "Fund", and
collectively, the "Funds") to be held at 3:00 p.m., Eastern Time, on November 5,
2010 at the offices of the AllianceBernstein Funds, 1345 Avenue of the Americas,
41st 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 with
all powers possessed by the undersigned if personally present at such Meeting.
The undersigned hereby acknowledges receipt of the Notice of Joint Annual
Meeting of Stockholders and accompanying Proxy Statement, revokes any proxy
heretofore given with respect to such Meeting and hereby instructs said proxies
to vote said shares as indicated on the reverse side hereof.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY
THE UNDERSIGNED WILL BE CAST AS INSTRUCTED ON THE REVERSE SIDE HEREOF. IF THIS
PROXY IS PROPERLY 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(S) ON ANY OTHER MATTERS THAT MAY PROPERLY
COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
VOTE VIA THE INTERNET: www.proxyweb.com
VOTE BY TELEPHONE: 1-888-221-0697
Please refer to the Proxy Statement for a discussion
of each Proposal.
PLEASE VOTE, DATE AND SIGN AND
RETURN THIS PROXY CARD PROMPTLY. YOU MAY USE THE ENCLOSED ENVELOPE.
Please sign this proxy exactly as your name(s) appear(s) on the records of a
Fund. Joint owners should each sign personally. Trustees and other
representative 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.
THE ALLIANCEBERNSTEIN FUNDS
- --------------------------------------------------------------------------------------------------------------------
AllianceBernstein Balanced Shares, Inc. ("ABS") AllianceBernstein International Growth Fund, Inc. ("AIGF")
AllianceBernstein Blended Style Series, Inc. ("ABSS") AllianceBernstein Large Cap Growth Fund, Inc. ("ALCGF")
- - U.S. Large Cap Portfolio
- - AllianceBernstein 2000 Retirement Strategy AllianceBernstein Municipal Income Fund, Inc. ("AMIF")
- - AllianceBernstein 2005 Retirement Strategy - California Portfolio
- - AllianceBernstein 2010 Retirement Strategy - AllianceBernstein High Income Municipal Portfolio
- - AllianceBernstein 2015 Retirement Strategy - National Portfolio
- - AllianceBernstein 2020 Retirement Strategy - New York Portfolio
- - AllianceBernstein 2025 Retirement Strategy
- - AllianceBernstein 2030 Retirement Strategy AllianceBernstein Municipal Income Fund II
- - AllianceBernstein 2035 Retirement Strategy ("AMIF II")
- - AllianceBernstein 2040 Retirement Strategy - Arizona Portfolio
- - AllianceBernstein 2045 Retirement Strategy - Massachusetts Portfolio
- - AllianceBernstein 2050 Retirement Strategy - Michigan Portfolio
- - AllianceBernstein 2055 Retirement Strategy - Minnesota Portfolio
- New Jersey Portfolio
AllianceBernstein Bond Fund, Inc. ("ABF") - Ohio Portfolio
- - AllianceBernstein Intermediate Bond Portfolio - Pennsylvania Portfolio
- - AllianceBernstein Bond Inflation Strategy - Virginia Portfolio
- - AllianceBernstein Multi-Asset Inflation Strategy
- - AllianceBernstein Municipal Bond Inflation AllianceBernstein Small/Mid Cap Growth Fund, Inc. ("ASMCGF")
Strategy
AllianceBernstein Trust ("ABT")
AllianceBernstein Cap Fund, Inc. ("ACF") - AllianceBernstein Value Fund
- - AllianceBernstein Small Cap Growth Portfolio - AllianceBernstein Small/Mid Cap Value Fund
- - AllianceBernstein U.S. Strategic Research - AllianceBernstein International Value Fund
Portfolio - AllianceBernstein Global Value Fund
- - AllianceBernstein Market Neutral Strategy - U.S.
- - AllianceBernstein Market Neutral Strategy - The AllianceBernstein Portfolios ("TAP")
Global - AllianceBernstein Growth Fund
- AllianceBernstein Conservative Wealth Strategy
AllianceBernstein Core Opportunities Fund, Inc. - AllianceBernstein Tax-Managed Conservative Wealth
("ACOF") Strategy
- AllianceBernstein Balanced Wealth Strategy
AllianceBernstein Corporate Shares ("ACS") - AllianceBernstein Tax-Managed Balanced Wealth Strategy
- - AllianceBernstein Corporate Income Shares - AllianceBernstein Wealth Appreciation Strategy
- - AllianceBernstein Municipal Income Shares - AllianceBernstein Tax-Managed Wealth Appreciation
- - AllianceBernstein Taxable Multi-Sector Income Strategy
Shares
AllianceBernstein Diversified Yield Fund, Inc.
("ADYF")
AllianceBernstein Equity Income Fund, Inc. ("AEIF")
AllianceBernstein Exchange Reserves ("AEXR")
AllianceBernstein Fixed-Income Shares, Inc. ("AFIS")
- - Government STIF Portfolio
AllianceBernstein Global Bond Fund, Inc. ("AGBF")
AllianceBernstein Global Growth Fund, Inc. ("AGGF")
AllianceBernstein Global Real Estate Investment Fund,
Inc. ("AGREIF")
AllianceBernstein Global Thematic Growth Fund, Inc.
("AGTGF")
AllianceBernstein Greater China '97 Fund, Inc.
("AGCF")
AllianceBernstein Growth and Income Fund, Inc.
("AGIF")
AllianceBernstein High Income Fund, Inc. ("AHIF")
- --------------------------------------------------------------------------------------------------------------------
Please fill in boxes as shown using black or blue ink or number 2 pencil. Please
mark votes as in this example: /X/
For All
For All Withhold From Except As
Nominees All Nominees Noted Below
1. To elect Directors for All Funds: /_/ /_/ /_/
01. John H. Dobkin 06. Robert M. Keith
02. Michael J. Downey 07. Garry L. Moody
03. William H Foulk, Jr. 08. Marshall C. Turner, Jr.
04. D. James Guzy 09. Earl D. Weiner
05. Nancy P. Jacklin
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 amendments to the /_/ /_/ /_/
Investment Advisory Agreements
for certain funds
For Against Abstain
2.a. To approve amendments to /_/ /_/ /_/
Investment Advisory Agreements
for Certain Funds to Conform Fee
Measurement Periods
AllianceBernstein Cap Fund, Inc. - AllianceBernstein Small Cap Growth
Portfolio and AllianceBernstein Global Thematic Growth Fund, Inc.
For Against Abstain
2.b. To approve amendments to /_/ /_/ /_/
Investment Advisory Agreements
of TAP Regarding
Reimbursement of Administrative
Expenses
The AllianceBernstein Portfolios
For Against Abstain
3. The amendment of the /_/ /_/ /_/
Declarations of Trust for
certain of the Funds.
AllianceBernstein Exchange Reserves, AllianceBernstein Municipal Income
Fund II and AllianceBernstein Trust
For Against Abstain
4. The amendment and restatement /_/ /_/ /_/
of the Charters for certain of
the Funds that are organized as
a Maryland corporation which will
repeal in their entirety all of
the currently existing charter
provisions and substitute in lieu
thereof the new provisions set
forth in the Form of Articles of
Amendment and Restatement
attached to the accompany Proxy
statement as Appendix C.
AllianceBernstein Balanced Shares, Inc., AllianceBernstein Blended Style
Series, Inc., AllianceBernstein Cap Fund, Inc., AllianceBernstein Core
Opportunities Fund, Inc., AllianceBernstein Equity Income Fund, Inc.,
AllianceBernstein Global Real Estate Investment Fund, Inc.,
AllianceBernstein Global Thematic Growth Fund, Inc., AllianceBernstein
Greater China '97 Fund, Inc., AllianceBernstein Growth and Income Fund,
Inc., AllianceBernstein High Income Fund, Inc., AllianceBernstein
International Growth Fund, Inc., and AllianceBernstein Large Cap Growth
Fund, Inc.
For Against Abstain
5. The amendment of certain of the /_/ /_/ /_/
Funds' fundamental policies
regarding commodities.
All Funds (except ABF - Multi-Asset Inflation Strategy, ACF-Market Neutral
Strategy - U.S. and ACF - Market Neutral Strategy - Global)
For Against Abstain
6. The reclassification of certain /_/ /_/ /_/
of the Funds' fundamental
investment objectives as
non-fundamental.
AllianceBernstein Blended Style Series, Inc. - U.S. Large Cap Portfolio
and AllianceBernstein Greater China '97 Fund, Inc.
7. To transact such other business as
may properly come before the
Meeting and any adjournments or
postponements thereof.
Mark here for address change and note
at left. /_/
Please be sure to sign, date and
return this Proxy promptly. You may
use the enclosed envelope.
--------------------------------------
(Signature of Stockholder)
--------------------------------------
(Signature of joint owner, if any)
Date __________, 2010
SK 00250 0209 1073130