SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section
14(a) of the Securities Exchange Act of 1934
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|_| Preliminary Proxy Statement
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|X| Definitive Proxy Statement
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|_| Soliciting Material Pursuant to ss. 240.14a-12
AllianceBernstein International Premier Growth Fund, Inc.
1345 Avenue of the Americas
New York, New York 10105
(Name of Registrant as Specified in its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(2) Aggregate number of securities to which transaction applies: N/A
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing is calculated
and state how it was determined): N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid: N/A
|_| Fee paid previously with preliminary materials:
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
1) Amount previously paid: N/A
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4) Date Filed: N/A
Notes: Definitive copies of the accompanying proxy statement will be released on
or about March 9, 2005.
[LOGO (sm)]
ALLIANCEBERNSTEIN INTERNATIONAL PREMIER GROWTH FUND, INC.
1345 Avenue of the Americas
New York, New York 10105
Toll Free (800) 221-5672
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 21, 2005
Notice is hereby given that a Special Meeting of Shareholders (the
"Meeting") of AllianceBernstein International Premier Growth Fund, Inc. (the
"Fund"), will be held at 11:00 a.m. Eastern Time on April 21, 2005 at the
offices of Alliance Capital Management L.P., 41st floor, 1345 Avenue of the
Americas, New York, New York 10105, for the following purposes:
1. To consider amending the investment objective of the Fund;
2. To consider amending or eliminating certain fundamental investment
policies and reclassifying the Fund's investment objective as
non-fundamental; and
3. To transact such other business as may properly come before the
Meeting or any postponement or adjournment thereof.
The proposals referred to above are discussed in the Proxy Statement
attached to this Notice.
The Board of Directors of the Fund has fixed the close of business on
February 23, 2005 as the record date for the determination of shareholders
entitled to notice of, and to vote at, the Meeting or any postponement or
adjournment thereof. The enclosed proxy is being solicited on behalf of the
Board of Directors of the Fund. Each shareholder is invited to attend the
Special Meeting in person. Each shareholder who does not expect to attend the
Meeting in person is requested to complete, date, sign and promptly return the
enclosed proxy card. In addition to voting by mail, you may also vote by either
telephone or via the Internet, as follows:
To vote by Telephone: To vote by Internet:
--------------------- --------------------
(1) Read the Proxy Statement (1) Read the Proxy Statement and
and have your Proxy Card at hand. have your Proxy Card at hand.
(2) Call the toll-free number that (2) Go to the website that appears
appears on your Proxy Card. on your Proxy Card.
(3) Enter the control number found (3) Enter the control number found
in the shaded box on the front of in the shaded box on the front of
your Proxy Card and follow the your Proxy Card and follow the
simple instructions. simple instructions.
1
I encourage you to vote by telephone or via the Internet using the control
number that appears on the front of your Proxy Card. Use of telephone or
Internet voting will reduce the time and costs associated with this proxy
solicitation.
If you have any questions, please call 1-866-204-6488.
By Order of the Board of Directors
Mark R. Manley
Secretary
New York, New York
March 4, 2005
2
IMPORTANT SHAREHOLDER INFORMATION - YOUR VOTE IS IMPORTANT
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AllianceBernstein International Premier Growth Fund, Inc.
The document you hold in your hands contains your proxy statement and proxy
card. A proxy card is, in essence, a ballot. When you complete your proxy, you
tell us how to vote on your behalf on important issues relating to the Fund. To
complete the proxy card check the appropriate boxes indicating your vote on each
specific proposal, sign, date and return the proxy card. If you simply sign the
proxy without specifying a vote on any one or more proposals, your shares will
be voted in accordance with the recommendations of the Board of Directors on
those proposals for which you did not specify a vote. If any proposal, other
than Proposal 1 or Proposals 2(a) - 2(l), properly comes before the meeting,
shares represented by proxies will be voted on it in the discretion of the
person or persons holding the proxies.
We urge you to take the time to read the proxy statement and vote. Voting your
proxy, and doing so promptly, enables the Fund to avoid conducting additional
mailings. If shareholders do not return their proxies in sufficient numbers,
additional expense for follow-up solicitations will be incurred. You may vote by
mail by filling out the proxy card and returning it to us in the envelope
provided, which needs no postage if mailed in the United States. In addition to
voting by mail, you may vote by telephone or via the Internet, as follows:
To vote by Telephone: To vote by Internet:
--------------------- --------------------
(1) Read the Proxy Statement (1) Read the Proxy Statement and
and have your Proxy Card at hand. have your Proxy Card at hand.
(2) Call the toll-free number that (2) Go to the website that appears
appears on your Proxy Card. on your Proxy Card.
(3) Enter the control number found (3) Enter the control number found
in the shaded box on the front of in the shaded box on the front of
your Proxy Card and follow the your Proxy Card and follow the
simple instructions. simple instructions.
I encourage you to vote by telephone or via the Internet, as this will
reduce the time and costs associated with this proxy solicitation.
Please take a few moments to exercise your right to vote.
- --------------------------------------------------------------------------------
Dated: March 4, 2005
3
PROXY STATEMENT
ALLIANCEBERNSTEIN INTERNATIONAL PREMIER GROWTH FUND, INC.
1345 Avenue of the Americas
New York, New York 10105
------------------------
Special Meeting of Shareholders
To Be Held on April 21, 2005
---------------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of AllianceBernstein International
Premier Growth Fund, Inc., a Maryland corporation (the "Fund"), to be voted at
the Special Meeting of Shareholders of the Fund (the "Meeting") to be held at
the offices of the Fund, 1345 Avenue of the Americas, 41st floor, New York, New
York 10105, on Thursday, April 21, 2005 at 11:00 a.m. Eastern Time. The
solicitation will be made by mail and the costs will be borne by Alliance
Capital Management L.P. (the "Adviser"). Additional solicitations may be made by
telephone, e-mail, or other personal contact by officers or employees of the
Adviser and its affiliates or by proxy soliciting firms retained by the Fund.
The Notice of Meeting, this Proxy Statement and the accompanying Proxy Card are
being mailed to shareholders on or about March 9, 2005.
The Board of Directors has fixed the close of business on February 23,
2005 as the record date for the determination of shareholders entitled to notice
of, and to vote at, the Meeting and at any postponement or adjournment thereof
(the "Record Date"). The outstanding voting shares of the Fund for all classes
issued as of the Record Date consists of 9,754,496.102 shares of common
stock,(1) each share being entitled to one vote, and each fractional share being
entitled to a proportional fractional vote. All properly executed and timely
received proxies will be voted at the Meeting in accordance with the
instructions marked on or otherwise provided in the proxy card. Any shareholder
may revoke that shareholder's proxy at any time before a vote by giving written
notice to the Secretary of the Fund at 1345 Avenue of the Americas, New York,
New York 10105, by signing and delivering to the Secretary another proxy bearing
a later date, or by attending the Meeting in person, requesting the return of
any previously delivered proxy and personally voting at the Meeting. IF NO
INSTRUCTION IS GIVEN ON A SIGNED, RETURNED PROXY CARD FOR ANY PROPOSAL, THE
SHARES REPRESENTED BY THE PROXY CARD WILL BE VOTED "FOR" EACH PROPOSAL AS TO
WHICH NO INSTRUCTION WAS GIVEN. If any proposal, other than Proposal 1 and
Proposals 2(a) - 2(l), properly comes before the Meeting, shares represented by
proxies will be voted on that proposal in the discretion of the person or
persons holding the proxies unless such authority is withheld.
The presence in person or by proxy of the holders of one-third of the
shares entitled to vote at the Meeting constitutes a quorum for the Meeting.
Whether or not a quorum is present at
- ----------
(1) Of which, 2,184,392.171 were Class A shares, 3,922,265.612 were Class B
shares, 1,253,604.887 were Class C shares and 2,394,233.432 were Advisor
Class shares.
1
the Meeting, if sufficient votes in favor of the position recommended by the
Board of Directors on Proposal 1 or any of Proposals 2(a) - 2(l) are not timely
received, the persons named as proxies may, but are under no obligation to, with
no other notice than announcement at the Meeting, propose and vote for one or
more adjournments of the Meeting for up to 120 days after the Record Date to
permit further solicitation of proxies. Shares represented by proxies indicating
a vote contrary to the position recommended by the Board of Directors will be
voted against adjournment as to those proposals. Any proposals for which
sufficient favorable votes have been received by the time of the Meeting may be
acted upon and considered final regardless of whether the Meeting is adjourned
to permit additional solicitations with respect to any other proposal.
For purposes of determining the presence of a quorum and counting votes on
the matters presented, Fund shares represented by abstentions (properly executed
proxy cards returned with instructions to abstain from voting or that withhold
authority to vote) and "broker non-votes" will be counted as present, but not as
votes cast, at the Meeting. Under the Investment Company Act of 1940, as amended
(the "1940 Act"), the affirmative vote necessary to approve a matter under
consideration may be determined with reference to a percentage of votes present
at the Meeting, which would have the effect of treating abstentions and
non-votes as if they were votes against the proposal. Votes cast by proxy or in
person at the Meeting will be counted by inspectors of election appointed by the
Fund's board of directors or by the person presiding at the Meeting. The
inspectors of election will count the total number of votes cast "for" approval
of a proposal for purposes of determining whether sufficient affirmative votes
have been cast.
The Adviser will bear the cost of this Proxy Statement and the Meeting,
including printing, mailing, solicitation and vote tabulation expenses, legal
fees and certain out-of-pocket expenses. The Fund has engaged Alamo Direct Mail
Services, Inc. to assist the Fund in soliciting proxies for the Meeting. The
Fund will pay Alamo Direct Mail Services, Inc. a fee estimated to be $66,000 for
its services plus reimbursement of out-of-pocket expenses. The Adviser has
agreed to reimburse the Fund for the full amount paid by the Fund to Alamo
Direct Mail Services. The procedures for telephone and internet voting have been
designed to authenticate shareholders' identities and to allow them to authorize
voting their shares in accordance with their instructions and to confirm that
their instructions have been properly recorded. The Fund believes these
procedures comply with applicable law. However, if these procedures were subject
to successful legal challenge, these votes would not be counted at the Meeting.
The Fund is not aware of any such challenge.
The Purposes of the Meeting. The Meeting is being called for the following
purposes: (1) to consider amending the investment objective of the Fund; (2) to
consider amending or eliminating certain fundamental investment policies and
reclassifying the Fund's investment objective as non-fundamental; and (3) to
transact such other business as may properly come before the Meeting or any
postponement or adjournment thereof.
Proposal 1. The Adviser believes that an investor's international exposure
should be diversified, broad-based and the result of intense, in-depth research.
The Fund's current investment objective, however, limits the securities in which
the Fund may invest. The Adviser believes that if the Fund's investment
objective were modified to provide the Fund with more flexibility to respond to
changing market conditions and pursue opportunities in a wider range of
securities, the Fund would have greater ability to diversify its investments and
to pursue long-term growth opportunities.
2
To complement the proposed change to the Fund's investment objective, the
Board of Directors has approved the Adviser's plan to implement a more
research-driven strategy on behalf of the Fund. This plan includes instituting
an investment process in which the portfolio would be managed by seven senior
sector analyst-managers, in consultation with a Portfolio Oversight Group.
Currently, the sectors are expected to include telecommunications, information
technology, health care, financial services, infrastructure, energy and natural
resources, and consumer growth. The Portfolio Oversight Group would allocate the
Fund's assets among market sectors based on its assessment of both current and
forecasted investment conditions and opportunities. The Portfolio Oversight
Group would also monitor country allocations and overall risk.
Each senior sector analyst-manager will be responsible for investing the
portion of the Fund's assets allocated by the Portfolio Oversight Group to his
or her sector, and will make actual stock selections based on the best ideas of
the Adviser's research analysts specializing in that sector. The Adviser
believes that this research-driven, collaborative approach can deliver improved
investment results over time by offering the Fund the best ideas of the
Adviser's analysts in each sector from around the world. If Proposal 1 is
approved at the Meeting, the Fund will be able to take advantage of the wide
range of investment ideas generated by the Adviser's sector analysts to provide
investors with broader, more diverse exposure to international equity securities
and will likely have a decreased exposure to focused portfolio risk. Focused
portfolio risk is discussed in the Fund's prospectus.
Summary of other proposed changes. To complement the strategic changes
outlined above, the Adviser recommended and the Board of Directors of the Fund
approved, subject to shareholder approval of Proposal 1, other changes to the
Fund's name and non-fundamental investment policies. The changes include (i)
altering the Fund's policy regarding investments in foreign countries to provide
that the Fund will invest, under normal circumstances, in the equity securities
of companies based in at least three foreign countries; (ii) eliminating the
Fund's policy to invest in companies with market values generally in excess of
$10 billion; (iii) eliminating the Fund's policy to invest in about 45-60
companies; (iv) eliminating the Fund's policy only to make loans of portfolio
securities of up to 30% of its total assets;(2) (v) amending the Fund's policy
on options, futures contracts and forward contracts to read "the Fund may
purchase and sell options and enter into futures contracts, forward contracts
and other derivatives"; (vi) adopting a policy regarding investing in other
investment companies, including exchange traded funds; and (viii) changing the
Fund's name to "AllianceBernstein International Research Growth Fund, Inc."
These changes do not require shareholder approval, but their effectiveness is
subject to the approval by the Fund's shareholders of Proposal 1. If these other
proposed changes become effective, over time, the Fund's exposure to investments
in small- and mid-capitalization companies may increase. Accordingly, the Fund
will likely have an increased exposure to the risks associated with investing in
smaller, emerging companies, which are discussed in the Fund's prospectus.
Proposed Reorganizations. The Adviser has also recommended, and the Boards
of Directors of the Fund, AllianceBernstein All-Asia Investment Fund, Inc. and
AllianceBernstein New Europe Fund, Inc. have approved, the Fund's acquisition of
all of the assets and assumption of all of the liabilities (except for any
liability that is undisclosed to the Fund at the time of the reorganization or
to the extent that a liability, although disclosed, is not fully reflected on
the books of
- ----------
(2) The Fund will still be subject to the limitations on securities lending
imposed under the 1940 Act.
3
the Fund) of AllianceBernstein All-Asia Investment Fund and AllianceBernstein
New Europe Fund in exchange for shares of the Fund. The Adviser has agreed to
indemnify the Fund against any liability of AllianceBernstein All-Asia
Investment Fund and AllianceBernstein New Europe Fund at the time of the
reorganization that is not assumed by the Fund, and to reimburse any reasonable
legal or other costs and expenses incurred by the Fund in connection with
investigating or defending against such liability. These acquisitions are
subject to approval by the holders of a majority of AllianceBernstein All-Asia
Investment Fund's and AllianceBernstein New Europe Fund's shares and are also
subject to Proposal 1 being approved by the Fund's shareholders at the Meeting.
Contingent Expense Cap. If Proposal 1 is approved by shareholders at the
Meeting, the Adviser has agreed to reimburse the Fund's total operating expenses
to the extent its total operating expenses exceed 1.65% of its average daily net
assets. This expense cap would be lower than the Fund's estimated total expense
ratio of 2.23% as of January 21, 2005 and would be in effect for an initial
period of one year following implementation of Proposal 1. The Adviser will
consider continuing this expense cap after this initial period, but there is no
guarantee that the Adviser will continue the expense cap beyond the initial
period.
Proposals 2(a) - 2(l). Proposals 2(a) - 2(l) relate to current fundamental
policies of the Fund that, in the view of the Adviser and the Board of
Directors, are either outdated, unnecessarily restrictive or were adopted in
response to business or industry requirements that no longer apply. These
changes are also designed to meet fully the requirements of the 1940 Act and the
rules and regulations thereunder while providing the Fund with increased
flexibility to respond to changes in the regulatory and economic landscape.
Moreover, the Adviser and the Fund's Board of Directors believe that approval of
Proposals 2(a) - 2(l) may save the Fund money by avoiding the need to call a
shareholder meeting to consider changes to these policies in the future. The
Board of Directors recommends that you vote in favor of each of these proposals.
The Adviser does not expect that the increased flexibility that Proposals 2(a) -
2(l) would provide the Fund will have an immediate, material effect on the
Fund's practices or risks.
Why a Shareholder Vote is Required. The Fund has designated its investment
objective and some of its investment policies as "fundamental." Under the 1940
Act, fundamental investment policies or objectives may only be changed with the
approval of a fund's outstanding voting securities. Investment objectives and
investment policies that are designated as non-fundamental may be changed with
approval from the Board of Directors, saving the time and expense associated
with shareholder approval. For the reasons stated above, the Board of Directors
recommends that the Fund's investment objective and some of the Fund's
investment policies be modified and that some be eliminated altogether as
detailed below. The substance of and additional reasons for these changes are
discussed below. The Board of Directors approved each of the Proposals detailed
below at a meeting on February 9, 2005, and recommends that you vote in favor of
all of the Proposals. If approved by shareholders at the Meeting, the proposed
changes to the Fund's objective and policies would take effect as soon as
practicable.
Important Tax Information. The Fund anticipates that if the Fund's
investment objective and policies are amended as described in the Proposals
contained herein, it will dispose of a highly significant portion of its
securities in the period shortly after the amendments are effective as the Fund
develops an investment portfolio consistent with the amended investment
objective and policies. Such dispositions may trigger recognition of gains that,
after being offset by any capital loss carryforwards, may increase or accelerate
taxable distributions from the Fund.
4
REPORTS TO SHAREHOLDERS
UPON REQUEST AND WITHOUT CHARGE, THE FUND WILL FURNISH EACH PERSON TO WHOM
THIS PROXY STATEMENT IS DELIVERED WITH A COPY OF THE FUND'S LATEST ANNUAL REPORT
TO SHAREHOLDERS AND ITS SUBSEQUENT SEMI-ANNUAL REPORT TO SHAREHOLDERS, IF ANY.
TO REQUEST A COPY, PLEASE CALL ALLIANCEBERNSTEIN AT (800) 227-4618 OR WRITE TO
DENNIS BOWDEN AT ALLIANCE CAPITAL MANAGEMENT L.P., 1345 AVENUE OF THE AMERICAS,
NEW YORK, NEW YORK 10105.
5
PROPOSAL 1
AMENDMENT OF THE FUND'S INVESTMENT OBJECTIVE
Proposal 1
Amendment of the Fund's Investment Objective
The Fund's prospectus currently states that the Fund's investment
objective is as follows:
"long-term growth of capital by investing predominantly in
equity securities of a limited number of carefully selected
international companies that are judged likely to achieve
superior earnings growth. Current income is incidental to the
Fund's objective."
The Fund's statement of additional information currently describes the
Fund's investment objective in the following ways:
"to offer the opportunity to participate in the potential for
long-term capital appreciation available from investment in
foreign securities"
and
"long-term capital appreciation by investing predominately in
the equity securities of a limited number of carefully
selected international companies that are judged likely to
achieve superior earnings growth."
The Board of Directors recommends revision of the Fund's investment
objective to "long-term growth of capital." This change will give the Fund
greater ability to diversify its investments and pursue long-term growth
opportunities in a wider range of investments, without restricting its
investments to the securities of a limited number of issuers. If Proposal 1 is
approved at the Meeting, the Fund will continue to focus on international equity
securities.
6
PROSPOSAL 2
AMENDMENT OR ELIMINATION OF CERTAIN FUNDAMENTAL INVESTMENT
POLICIES AND RECLASSIFICATION OF THE FUND'S INVESTMENT OBJECTIVE
The Fund is currently subject to investment policies that limit its
ability to undertake certain activities and make certain types of investments.
Some policies are considered "fundamental" under the 1940 Act and can only be
changed by a vote of the shareholders of the Fund. Policies governing certain
matters are required by the 1940 Act to be fundamental, while other policies may
be designated as fundamental at the election of the Fund. A number of the Fund's
existing fundamental investment policies were adopted in response to business or
industry requirements or conditions that in many cases no longer apply. The
following proposals are designed to meet fully the requirements of the 1940 Act
and the rules and regulations thereunder while providing the Adviser more
flexibility to pursue opportunities in a wider range of securities. The
modifications will also help minimize the costs and delays that would be
associated with holding future shareholder meetings to revise fundamental
investment policies and restrictions in the event they were to become further
outdated or inappropriate.
Proposal 2(a)
Amendment of Fundamental Policy Regarding Issuing Senior Securities and
Borrowing Money
Applicable law requires the Fund to state a policy indicating the extent
to which it may borrow money and issue senior securities. Under Section 18(f)(1)
of the 1940 Act, an open-end investment company may not issue senior securities,
except that it may borrow from banks, for any purpose, up to 33 1/3% of its
total assets. Currently, the Fund's policy generally mirrors the federal
requirement limiting the Fund's borrowing authority and limits the Fund's
ability to borrow for temporary purposes. However, applicable regulations are
subject to change. The Board of Directors recommends that the Fund amend its
policy to allow the Fund to issue senior securities or borrow money to the full
extent permitted under applicable law. The proposed change would automatically
conform the Fund's policy more closely to the exact statutory and regulatory
requirements, as they exist from time to time without incurring the time and
expense of obtaining shareholder approval to change the policy in response to
changes in statutory and regulatory requirements.
The Fund's current fundamental investment policy regarding issuing senior
securities and borrowing money is:
"The Fund may not borrow money or issue senior securities,
except that the Fund may borrow (a) from a bank if immediately
after such borrowing there is asset coverage of at least 300%
as defined in the 1940 Act and (b) for temporary purposes in
an amount not exceeding 5% of the value of the total assets of
the Fund."
The Board of Directors recommends that the policy be amended to read as
follows:
"The Fund may not issue any senior security (as that term is
defined in the 1940 Act) or borrow money, except to the extent
permitted by the 1940 Act or the rules and regulations
thereunder (as such statute, rules or
7
regulations may be amended from time to time) or by guidance
regarding, or interpretations of, or exemptive orders under,
the 1940 Act or the rules or regulations thereunder published
by appropriate regulatory authorities.
For the purposes of this restriction, collateral arrangements,
including, for example, with respect to options, futures
contracts and options on futures contracts and collateral
arrangements with respect to initial and variation margin, are
not deemed to be the issuance of a senior security."
Proposal 2(b)
Elimination of Fundamental Policy on Senior Securities
The Board of Directors recommends that the Fund's other fundamental
investment policy regarding the issuance of senior securities be eliminated
because its existing fundamental policy described above in Proposal 2(a)
adequately deals with the issuance of senior securities and obligations that may
be analogous to senior securities. This would remain true if shareholders
approve the amendment discussed in Proposal 2(a) at the Meeting.
The Board of Directors recommends elimination of the following policy:
"The Fund may not issue any senior security within the meaning
of the 1940 Act."
Proposal 2(c)
Amendment of Fundamental Restriction on Investment in Commodities,
Commodity Contracts, and Futures Contracts
Applicable law requires the Fund to state a fundamental policy regarding
the purchase and sale of commodities. The proposed changes to the Fund's policy
would make it clear that the Fund may use derivatives.
The Board of Directors recommends changing the Fund's fundamental policy
regarding commodities, commodity contracts and futures contracts to modernize
and standardize these policies in light of the current legal and regulatory
environment.
Presently, the fundamental restriction reads as follows:
"The Fund may not purchase or sell commodities or commodity
contracts, including futures contracts (except foreign
currencies, foreign currency options and futures, options and
futures on securities and securities indices and forward
contracts or contracts for the future acquisition or delivery
of securities and foreign currencies and related options on
futures contracts and similar contracts)."
The Board of Directors recommends that the fundamental policy be amended
to read as follows:
"The Fund may not purchase or sell commodities regulated by
the Commodity Futures Trading Commission under the Commodity
Exchange
8
Act or commodity contracts except for futures contracts and
options on futures contracts."
Proposal 2(d)
Elimination of the Fund's Fundamental Investment Policy to Invest, Under
Normal Circumstances, 85% of its Total Assets in Equity Securities
The Board of Directors recommends that the Fund's fundamental investment
policy to invest, under normal circumstances, 85% of total assets in equity
securities be eliminated. Although the Fund intends to invest the majority, and
usually a substantial majority, of its assets in equity securities, eliminating
this policy will allow the Fund to use derivatives and hold cash without
inadvertently violating a fundamental policy.
The Board of Directors recommends that the following fundamental policy be
eliminated:
"The Fund will invest under normal circumstances at least 85%
of its total assets in equity securities."
Proposal 2(e)
Amendment of Fundamental Policy on Investment in Real Estate and Companies
that Deal in Real Estate
Applicable law requires the Fund to state a fundamental policy regarding
the purchase and sale of real estate. Currently, the Fund's investment policy
restricts its ability to purchase and sell real estate even when ownership of
the real estate devolves upon the Fund through permissible investments. For
instance, it is possible that the Fund could, as a result of an investment in
debt securities of a company that deals in real estate, come to hold an interest
in real estate in the event of a default. The Board of Directors recommends that
this policy be modified to allow the sale of real estate when ownership of real
estate results from permissible investments and to clarify that the Fund may
invest in real estate related securities and real estate-backed securities or
instruments.
Presently, the fundamental policy reads as follows:
"The Fund may not purchase or sell real estate, except that it
may purchase and sell securities of companies that deal in
real estate or interests held therein"
The Board of Directors recommends that that policy be amended to read as
follows:
"The Fund may not purchase or sell real estate except that it
may dispose of real estate acquired as a result of the
ownership of securities or other instruments. This restriction
does not prohibit the Fund from investing in securities or
other instruments backed by real estate or in securities of
companies engaged in the real estate business"
9
Proposal 2(f)
Elimination of the Fundamental Policy Prohibiting Joint and Joint and
Several Participation in Securities Trading Accounts
The Fund currently has a fundamental investment policy prohibiting joint
and joint and several participation in securities trading accounts. Under
applicable law it is unlawful for an investment company, in contravention of
applicable rules or orders of the Securities and Exchange Commission ("SEC"), to
participate on a joint and several basis in any trading account in securities,
except in connection with an underwriting in which such registered investment
company is a participant. However, there are no applicable SEC rules or orders,
nor does the 1940 Act require that funds have a fundamental policy regarding
this matter. The Board of Directors believes that there is limited value in
maintaining unnecessary fundamental policies. Accordingly, the Board of
Directors recommends that this fundamental policy be eliminated:
"The Fund may not participate on a joint or joint and several
basis in any securities trading account."
Proposal 2(g)
Elimination of the Fund's Fundamental Restriction Regarding Short Sales
and Collateral
There are no applicable SEC rules or orders requiring, and the 1940 Act
does not require, that funds state a fundamental investment policy regarding
short sales. As noted above, the Board of Directors believes that there is
limited value in maintaining unnecessary fundamental policies. Accordingly, the
Board of Directors recommends that the Fund's fundamental restriction on short
selling reproduced below be eliminated.
"The Fund may not make short sales of securities or maintain a
short position, unless not more than 25% of the Fund's net
assets (taken at market value) are held as collateral for such
sales at any one time."
Proposal 2(h)
Elimination of Fundamental Restriction on Investing for the Purpose of
Exercising Control
The Fund currently has a fundamental investment policy providing that the
Fund "may not invest in companies for the purpose of exercising control."
Applicable regulations formerly required disclosure on this subject to the
extent that a fund intends to invest in companies for the purpose of exercising
control (as defined in the 1940 Act). There is no requirement, however, that a
fund have an affirmative policy on this subject if it does not intend to make
investments for the purposes of exercising control, or that any policy that it
does have be categorized as fundamental. The Adviser does not expect that the
Fund will make investments for the purpose of exercising control. Therefore, the
Board of Directors recommends that the fundamental investment policy reproduced
below be eliminated.
"The Fund may not invest in companies for the purpose of exercising
control."
10
Proposal 2(i)
Elimination of Fundamental Restriction on Purchasing Securities on Margin
The Fund has a fundamental investment policy that reads as follows:
"The Fund may not purchase securities on margin except for
such short-term credits as may be necessary for the clearance
of transactions."
It is unlawful for an investment company, in contravention of applicable
SEC rules or orders, to purchase securities on margin except for such short-term
credits as are necessary for clearing transactions. However, the Fund is not
required to have a fundamental policy on this matter. Therefore, the Board of
Directors recommends elimination of this policy and has adopted a
non-fundamental policy that reflects the limited exception for purchasing
securities on margin and clarifies that margin deposits in connection with
certain financial instruments are not covered by the general prohibition on
purchasing securities on margin. The non-fundamental policy reads as follows:
"The Fund may not purchase securities on margin, except that
the Fund may obtain such short-term credits as are necessary
for the clearance of portfolio transactions, and the Fund may
make margin payments in connection with futures contracts,
options, forward contracts, swaps, caps, floors, collars and
other financial instruments."
Proposal 2(j)
Elimination of Fundamental Restriction on Pledging, Hypothecating,
Mortgaging or otherwise Encumbering Fund Assets, Except to Secure
Permitted Borrowings
The Fund has a fundamental investment policy that reads as follows:
"The Fund may not pledge, hypothecate, mortgage or otherwise
encumber its assets, except to secure permitted borrowings."
This restriction was adopted in response to regulatory conditions that no
longer apply and, thus, is no longer necessary. Consistent with the Board of
Directors' belief in the limited value of unnecessary fundamental policies, the
Board recommends eliminating this policy.
Proposal 2(k)
Amendment of the Fund's Fundamental Investment Policy Regarding
Concentration
The Board of Directors recommends changing the Fund's policy regarding
concentration to modernize and standardize this policy in light of the current
legal and regulatory environment.
Currently, the Fund's policy reads as follows:
"The Fund may not invest 25% or more of its total assets in
securities of issuers conducting their principal business
activities in the same industry, except that this restriction
does not apply to U.S. Government securities."
The Board of Directors recommends that the policy be changed to read as
follows:
11
"The Fund may not concentrate investments in an industry, as
concentration may be defined under the 1940 Act or the rules
and regulations thereunder (as such statute, rules or
regulations may be amended from time to time) or by guidance
regarding, interpretations of, or exemptive orders under, the
1940 Act or the rules or regulations thereunder published by
appropriate regulatory authorities."
Under applicable law, an investment company may not concentrate its
investments without shareholder approval, and must concentrate its investments
consistent with any policy to do so. Although "concentration" is not defined in
the 1940 Act, the SEC has generally regarded a fund as concentrating its
investments in an industry if the fund invests 25% or more of its net assets in
issuers whose principal business is in that industry. Alliance recommends that
this policy be amended as shown above to conform the Fund's policy directly to
the statutory and other requirements as they may exist from time to time.
Proposal 2(l)
Reclassification of the Fund's Investment Objective as Non-Fundamental
The Board of Directors recommends that the Fund's investment objective be
reclassified as non-fundamental.
Although the Fund's Board of Directors does not presently intend to change
the Fund's investment objective (other than as described above in Proposal 1),
reclassifying it as non-fundamental would allow the Board of Directors to change
the investment objective without shareholder approval in the future. If this
proposal is approved and the Board of Directors changes the Fund's investment
objective in the future, the Board of Directors would expect to give
shareholders 30 days' notice before any material change to the Fund's investment
objective becomes effective. Please note that the change to the Fund's
investment objective detailed in Proposal 1 is necessary for the Fund to be able
to pursue its proposed investment strategy, but that reclassifying the
investment objective as non-fundamental is not necessary.
Proposal 3
Other Business
The Board of Directors knows of no business other than that specifically
mentioned in the Notice of Special Meeting of Shareholders that will be
presented for consideration at the Meeting. If other business should properly
come before the Meeting, the proxy holders will vote thereon in accordance with
their best judgment.
12
DIRECTORS' RECOMMENDATION
THE DIRECTORS OF THE FUND RECOMMEND THAT SHAREHOLDERS OF THE
FUND VOTE FOR EACH OF THE PROPOSALS.
REQUIRED VOTE
Each proposal described above requires the affirmative vote of "a majority
of the outstanding voting securities" of the Fund, as defined in the 1940 Act.
Under the 1940 Act, a vote of a majority of the outstanding voting securities of
a Fund means the vote of (a) 67% or more of the outstanding shares of the Fund
present at the Meeting, if the holders of more than 50% of the outstanding
shares are present or represented by proxy, or (b) more than 50% of the
outstanding Shares of the Fund, whichever is less.
ADDITIONAL INFORMATION
OTHER MATTERS
Management of the Fund does not know of any matters to be presented at the
Meeting other than those mentioned in this Proxy Statement. If any additional
matter properly comes before the Meeting, the shares represented by proxies will
be voted in the discretion of the person or persons holding the proxies.
SUBMISSION OF PROPOSALS FOR THE NEXT
ANNUAL MEETING OF SHAREHOLDERS
The Fund's Articles of Incorporation, as amended, and Bylaws, as amended,
do not require annual shareholder meetings. However, the Fund expects to hold a
meeting of shareholders on or about November 15, 2005, at which the election of
directors will be considered. For information with respect to submitting a
candidate for director for consideration by the Governance and Nominating
Committee of the Fund's Board of Directors, please see the Nominating Procedures
in the Fund's Statement of Additional Information. Other proposals that
shareholders would like to have considered for inclusion in a proxy statement
for that meeting or any future meeting must be received by the Fund within a
reasonable period of time before the Fund begins to print and mail its proxy
materials for that meeting.
THE FUND'S INVESTMENT ADVISER AND ADMINISTRATOR
The Fund's investment adviser and administrator is Alliance Capital
Management L.P., with principal offices at 1345 Avenue of the Americas, New
York, New York 10105. Alliance Capital Management L.P. is registered under the
Investment Advisers Act of 1940, as amended.
THE FUND'S DISTRIBUTOR
AllianceBernstein Investment Research and Management, Inc., an affiliate
of the Adviser and a wholly-owned subsidiary of Alliance Capital Management
Corporation, with its principal business offices at 1345 Avenue of the Americas,
New York, New York, 10105-0096, serves as distributor to the Fund.
13
SHARE OWNERSHIP INFORMATION
As of the Record Date, to the best of the knowledge of the Fund, the
following persons owned of record or beneficially 5% or more of the outstanding
shares of the indicated classes of the Fund.
Amount and Nature of Percent
Class of Shares Name and Address of Beneficial Owner Beneficial Ownership of Class
Class A Pershing LLC 217,802 9.84%
PO Box 2052
Jersey City, NJ 07303-2052
TRUST FOR PROFIT SHARING PLAN 162,109* 15.12%
FOR EMPLOYEES OF ALLIANCE
CAPITAL Mgt L.P. PLAN X
Attn Diana Marotta - Fl. 31
1345 Avenue of the Americas
New York, NY 10105
Class B Citigroup Global Markets 272,359 6.93%
House Account
Attn Cindy Tempesta
333 W. 34th St. Fl 3
New York, NY 10001-2402
Pershing LLC 394,691 10.04%
PO Box 2052
Jersey City, NJ 07303-2052
First Clearing LLC 260,580 6.63%
A/C #1699-0135
Special Custody Acct For The
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
MLPF&S 572,561 14.56%
For the Sole Benefit of
its Customers
Attn Fund Admin (97D16)
4800 Deer Lake Drive East 2nd Floor
Jacksonville, FL 32246-6484
Class C Citigroup Global Markets 152,638 12.17%
House Account
Attn Cindy Tempesta
333 W. 34th St. Fl 3
New York, NY 10001-2402
14
Amount and Nature of Percent
Class of Shares Name and Address of Beneficial Owner Beneficial Ownership of Class
Pershing LLC 112,878 9.00%
PO Box 2052
Jersey City, NJ 07303-2052
First Clearing LLC 66,459 5.30%
A/C #1699-0135
Special Custody Acct For The
Exclusive Benefit of Customer
10750 Wheat First Dr.
Glen Allen, VA 23060-9245
MLPF&S 245,215 19.56%
For the Sole Benefit of
its Customers
Attn Fund Admin (97UB4)
4800 Deer Lake Drive East 2nd Floor
Jacksonville, FL 32246-6484
Advisor Class STRAFE & CO FAO 784,383* 32.76%
Munson Med Ctr Operating
SEG Assets
A/C#4400209806
PO Box 160
Westerville, OH 43086-0160
PIMS/PRUDENTIAL RETIREMENT 1,093,208* 45.66%
As Nominee for the TTEE/CUST Pl 007
Alliance Capital Management
300 International Pkwy Ste 270
Heathrow, FL 32746-5028
* The Fund believes the listed shareholder is the beneficial owner of the
shares indicated.
As of the Record Date, to the best of the knowledge of the Fund, the
directors and officers of the Fund as a group beneficially owned less than 1% of
the outstanding shares of the Fund.
15
YOUR VOTE IS IMPORTANT. YOU CAN HELP AVOID THE NECESSITY AND EXPENSE OF FURTHER
SOLICITATION TO ENSURE A QUORUM BY PROMPTLY VOTING BY TELEPHONE OR THE INTERENT
OR MARKING, SIGNING, DATING, AND RETURNING THE ENCLOSED PROXY CARD. (THE
ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.) IF YOU
ARE UNABLE TO ATTEND THE SPECIAL MEETING, PLEASE VOTE BY TELEPHONE, VIA THE
INTERNET OR BY MAIL SO THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE
MEETING.
By Order of the Board of Directors
Mark R. Manley
Secretary
March 4, 2005
New York, New York
16
PROXY CARD
Vote by Touch-Tone Phone, by Mail, or via the Internet!!
CALL: To vote by phone call toll-free 1-800-690-6903 and
follow the recorded instructions.
LOG-ON: Vote on the internet at www.proxyweb.com and
follow the online directions.
MAIL: Return the signed proxy card in the enclosed envelope.
PROXY IN CONNECTION WITH THE SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD APRIL 21, 2005
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE FUND
AllianceBernstein International Premier Growth Fund, Inc.
The undersigned hereby appoints Dennis Bowden and Christina Morse, or either of
them, as proxies for the undersigned, each with full power of substitution, to
attend the Meeting of Shareholders (the "Meeting") of the AllianceBernstein
International Premier Growth Fund, Inc. (the "Fund") to be held at 11:00 a.m.
Eastern Time, on April 21, 2005 at the offices of the Fund at 1345 Avenue of the
Americas, 41st Floor, New York, New York 10105, and at any postponement or
adjournment thereof, to cast on behalf of the undersigned all votes that the
undersigned is entitled to cast at the Meeting and otherwise to represent the
undersigned at the Meeting with all powers possessed by the undersigned if
personally present at the Meeting. The undersigned hereby acknowledges receipt
of the Notice of Meeting and accompanying Proxy Statement, revokes any proxy
previously given with respect to the Meeting and instructs said proxies to vote
said shares as indicated on the reverse side of this proxy card.
IF THIS PROXY CARD IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST AS SPECIFIED. IF THIS PROXY CARD IS PROPERLY EXECUTED
BUT NO SPECIFICATION IS MADE FOR ANY ONE OR MORE OF THE PROPOSALS, THE VOTES
ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST "FOR" PROPOSALS AS TO WHICH
NO SPEFICICATION IS MADE, AND IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY
OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR
POSTPONEMENT THEREOF.
Date: _________________________, 2005
***PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE***
---------------------------------------------------
Signature(s) of Shareholder(s) (Please sign in box)
IMPORTANT: Please sign legibly and exactly as the name appears on this card.
Joint owners must EACH sign the proxy. When signing as executor, administrator,
attorney, trustee or guardian, or as custodian for a minor, please give the FULL
title of such, and where more than one name appears, a majority must sign. If a
corporation, please give the FULL corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.
- --------------------------------------------------------------------------------
Please fill in box(es) as shown using black or blue ink or number 2 pencil. /X/
PLEASE DO NOT USE FINE POINT PENS.
PROPOSAL (1) Amendment of the Fund's investment objective
|_| FOR |_| AGAINST |_| ABSTAIN
PROPOSAL (2)(a) Amendment of fundamental policy regarding issuing senior
securities and borrowing money
|_| FOR |_| AGAINST |_| ABSTAIN
2(b) Elimination of fundamental policy on senior securities
|_| FOR |_| AGAINST |_| ABSTAIN
2(c) Amendment of fundamental restriction on investment in commodities,
commodity contracts and futures contracts
|_| FOR |_| AGAINST |_| ABSTAIN
2(d) Elimination of the Fund's investment policy to invest, under normal
circumstances, 85% of its total assets in equity securities
|_| FOR |_| AGAINST |_| ABSTAIN
2(e) Amendment of the Fund's fundamental policy on investment in real
estate and companies that deal in real estate
|_| FOR |_| AGAINST |_| ABSTAIN
2(f) Elimination of the Fund's fundamental policy prohibiting joint and
joint and several participation in securities trading accounts
|_| FOR |_| AGAINST |_| ABSTAIN
2(g) Elimination of the Fund's fundamental restriction regarding short
sales and collateral
|_| FOR |_| AGAINST |_| ABSTAIN
2(h) Elimination of fundamental restriction on investing for the purpose
of exercising control
|_| FOR |_| AGAINST |_| ABSTAIN
2(i) Elimination of fundamental restriction on purchasing securities on
margin
|_| FOR |_| AGAINST |_| ABSTAIN
2(j) Elimination of fundamental restriction on pledging, hypothecating,
mortgaging or otherwise encumbering fund assets, except to secure
permitted borrowings
|_| FOR |_| AGAINST |_| ABSTAIN
2(k) Amendment of the Fund's fundamental investment policy regarding
concentration
|_| FOR |_| AGAINST |_| ABSTAIN
2(l) Reclassification of the Fund's investment objective as
non-fundamental
|_| FOR |_| AGAINST |_| ABSTAIN
PROPOSAL (3) To vote and otherwise represent the undersigned on any other matter
that may properly come before the Meeting, any postponement or adjournment
thereof, including any matter incidental to the conduct of the Meeting, in the
discretion of the Proxy holder(s).
|_| FOR (Grant) |_| AGAINST (Withhold) |_| ABSTAIN
PLEASE SIGN ON THE REVERSE SIDE.