UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number: 811-06554
ALLIANCEBERNSTEIN AMERICAS GOVERNMENT INCOME TRUST, INC.
(Exact name of registrant as specified in charter)
1345 Avenue of the Americas, New York, New York 10105
(Address of principal executive offices) (Zip code)
Mark R. Manley
Alliance Capital Management L.P.
1345 Avenue of the Americas
New York, New York 10105
(Name and address of agent for service)
Registrant's telephone number, including area code: (800) 221-5672
Date of fiscal year end: September 30, 2004
Date of reporting period: September 30, 2004
ITEM 1. REPORTS TO STOCKHOLDERS.
AllianceBernstein Americas
Government Income Trust
Multi-Sector
Fixed Income
Annual Report--September 30, 2004
Investment Products Offered
o Are Not FDIC Insured
o May Lose Value
o Are Not Bank Guaranteed
The investment return and principal value of an investment in the Fund will
fluctuate as the prices of the individual securities in which it invests
fluctuate, so that your shares, when redeemed, may be worth more or less than
their original cost. You should consider the investment objectives, risks,
charges and expenses of the Fund carefully before investing. For a free copy
of the Fund's prospectus, which contains this and other information, visit
our web site at www.alliancebernstein.com or call your financial advisor or
AllianceBernstein at (800) 227-4618. Please read the prospectus carefully
before you invest.
You may obtain performance information current to the most recent month-end by
visiting www.alliancebernstein.com (click on Investors/ Products & Services/
Mutual Funds).
This shareholder report must be preceded or accompanied by the Fund's
prospectus for individuals who are not current shareholders of the Fund.
You may obtain a description of the Fund's proxy voting policies and
procedures, and information regarding how the Fund voted proxies relating to
portfolio securities during the most recent 12-month period ended June 30,
without charge. Simply visit AllianceBernstein's web site at
www.alliancebernstein.com (click on Investors, then the "Proxy voting
policies" link or "Proxy voting records" link on the left side of the page),
or go to the Securities and Exchange Commission's, (The "Commission") web
site at www.sec.gov, or call AllianceBernstein at (800) 227-4618.
Beginning in February 2005, the Fund will file its complete schedule of
portfolio holdings with the Commission for the first and third quarters of
each fiscal year on Form N-Q. The Fund's Forms N-Q will be available on the
Commission's web site at www.sec.gov. The Fund's Forms N-Q will also be able
to be reviewed and copied at the Commission's Public Reference Room in
Washington, DC; information on the operation of the Public Reference Room may
be obtained by calling (800) SEC-0330. AllianceBernstein publishes full
portfolio holdings for the Fund monthly at www.alliancebernstein.com.
AllianceBernstein Investment Research and Management, Inc., is an affiliate of
Alliance Capital Management L.P., the manager of the funds, and is a member
of the NASD.
November 19, 2004
Annual Report
This report provides management's discussion of fund performance for
AllianceBernstein Americas Government Income Trust (the "Fund") for the
annual reporting period ended September 30, 2004.
Investment Objectives and Policies
This open-end fund seeks the highest level of current income, consistent with
what we believe to be prudent investment risk that is available from a
portfolio of debt securities issued or guaranteed by the governments of the
United States, Canada or Mexico, their political subdivisions (including
Canadian Provinces but excluding states of the U.S.), agencies,
instrumentalities or authorities.
Investment Results
The table on page 4 shows the Portfolio's performance compared to its
benchmark, a composite, consisting of 50% Lehman Brothers (LB) Government
Index--a broad measure of the performance of U.S. government bonds--and 50%
J.P. Morgan Emerging Markets Bond Index Plus (JPM EMBI+) Latin Only--composed
of dollar-denominated restructured sovereign bonds of emerging markets in
Latin America--(the "Composite"), for the six- and 12-month periods ended
September 30, 2004.
For the six- and 12-month periods ended September 30, 2004, the Fund
underperformed the Composite. The primary reason for the underperformance was
the Fund's overweighted position in Mexican holdings and underweighted
position in some of the best performing Latin countries that are included in
the Composite. Mexico was overweighted within the Fund by 18% versus the
benchmark and returned only 6.49%, underperforming the broader Latin region
included in the Index. Comparatively, Ecuador returned 38.90%, Venezuela
returned 29.70% and Brazil returned 21.64% for the annual reporting period,
which boosted the Composite average.
Within the Fund's government allocation, the Fund's Canadian holdings
contributed positively to relative returns which outperformed U.S. government
holdings. The Fund's allocation in Canadian Real Return Bonds also
contributed positively to performance. Real Return Bonds (inflation-linked
securities) outperformed as the Bank of Canada reduced rates to fuel growth
and return inflation to its 2% target.
Market Review and Investment Strategy
The emerging market debt class, as represented by the JPM EMBI+ Latin Only,
returned a very strong 14.96% for the annual period ended September 30, 2004.
Latin emerging market debt benefited throughout the annual reporting period
from lower interest rates, strong export demand, higher commodity prices and
improving emerging country fundamentals. Higher commodity prices, in
particular oil, helped Latin oil producing countries significantly. Sustained
growth in the region and a resulting decline in fiscal deficits improved the
macroeconomic fundamentals. The U.S. Treasury market, however, posted a very
modest return of 2.55% as measured by the LB U.S. Treasury Index, as Treasury
prices reflected mixed economic news through
- -------------------------------------------------------------------------------
ALLIANCEBERNSTEIN AMERICAS GOVERNMENT INCOME TRUST o 1
out the reporting period. In April, the Treasury market sold off sharply in
response to strong payroll employment data. Subsequently, the Treasury market
rebounded slightly as the U.S. economy experienced a mid-year economic
slowdown. Canadian government bonds outperformed most global government bond
markets with a positive 3.64% for the year as measured by the J.P. Morgan
Global Government Bond Index. The U.S. mortgage market fared better, but
still only produced a modest return of 4.36% according to the LB Mortgage
Index.
Within the Fund, we maintained its core holdings while making modest
adjustments. We added to the Fund's local Mexican debt position as its yield
curve steepened and Mexican yields became attractive. In order to lengthen
the duration of the Fund's local Mexican holdings, we purchased longer
maturities, which included a newly issued 20-year bond. We reduced the Fund's
position in market and duration terms in both U.S. and Canadian government
bonds, as we anticipated economic growth and the dampening effects of higher
interest rates. In addition, we began to add Canadian Tips to the Fund and
maintained its position in U.S. Treasury Tips. We reduced the Fund's exposure
in Brazil as concerns surfaced that political scandal and the Central Bank's
inability to lower interest rates would hurt economic growth. Those concerns
were misplaced so we have subsequently begun to add Brazilian holdings back
to the portfolio. Furthermore, gross domestic product growth in Brazil has
remained high as Brazil was recently upgraded by the rating agencies Moody's
Investors Service and Standard & Poor's, and this has eased some worries
about debt sustainability.
- -------------------------------------------------------------------------------
2 o ALLIANCEBERNSTEIN AMERICAS GOVERNMENT INCOME TRUST
HISTORICAL PERFORMANCE
An Important Note About the Value of Historical Performance
The performance shown on the following pages represents past performance and
does not guarantee future results. Current performance may be lower or higher
than the performance information shown. You may obtain performance
information current to the most recent month-end by visiting
www.alliancebernstein.com.
The investment return and principal value of an investment in the Fund will
fluctuate, so that your shares, when redeemed, may be worth more or less than
their original cost. You should consider the investment objectives, risks,
charges and expenses of the Fund carefully before investing. For a free copy
of the Fund's prospectus, which contains this and other information, visit
our web site at www.alliancebernstein.com or call your financial advisor or
AllianceBernstein at (800) 227-4618. You should read the prospectus carefully
before you invest.
Returns are annualized for periods longer than one year. All fees and expenses
related to the operation of the Fund have been deducted. NAV returns do not
reflect sales charges; if sales charges were reflected, the Fund's quoted
performance would be lower. SEC returns reflect the applicable sales charges
for each share class: a 4.25% maximum front-end sales charge for Class A
shares; the applicable contingent deferred sales charge for Class B shares
(3% year 1, 2% year 2, 1% year 3, 0% year 4); a 1% 1 year contingent deferred
sales charge for Class C shares. Performance assumes reinvestment of
distributions and does not account for taxes.
Benchmark Disclosure
The Composite Benchmark represents a 50%/50% blend of both the Lehman Brothers
(LB) Government Index and the J.P. Morgan Emerging Markets Bonds Index Plus
(JPM EMBI+) Latin Only. Neither the unmanaged LB Government Index nor the
unmanaged JPM EMBI+ Latin Only reflects fees and expenses associated with the
active management of a mutual fund portfolio. The LB Government Index is
composed of the LB Treasury Index and the LB Agency Index. The unmanaged JPM
EMBI+ Latin Only is composed of dollar-denominated restructured sovereign
bonds of emerging markets in Latin America; a large percentage of the Index
is made up of Brady Bonds. An investor cannot invest directly in an index,
and its results are not indicative of the performance for any specific
investment, including the Fund.
A Word About Risk
The Fund invests a significant amount of its assets in foreign securities which
may magnify fluctuations due to changes in foreign exchange rates and the
possibility of political and economic uncertainties in foreign countries.
These risks may be magnified for investments in emerging markets. To increase
yield, the Fund can use leverage, a speculative technique, which may increase
share price fluctuation. Price fluctuation may be caused by changes in the
general level of interest rates or changes in bond credit quality ratings.
Changes in interest rates have a greater effect on bonds with longer
maturities than on those with shorter maturities. While the Fund invests
principally in bonds and other fixed-income securities, in order to achieve
its investment objectives, the Fund may at times use certain types of
investment derivatives, such as options, futures, forwards and swaps. These
instruments involve risks different from, and in certain cases, greater than,
the risks presented by more traditional investments. These risks are fully
discussed in the Fund's prospectus.
(Historical Performance continued on next page)
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ALLIANCEBERNSTEIN AMERICAS GOVERNMENT INCOME TRUST o 3
HISTORICAL PERFORMANCE
(continued from previous page)
THE FUND VS. ITS BENCHMARK Return
--------------------------
PERIODS ENDED SEPTEMBER 30, 2004 6 Months 12 Months
AllianceBernstein Americas Government
Income Trust
Class A -0.76% 4.72%
Class B -1.12% 3.98%
Class C -1.12% 3.97%
Lehman Brothers Government Index 0.04% 2.52%
J.P. Morgan EMBI+ Latin Only 4.51% 14.96%
Composite: 50% Lehman Brothers
Government Index and 50% J.P. Morgan
EMBI+ Latin Only 2.27% 8.74%
GROWTH OF A $10,000 INVESTMENT IN THE FUND
9/30/94 TO 9/30/04
J.P. Morgan EMBI + Latin Only: $30,286
Composite: $26,551
AllianceBernstein Americas Government
Income Trust Class A: $24,721
Lehman Brothers Government Index $20,498
[THE FOLLOWING DATA WAS DEPICTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
AllianceBernstein Lehman
Americas Government Brothers J.P. Morgan
Income Trust Government EMBI +
Class A Index Latin Only Composite
- -------------------------------------------------------------------------------
9/30/94 9575 10000 10000 10000
9/30/95 8922 11357 10476 10917
9/30/96 11003 11859 14462 13235
9/30/97 13797 12945 18144 15525
9/30/98 13710 14705 15135 15293
9/30/99 15528 14455 18142 16682
9/30/00 17948 15493 22032 19070
9/30/01 19583 17547 21016 19894
9/30/02 19753 19308 17556 19255
9/30/03 23607 19993 26346 24417
9/30/04 24721 20498 30286 26551
This chart illustrates the total value of an assumed $10,000 investment in
AllianceBernstein Americas Government Income Trust Class A shares (from
9/30/94 to 9/30/04) as compared to the performance of its benchmark, a
composite consisting of 50% Lehman Brothers Government Index and 50% J.P.
Morgan EMBI+ Latin Only.
See Historical Performance and Benchmark disclosures on previous page.
(Historical Performance continued on next page)
- -------------------------------------------------------------------------------
4 o ALLIANCEBERNSTEIN AMERICAS GOVERNMENT INCOME TRUST
HISTORICAL PERFORMANCE
(continued from previous page)
AVERAGE ANNUAL RETURNS AS OF SEPTEMBER 30, 2004
NAV Returns SEC Returns
Class A Shares
1 Year 4.72% 0.33%
5 Years 9.75% 8.81%
10 Years 9.94% 9.47%
SEC Yield* 5.56%
Class B Shares
1 Year 3.98% 1.06%
5 Years 8.89% 8.89%
10 Years 9.39% 9.39%
SEC Yield* 5.08%
Class C Shares
1 Year 3.97% 3.00%
5 Years 8.97% 8.97%
10 Years 9.09% 9.09%
SEC Yield* 5.08%
SEC AVERAGE ANNUAL RETURNS (WITH SALES CHARGES)
AS OF THE MOST RECENT CALENDAR QUARTER-END (SEPTEMBER 30, 2004)
- -------------------------------------------------------------------------------
Class A Shares
1 Year 0.33%
5 Years 8.81%
10 Years 9.47%
Class B Shares
1 Year 1.06%
5 Years 8.89%
10 Years 9.39%
Class C Shares
1 Year 3.00%
5 Years 8.97%
10 Years 9.09%
* SEC yields are calculated based on SEC guidelines for the 30-day period ended
September 30, 2004.
See Historical Performance disclosures on previous page.
- -------------------------------------------------------------------------------
ALLIANCEBERNSTEIN AMERICAS GOVERNMENT INCOME TRUST o 5
FUND EXPENSES
As a shareholder of the Fund, you incur two types of costs: (1) transaction
costs, including sales charges (loads) on purchase payments, contingent
deferred sales charges on redemptions and (2) ongoing costs, including
management fees; distribution (12b-1) fees; and other Fund expenses. This
example is intended to help you understand your ongoing costs (in dollars) of
investing in the Fund and to compare these costs with the ongoing costs of
investing in other mutual funds.
The Example is based on an investment of $1,000 invested at the beginning of
the period and held for the entire period as indicated below.
Actual Expenses
The first line of the table below provides information about actual account
values and actual expenses. You may use the information in this line,
together with the amount you invested, to estimate the expenses that you paid
over the period. Simply divide your account value by $1,000 (for example, an
$8,600 account value divided by $1,000 = 8.6), then multiply the result by
the number in the first line under the heading entitled "Expenses Paid During
Period" to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line of the table below provides information about hypothetical
account values and hypothetical expenses based on the Fund's actual expense
ratio and an assumed annual rate of return of 5% before expenses, which is
not the Fund's actual return. The hypothetical account values and expenses
may not be used to estimate the actual ending account balance or expenses you
paid for the period. You may use this information to compare the ongoing
costs of investing in the Fund and other funds by comparing this 5%
hypothetical example with the 5% hypothetical examples that appear in the
shareholder reports of other funds.
Please note that the expenses shown in the table are meant to highlight your
ongoing costs only and do not reflect any transactional costs, such as sales
charges (loads), or contingent deferred sales charges on redemptions.
Therefore, the second line of the table is useful in comparing ongoing costs
only, and will not help you determine the relative total costs of owning
different funds. In addition, if these transactional costs were included,
your costs would have been higher.
Beginning Ending
Account Value Account Value Expenses Paid
April 1, 2004 September 30, 2004 During Period*
- ----------------------------------------------------------------------------------------
Class A
Actual $1,000 $992.36 $5.58
Hypothetical
(5% return before expenses) $1,000 $1,019.40 $5.65
Class B
Actual $1,000 $988.76 $9.15
Hypothetical
(5% return before expenses) $1,000 $1,015.80 $9.27
Class C
Actual $1,000 $988.84 $9.10
Hypothetical
(5% return before expenses) $1,000 $1,015.85 $9.22
* Expenses are equal to the classes' annualized expense ratios of 1.12%, 1.84%,
and 1.83%, respectively, multiplied by the average account value over the
period, multiplied by the number of days in the most recent fiscal
half-year/366 (reflect the one-half year period).
- -------------------------------------------------------------------------------
6 o ALLIANCEBERNSTEIN AMERICAS GOVERNMENT INCOME TRUST
PORTFOLIO SUMMARY
September 30, 2004
PORTFOLIO STATISTICS
Net Assets ($mil): $1,684.5
SECURITY TYPE BREAKDOWN*
48.7% Sovereign
48.1% U.S. Government and Sponsored Agency Obligations
3.2% Short-Term
* All data is as of September 30, 2004. The Fund's security type breakdown is
expressed as a percentage of total investments and may vary over time.
- -------------------------------------------------------------------------------
ALLIANCEBERNSTEIN AMERICAS GOVERNMENT INCOME TRUST o 7
PORTFOLIO OF INVESTMENTS
September 30, 2004
Principal
Amount
(000) U.S. $ Value
- ------------------------------------------------------------------
GOVERNMENT/AGENCY
OBLIGATIONS-111.4%
Brazil-9.9%
Brazil Real Structured Product
Zero Coupon, 9/20/07(a) US $139,046 $ 29,101,497
Federal Republic of Brazil
2.13%, 4/15/12(a) 3,308 3,068,388
7.31%, 6/29/09(a) 2,370 2,592,780
8.00%, 4/15/14(a) 36,063 35,658,822
8.25%, 1/20/34(a) 1,050 936,075
10.13%, 5/15/27(a) 2,500 2,650,000
10.50%, 7/14/14(a) 3,045 3,392,130
11.00%, 8/17/40(a) 23,519 26,353,039
11.50%, 3/12/08(a) 50,675 58,402,937
12.00%, 4/15/10(a) 725 862,750
12.75%, 1/15/20(a) 3,320 4,208,100
------------
Total Brazilian Securities
(cost $151,895,129) 167,226,518
------------
Canada-9.7%
Government of Canada
4.25%, 12/01/21(a) CAD 28,197 28,654,999
5.50%, 6/01/10(a) 10,100 8,520,743
8.75%, 12/01/05(a) 44,180 37,267,728
10.25%, 3/15/14(a) 77,710 88,272,065
------------
Total Canadian Securities
(cost $131,467,373) 162,715,535
------------
Colombia-2.6%
Colombia Real Structured Product
15.00%, 4/27/12(a) US $9,298 10,498,588
Republic of Colombia
8.25%, 12/22/14(a) 800 790,000
8.63%, 4/01/08(a) 3,000 3,270,000
10.75%, 1/15/13(a) 1,755 2,012,107
11.75%, 2/25/20(a) 22,290 27,305,250
------------
Total Colombian Securities
(cost $36,818,522) 43,875,945
------------
El Salvador-0.1%
Republic of El Salvador
8.50%, 7/25/11(a)(b)
(cost $2,113,827) 1,950 2,202,232
- -------------------------------------------------------------------------------
8 o ALLIANCEBERNSTEIN AMERICAS GOVERNMENT INCOME TRUST
Portfolio of Investments
Principal
Amount
(000) U.S. $ Value
- ------------------------------------------------------------------
Jamaica-0.5%
Government of Jamaica
11.75%, 5/15/11(a) US $4,060 $4,729,900
Jamaica Real Structured Note
11/19/04(a) 3,914 3,842,031
------------
Total Jamaican Securities
(cost $8,590,877) 8,571,931
------------
Mexico-28.2%
Banco Nacional de Comercio
11.00%, 12/10/05(a)(b) MXP 90,000 8,102,055
Mexican Bonos
9.00%, 12/27/07(a) 321,298 28,023,981
9.00%, 12/24/09(a) 774,739 66,083,515
9.00%, 12/20/12(a) 1,082,547 89,553,083
10.50%, 7/14/11(a) 843,783 78,334,923
Mexican Fixed Rate Bonds
8.00%, 12/24/08(a) 300,000 25,004,391
8.00%, 12/19/13 1,339,541 104,695,733
8.00%, 12/19/13(a) 393,380 30,220,401
8.00%, 12/07/23(a) 644,154 45,079,697
------------
Total Mexican Securities
(cost $491,881,507) 475,097,779
------------
Panama-1.7%
Republic of Panama
9.38%, 7/23/12(a) US$ 12,000 13,530,000
9.38%, 4/01/29(a) 616 688,380
9.63%, 2/08/11(a) 2,500 2,868,750
10.75%, 5/15/20(a) 9,250 10,998,250
------------
Total Panamanian Securities
(cost $25,147,112) 28,085,380
------------
Peru-2.0%
Republic of Peru
8.38%, 5/03/16(a) 3,900 4,075,500
9.13%, 2/21/12(a) 5,205 5,777,550
9.88%, 2/06/15(a) 20,376 23,432,400
------------
Total Peruvian Securities
(cost $29,531,980) 33,285,450
------------
- -------------------------------------------------------------------------------
ALLIANCEBERNSTEIN AMERICAS GOVERNMENT INCOME TRUST o 9
Contracts(d) or
Principal
Amount
(000) U.S. $ Value
- ------------------------------------------------------------------
United States-55.3%
Federal Home Loan Mortgage
6.00%, 10/01/34 US$ 120,000 $123,900,000
Federal National Mortgage
Association 30 Year TBA
6.00%, 11/01/34 135,000 139,092,120
U.S. Treasury Bonds
8.75%, 5/15/17(a) 50,000 70,544,900
8.75%, 5/15/20(a) 50,000 72,367,200
9.13%, 5/15/18(a) 50,000 73,134,750
12.50%, 8/15/14(a) 90,000 126,439,470
13.25%, 5/15/14(a)(c) 54,000 76,764,348
U.S. Treasury Note (TIPS)
2.25%, 2/15/07(a) 26,000 25,963,438
U.S. Treasury Strips
8.00%, 11/15/21(a) 350,000 146,295,800
8.75%, 5/15/17(a) 140,000 77,408,380
------------
Total United States Securities
(cost $881,922,829) 931,910,406
------------
Uruguay-0.7%
Republic of Uruguay
7.50%, 3/15/15(a) 6,685 5,966,363
17.75%, 2/04/06(a) UYP 147,100 5,502,560
Total Uruguayan Securities
(cost $10,012,249) 11,468,923
Venezuela-0.7%
Republic of Venezuela
2.63%, 4/20/11(a) US$ 4,300 3,687,250
5.38%, 8/07/10(a) 190 171,285
8.50%, 10/08/14 3,500 3,421,250
9.25%, 9/15/27(a) 4,310 4,247,505
Total Venezuelan Securities
(cost $10,828,856) 11,527,290
------------
Total Government/Agency
Obligations
(cost $1,780,210,261) 1,875,967,389
CALL OPTIONS PURCHASED-(see Note D)
Federal Republic of Brazil '40
expiring Oct '04 @ $112.50 1,200 17,760
Federal Republic of Brazil '40
expiring Oct '04 @ $113.00 1,200 15,000
Federal Republic of Brazil '40
expiring Oct '04 @ $111.50 750 13,875
Total Call Options Purchased
(cost $61,455) 46,635
------------
- -------------------------------------------------------------------------------
10 o ALLIANCEBERNSTEIN AMERICAS GOVERNMENT INCOME TRUST
Principal
Amount
(000) U.S. $ Value
- ------------------------------------------------------------------
SHORT-TERM INVESTMENT-3.7%
Deutsche Alex Brown, Europe
1.70%, dated 9/30/04, due 10/1/04
in the amount of $63,100,000 (cost
$63,100,000; collateralized by
$64,690,000 FHLMC, 0.00%,
due 1/4/05, value $64,356,689 $63,100 $63,100,000
------------
Total Investments-115.1%
(cost $1,843,371,716) 1,939,114,024
Other assets less liabilities-(15.1%) (254,586,849)
------------
Net Assets-100% $1,684,527,175
---------------
FORWARD EXCHANGE CURRENCY CONTRACTS (see Note D)
U.S. U.S. $
Contract Value on Value at Unrealized
Amount Origination September 30, Appreciation/
(000) Date 2004 (Depreciation)
- ----------------------------------------------------------------------------
Buy Contracts
Canadian Dollar,
settling
10/12/04 32,624 $ 25,050,000 $ 25,819,712 $ 769,712
Mexican Peso,
settling
10/13/04-10/22/04 843,873 72,474,680 73,897,602 1,422,922
Sale Contracts
Canadian Dollar,
settling
10/12/04 246,767 188,608,015 195,297,424 (6,689,409)
Mexican Peso,
settling
10/13/04-
11/10/04 4,802,200 413,604,906 420,833,558 (7,228,652)
FINANCIAL FUTURES CONTRACT SOLD (see Note D)
U.S. $ Value at
Number of Expiration Original September 30, Unrealized
Type Contracts Month Value 2004 Depreciation
- -------------------------------------------------------------------------------
U.S. Treasury
Note 10 Yr December
Futures 1,636 2004 $184,113,906 $184,254,500 $(140,594)
- -------------------------------------------------------------------------------
ALLIANCEBERNSTEIN AMERICAS GOVERNMENT INCOME TRUST o 11
CREDIT DEFAULT SWAP CONTRACTS (see Note D)
Swap
Counterparty Notional
& Referenced Amount Interes Termination Unrealized
Obligation (000) Rate Date Appreciation
- --------------------------------------------------------------------------------
Sell Contracts
Citigroup Global
Markets, Ltd.
Federal Republic
of Brazil
12.25%, 3/06/30 2,525 4.40% 5/20/06 $ 164,434
Morgan Stanley Capital
Services, Inc.
Federal Republic
of Brazil
12.25%, 3/06/30 1,940 3.80% 8/20/06 70,648
(a) Positions, or a portion thereof, with an aggregate market value of
$1,169,222,806 have been segregated to collateralize forward exchange
currency contracts.
(b) Securities are exempt from registration under Rule 144A of the Securities
Act of 1933. These securities are considered liquid and may be resold in
transactions exempt from registration, normally to qualified institutional
buyers. At September 30, 2004 these securities amounted to $10,304,287 or
0.6% of net assets.
(c) A portion of this position, with a market value of $2,193,036 has been
segregated to collateralize margin requirements for the open futures
contracts.
(d) One contract relates to principal amount of $1.
Glossary of Terms:
FHLMC - Federal Home Loan Mortgage Corp.
TBA - (To Be Assigned)- Securities are purchased on a forward commitment
with an appropriate principal amount (generally +/-1.0%) and no definite
maturity date. The actual principal amount and maturity date will be
determined upon settlement when the specific mortgage pools are assigned.
TIPS - Treasury Inflation Protected Security.
Currency Abbreviations:
CAD - Canadian Dollar
MXP - Mexican Peso
US$ - United States Dollar
UYP - Uruguay Peso
See notes to financial statements.
- -------------------------------------------------------------------------------
12 o ALLIANCEBERNSTEIN AMERICAS GOVERNMENT INCOME TRUST
STATEMENT OF ASSETS & LIABILITIES
September 30, 2004
Assets
Investments in securities, at value (cost $1,843,371,716) $1,939,114,024
Cash 1,371,965
Foreign cash, at value (cost $579,569) 389,112
Unrealized appreciation on credit default swap contracts 235,082
Receivable for investment securities sold 141,528,631
Interest receivable 27,003,622
Unrealized appreciation of forward exchange
currency contracts 2,192,634
Receivable for variation margin on futures contracts 255,625
Receivable for capital stock sold 6,830,402
-------------
Total assets 2,118,921,097
-------------
Liabilities
Payable for investment securities purchased 407,049,344
Unrealized depreciation of forward exchange
currency contracts 13,918,061
Payable for capital stock redeemed 8,535,594
Dividends payable 3,217,999
Advisory fee payable 695,580
Distribution fee payable 224,050
Transfer agent fee payable 107,904
Accrued expenses and other liabilities 645,390
-------------
Total liabilities 434,393,922
-------------
Net Assets $1,684,527,175
-------------
Composition of Net Assets
Capital stock, at par $ 228,983
Additional paid-in capital 1,866,925,934
Distributions in excess of net investment income (32,195,412)
Accumulated net realized loss on investments
and foreign currency transactions (234,501,769)
Net unrealized appreciation of investments
and foreign currency denominated assets and liabilities 84,069,439
-------------
$1,684,527,175
-------------
Calculation of Maximum Offering Price
Class A Shares
Net asset value and redemption price per share
($956,690,047/130,107,080 shares of capital stock
issued and outstanding) $7.35
Sales charge--4.25% of public offering price .33
Maximum offering price $7.68
-----
Class B Shares
Net asset value and offering price per share
($476,171,124/64,756,545 shares of capital stock
issued and outstanding) $7.35
-----
Class C Shares
Net asset value and offering price per share
($251,666,004/34,119,160 shares of capital stock
issued and outstanding) $7.38
-----
See notes to financial statements.
- -------------------------------------------------------------------------------
ALLIANCEBERNSTEIN AMERICAS GOVERNMENT INCOME TRUST o 13
STATEMENT OF OPERATIONS
Year Ended September 30, 2004
Investment Income
Interest (net of foreign taxes
withheld of $79,647) $148,892,288
Expenses
Advisory fee $ 13,824,458
Distribution fee--Class A 2,987,025
Distribution fee--Class B 5,812,561
Distribution fee--Class C 2,727,407
Transfer agency 2,437,124
Custodian 1,180,629
Printing 221,443
Audit and legal 114,408
Administrative 104,000
Registration 74,925
Directors' fees 20,515
Miscellaneous 58,904
----------------
Total expenses before interest 29,563,399
Interest expense 2,749,231
----------------
Total expenses 32,312,630
Less: expenses waived by the Adviser
(see Note B) (2,965,276)
Less: expense offset arrangement
(see Note B) (194)
----------------
Net expenses 29,347,160
------------
Net investment income 119,545,128
------------
Realized and Unrealized Gain (Loss)
on Investment and Foreign Currency
Transactions
Net realized gain (loss) on:
Investment transactions 49,650,463
Written options 2,929,687
Futures contracts (8,554,400)
Swap contracts 5,496,042
Foreign currency transactions (2,992,042)
Net change in unrealized
appreciation/depreciation of:
Investments (83,477,449)
Written options 17,070
Futures contracts 1,862,262
Swap contracts (1,288,118)
Foreign currency denominated assets
and liabilities (6,451,694)
------------
Net loss on investment and foreign
currency transactions (42,808,179)
------------
Net Increase in Net Assets from
Operations $76,736,949
------------
See notes to financial statements.
- -------------------------------------------------------------------------------
14 o ALLIANCEBERNSTEIN AMERICAS GOVERNMENT INCOME TRUST
STATEMENT OF CHANGES IN NET ASSETS
December 1,
Year Ended 2002 to Year Ended
September 30, September 30, November 30,
2004 2003* 2002
------------- ------------ ------------
Increase (Decrease) in
Net Assets from Operations
Net investment income $119,545,128 $118,644,683 $161,587,780
Net realized gain on
investment and foreign
currency transactions 46,529,750 36,800,351 9,197,807
Net change in unrealized
appreciation/depreciation
of investments and foreign
currency denominated
assets and liabilities (89,337,929) 169,711,686 (47,012,022)
------------- ------------ ------------
Net increase in net assets
from operations 76,736,949 325,156,720 123,773,565
Dividends and Distribution to
Shareholders from
Net investment income
Class A (71,658,911) (68,308,663) (83,785,147)
Class B (37,624,530) (45,712,602) (65,273,295)
Class C (17,616,033) (17,895,460) (23,442,285)
Tax return of capital
Class A -0- -0- (8,313,030)
Class B -0- -0- (6,476,314)
Class C -0- -0- (2,325,907)
Capital Stock Transactions
Net decrease (316,892,817) (106,754,724) (178,108,502)
------------- ------------ ------------
Total increase (decrease) (367,055,342) 86,485,271 (243,950,915)
Net Assets
Beginning of period 2,051,582,517 1,965,097,246 2,209,048,161
------------- ------------ ------------
End of period (including
distributions in excess
of net investment income
of ($32,195,412),
($30,507,838) and
($20,510,778),
respectively) $1,684,527,175 $2,051,582,517 $1,965,097,246
------------- ------------ ------------
* The Fund changed its fiscal year end from November 30 to September 30.
See notes to financial statements.
- -------------------------------------------------------------------------------
ALLIANCEBERNSTEIN AMERICAS GOVERNMENT INCOME TRUST o 15
STATEMENT OF CASH FLOWS
Year Ended September 30, 2004
Increase (Decrease) in Cash from:
Operating Activities:
Interest received $148,713,684
Interest paid (2,910,674)
Operating expenses paid (27,430,465)
-----------
Net increase in cash from operating
activities $118,372,545
Investing Activities:
Purchases of long-term portfolio
investments (4,874,715,756)
Proceeds from disposition of long-term
portfolio investments 5,568,774,678
Purchases of short-term portfolio
investments, net (59,575,171)
Variation margin on futures contracts (818,125)
-----------
Net increase in cash from investing
activities 633,665,626
Financing Activities*:
Redemptions of capital stock, net (315,802,201)
Cash dividends paid (69,320,107)
Credit facility paid (250,000,000)
-----------
Net decrease in cash from financing
activities (635,122,308)
Effect of exchange rate on cash (119,447,343)
-----------
Net decrease in cash (2,531,480)
Cash at beginning of period 4,292,557
-----------
Cash at end of period $1,761,077
-----------
- -----------------------------------------------------------------------------
Reconciliation of Net Increase in Net
Assets from Operations to Net Increase
in Cash from Operating Activities:
Net increase in net assets from operations $76,736,949
Adjustments:
Decrease in interest receivable $5,624,496
Net realized gain on investment
transactions (49,650,463)
Net realized gain on written options (2,929,687)
Net realized loss on futures contracts 8,554,400
Net realized gain on swap contracts (5,496,042)
Net realized loss on foreign currency
transactions 2,992,042
Net change in unrealized
appreciation/depreciation of
investments and foreign currency
denominated assets and liabilities 89,337,929
Accretion of bond discount and
amortization of bond premium (5,803,100)
Decrease in interest payable (161,443)
Decrease in accrued expenses and other
liabilities (832,536)
-----------
41,635,596
-----------
Net increase in cash from operating
activities $118,372,545
-----------
* Non-cash financing activities not included herein consist of reinvestment of
dividends.
See notes to financial statements.
- -------------------------------------------------------------------------------
16 o ALLIANCEBERNSTEIN AMERICAS GOVERNMENT INCOME TRUST
NOTES TO FINANCIAL STATEMENTS
September 30, 2004
NOTE A
Significant Accounting Policies
AllianceBernstein Americas Government Income Trust, Inc. (the "Fund") was
incorporated as a Maryland corporation on February 3, 1992 and is registered
under the Investment Company Act of 1940 as a non-diversified, open-end
management investment company. The Fund offers Class A, Class B and Class C
shares. Class A shares are sold with a front-end sales charge of up to 4.25%
for purchases not exceeding $1,000,000. With respect to purchases of
$1,000,000 or more, Class A shares redeemed within one year of purchase may
be subject to a contingent deferred sales charge of 1%. Class B shares are
sold currently with a contingent deferred sales charge which declines from 3%
to zero depending on the period of time the shares are held. Class B shares
will automatically convert to Class A shares six years after the end of the
calendar month of purchase. Class C shares are subject to a contingent
deferred sales charge of 1% on redemptions made within the first year after
purchase. All three classes of shares have identical voting, dividend,
liquidation and other rights with respect to its distribution plan. The
financial statements have been prepared in conformity with U.S. generally
accepted accounting principles, which require management to make certain
estimates and assumptions that affect the reported amounts of assets and
liabilities in the financial statements and amounts of income and expenses
during the reporting period. Actual results could differ from those
estimates. Additional information about some of the items discussed in these
Notes to Financial Statements is contained in the Fund's Statement of
Additional Information, which is available upon request. The following is a
summary of significant accounting policies followed by the Fund.
1. Security Valuation
Portfolio securities are valued at their current market value determined on the
basis of market quotations or, if market quotations are not readily available
or are deemed unreliable, at "fair value" as determined in accordance with
procedures established by and under the general supervision of the Fund's
Board of Directors.
In general, the market value of securities which are readily available and
deemed reliable are determined as follows. Securities listed on a national
securities exchange or on a foreign securities exchange are valued at the
last sale price at the close of the exchange or foreign securities exchange.
If there has been no sale on such day, the securities are valued at the mean
of the closing bid and asked prices on such day. Securities listed on more
than one exchange are valued by reference to the principal exchange on which
the securities are traded; securities not listed on an exchange but traded on
The NASDAQ Stock Market, Inc. ("NASDAQ") are valued in accordance with the
NASDAQ Official Closing Price; listed put or call options are valued at the
last sale price. If there has been no sale on that day, such securities will
be valued at the closing bid prices on that day; open futures contracts and
options thereon are valued using the closing settlement price or, in
- -------------------------------------------------------------------------------
ALLIANCEBERNSTEIN AMERICAS GOVERNMENT INCOME TRUST o 17
the absence of such a price, the most recent quoted bid price. If there are no
quotations available for the day of valuation, the last available closing
settlement price is used; securities traded in the over-the-counter market,
(OTC) (but excluding securities traded on NASDAQ) are valued at the mean of
the current bid and asked prices as reported by the National Quotation Bureau
or other comparable sources; U.S. Government securities and other debt
instruments having 60 days or less remaining until maturity are valued at
amortized cost if their original maturity was 60 days or less; or by
amortizing their fair value as of the 61st day prior to maturity if their
original term to maturity exceeded 60 days; fixed-income securities,
including mortgage backed and asset backed securities, may be valued on the
basis of prices provided by a pricing service or at a price obtained from one
or more of the major broker/dealers. In cases where broker/dealer quotes are
obtained, Alliance Capital Management, L.P. (the "Adviser") may establish
procedures whereby changes in market yields or spreads are used to adjust, on
a daily basis, a recently obtained quoted price on a security; and OTC and
other derivatives are valued on the basis of a quoted bid price or spread
from a major broker/dealer in such security.
Securities for which market quotations are not readily available (including
restricted securities) or are deemed unreliable are valued at fair value.
Factors considered in making this determination may include, but are not
limited to, information obtained by contacting the issuer, analysts, analysis
of the issuer's financial statements or other available documents. In
addition, the Fund may use fair value pricing for securities primarily traded
in non-U.S. markets because, most foreign markets close well before the Fund
values its securities at 4:00 p.m., Eastern Time. The earlier close of these
foreign markets gives rise to the possibility that significant events,
including broad market moves, may have occurred in the interim and may
materially affect the value of those securities.
2. Currency Translation
Asset and liabilities denominated in foreign currencies and commitments under
forward exchange currency contracts are translated into U.S. dollars at the
mean of the quoted bid and asked prices of such currencies against the U.S.
dollar. Purchases and sales of portfolio securities are translated into U.S.
dollars at the rates of exchange prevailing when such securities were
acquired or sold. Income and expenses are translated into U.S. dollars at the
rates of exchange prevailing when accrued.
Net realized gain or loss on foreign currency transactions represents foreign
exchange gains and losses from sales and maturities of foreign fixed income
investments, foreign currency exchange contracts, holding of foreign
currencies, currency gains or losses realized between the trade and
settlement dates on foreign investment transactions, and the difference
between the amounts of dividends, interest and foreign withholding taxes
recorded on the Fund's books and the U.S. dollar equivalent amounts actually
received or paid. Net unrealized cur-
- -------------------------------------------------------------------------------
18 o ALLIANCEBERNSTEIN AMERICAS GOVERNMENT INCOME TRUST
Notes to Financial Statements
rency gains and losses from valuing foreign currency denominated assets and
liabilities at period end exchange rates are reflected as a component of
unrealized appreciation and depreciation of investments and foreign currency
denominated assets and liabilities.
3. Taxes
It is the Fund's policy to meet the requirements of the Internal Revenue Code
applicable to regulated investment companies and to distribute all of its
investment company taxable income and net realized gains, if any, to
shareholders. Therefore, no provisions for federal income or excise taxes are
required. The Fund may be subject to taxes imposed by countries in which it
invests. Such taxes are generally based on income and/or capital gains earned
or repatriated. Taxes are accrued and applied to net investment income, net
realized gains and net unrealized appreciation/depreciation as such income
and/or gains are earned.
4. Investment Income and Investment Transactions
Interest income is accrued daily. Investment transactions are accounted for on
the date securities are purchased or sold. Investment gains and losses are
determined on the identified cost basis. The Fund accretes discounts as
adjustments to interest income. Additionally, the Fund amortizes premium on
debt securities as adjustments to interest income for financial reporting
purposes only.
5. Income and Expenses
All income earned and expenses incurred by the Fund are borne on a pro-rata
basis by each settled class of shares, based on the proportionate interest in
the Fund represented by the shares of such class, except that the Fund's
Class B and Class C shares bear higher distribution and transfer agent fees
than Class A shares.
6. Dividends and Distributions
Dividends and distributions to shareholders are recorded on the ex-dividend
date. Income and capital gains distributions are determined in accordance
with federal tax regulations and may differ from those determined in
accordance with U.S. generally accepted accounting principles. To the extent
these differences are permanent, such amounts are reclassified within the
capital accounts based on their federal tax basis treatment; temporary
differences do not require such reclassification.
7. Repurchase Agreements
It is the Fund's policy that its custodian or designated subcustodian take
control of securities as collateral under repurchase agreements and to
determine on a daily basis that the value of such securities are sufficient
to cover the value of the repurchase agreements. If the seller defaults and
the value of the collateral declines, or if bankruptcy proceedings are
commenced with respect to seller of the security, realization of collateral
by the Fund may be delayed or limited.
- -------------------------------------------------------------------------------
ALLIANCEBERNSTEIN AMERICAS GOVERNMENT INCOME TRUST o 19
NOTE B
Advisory Fee and Other Transactions with Affiliates
Until September 6, 2004, under the terms of an investment advisory agreement,
the Fund paid the Adviser an advisory fee at an annual rate of .65% of the
Fund's average daily adjusted net assets. Effective September 7, 2004, the
terms of the investment advisory agreement were amended so that the advisory
fee was reduced to an annual rate of .50% of the first $2.5 billion, .45% of
the next $2.5 billion and .40% in excess of $5 billion, of the average daily
adjusted net assets of the Fund. Such fee is accrued daily and paid monthly.
Effective January 1, 2004 through September 6, 2004, in contemplation of the
final agreement with the office of New York Attorney General ("NYAG"), the
Adviser began waiving a portion of its advisory fee so as to charge the Fund
at the reduced annual rate discussed above. Through September 6, 2004, such
waiver amounted to $2,965,276. For a more complete discussion of the
Adviser's settlement with the NYAG, please see "Legal Proceedings" below.
Pursuant to the advisory agreement, the Fund may reimburse the Adviser for
certain legal and accounting services provided to the Fund by the Adviser.
For the year ended September 30, 2004, such fees amounted to $104,000.
The Fund compensates Alliance Global Investor Services, Inc. (AGIS), a
wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for
providing personnel and facilities to perform transfer agency services for
the Fund. Such compensation amounted to $1,356,072 for the year ended
September 30, 2004.
For the year ended September 30, 2004, the Fund's expenses were reduced by $194
under an expense offset arrangement with AGIS.
AllianceBernstein Investment Research and Management, Inc., (the
"Distributor"), a wholly-owned subsidiary of the Adviser, serves as the
distributor of the Fund's shares. The Distributor has advised the Fund that
it has retained front-end sales charges of $89,244 from the sales of Class A
shares and received $27,654, $790,693 and $45,257 in contingent deferred
sales charges imposed upon redemptions by shareholders of Class A, Class B
and Class C shares for the year ended September 30, 2004.
NOTE C
Distribution Services Agreement
The Fund has adopted a Distribution Services Agreement (the "Agreement")
pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the
Agreement the Fund pays distribution and servicing fees to the Distributor at
an annual rate of up to .30% of the average daily net assets attributable to
Class A shares and 1% of the average daily net assets attributable to the
Class B and
- -------------------------------------------------------------------------------
20 o ALLIANCEBERNSTEIN AMERICAS GOVERNMENT INCOME TRUST
Notes to Financial Statements
Class C shares. The fees are accrued daily and paid monthly. The Agreement
provides that the Distributor will use such payments in their entirety for
distribution assistance and promotional activities. The Distributor has
advised the Fund that it has incurred expenses in excess of the distribution
costs reimbursed by the Fund in the amount of $32,156,142 and $7,665,629 for
Class B and Class C shares, respectively; such costs may be recovered from
the Fund in future periods so long as the Agreement is in effect. In
accordance with the Agreement, there is no provision for recovery of
unreimbursed distribution costs incurred by the Distributor beyond the
current year for Class A shares. The Agreement also provides that the Adviser
may use its own resources to finance the distribution of the Fund's shares.
NOTE D
Investment Transactions
Purchases and sales of investment securities (excluding short-term investments)
for the year ended September 30, 2004, were as follows:
Purchases Sales
------------- ------------
Investment securities (excluding
U.S. government securities) $766,970,271 $1,164,966,611
U.S. government securities 760,635,978 1,099,002,507
At September 30, 2004, the cost of investments for federal income tax purposes,
gross unrealized appreciation and unrealized depreciation (excluding foreign
currency contracts, options written, futures and swap contracts) are as
follows:
Cost $1,866,804,703
-------------
Gross unrealized appreciation $ 98,111,972
Gross unrealized depreciation (25,802,651)
-------------
Net unrealized appreciation $ 72,309,321
-------------
1. Financial Futures Contracts
The Fund may buy or sell financial futures contracts for the purpose of hedging
its portfolio against adverse affects of anticipated movements in the market.
The Fund bears the market risk that arises from changes in the value of these
financial instruments and the imperfect correlation between movements in the
price of the future contracts and movements in the price of the securities
hedged or used for cover.
At the time the Fund enters into a futures contract, the Fund deposits and
maintains as collateral an initial margin as required by the exchange on
which the transaction is effected. Pursuant to the contract, the Fund agrees
to receive from or pay to the broker an amount of cash equal to the daily
fluctuation in the value of the contract. Such receipts or payments are known
as variation margin and are recorded by the Fund as unrealized gains or
losses. Risks may arise from the potential inability of a counterparty to
meet the terms of the contract. When the
- -------------------------------------------------------------------------------
ALLIANCEBERNSTEIN AMERICAS GOVERNMENT INCOME TRUST o 21
contract is closed, the Fund records a realized gain or loss equal to the
difference between the value of the contract at the time it was opened and
the time it was closed.
2. Forward Exchange Currency Contracts
The Fund may enter into forward exchange currency contracts in order to hedge
its exposure to changes in foreign currency exchange rates on its foreign
portfolio holdings and to hedge certain firm purchase and sales commitments
denominated in foreign currencies. A forward exchange currency contract is a
commitment to purchase or sell a foreign currency on a future date at a
negotiated forward rate. The gain or loss arising from the difference between
the original contract and the closing of such contract would be included in
net realized gain or loss on foreign currency transactions.
Fluctuations in the value of open forward exchange currency contracts are
recorded for financial reporting purposes as unrealized appreciation and
depreciation by the Fund.
The Fund's custodian will place and maintain cash not available for investment
or other liquid assets in a separate account of the Fund having a value at
least equal to the aggregate amount of the Fund's commitments under forward
exchange currency contracts entered into with respect to position hedges.
Risks may arise from the potential inability of the counterparty to meet the
terms of a contract and from unanticipated movements in the value of a
foreign currency relative to the U.S. dollar. The face or contract amount, in
U.S. dollars reflects the total exposure the Fund has in that particular
currency contract.
3. Option Transactions
For hedging and investment purposes, the Fund may purchase and write (sell) put
and call options on U.S. and foreign government securities and foreign
currencies that are traded on U.S. and foreign securities exchanges and
over-the-counter markets.
The risk associated with purchasing an option is that the Fund pays a premium
whether or not the option is exercised. Additionally, the Fund bears the risk
of loss of premium and change in market value should the counterparty not
perform under the contract. Put and call options purchased are accounted for
in the same manner as portfolio securities. The cost of securities acquired
through the exercise of call options is increased by premiums paid. The
proceeds from securities sold through the exercise of put options are
decreased by the premiums paid.
When the Fund writes an option, the premium received by the Fund is recorded as
a liability and is subsequently adjusted to the current market value of the
option written. Premiums received from written options which expire unexer-
- -------------------------------------------------------------------------------
22 o ALLIANCEBERNSTEIN AMERICAS GOVERNMENT INCOME TRUST
Notes to Financial Statements
cised are recorded by the Fund on the expiration date as realized gains from
options written. The difference between the premium received and the amount
paid on effecting a closing purchase transaction, including brokerage
commissions, is also treated as a realized gain, or if the premium received
is less than the amount paid for the closing purchase transaction, as a
realized loss. If a call option is exercised, the premium received is added
to the proceeds from the sale of the underlying security or currency in
determining whether the Fund has realized a gain or loss. If a put option is
exercised, the premium received reduces the cost basis of the security or
currency purchased by the Fund. In writing an option, the Fund bears the
market risk of an unfavorable change in the price of the security or currency
underlying the written option. Exercise of an option written by the Fund
could result in the Fund selling or buying a security or currency at a price
different from the current market value. Transactions in written options for
the year ended September 30, 2004 were as follows:
Number of Premium
Contracts Received
Options outstanding at
September 30, 2003 845,662,500 $1,809,351
Options written 1,080,137,900 2,236,513
Options terminated in closing
purchase transactions (811,099,300) (1,532,828)
Options expired (1,114,701,100) (2,513,036)
-------------- -----------
Options outstanding at
September 30, 2004 -0- $ -0-
-------------- -----------
4. Swap Agreements
The Fund may enter into swaps to hedge its exposure to foreign currency
interest rates and credit risk or for investment purposes. A swap is an
agreement that obligates two parties to exchange a series of cash flows at
specified intervals based upon or calculated by reference to changes in
specified prices or rates for a specified amount of an underlying asset. The
payment flows are usually netted against each other, with the difference
being paid by one party to the other.
Risks may arise as a result of the failure of the counterparty to the swap
contract to comply with the terms of the swap contract. The loss incurred by
the failure of a counterparty is generally limited to the net interim payment
to be received by the Fund, and/or the termination value at the end of the
contract. Therefore, the Fund considers the creditworthiness of each
counterparty to a swap contract in evaluating potential credit risk.
Additionally, risks may arise from unanticipated movements in interest rates
or in the value of the underlying securities or currencies.
As of October 1, 2003, the Portfolios have adopted the method of accounting for
interim payments on swap contracts in accordance with Financial Accounting
Standards Board Statement No. 133. The Fund accrues for the interim payments
- -------------------------------------------------------------------------------
ALLIANCEBERNSTEIN AMERICAS GOVERNMENT INCOME TRUST o 23
on swap contracts on a daily basis, with the net amount recorded within
unrealized appreciation/depreciation of swap contracts on the statement of
assets and liabilities. Once the interim payments are settled in cash, the
net amount is recorded as realized gain/loss on swaps, in addition to
realized gain/loss recorded upon the termination of swaps contracts on the
statements of operations. Prior to October 1, 2003, these interim payments
were reflected within interest income in the statement of operations.
Fluctuations in the value of swap contracts are recorded as a component of
net change in unrealized appreciation/depreciation of investments.
The Fund may enter into credit default swaps. The Fund may purchase credit
protection on the referenced obligation of the credit default swap ("Buy
Contract") or provide credit protection on the referenced obligation of the
credit default swap ("Sale Contract"). A sale/(buy) in a credit default swap
provides upon the occurrence of a credit event, as defined in the swap
agreement, for the Fund to buy/(sell) from/(to) the counterparty at the
notional amount (the "Notional Amount") and receive/(deliver) the principal
amount of the referenced obligation. If a credit event occurs, the maximum
payout amount for a Sale Contract is limited to the Notional Amount of the
swap contract ("Maximum Payout Amount"). During the term of the swap
agreement, the Fund receives/(pays) semi-annual fixed payments from/(to) the
respective counterparty, calculated at the agreed upon interest rate applied
to the Notional Amount. These interim payments are recorded within unrealized
appreciation/depreciation of swap contracts on the statement of assets and
liabilities.
Credit default swaps may involve greater risks than if a Fund had invested in
the referenced obligation directly. Credit default swaps are subject to
general market risk, liquidity risk, counterparty risk and credit risk. If
the Fund is a buyer and no credit event occurs, it will lose its investment.
In addition, if the Fund is a seller and a credit event occurs, the value of
the referenced obligation received by the Fund coupled with the periodic
payments previously received, may be less than the Maximum Payout Amount it
pays to the buyer, resulting in a loss to the Fund.
At September 30, 2004, the Fund had Sale Contracts outstanding with Maximum
Payout Amounts aggregating $4,465,000, with net unrealized appreciation of
$235,082 and terms up to two years, as reflected in the portfolio of
investments.
In certain circumstances, the Fund may hold Sale Contracts on the same
referenced obligation and with the same counterparty it has purchased credit
protection, which may reduce its obligation to make payments on Sale
Contracts, if a credit event occurs. The Fund had no Buy Contracts
outstanding as of September 30, 2004.
- -------------------------------------------------------------------------------
24 o ALLIANCEBERNSTEIN AMERICAS GOVERNMENT INCOME TRUST
Notes to Financial Statements
NOTE E
Capital Stock
There are 9,000,000,000 shares of $0.001 par value capital stock authorized,
divided into three classes, designated Class A, Class B, and Class C shares.
Each class consists of 3,000,000,000 authorized shares. Transactions in
capital stock were as follows:
SHARES
- ---------------------------------------------------------------------------------
December 1,
Year Ended 2002 to Year Ended
September 30, September 30, November 30,
2004 2003* 2002
- ---------------------------------------------------------------------------------
Class A
Shares sold 9,805,711 57,709,198 48,951,042
- ---------------------------------------------------------------------------------
Shares issued in
reinvestment
of dividends and
distributions 4,359,020 3,960,011 5,688,032
- ---------------------------------------------------------------------------------
Shares converted
from Class B 11,492,227 1,163,358 9,976,855
- ---------------------------------------------------------------------------------
Shares redeemed (36,107,067) (60,349,102) (69,401,868)
- ---------------------------------------------------------------------------------
Net increase
(decrease) (10,450,109) 2,483,465 (4,785,939)
- ---------------------------------------------------------------------------------
Class B
Shares sold 6,425,112 14,372,306 30,870,456
- ---------------------------------------------------------------------------------
Shares issued in
reinvestment
of dividends and
distributions 2,281,306 2,571,804 4,215,125
- ---------------------------------------------------------------------------------
Shares converted
to Class A (11,492,227) (1,163,358) (9,975,974)
- ---------------------------------------------------------------------------------
Shares redeemed (24,720,851) (31,428,197) (42,851,229)
- ---------------------------------------------------------------------------------
Net decrease (27,506,660) (15,647,445) (17,741,622)
- ---------------------------------------------------------------------------------
Class C
Shares sold 4,181,811 6,082,021 9,952,547
- ---------------------------------------------------------------------------------
Shares issued
in reinvestment
of dividends
and distributions 1,224,520 1,060,938 1,697,005
- ---------------------------------------------------------------------------------
Shares redeemed (10,314,487) (8,353,348) (15,272,975)
- ---------------------------------------------------------------------------------
Net decrease (4,908,156) (1,210,389) (3,623,423)
- ---------------------------------------------------------------------------------
* The Fund changed its fiscal year end from November 30 to September 30.
- -------------------------------------------------------------------------------
ALLIANCEBERNSTEIN AMERICAS GOVERNMENT INCOME TRUST o 25
AMOUNT
- ---------------------------------------------------------------------------------
December 1,
Year Ended 2002 to Year Ended
September 30, September 30, November 30,
2004 2003* 2002
- ---------------------------------------------------------------------------------
Class A
Shares sold $72,911,900 $422,454,291 $337,222,989
- ---------------------------------------------------------------------------------
Shares issued
in reinvestment
of dividends
and
distributions 32,291,935 29,133,663 39,215,571
- ---------------------------------------------------------------------------------
Shares converted
from Class B 85,071,349 8,771,717 68,642,710
- ---------------------------------------------------------------------------------
Shares redeemed (267,523,898) (442,778,898) (477,745,407)
- ---------------------------------------------------------------------------------
Net increase
(decrease) $(77,248,714) $17,580,773 $(32,664,137)
- ---------------------------------------------------------------------------------
Class B
Shares sold $47,930,119 $104,488,498 $213,117,586
- ---------------------------------------------------------------------------------
Shares issued
in reinvestment
of dividends
and
distributions 16,918,985 18,717,097 29,081,877
- ---------------------------------------------------------------------------------
Shares converted
to Class A (85,071,349) (8,771,717) (68,642,710)
- ---------------------------------------------------------------------------------
Shares redeemed (183,297,887) (229,896,065) (294,529,545)
- ---------------------------------------------------------------------------------
Net decrease $(203,520,132) $(115,462,187) $(120,972,792)
- ---------------------------------------------------------------------------------
Class C
Shares sold $31,353,715 $44,524,191 $68,984,390
- ---------------------------------------------------------------------------------
Shares issued
in reinvestment
of dividends
and
distributions 9,103,868 7,772,014 11,736,602
- ---------------------------------------------------------------------------------
Shares redeemed (76,581,554) (61,169,515) (105,192,565)
- ---------------------------------------------------------------------------------
Net decrease $(36,123,971) $(8,873,310) $(24,471,573)
- ---------------------------------------------------------------------------------
* The Fund changed its fiscal year end from November 30 to September 30.
NOTE F
Bank Borrowing
The Fund entered into a Revolving Credit Agreement with Deutsche Bank AG, New
York Branch on June 4, 1998. The maximum credit available under the credit
facility is $250,000,000 and requires no collateralization. On May 11, 2004,
the $250,000,000 balance matured and the credit agreement was terminated.
Interest payments were based on the European Euro margin plus the applicable
European Euro rate. The Fund was also obligated to pay Deutsche Bank AG, New
York Branch a facility fee computed at the rate of .10% per annum on the daily
amount of the total commitment as in effect. There was no loan outstanding
under the Credit Agreement for the year ended September 30, 2004.
NOTE G
Security Lending
The Fund may make secured loans of portfolio securities to brokers, dealers and
financial institutions, provided that cash, liquid high-grade debt securities
or bank letters of credit equal to at least 100% of the market values of the
securities loaned is deposited and maintained by the borrower with the Fund.
- -------------------------------------------------------------------------------
26 o ALLIANCEBERNSTEIN AMERICAS GOVERNMENT INCOME TRUST
Notes to Financial Statements
The risks in lending portfolio securities, as with other extensions of credit,
consist of possible loss of rights in the collateral should the borrower fail
financially. In determining whether to lend securities to a particular
borrower, the Adviser will consider all relevant facts and circumstances,
including the creditworthiness of the borrower. While securities are on loan,
the borrower will pay the Fund any income earned thereon and the Fund may
invest any cash collateral in portfolio securities, thereby earning additional
income, or receive an agreed upon amount of income from a borrower who has
delivered equivalent collateral. When such securities are borrowed against
cash, the Fund agrees to pay the borrower of such securities a "rebate rate"
for the use of the cash the borrower has pledged as collateral. As of September
30, 2004, the Fund had no securities on loan.
NOTE H
Risks Involved in Investing in the Fund
Interest Rate Risk and Credit Risk--Interest rate risk is the risk that changes
in interest rates will affect the value of the Fund's investments in
fixed-income debt securities such as bonds or notes. Increases in interest
rates may cause the value of the Fund's investments to decline. Credit risk is
the risk that the issuer or guarantor of a debt security, or the counterparty
to a derivative contract, will be unable or unwilling to make timely principal
and/or interest payments, or to otherwise honor its obligations. The degree of
risk for a particular security may be reflected in its credit risk rating.
Credit risk is greater for medium quality and lower-rated securities.
Lower-rated debt securities and similar unrated securities (commonly known as
"junk bonds") have speculative elements or are predominantly speculative risks.
Concentration of Risk--Investing in securities of foreign companies or foreign
governments involves special risks which include changes in foreign exchange
rates and the possibility of future political and economic developments which
could adversely affect the value of such securities. Moreover, securities of
many foreign companies or foreign governments and their markets may be less
liquid and their prices more volatile than those of comparable United States
companies or of the United States government.
Indemnification Risk--In the ordinary course of business, the Fund enters into
contracts that contain a variety of indemnifications. The Fund's maximum
exposure under these arrangements is unknown. However, the Fund has not had
prior claims or losses pursuant to these indemnification provisions and expects
the risk of loss thereunder to be remote.
NOTE I
Joint Credit Facility
A number of open-end mutual funds managed by the Adviser, including the Fund,
participate in a $500 million revolving credit facility (the "Facility")
intended to provide short-term financing if necessary, subject to certain
restric-
- -------------------------------------------------------------------------------
ALLIANCEBERNSTEIN AMERICAS GOVERNMENT INCOME TRUST o 27
tions in connection with abnormal redemption activity. Commitment fees related
to the Facility are paid by the participating funds and are included in
miscellaneous expenses in the statement of operations. The Fund did not utilize
the Facility during the year ended September 30, 2004.
NOTE J
Distributions to Shareholders
The tax character of distributions paid for the year ending September 30, 2004
and fiscal years ended September 30, 2003 and November 30, 2002 were as follows:
2004 2003 2002
---------------- ------------ -----------
Distributions paid from:
Ordinary income $126,899,474 $131,916,725 $172,500,727
---------------- ------------ -----------
Total taxable distributions 126,899,474 131,916,725 172,500,727
Tax return of capital -0- -0- 17,115,251
---------------- ------------ -----------
Total distributions paid $126,899,474 $131,916,725 $189,615,978
---------------- ------------ -----------
As of September 30, 2004, the components of accumulated earnings/(deficit) on a
tax basis were as follows:
Undistributed ordinary income $11,010,044
Accumulated capital and other losses
(262,841,376)(a)
Unrealized appreciation/(depreciation)
72,421,589(b)
-------------
Total accumulated earnings/(deficit) $(179,409,743)
-------------
(a) On September 30, 2004, the Fund had a net capital loss carryforward of
$232,169,813, of which $12,641,413 expires in the year 2008, $206,928,807
expires in the year 2009 and $12,599,593 expires in the year 2010. To the
extent future capital gains are offset by capital loss carryforwards, such
gains will not be distributed. During the fiscal year, the Fund utilized
capital loss carryforwards of $41,685,635. As of September 30, 2004, the Fund
deferred tax straddle losses of $22,009,327. Net capital losses incurred after
October 31, and within the taxable year are deemed to arise on the first
business day of the Fund's next taxable year. For the year ended September 30,
2004 the Fund deferred to October 1, 2004 post October currency losses of
$8,662,237.
(b) The difference between book-basis and tax basis unrealized
appreciation/(depreciation) is attributable primarily to the tax deferral of
losses on wash sales, the realization for tax purposes of unrealized
gains/losses on certain derivative instruments, the difference between book and
tax amortization methods for premium and the difference between book and tax
treatment of swap income.
During the current fiscal year, permanent differences, primarily due to the tax
treatment of bond premium, the tax treatment of swap income and the tax
treatment of foreign currency gains and losses, resulted in a net decrease in
distributions in excess of net investment income, an increase in accumulated
net realized loss on investments, foreign currency transactions and futures
contracts, and an increase in additional paid-in capital. This reclassification
had no effect on net assets.
- -------------------------------------------------------------------------------
28 o ALLIANCEBERNSTEIN AMERICAS GOVERNMENT INCOME TRUST
Notes to Financial Statements
NOTE K
Legal Proceedings
As has been previously reported, the staff of the U.S. Securities and Exchange
Commission ("SEC") and the NYAG have been investigating practices in the mutual
fund industry identified as "market timing" and "late trading" of mutual fund
shares. Certain other regulatory authorities have also been conducting
investigations into these practices within the industry and have requested that
the Adviser provide information to them. The Adviser has been cooperating and
will continue to cooperate with all of these authorities.
On December 18, 2003, the Adviser confirmed that it had reached terms with the
SEC and the NYAG for the resolution of regulatory claims relating to the
practice of "market timing" mutual fund shares in some of the AllianceBernstein
Mutual Funds. The agreement with the SEC is reflected in an Order of the
Commission ("SEC Order"). The agreement with the NYAG is memorialized in an
Assurrance of Discontinuance dated September 1, 2004 ("NYAG Order"). Among the
key provisions of these agreements are the following:
(i) The Adviser agreed to establish a $250 million fund (the "Reimbursement
Fund") to compensate mutual fund shareholders for the adverse effects of market
timing attributable to market timing relationships described in the SEC Order.
According to the SEC Order, the Reimbursement Fund is to be paid, in order of
priority, to fund investors based on (i) their aliquot share of losses
suffered by the fund due to marke timing, and (ii) a proportionate share of
advisory fees paid by such fund during the period of such market timing;
(ii) The Adviser agreed to reduce the advisory fees it receives from some of
the AllianceBernstein long-term, open-end retail funds until December 31, 2008;
and
(iii) The Adviser agreed to implement changes to its governance and
compliance procedures. Additionally, the SEC Order and the NYAG Order
contemplate that the Adviser's registered investment company clients, including
the Fund, will introduce governance and compliance changes.
In anticipation of final, definitive documentation of the NYAG Order and
effective January 1, 2004, the Adviser began waiving a portion of its advisory
fee. On September 7, 2004, the Fund's investment advisory agreement was amended
to reflect the reduced advisory fee. For more information on this waiver and
amendment to the Fund's investment advisory agreement, please see "Advisory Fee
and Other Transactions with Affiliates" above.
A special committee of the Adviser's Board of Directors, comprised of the
members of the Adviser's Audit Committee and the other independent member of
the
- -------------------------------------------------------------------------------
ALLIANCEBERNSTEIN AMERICAS GOVERNMENT INCOME TRUST o 29
Adviser's Board, is continuing to direct and oversee an internal investigation
and a comprehensive review of the facts and circumstances relevant to the SEC's
and the NYAG's investigations.
In addition, the Independent Directors of the Fund ("the Independent
Directors") have initiated an investigation of the above-mentioned matters with
the advice of an independent economic consultant and independent counsel. The
Independent Directors have formed a special committee to supervise the
investigation.
On October 2, 2003, a putative class action complaint entitled Hindo et al. v.
AllianceBernstein Growth & Income Fund et al. (the "Hindo Complaint") was filed
against the Adviser; Alliance Capital Management Holding L.P.; Alliance Capital
Management Corporation; AXA Financial, Inc.; certain of the AllianceBernstein
Mutual Funds, including the Fund; Gerald Malone; Charles Schaffran
(collectively, the "Alliance Capital defendants"); and certain other defendants
not affiliated with the Adviser. The Hindo Complaint was filed in the United
States District Court for the Southern District of New York by alleged
shareholders of two of the AllianceBernstein Mutual Funds. The Hindo Complaint
alleges that certain of the Alliance Capital defendants failed to disclose that
they improperly allowed certain hedge funds and other unidentified parties to
engage in late trading and market timing of AllianceBernstein Fund securities,
violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of
the Exchange Act, and Sections 206 and 215 of the Advisers Act. Plaintiffs seek
an unspecified amount of compensatory damages and rescission of their contracts
with the Adviser, including recovery of all fees paid to the Adviser pursuant
to such contracts.
Since October 2, 2003, numerous additional lawsuits making factual allegations
similar to those in the Hindo Complaint were filed against the Adviser and
certain other defendants, some of which name the Fund as a defendant. All of
these lawsuits seek an unspecified amount of damages. The lawsuits are now
pending in the United States District Court for the District of Maryland
pursuant to a ruling by the Judicial Panel on Multidistrict Litigation
transferring and centralizing all of the mutual funds involving market and late
trading in the District of Maryland.
As a result of the matters discussed above, investors in the AllianceBernstein
Mutual Funds may choose to redeem their investments. This may require the
AllianceBernstein Mutual Funds to sell investments held by those funds to
provide for sufficient liquidity and could also have an adverse effect on the
investment performance of the AllianceBernstein Mutual Funds.
The Adviser and approximately twelve other investment management firms were
publicly mentioned in connection with the settlement by the SEC of charges that
- -------------------------------------------------------------------------------
30 o ALLIANCEBERNSTEIN AMERICAS GOVERNMENT INCOME TRUST
Notes to Financial Statements
an unaffiliated broker/dealer violated federal securities laws relating to its
receipt of compensation for selling specific mutual funds and the disclosure of
such compensation. The SEC has indicated publicly that, among other things, it
is considering enforcement action in connection with mutual funds' disclosure
of such arrangements and in connection with the practice of considering mutual
fund sales in the direction of brokerage commissions from fund portfolio
transactions. The SEC has issued subpoenas to the Adviser in connection with
this matter and the Adviser has provided documents and other information to the
SEC and is cooperating fully with its investigation.
On June 22, 2004, a purported class action complaint entitled Aucoin, et al. v.
Alliance Capital Management L.P., et al. ("Aucoin Complaint") was filed against
the Adviser, Alliance Capital Management Holding L.P., Alliance Capital
Management Corporation, AXA Financial, Inc., AllianceBernstein Investment
Research & Management, Inc., certain current and former directors of the
AllianceBernstein Mutual Funds, and unnamed Doe defendants. The Aucoin
Complaint names certain of the AllianceBernstein mutual funds as nominal
defendants. The Aucoin Complaint was filed in the United States District Court
for the Southern District of New York by an alleged shareholder of an
AllianceBernstein mutual fund. The Aucoin Complaint alleges, among other
things, (i) that certain of the defendants improperly authorized the payment of
excessive commissions and other fees from fund assets to broker-dealers in
exchange for preferential marketing services, (ii) that certain of the
defendants misrepresented and omitted from registration statements and other
reports material facts concerning such payments, and (iii) that certain
defendants caused such conduct as control persons of other defendants. The
Aucoin Complaint asserts claims for violation of Sections 34(b), 36(b) and
48(a) of the Investment Company Act, Sections 206 and 215 of the Advisers Act,
breach of common law fiduciary duties, and aiding and abetting breaches of
common law fiduciary duties. Plaintiffs seek an unspecified amount of
compensatory damages and punitive damages, rescission of their contracts with
the Adviser, including recovery of all fees paid to the Adviser pursuant to
such contracts, an accounting of all fund-related fees, commissions and soft
dollar payments, and restitution of all unlawfully or discriminatorily obtained
fees and expenses.
Since June 22, 2004, numerous additional lawsuits making factual allegations
substantially similar to those in the Aucoin Complaint were filed against the
Adviser and certain other defendants, and others may be filed.
It is possible that these matters and/or other developments resulting from
these matters could result in increased redemptions of the Fund's shares or
other adverse consequences to the Fund. However, the Adviser believes that
these matters are not likely to have a material adverse effect on its ability
to perform advisory services relating to the Fund.
- -------------------------------------------------------------------------------
ALLIANCEBERNSTEIN AMERICAS GOVERNMENT INCOME TRUST o 31
FINANCIAL HIGHLIGHTS
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
Class A
------------------------------------------------------------------------------
Year December
Ended 1, 2002 to Year Ended November 30,
September 30, September --------------------------------------------------
2004(a) 30, 2003(b) 2002(c) 2001 2000 1999
----------- ----------- ----------- ----------- ----------- -----------
Net asset value,
beginning of period $7.54 $6.86 $7.07 $7.55 $7.28 $7.59
Income From Investment
Operations
Net investment income(d) .50(e) .44 .56 .77 .75 .87
Net realized and unrealized
gain (loss) on investment
and foreign currency
transactions (.16) .73 (.11) (.50) .34 (.25)
Net increase in net asset
value from operations .34 1.17 .45 .27 1.09 .62
Less: Dividends and
Distributions
Dividends from net
investment income (.53) (.49) (.60) (.75) (.49) (.64)
Distributions in excess of
net investment income -0- -0- -0- -0- -0- (.11)
Tax return of capital -0- -0- (.06) -0- (.33) (.18)
Total dividends and
distributions (.53) (.49) (.66) (.75) (.82) (.93)
Net asset value,
end of period $7.35 $7.54 $6.86 $7.07 $7.55 $7.28
Total Return
Total investment return based
on net asset value(f) 4.72% 17.48% 6.69% 3.32% 15.80% 8.56%
Ratios/Supplemental Data
Net assets, end of period
(000's omitted) $956,690 $1,060,244 $947,300 $1,009,606 $979,126 $730,468
Ratio to average net assets of:
Expenses, net of waivers/
reimbursements 1.25% 1.49%(g) 1.57% 1.96% 2.26% 2.09%
Expenses, before waivers/
reimbursements 1.41% 1.49%(g) 1.57% 1.96% 2.26% 2.09%
Expenses, before waivers/
reimbursements excluding
interest expense 1.27% 1.26%(g) 1.28% 1.23% 1.33% 1.38%
Net investment income 6.80%(e) 7.28%(g) 8.19% 10.07% 10.03% 11.72%
Portfolio turnover rate 76% 60% 160% 315% 234% 158%
See footnote summary on page 35.
- -------------------------------------------------------------------------------
32 o ALLIANCEBERNSTEIN AMERICAS GOVERNMENT INCOME TRUST
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
Financial Highlights
Class B
------------------------------------------------------------------------------
Year December
Ended 1, 2002 to Year Ended November 30,
September 30, September --------------------------------------------------
2004(a) 30, 2003(b) 2002(c) 2001 2000 1999
----------- ----------- ----------- ----------- ----------- -----------
Net asset value,
beginning of period $7.54 $6.86 $7.07 $7.58 $7.31 $7.61
Income From Investment
Operations
Net investment income(d) .45(e) .40 .51 .69 .69 .81
Net realized and unrealized
gain (loss) on investment
and foreign currency
transactions (.16) .73 (.11) (.50) .36 (.25)
Net increase in net asset
value from operations .29 1.13 .40 .19 1.05 .56
Less: Dividends and
Distributions
Dividends from net
investment income (.48) (.45) (.55) (.70) (.48) (.59)
Distributions in excess of
net investment income -0- -0- -0- -0- -0- (.10)
Tax return of capital -0- -0- (.06) -0- (.30) (.17)
Total dividends and
distributions (.48) (.45) (.61) (.70) (.78) (.86)
Net asset value,
end of period $7.35 $7.54 $6.86 $7.07 $7.58 $7.31
Total Return
Total investment return based
on net asset value(f) 3.98% 16.84% 5.92% 2.20% 14.99% 7.79%
Ratios/Supplemental Data
Net assets, end of period
(000's omitted) $476,171 $696,043 $740,782 $888,457 $826,340 $1,011,395
Ratio to average net assets of:
Expenses, net of waivers/
reimbursements 1.98% 2.21%(g) 2.28% 2.66% 2.93% 2.78%
Expenses, before waivers/
reimbursements 2.15% 2.21%(g) 2.28% 2.66% 2.93% 2.78%
Expenses, before waivers/
reimbursements excluding
interest expense 1.99% 1.98%(g) 2.00% 1.94% 2.03% 2.08%
Net investment income 6.07%(e) 6.59%(g) 7.47% 9.06% 9.37% 10.97%
Portfolio turnover rate 76% 60% 160% 315% 234% 158%
See footnote summary on page 35.
- -------------------------------------------------------------------------------
ALLIANCEBERNSTEIN AMERICAS GOVERNMENT INCOME TRUST o 33
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
Class C
------------------------------------------------------------------------------
Year December
Ended 1, 2002 to Year Ended November 30,
September 30, September --------------------------------------------------
2004(a) 30, 2003(b) 2002(c) 2001 2000 1999
----------- ----------- ----------- ----------- ----------- -----------
Net asset value,
beginning of period $7.57 $6.88 $7.09 $7.58 $7.31 $7.61
Income From Investment
Operations
Net investment income(d) .45(e) .40 .52 .71 .70 .81
Net realized and unrealized
gain (loss) on investment
and foreign currency
transactions (.16) .74 (.12) (.50) .35 (.25)
Net increase in net asset
value from operations .29 1.14 .40 .21 1.05 .56
Less: Dividends and
Distributions
Dividends from net
investment income (.48) (.45) (.55) (.70) (.47) (.59)
Distributions in excess of
net investment income -0- -0- -0- -0- -0- (.10)
Tax return of capital -0- -0- (.06) -0- (.31) (.17)
Total dividends and
distributions (.48) (.45) (.61) (.70) (.78) (.86)
Net asset value,
end of period $7.38 $7.57 $6.88 $7.09 $7.58 $7.31
Total Return
Total investment return based
on net asset value(f) 3.97% 16.94% 5.91% 2.48% 14.99% 7.79%
Ratios/Supplemental Data
Net assets, end of period
(000's omitted) $251,666 $295,295 $277,015 $310,985 $267,646 $258,696
Ratio to average net assets of:
Expenses, net of waivers/
reimbursements 1.96% 2.20%(g) 2.27% 2.65% 2.95% 2.78%
Expenses, before waivers/
reimbursements 2.12% 2.20%(g) 2.27% 2.65% 2.95% 2.78%
Expenses, before waivers/
reimbursements excluding
interest expense 1.97% 1.97%(g) 1.99% 1.93% 2.03% 2.08%
Net investment income 6.07%(e) 6.56%(g) 7.45% 9.34% 9.35% 10.98%
Portfolio turnover rate 76% 60% 160% 315% 234% 158%
See footnote summary on page 35.
- -------------------------------------------------------------------------------
34 o ALLIANCEBERNSTEIN AMERICAS GOVERNMENT INCOME TRUST
Financial Highlights
(a) As of October 1, 2003, the Fund has adopted the method of accounting for
interim payments on swap contracts in accordance with Financial Accounting
Standards Board Statement No. 133. These interim payments are reflected within
net realized and unrealized gain (loss) on swap contracts, however, prior to
October 1, 2003, these interim payments were reflected within interest
income/expense on the statement of operations. The effect of this change for
the fiscal year ended September 30, 2004, was to decrease net investment income
per share by $0.0002 for Class A, B and C and increase net realized and
unrealized gain (loss) on investment transactions per share by $0.0002 for
Class A, B and C. Consequently, the ratios of net investment income to average
net assets were decreased by 0.003% for Class A, B and C respectively.
(b) The Fund changed its fiscal year end from November 30 to September 30.
(c) As required, effective December 1, 2001, the Fund has adopted the
provisions of the AICPA Audit and Accounting Guide, Audits of Investment
Companies, and began amortizing premium on debt securities for financial
statement reporting purposes only. The effect of this change for the year ended
November 30, 2002 was to decrease net investment income per share by $.04,
decrease net realized and unrealized loss on investments per share by $.04 for
Class A, B and C, respectively, and decrease the ratio of net investment income
to average net assets from 8.83% to 8.19% for Class A, from 8.10% to 7.47% for
Class B and from 8.09% to 7.45% for Class C. Per share, ratios and supplemental
data for periods prior to December 1, 2001 have not been restated to reflect
this change in presentation.
(d) Based on average shares outstanding.
(e) Net of waivers/reimbursement by the Adviser.
(f) Total investment return is calculated assuming an initial investment made
at the net asset value at the beginning of the period, reinvestment of all
dividends and distributions at net asset value during the period, and
redemption on the last day of the period. Initial sales charges or contingent
deferred sales charges are not reflected in the calculation of total investment
return. Total return does not reflect the deduction of taxes that a shareholder
would pay on fund distributions or the redemption of fund shares. Total
investment return calculated for a period of less than one year is not
annualized.
(g) Annualized.
- -------------------------------------------------------------------------------
ALLIANCEBERNSTEIN AMERICAS GOVERNMENT INCOME TRUST o 35
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of AllianceBernstein Americas
Government Income Trust, Inc
We have audited the accompanying statement of assets and liabilities of
AllianceBernstein Americas Government Income Trust, Inc., (the "Fund"),
including the portfolio of investments, as of September 30, 2004, the related
statements of operations, changes in net assets, cash flows, and the financial
highlights for the periods indicated therein. These financial statements and
financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements and financial highlights are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures
included confirmation of securities owned as of September 30, 2004, by
correspondence with the custodian and others. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of the
AllianceBernstein Americas Government Income Trust, Inc. at September 30, 2004,
the results of its operations and its cash flows, the changes in its net
assets, and the financial highlights for the periods indicated therein, in
conformity with U.S. generally accepted accounting principles.
/s/ ERNST & YOUNG LLP
New York, New York
November 22, 2004
- -------------------------------------------------------------------------------
36 o ALLIANCEBERNSTEIN AMERICAS GOVERNMENT INCOME TRUST
BOARD OF DIRECTORS
Board of Directors
William H. Foulk, Jr.(1),Chairman
Marc O.Mayer,President
Ruth Block(1)
David H. Dievler(1)
John H. Dobkin(1)
Donald J. Robinson(1)
OFFICERS
Philip L. Kirstein, Senior Vice President and Independent Compliance Officer
Paul J. DeNoon(2), Vice President
Michael L. Mon(2), Vice President
Douglas J. Peebles(2), Vice President
Mark R. Manley, Secretary
Mark D. Gersten, Treasurer and Chief Financial Officer
Vincent S. Noto, Controller
Custodian
Brown Brothers Harriman & Co.
40 Water Street
Boston, MA 02109
Principal Underwriter
AllianceBernstein Investment
Research and Management, Inc.
1345 Avenue of the Americas
New York, NY 10105
Legal Counsel
Seward & Kissel LLP
One Battery Park Plaza
New York, NY 10004
Transfer Agent
Alliance Global Investor Services, Inc.
P.O. Box 786003
San Antonio, TX 78278-6003
Toll-free (800) 221-5672
Independent Registered
Public Accounting Firm
Ernst & Young LLP
5 Times Square
New York, NY 10036
(1) Member of the Audit Committee and Governance and Nominating Committee.
(2) Messrs. DeNoon, Mon and Peebles are the persons primarily responsible for
the day-to-day management of the Fund's investment portfolio.
- -------------------------------------------------------------------------------
ALLIANCEBERNSTEIN AMERICAS GOVERNMENT INCOME TRUST o 37
MANAGEMENT OF THE FUND
Board of Directors Information
The business and affairs of the Fund are managed under the direction of the
Board of Directors. Certain information concerning the Fund's Directors is set
forth below.
PORTFOLIOS
IN FUND OTHER
NAME, ADDRESS, PRINCIPAL COMPLEX DIRECTORSHIPS
DATE OF BIRTH OCCUPATION(S) OVERSEEN BY HELD BY
(YEAR ELECTED*) DURING PAST 5 YEARS DIRECTOR DIRECTOR
- -------------------------------------------------------------------------------------------------------
INTERESTED DIRECTOR
Marc O.Mayer, + Executive Vice President of ACMC 68 None
1345 Avenue of the since 2001; prior thereto, Chief
Americas, Executive Officer of Sanford C.
New York, NY 10105 Bernstein & Co., LLC and its
10/2/57 predecessor since prior to 1999.
(2003)
DISINTERESTED DIRECTORS
William H. Foulk, Jr., # Investment adviser and an inde- 116 None
2 Sound View Drive pendent consultant. He was
Suite 100 formerly Senior Manager of Barrett
Greenwich, CT 06830 Associates, Inc., a registered
9/7/32 investment adviser, with which
(1992) he had been associated since prior
Chairman of the Board to 1999. He was formerly Deputy
Comptroller and Chief Investment
Officer of the State of New York and,
prior thereto, Chief Investment
Officer of the New York Bank for
Savings.
Ruth Block, #, ++ Formerly Executive Vice President 96 None
500 SE Mizner Blvd. and Chief Insurance Officer of The
Boca Raton, FL 33432 Equitable Life Assurance Society
11/7/30 of the United States; Chairman and
(1992) Chief Executive Officer of Evlico;
Director of Avon, BP (oil and gas),
Ecolab Incorporated (specialty
chemicals), Tandem Financial Group
and Donaldson, Lufkin & Jenrette
Securities Corporation; former
Governor at Large National Association
of Securities Dealers, Inc.
- -------------------------------------------------------------------------------
38 o ALLIANCEBERNSTEIN AMERICAS GOVERNMENT INCOME TRUST
Management of the Fund
PORTFOLIOS
IN FUND OTHER
NAME, ADDRESS, PRINCIPAL COMPLEX DIRECTORSHIPS
DATE OF BIRTH OCCUPATION(S) OVERSEEN BY HELD BY
(YEAR ELECTED*) DURING PAST 5 YEARS DIRECTOR DIRECTOR
- -------------------------------------------------------------------------------------------------------
David H. Dievler, # Independent consultant. Until 100 None
P.O. Box 167 December 1994, Senior Vice
Spring Lake, NJ 07762 President of Alliance Capital
10/23/29 Management Corporation
(1992) ("ACMC") responsible for mutual
fund administration. Prior to
joining ACMC in 1984, he was Chief
Financial Officer of Eberstadt Asset
Management since 1968. Prior to that,
he was a Senior Manager at Price
Waterhouse & Co. Member of the
American Institute of Certified
Public Accountants since 1953.
John H. Dobkin, # Consultant. Formerly President 98 None
P.O. Box 12 of Save Venice, Inc. (preservation
Annandale, NY 12504 organization) from 2001-2002,
2/19/42 a Senior Advisor from June
(1992) 1999-June 2000 and President
of Historic Hudson Valley
(historic preservation) from
December 1989-May 1999.
Previously, Director of the
National Academy of Design
and during 1988-1992, he was
Director and Chairman of the
Audit Committee of ACMC.
Donald J. Robinson, # Senior Counsel to the law firm of 96 None
98 Hell's Peak Road Orrick, Herrington & Sutcliffe LLP
Weston, VT 05161 since prior to 1999. Formerly a
8/24/34 senior partner and a member of
(1996) the Executive Committee of that
firm. He was also a member and
Chairman of the Municipal Securities
Rulemaking Board and a Trustee of
the Museum of the City of New York.
* There is no stated term of office for the Fund's directors.
# Member of the Audit Committee and Governance & Nominating Committee.
+ Mr. Mayer is an "interested person", as defined in the 1940 Act, due to his
position as Executive Vice President of ACMC.
++ Ms. Block was an "interested person" as defined in the 1940 Act, until
October 21, 2004 by reason of her ownership of 116 American Depositary Shares
of AXA, having a value of approximately $2,396. AXA is a controlling person of
ACMC. Ms. Block received shares of the Equitable Companies Incorporated as part
of the demutualization of The Equitable Life Assurance Society of the United
States, which were subsequently converted through a corporate action into 116
American Depositary Shares of AXA.
- -------------------------------------------------------------------------------
ALLIANCEBERNSTEIN AMERICAS GOVERNMENT INCOME TRUST o 39
Officer Information
Certain information concerning the Fund's Officers is listed below.
Name, Address* and Position(s) Principal Occupation
Date of Birth Held With Fund During Past 5 Years**
- ------------------------------------------------------------------------------------------------------------
Marc O.Mayer, 10/2/57 President See biography above.
Philip L. Kirstein, 5/29/45 Senior Vice President Senior Vice President and Independent
& Independent Compliance Officer--Mutual Funds of
Compliance Officer ACMC,**with which he has been associated
since October 2004. Prior thereto, he was
Counsel of Kirkpatrick & Lockhart, LLP
from 2003 to October 2004, and General
Counsel and First Vice President of
Merrill Lynch Investment Managers since
prior to 1999.
Paul J. DeNoon, 4/18/62 Vice President Senior Vice President of ACMC,** with
which he has been associated since prior
to 1999.
Michael L. Mon, 3/2/69 Vice President Vice President of ACMC, with which he has
been associated since prior to June 1999.
Douglas J. Peebles, Vice President Executive Vice President of ACMC, with
8/10/65 which he has been associated since prior
to 1999.
Mark R. Manley, 10/23/62 Secretary Senior Vice President, Deputy General
Counsel and Chief Compliance Officer of
ACMC,** with which he has been associated
since prior to 1999.
Mark D. Gersten, Treasurer and Chief Senior Vice President of AGIS,** and
10/4/50 Financial Officer Vice President of ABIRM,** with which he
has been associated since prior to 1999.
Vincent S. Noto, 12/14/64 Controller Vice President of AGIS,** with which he
has been associated since prior to 1999.
* The address for each of the Fund's Officers is 1345 Avenue of the Americas,
New York, NY 10105.
** ACMC, ABIRM, and AGIS are affiliates of the Fund.
The Fund's Statement of Additional Information ("SAI") has additional
information about the Fund's Directors and Officers and is available without
charge upon request. Contact your financial representative or Alliance Capital
at 1-800-227-4618 for a free prospectus or SAI.
- -------------------------------------------------------------------------------
40 o ALLIANCEBERNSTEIN AMERICAS GOVERNMENT INCOME TRUST
ALLIANCEBERNSTEIN FAMILY OF FUNDS
AllianceBernstein Family of Funds
Wealth Strategies Funds
Balanced Wealth Strategy
Wealth Appreciation Strategy
Wealth Preservation Strategy
Tax-Managed Balanced Wealth Strategy
Tax-Managed Wealth Appreciation Strategy
Tax-Managed Wealth Preservation Strategy
Blended Style Funds
U.S. Large Cap Portfolio
International Portfolio
Tax-Managed International Portfolio
Growth Funds
Domestic
Growth Fund
Health Care Fund*
Mid-Cap Growth Fund
Premier Growth Fund*
Small Cap Growth Fund
Technology Fund*
Global & International
All-Asia Investment Fund
Global Research Growth Fund
Global Small Cap Fund
Greater China '97 Fund
International Premier Growth Fund
New Europe Fund
Worldwide Privatization Fund
Select Investor Series
Biotechnology Portfolio
Premier Portfolio
Technology Portfolio
Value Funds
Domestic
Balanced Shares
Disciplined Value Fund*
Growth & Income Fund
Real Estate Investment Fund
Small Cap Value Fund
Utility Income Fund
Value Fund
Global & International
Global Value Fund
International Value Fund
Taxable Bond Funds
Americas Government Income Trust
Corporate Bond Portfolio
Emerging Market Debt Fund
Global Strategic Income Trust
High Yield Fund
Multi-Market Strategy Trust
Quality Bond Portfolio
Short Duration Portfolio
U.S. Government Portfolio
Municipal Bond Funds
National
Insured National
Arizona
California
Insured California
Florida
Massachusetts
Michigan
Minnesota
New Jersey
New York
Ohio
Pennsylvania
Virginia
Intermediate Municipal Bond Funds
Intermediate California
Intermediate Diversified
Intermediate New York
Closed-End Funds
All-Market Advantage Fund
ACM Income Fund
ACM Government Opportunity Fund
ACM Managed Dollar Income Fund
ACM Managed Income Fund
ACM Municipal Securities Income Fund
California Municipal Income Fund
National Municipal Income Fund
New York Municipal Income Fund
The Spain Fund
World Dollar Government Fund
World Dollar Government Fund II
We also offer Exchange Reserves,** which serves as the money market fund
exchange vehicle for the AllianceBernstein mutual funds.
For more complete information on any AllianceBernstein mutual fund, including
investment objectives and policies, sales charges, expenses, risks and other
matters of importance to prospective investors, visit our web site at
www.alliancebernstein.com or call us at (800) 227-4618 for a current
prospectus. You should read the prospectus carefully before you invest or send
money.
* Effective December 15, 2004, these Funds will be renamed as follows: Health
Care Fund to Global Health Care Fund; Premier Growth Fund to Large Cap Growth
Fund; Technology Fund to Global Technology Fund; and Disciplined Value Fund to
Focused Growth & Income Fund.
** An investment in the Fund is not a deposit in a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency. Although the Fund seeks to preserve the value of your investment at
$1.00 per share, it is possible to lose money by investing in the Fund.
- -------------------------------------------------------------------------------
ALLIANCEBERNSTEIN AMERICAS GOVERNMENT INCOME TRUST o 41
ALLIANCEBERNSTEIN AMERICAS GOVERNMENT INCOME TRUST
1345 Avenue of the Americas
New York, NY 10105
(800) 221-5672
(SM) This service mark used under license from
the owner, Alliance Capital Management L.P.
NAGAR0904
ITEM 2. CODE OF ETHICS.
(a) The registrant has adopted a code of ethics that applies to its principal
executive officer, principal financial officer and principal accounting officer.
A copy of the registrant's code of ethics is filed herewith as Exhibit 11(a)(1).
(b) During the period covered by this report, no material amendments were made
to the provisions of the code of ethics adopted in 2(a) above.
(c) During the period covered by this report, no implicit or explicit waivers to
the provisions of the code of ethics adopted in 2(a) above were granted.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
The registrant's Board of Directors has determined that independent directors
William H. Foulk, Jr. and David H. Dievler qualify as audit committee financial
experts.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) - (c) The following table sets forth the aggregate fees billed by the
independent auditor, Ernst & Young LLP, for the Fund's last two fiscal years for
professional services rendered for: (i) the audit of the Fund's annual financial
statements included in the Fund's annual report 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
multi-class distribution testing, advice and education on accounting and
auditing issues, and consent letters; and (iii) tax compliance, tax advice and
tax return preparation.
Audit-Related
Audit Fees Fees Tax Fees
2003* 51,000 7,855 11,842
2004 54,000 3,290 24,804
* During the course of calendar year 2003, the Fund changed its fiscal year-end
from November 30 to September 30. Fees for 2003 are for the period December 1,
2002 through September 30, 2003.
(d) Not applicable.
(e) (1) Beginning with audit and non-audit service contracts entered into on or
after May 6, 2003, the Fund's Audit Committee policies and procedures require
the pre-approval of all audit and non-audit services provided to the Fund by the
Fund's independent auditors. The 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.
(e) (2) All of the amounts for Audit Fees, Audit-Related Fees and Tax Fees in
the table under Item 4 (a) - (c) are for services pre-approved by the Fund's
Audit Committee.
(f) Not applicable.
(g) The following table sets forth the aggregate non-audit services provided to
the Fund, the Fund's 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 Accounting Standards No. 70:
Total Amount of
Foregoing Column
Pre-approved by the
All Fees for Audit Committee
Non-Audit Services (Portion Comprised of
Provided to the Audit Related Fees)
Portfolio, the Adviser (Portion Comprised of
and Service Tax Fees)
Affiliates
2003* 568,662 [206,697]
(194,855)
(11,842)
2004 1,229,826 [278,094]
(253,290)
(24,804)
* During the course of calendar year 2003, the Fund changed its fiscal year-end
from November 30 to September 30. Fees for 2003 are for the period December 1,
2002 through September 30, 2003.
(h) The Audit Committee of the Fund has considered whether the provision of any
non-audit services not pre-approved by the Audit Committee provided by the
Fund's independent auditor to the Adviser and Service Affiliates is compatible
with maintaining the auditor's independence.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable to the registrant.
ITEM 6. SCHEDULE OF INVESTMENTS.
Please see Schedule of Investments contained in the Report to Shareholders
included under Item 1 of this Form N-CSR.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable to the registrant.
ITEM 8. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.
Not applicable to the registrant.
ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no material changes to the procedures by which shareholders may
recommend nominees to the Fund's Board of Directors since the Fund last provided
disclosure in response to this item.
ITEM 10. CONTROLS AND PROCEDURES.
(a) The registrant's principal executive officer and principal financial officer
have concluded that the registrant's disclosure controls and procedures (as
defined in Rule 30a-2(c) under the Investment Company Act of 1940, as amended)
are effective at the reasonable assurance level based on their evaluation of
these controls and procedures as of a date within 90 days of the filing date of
this document.
(b) There were no significant changes in the registrant's internal controls that
could significantly affect these controls subsequent to the date of their
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
ITEM 11. EXHIBITS.
The following exhibits are attached to this Form N-CSR:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
11 (a) (1) Code of ethics that is subject to the
disclosure of Item 2 hereof
11 (b) (1) Certification of Principal Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
11 (b) (2) Certification of Principal Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
11 (c) Certification of Principal Executive Officer and
Principal Financial Officer Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant): AllianceBernstein Americas Government Income Trust, Inc.
By: /s/ Marc O. Mayer
-----------------
Marc O. Mayer
President
Date: November 29, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By: /s/ Marc O. Mayer
-----------------
Marc O. Mayer
President
Date: November 29, 2004
By: /s/ Marc D. Gersten
-------------------
Mark D. Gersten
Treasurer and Chief Financial Officer
Date: November 29, 2004