Ropes & Gray
One International Place
Boston, Massachusetts 02110
September 23, 2002
BY EDGAR
- --------
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, NW
Washington, D.C. 20549
Re: AllianceBernstein Trust, on behalf of its International Value Fund
(the "Fund") (SEC file No. 811-10221)
Ladies and Gentlemen:
On behalf of the Fund and pursuant to the Securities Act of 1933, as
amended, I enclose for filing Post-Effective Admendment No. 2 to the Fund's
registration statement on Form N-14 relating to the registration of an
indefinite number of shares of beneficial interest of the Fund, in connection
with its acquisition of the assets of Alliance International Fund.
Any questions or comments relating to this filing should be directed to
the attention of Brian D. McCabe at (617) 951-7801 or to me at (617) 951-7055.
Very truly yours,
/s/ Andrew J. Schader
Andrew J. Schader
Enclosures
As filed with the Securities and Exchange Commission on September 23, 2002
Registration No. 333-83366
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
|_| Pre-Effective Amendment No. ___
|X| Post-Effective Amendment No. 2
AllianceBernstein Trust
(Exact name of Registrant as Specified in Charter)
1345 Avenue of the Americas
New York, New York 10105
(800) 221-5672
-------------------
Edmund P. Bergan, Jr.
Alliance Capital Management
1345 Avenue of the Americas
New York, New York 10105
(Name and Address of Agent for Service)
Copies to:
Joseph B. Kittredge, Esq.
Ropes & Gray
One International Place
Boston, MA 02110
------------------
Approximate Date of Proposed Public Offering:
April 8, 2002 - August 23, 2002
The Registrant has registered an indefinite amount of its securities under the
Securities Act of 1933, pursuant to Rule 24f-2 under the Investment Company Act
of 1940. In reliance upon Rule 24f-2, no filing fee is being paid at this time.
This Amendment to the Registration Statement on Form N-14 of AllianceBernstein
Trust, filed with the Commission on April 5, 2002 (Registration No. 333-83366)
(the "Registration Statement"), is being filed solely to modify Exhibit 12 to
the Registration Statement. No other information in the Registration Statement,
which is incorporated herein by reference in its entirety, is amended, deleted
or superseded hereby.
AllianceBernstein Trust
Form N-14
Part C
Other Information
September 23, 2002
Item 15. Indemnification
Incorporated by reference to Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A (File Nos. 33-51938 and 811-10221) filed
with the Securities and Exchange Commission on February 16, 2001.
Item 16. Exhibits
1. (a) Agreement and Declaration of Trust of the Registrant - Incorporated by
reference to the Registrant's Registration Statement on Form N-1A (File
Nos. 33-51938 and 811-10221) filed with the Securities and Exchange
Commission on December 15, 2000.
(b) Amendment No. 1 to Agreement and Declaration of Trust of the
Registrant dated December 20, 2000 - Incorporated by reference to
Pre-Effective Amendment No. 1 to Registrant's Registration Statement on
Form N-1A (File Nos. 33-51938 and 811-10221) filed with the Securities and
Exchange Commission on February 16, 2001.
2. By-Laws of the Registrant - Incorporated by reference to Registrant's
Registration Statement on Form N-1A (File Nos. 33-51938 and 811-10221)
filed with the Securities and Exchange Commission on December 15, 2000.
3. Not applicable
4. Form of Agreement and Plan of Acquisition and Liquidation--see Exhibit B
to Part A.
5. Not applicable.
6. (a) Advisory Agreement between Registrant and Alliance Capital Management
L.P. dated January 31, 2001 - Incorporated by reference to Pre-Effective
Amendment No. 1 to Registrant's Registration Statement on Form N-1A (File
Nos. 33-51938 and 811-10221) filed with the Securities and Exchange
Commission on February 16, 2001.
(b) Expense Limitation Agreement between Registrant and Alliance Capital
Management L.P. dated January 31, 2001 - Incorporated by reference to
Pre-Effective Amendment No. 1 to Registrant's Registration Statement on
Form N-1A (File Nos. 33-51938 and 811-10221) filed with the Securities and
Exchange Commission on February 16, 2001.
7. (a) Distribution Services Agreement between the Registrant and Alliance
Fund Distributors, Inc. - Incorporated by reference to Pre-Effective
Amendment No. 1 to Registrant's Registration Statement on Form N-1A (File
Nos. 33-51938 and 811-10221) filed with the Securities and Exchange
Commission on February 16, 2001.
(b) Selected Dealer Agreement between Alliance Fund Distributors, Inc. and
selected dealers offering shares of AB Trust - Incorporated by reference
to Pre-Effective Amendment No. 1 to Registrant's Registration Statement on
Form N-1A (File Nos. 33-51938 and 811-10221) filed with the Securities and
Exchange Commission on February 16, 2001.
(c) Selected Agent Agreement between Alliance Fund Distributors, Inc. and
selected agents making available shares of AB Trust - Incorporated by
reference to Pre-Effective Amendment No. 1 to Registrant's Registration
Statement on Form N-1A (File Nos. 33-51938 and 811-10221) filed with the
Securities and Exchange Commission on February 16, 2001.
8. Not applicable
9. Custodian Agreement between Registrant and State Street Bank and Trust
Company dated January 31, 2001 - Incorporated by reference to
Pre-Effective Amendment No. 1 to Registrant's Registration Statement on
Form N-1A (File Nos. 33-51938 and 811-10221) filed with the Securities and
Exchange Commission on February 16, 2001.
10. Rule 18f-3 Plan of AllianceBernstein Trust - Incorporated by reference to
Pre-Effective Amendment No. 1 to Registrant's Registration Statement on
Form N-1A (File Nos. 33-51938 and 811-10221) filed with the Securities and
Exchange Commission on February 16, 2001.
11. Opinion and consent of Ropes & Gray - Incorporated by reference to
Post-Effective Amendment No. 1 to Registrant's Registration Statement on
Form N-14 (File Nos. 33-83366 and 811-10221) filed with the Securities and
Exchange Commission on April 5, 2002.
12. Opinion and consent of Ropes & Gray as to tax matters - Filed herewith.
13. Transfer Agency Agreement between Registrant and Alliance Fund Services,
Inc. dated as of January 31, 2001 - Incorporated by reference to
Pre-Effective Amendment No. 1 to Registrant's Registration Statement on
Form N-1A (File Nos. 33-51938 and 811-10221) filed with the Securities and
Exchange Commission on February 16, 2001.
14. Consent of Ernst & Young LLP - Incorporated by reference to Post-
Effective Amendment No. 1 to Registrant's Registration Statement on
Form N-14 (File Nos. 33-83366 and 811-10221) filed with the Securities
and Exchange Commission on April 5, 2002.
15. Not applicable.
16. (a) Power of attorney for William Foulk, Jr. - Incorporated by reference
to the Registrant's Registration Statement on Form N-14 (File Nos.
33-83366 and 811-10221) filed with the Securities and Exchange Commission
on February 25, 2002.
(b) Power of attorney for Clifford Michel - Incorporated by reference
to the Registrant's Registration Statement on Form N-14 (File Nos.
33-83366 and 811-10221) filed with the Securities and Exchange Commission
on February 25, 2002.
(c) Power of attorney for Ruth Block - Incorporated by reference
to the Registrant's Registration Statement on Form N-14 (File Nos.
33-83366 and 811-10221) filed with the Securities and Exchange Commission
on February 25, 2002.
(d) Power of attorney for Donald Robinson - Incorporated by reference
to the Registrant's Registration Statement on Form N-14 (File Nos.
33-83366 and 811-10221) filed with the Securities and Exchange Commission
on February 25, 2002.
(e) Power of attorney for David Dievler - Incorporated by reference
to the Registrant's Registration Statement on Form N-14 (File Nos.
33-83366 and 811-10221) filed with the Securities and Exchange Commission
on February 25, 2002.
(f) Power of attorney for John D. Carifa - Incorporated by reference
to the Registrant's Registration Statement on Form N-14 (File Nos.
33-83366 and 811-10221) filed with the Securities and Exchange Commission
on February 25, 2002.
(g) Power of attorney for John Dobkin - Incorporated by reference
to the Registrant's Registration Statement on Form N-14 (File Nos.
33-83366 and 811-10221) filed with the Securities and Exchange Commission
on February 25, 2002.
17. Not applicable.
Item 17 Undertakings
1. The undersigned Registrant agrees that prior to any public
reoffering of the securities registered through the use of a
prospectus which is a part of this Registration Statement by any
person or party who is deemed to be an underwriter within the
meaning of Rule 145(c) under the Securities Act of 1933, the
reoffering prospectus will contain the information called for by the
applicable registration form for the reofferings by persons who may
be deemed underwriters, in addition to the information called for by
the other items of the applicable form.
2. The undersigned Registrant agrees that every prospectus that is
filed under paragraph (1) above will be filed as a part of an
amendment to this Registration Statement and will not be used until
the amendment is effective, and that, in determining any liability
under the Securities Act of 1933, each post-effective amendment
shall be deemed to be a new Registration Statement for the
securities offered therein, and the offering of the securities at
that time shall be deemed to be the initial bona fide offering of
them.
3. The Registrant agrees to file, by post-effective amendment, an
opinion of counsel or a copy of an Internal Revenue Service ruling
supporting the tax consequences of the proposed mergers described in
this Registration Statement within a reasonable time after receipt
of such opinion or ruling.
SIGNATURES
As required by the Securities Act of 1933, this registration statement has
been signed on behalf of the registrant, in the City of New York and State of
New York, on the 23rd day of September, 2002.
ALLIANCEBERNSTEIN TRUST
/s/ John D. Carifa
-----------------------------
By: John D. Carifa
Chairman and President
As required by the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates
indicated.
Signature Title Date
/s/ John D. Carifa Chairman and President September 23, 2002
- ----------------------- (Principal Executive Officer)
John D. Carifa
/s/ Mark D. Gersten Treasurer (Principal Financial September 23, 2002
- ----------------------- and Accounting Officer)
Mark D. Gersten
Ruth Block* Trustee September 23, 2002
/s/ John D. Carifa Trustee September 23, 2002
- -----------------------
John D. Carifa
David H. Dievler* Trustee September 23, 2002
John H. Dobkin* Trustee September 23, 2002
William H. Foulk, Jr.* Trustee September 23, 2002
Clifford L. Michel* Trustee September 23, 2002
Donald J. Robinson* Trustee September 23, 2002
*By: /s/ John D. Carifa
------------------------
John D. Carifa
Attorney-in-fact
Date: September 23, 2002
Exhibit Index
Exhibit No. Exhibit Name
- ----------- ------------
12 Opinion and Consent of Ropes & Gray
Exhibit 12
Ropes & Gray
One International Place
Boston, Massachusetts 02110
August 23, 2002
AllianceBernstein Trust
AllianceBernstein International Value Fund
1345 Avenue of Americas
New York, New York 10105
Alliance International Fund
1345 Avenue of Americas
New York, New York 10105
Ladies and Gentlemen:
We have acted as counsel in connection with the Agreement and Plan of
Acquisition and Liquidation made as of April 4, 2002 (the "Plan"), between
the AllianceBernstein Trust, a Massachusetts business trust ("Acquiring Trust"),
on behalf of one of its series, AllianceBernstein International Value Fund
("Acquiring Fund"), and Alliance International Fund, a Massachusetts business
trust ("Acquired Fund"). The Plan describes a proposed Acquisition (the
"Acquisition") to occur on August 23, 2002, or such other date as may be
decided by the parties (the "Closing Date"), pursuant to which Acquiring Fund
will acquire substantially all of the assets of Acquired Fund in exchange for
shares of beneficial interest in Acquiring Fund (the "Acquiring Fund Shares")
and the assumption by Acquiring Fund of certain stated liabilities of Acquired
Fund, following which, Acquiring Fund Shares received by Acquired Fund will be
distributed by Acquired Fund to its shareholders in liquidation and termination
of Acquired Fund. Capitalized terms not defined herein are defined in the Plan.
Acquired Fund is registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), as an open-end management investment company. Shares
of Acquired Fund are redeemable at net asset value at each shareholder's
option. Acquired Fund has elected to be a regulated investment company for
federal income tax purposes under Section 851 of the Internal Revenue Code of
1986, as amended (the "Code").
Acquiring Fund is a series of Acquiring Trust, which is registered under
the 1940 Act as an open-end management investment company. Shares of Acquiring
Fund are redeemable at net asset value at each shareholder's option. Acquiring
Fund has elected to be a regulated investment company for federal income tax
purposes under Section 851 of the Code.
For purposes of this opinion, we have considered the Plan, the
Prospectus/Proxy Statement, the Registration Statement (including the items
incorporated by reference therein), and such other items as we have deemed
necessary to render this opinion. In addition, you provided us with letters
dated as of the date hereof, representing as to certain facts, occurrences and
information upon which you have indicated that we may rely in rendering this
opinion (whether or not contained or reflected in the documents and items
referred to above) (the "Representations").
The facts you have represented as to in paragraph 5 of the letter from
Acquiring Fund dated as of the date hereof, support the conclusion that
Acquiring Fund will continue the historic business of Acquired Fund as an
open-end investment company that seeks long-term appreciation by investing its
assets primarily in common stocks of non-U.S. companies (as such term is
defined in paragraph 5 of the letter from Acquiring Fund) with a substantial
percentage of such non-U.S. companies located in developed countries
The comparison, using data from the comparison dates (as such term
is defined in paragraph 5 of the letter from Acquiring Fund) demonstrated that
as of the comparison dates the Acquired Fund had historically invested its
assets and Acquiring Fund invested its assets in non-U.S. companies: located in
developed countries (at least 82 percent); located in Europe and Asia (at least
75 percent); of varying sizes, but with an emphasis on companies with market
capitalizations of at least $10 billion (more than 43 percent); and
representing a diverse range of similar sectors (for example, both Funds
invested over half of their assets in the same seven sectors), but with an
emphasis on certain sectors (including, for example, at least 21 percent in
finance and nearly 5 percent in energy).The foregoing percentages are intended
to demonstrate the similarities between the Funds' portfolios as of the
comparison dates; because the Funds are actively managed, these percentages
will, of course, fluctuate over time.
Based on the foregoing Representations and our review of the documents and
items referred to above, and conditioned on the Acquisition being consummated in
accordance with the Plan, we are of the opinion that, while not entirely free
from doubt, and subject to the final two paragraphs hereof, for federal income
tax purposes:
(i) The Acquisition will constitute a reorganization within the
meaning of Section 368(a) of the Code and Acquiring Fund and
Acquired Fund will each be a "party to a reorganization" within
the meaning of Section 368(b) of the Code;
(ii) Under Section 361 of the Code, no gain or loss will be recognized
by Acquired Fund upon the transfer of Acquired Fund's assets to
Acquiring Fund in exchange for Acquiring Fund Shares and the
assumption by Acquiring Fund of the liabilities of Acquired Fund,
or upon the distribution of Acquiring Fund Shares by Acquired
Fund to its shareholders in exchange for their Acquired Fund
Shares;
(iii) Under Section 354 of the Code, no gain or loss will be recognized
by Acquired Fund shareholders upon the exchange of their Acquired
Fund Shares for Acquiring Fund Shares (including any fractional
shares to which shareholder may be entitled);
(iv) Under Section 358 of the Code, the aggregate basis of Acquiring
Fund Shares that an Acquired Fund shareholder receives in
connection with the Acquisition (including any fractional shares
to which the shareholder may be entitled) will be the same as the
aggregate
basis of his or her Acquired Fund Shares exchanged therefor;
(v) Under Section 1223(1) of the Code, an Acquired Fund shareholder's
holding period for his or her Acquiring Fund Shares (including
any fractional shares to which the shareholder may be entitled)
will be determined by including the period for which he or she
held the Acquired Fund Shares exchanged therefor, provided that
he or she held such Acquired Fund Shares as capital assets;
(vi) Under Section 1032 of the Code, no gain or loss will be
recognized by Acquiring Fund upon the receipt of the assets of
Acquired Fund in exchange for Acquiring Fund Shares and the
assumption by Acquiring Fund of the liabilities of Acquired Fund;
(vii) Under Section 362(b) of the Code, the basis in the hands of
Acquiring Fund of the assets of Acquired Fund transferred to
Acquiring Fund in the Acquisition will be the same as the basis
of such assets in the hands of Acquired Fund immediately prior to
the transfer;
(viii) Under Section 1223(2) of the Code, the holding periods of the
assets of Acquired Fund in the hands of Acquiring Fund will
include the periods during which such assets were held by
Acquired Fund; and
(ix) Acquiring Fund will succeed to the capital loss carryovers of
Acquired Fund, if any, under Section 381 of the Code, but the use
by Acquiring Fund of any such capital loss carryovers (and of
capital loss carryovers of Acquiring Fund) may be subject to
limitation under Sections 383 and 384 of the Code.
In connection with this opinion we call your attention to Revenue Ruling
87-76, 1987-2 C.B. 84, published by the Internal Revenue Service ("IRS"). In
that ruling, the IRS held that the so-called "continuity of business
enterprise" requirement necessary to tax-free reorganization treatment was not
met in the case of an acquisition of an investment company which invested in
corporate stocks and bonds by an investment company which invested in municipal
bonds. Specifically, the IRS based its ruling on its conclusion that the
business of investing in corporate stocks and bonds is not the same line of
business as investing in municipal bonds. We believe that the IRS's conclusion
in this ruling is questionable, and that, even if the IRS's conclusion is
correct, the facts of this Acquisition are distinguishable from those in the
published ruling.
We believe that Acquiring Fund and Acquired Fund are both engaged in the
same line of business, investing for the benefit of their respective
stockholders primarily in the common stock of non-U.S. companies to achieve
long-term appreciation. After the Acquisition, Acquiring Fund will continue
that business for the benefit of the stockholders of both Acquired Fund and
Acquiring Fund. While Acquiring Fund will dispose of securities formerly held
by Acquired Fund in order to conform with its criteria for the selection of
securities of non-U.S. companies, it will apply the same criteria to its own
historic investments. All proceeds generated by all such dispositions will be
reinvested in a manner fully consistent with the shared historic investment
policies of both Funds. In these circumstances, we are of the opinion that
Acquiring Fund will have continued the historic business of Acquired Fund -
investing primarily in the common stock of non-U.S. companies with a view
toward long-term capital appreciation for the benefit of, among others, the
historic stockholders of Acquired Fund - and that the continuity of business
enterprise doctrine will, as a result, be satisfied. Because Revenue Ruling
87-76 is the only published ruling dealing specifically with the application of
the "continuity of business enterprise" requirement to a reorganization
involving investment companies, however, our opinion cannot be free from doubt.
No ruling has been or will be obtained from the IRS as to the subject matter of
this opinion and there can be no assurance that the IRS or a court of law will
concur with the opinion set forth above.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray