-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H5ndQO3bTCx1HuSw4hVULt56Aa1Sl/KmvTDPzEnCehhzhWn4toofMsMDVWSVdKdL ImB0t487/islc5V31aiDDw== 0000919574-05-003228.txt : 20050908 0000919574-05-003228.hdr.sgml : 20050908 20050908163038 ACCESSION NUMBER: 0000919574-05-003228 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051115 FILED AS OF DATE: 20050908 DATE AS OF CHANGE: 20050908 EFFECTIVENESS DATE: 20050908 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCEBERNSTEIN CAP FUND,INC CENTRAL INDEX KEY: 0000081443 IRS NUMBER: 132625045 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-01716 FILM NUMBER: 051075602 BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS STREET 2: C/O ALLIANCE CAPITAL MANAGEMENT LP CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 2125544623 MAIL ADDRESS: STREET 1: ALLIANCE CAPITAL MANAGEMENT LP STREET 2: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 FORMER COMPANY: FORMER CONFORMED NAME: ALLIANCEBERNSTEIN SMALL CAP GROWTH FUND INC DATE OF NAME CHANGE: 19931001 FORMER COMPANY: FORMER CONFORMED NAME: ALLIANCE CAPITAL QUASAR FUND INC DATE OF NAME CHANGE: 19930907 FORMER COMPANY: FORMER CONFORMED NAME: QUASAR ASSOCIATES INC DATE OF NAME CHANGE: 19890427 DEF 14A 1 d591823_def-14a.txt ----------------------------- OMB APPROVAL OMB Number: 3235-0059 Expires: January 31,2008 Estimated average burden hours per response.......14. ----------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [_] Check the appropriate box: [_] Preliminary Proxy Statement [_] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [_] Definitive Additional Materials [_] Soliciting Material Pursuant to Section 240.14a-12 AllianceBernstein Cap Fund, Inc. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) N/A - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required [_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: - -------------------------------------------------------------------------------- 2) Aggregate number of securities to which transaction applies: - -------------------------------------------------------------------------------- 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): - -------------------------------------------------------------------------------- 4) Proposed maximum aggregate value of transaction: - -------------------------------------------------------------------------------- 5) Total fee paid: - -------------------------------------------------------------------------------- [_] Fee paid previously with preliminary materials. [_] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: - -------------------------------------------------------------------------------- 2) Form, Schedule or Registration Statement No.: - -------------------------------------------------------------------------------- 3) Filing Party: - -------------------------------------------------------------------------------- 4) Date Filed: - -------------------------------------------------------------------------------- [LOGO] ALLIANCEBERNSTEIN (R) Investment Research and Management THE ALLIANCEBERNSTEIN FUNDS 1345 Avenue of the Americas, New York, New York 10105 September 6, 2005 Dear Stockholders: The Boards of Directors/Trustees (the "Directors") of the AllianceBernstein Funds listed in the accompanying Notice of Joint Annual Meeting of Stockholders (each, a "Fund" and, collectively, the "Funds") are pleased to invite you to the Joint Annual Meeting of Stockholders (the "Meeting") to be held on November 15, 2005. The accompanying Notice of Joint Annual Meeting of Stockholders and Proxy Statement present several Proposals to be considered at the Meeting. At the Meeting, stockholders or shareholders (the "stockholders") of each Fund will be asked to elect Directors of that Fund. We are also asking that you approve Proposals, as explained in the attached Proxy Statement, that are intended to update and standardize the governing documents and fundamental investment policies of some or all of the Funds, as applicable. Generally, fundamental policies are policies that under federal law can only be changed by a stockholder vote. We believe that uniform Fund governing documents and fundamental policies will result in substantial benefits for each Fund and its stockholders. Many of the Funds were organized before the early 1990's. The governing documents and fundamental policies of many of these Funds impose restrictions that can be traced back to requirements that are no longer applicable. These restrictions can limit a Fund's flexibility to act efficiently. Although not required, many of the Funds have investment objectives that are fundamental. We are asking that you approve making these investment objectives "non-fundamental". For some of the Funds, we are also asking that you approve changes to a Fund's investment objective. As a non-fundamental policy, the Fund's investment objective can be changed with approval of the Board in the future without the need for the delay or expense of a stockholder vote. The Directors have concluded that the Proposals are in the best interests of each Fund and unanimously recommend that you vote "FOR" the Proposals that apply to the Fund or Funds in which you hold shares. We welcome your attendance at the Meeting. If you are unable to attend, we encourage you to vote promptly by proxy. Computershare Fund Services, Inc. ("Computershare"), a proxy solicitation firm, has been selected to assist in the proxy solicitation process. If we have not received your proxy as the date of the Meeting approaches, you may receive a telephone call from Computershare reminding you to vote by proxy. No matter how many shares you own, your vote is important. Sincerely, Marc O. Mayer President QUESTIONS AND ANSWERS THE ALLIANCEBERNSTEIN FUNDS PROXY Q. WHY DID YOU SEND ME THIS BOOKLET? A. This booklet contains the Notice of Joint Annual Meeting of Stockholders (the "Notice") and Proxy Statement that provides you with information you should review before voting on the Proposals that will be presented at the Annual Meeting of Stockholders (the "Meeting") for the AllianceBernstein Funds listed in the accompanying Notice (each, a "Fund" and, collectively, the "Funds"). You are receiving these proxy materials because you either own shares of a Fund's stock or shares of beneficial interest in a Fund (we refer to both as "shares" and to the holders of shares as "stockholders"). As a stockholder, you have the right to vote for the election of Directors or Trustees of a Fund and on the various proposals concerning your investment in a Fund. Q. WHO IS ASKING FOR MY VOTE? A. The Board of Directors/Trustees of a Fund (each, a "Board" and, collectively, the "Boards") is asking you to vote at the Meeting. In this Proxy Statement, we will refer to both Directors and Trustees, individually, as a "Director" or, collectively, as the "Directors." Those Proposals are as follows: The first Proposal is to elect Directors for each Fund. The stockholders of each Fund will be asked to elect Directors of that Fund. We are also asking for your approval of several other Proposals. As more fully explained in the Proxy Statement, not all of these Proposals apply to each Fund. These Proposals include the approval of: . the amendment and restatement of the charter of each Fund that is a Maryland corporation; . amendment, elimination or reclassification of certain Funds' fundamental investment restrictions; and . reclassification of certain fundamental investment objectives as non-fundamental and, in some cases, a change in a Fund's investment objective. Q. HOW DOES THE BOARD RECOMMEND I VOTE? A. The Board recommends that you vote "FOR" all Proposals. Q. WHO IS ELIGIBLE TO VOTE? A. Stockholders of record at the close of business on August 24, 2005 (the "Record Date") are entitled to vote at the Meeting or any adjournment or postponement of the Meeting. You will be entitled to vote only on those proposals that apply to the Fund of which you were a stockholder on the Record Date. If you owned shares on the Record Date, you have the right to vote even if you later redeemed the shares. Q. WHAT ROLE DOES A BOARD PLAY? A. A Board oversees the management of a Fund. Each of the Directors has an obligation to act in what he or she believes to be the best interests of a Fund, including approving and recommending charter and policy changes such as those proposed in the Proxy Statement. The background of each nominee for Director is described in the Proxy Statement. Q. WHY ARE THE DIRECTORS PROPOSING THE AMENDMENT AND RESTATEMENT OF THE CHARTER OF EACH FUND THAT IS ORGANIZED AS A MARYLAND CORPORATION? A. Most of the Funds are organized under Maryland law. We are proposing the amendment and restatement of the charter of each Fund that is a Maryland corporation for your approval in order to modernize and standardize these documents and to facilitate more efficient management of the Funds by giving them greater flexibility as permitted under Maryland law. Q. WHY ARE THE DIRECTORS PROPOSING TO AMEND, ELIMINATE OR RECLASSIFY CERTAIN OF THE FUNDS' FUNDAMENTAL INVESTMENT RESTRICTIONS? A. Certain policies are required by the federal law applicable to mutual funds to be fundamental, meaning they cannot be changed without a stockholder vote. We are proposing to standardize these required fundamental policies so that the Funds will have uniform policies. Many of the Funds adopted other policies as fundamental when it was not necessary to do so. We are proposing to eliminate many of these policies because they are no longer required due to changes in applicable law and can now be eliminated. As explained in the Proxy Statement, certain of these fundamental policies will be reclassified and retained as non-fundamental policies, if stockholders approve making them non-fundamental. These Proposals would update the Funds' fundamental investment policies and standardize them across the Funds. The Funds would continue to be managed in accordance with the investment policies described in their prospectuses (as such prospectuses are updated from time to time). We do not expect that the revised policies would significantly change the way the Funds are managed. Q. WHY ARE THE DIRECTORS PROPOSING THAT YOU APPROVE RECLASSIFYING THE FUNDS' FUNDAMENTAL INVESTMENT OBJECTIVES AND, IN SOME CASES, MODIFYING THEM? A. A Fund's investment objective generally is not required to be fundamental. Consequently, a Fund is not usually required to have a stockholder vote to change its objective under applicable laws. We propose the reclassification of the Funds' fundamental investment objectives as non-fundamental to provide the Funds with the flexibility to respond to market changes without incurring the expense and delay of seeking a stockholder vote. The reclassification would permit a Fund to revise its investment objective in the event that the Board in consultation with the Funds' investment adviser, Alliance Capital Management L.P. ("Alliance") believes it is necessary or appropriate to emphasize different strategies or portfolio allocations in light of then prevailing market conditions or trends. The proposed changes to certain of the Funds' investment objectives are intended to simplify and clarify the Funds' investment objectives and to make them consistent among similar groups of Funds, such as the fixed-income AllianceBernstein Funds, or across all the Funds. In the case of Americas Government Income and Quality Bond, the proposed changes in investment objective would be accompanied by changes to the Fund's investment strategies as discussed in detail in the attached Proxy Statement. Any subsequent change in a Fund's investment objective would be subject to prior approval by the Board of that Fund. Stockholders will be given at least 60 days notice prior to the implementation of a change in an investment objective. Q. WHY ARE THERE SO MANY PROPOSALS FOR MULTIPLE FUNDS IN ONE PROXY STATEMENT? A. The Funds are intended to offer a broad range of investment opportunities to investors and the Funds have over 5 million stockholders. We have included all of our Proposals in one Proxy Statement to reduce costs. More tailored Proxy Statements would increase printing and mailing costs significantly. We recognize that the Proxy Statement is lengthy and have endeavored to make it as simple and understandable as possible. One way to approach it is for you to identify your Fund below and only read the Proposals applicable to your Fund. Another way is for you to use the Proxy Card, which is included in the materials being sent to you, to identify the Proposals applicable to your Fund and only read those parts of the Proxy Statement. Q. HOW CAN I VOTE MY SHARES? A. Please follow the instructions included on the enclosed Proxy Card. Q. WHAT IF I WANT TO REVOKE MY PROXY? A. You can revoke your proxy at any time prior to its exercise by (i) giving written notice to the Secretary of a Fund at 1345 Avenue of the Americas, New York, New York 10105, (ii) by signing and submitting another proxy of a later date, or (iii) by personally voting at the Meeting. Q. WHAT NUMBER DO I CALL IF I HAVE QUESTIONS REGARDING THE PROXY? A. Please call (866) 360-2513 if you have questions. [LOGO] ALLIANCEBERNSTEIN (R) Investment Research and Management THE ALLIANCEBERNSTEIN FUNDS - -------------------------------------------------------------------------------- 1345 Avenue of the Americas, New York, New York 10105 - -------------------------------------------------------------------------------- NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS SCHEDULED FOR NOVEMBER 15, 2005 To the Stockholders of the AllianceBernstein Funds: Notice is hereby given that a Joint Annual Meeting of Stockholders (the "Meeting") of the AllianceBernstein Funds listed on the reverse side of this notice (each, a "Fund", and, collectively, the "Funds") will be held at the offices of the Funds, 1345 Avenue of the Americas, 39th Floor, New York, New York 10105, on November 15, 2005, at 3:00 p.m., Eastern Time, to consider and vote on the following Proposals, all of which are more fully described in the accompanying Proxy Statement dated September 6, 2005: 1. The election of Directors or Trustees (both referred to herein as "Directors") for a Fund, each such Director to serve for a term of indefinite duration and until his or her successor is duly elected and qualifies; 2. The amendment and restatement of the charter of each Fund that is organized as a Maryland corporation, which will repeal in their entirety all of the currently existing charter provisions and substitute in lieu thereof the new provisions set forth in the Form of Articles of Amendment and Restatement attached to the accompanying Proxy Statement as Appendix D; 3. The amendment, elimination, or reclassification as non-fundamental of certain of the Funds' fundamental investment restrictions; 4. The reclassification of certain of the Funds' fundamental investment objectives as non-fundamental and, for certain of the Funds, a change in the investment objective; and 5. To transact such other business as may properly come before the Meeting and any adjournments or postponements thereof. Any stockholder of record of a Fund at the close of business on August 24, 2005 (the "Record Date") is entitled to notice of, and to vote at, the Meeting or any postponement or adjournment thereof. Proxies are being solicited on behalf of the Board of each Fund. Each stockholder who does not expect to attend the Meeting in person is requested to complete, date, sign and promptly return the enclosed Proxy Card, or to submit voting instructions by telephone at (866) 360-2513 or via the Internet as described on the enclosed Proxy Card. The Board of Directors of each Fund recommends a vote "FOR" each Proposal. By Order of the Boards of Directors, Mark R. Manley Secretary New York, New York September 6, 2005 - -------------------------------------------------------------------------------- YOUR VOTE IS IMPORTANT Please indicate your voting instructions on the enclosed Proxy Card, sign and date it, and return it in the envelope provided, which needs no postage if mailed in the United States. You may also by telephone or through the Internet authorize a proxy to vote your shares. To do so, please follow the instructions on the enclosed Proxy Card. Your vote is very important no matter how many shares you own. Please complete, date, sign and return your Proxy Card promptly in order to save the Funds any additional cost of further proxy solicitation and in order for the Meeting to be held as scheduled. - -------------------------------------------------------------------------------- (R)This is a mark used under license from the owner Alliance Capital Management L.P. AllianceBernstein Americas AllianceBernstein Large Cap Growth Government Income Trust, Inc. Fund, Inc. ("Large Cap Growth") ("Americas Government Income") AllianceBernstein Mid-Cap Growth AllianceBernstein Balanced Shares, Fund, Inc. ("Mid-Cap Growth") Inc. ("Balanced Shares") AllianceBernstein Multi-Market AllianceBernstein Blended Style Strategy Trust, Inc. Series, Inc. ("ABSS") ("Multi-Market Strategy") - U.S. Large Cap Portfolio ("U.S. Large Cap") AllianceBernstein Municipal Income Fund, Inc. ("AMIF") AllianceBernstein Bond Fund, Inc. - California Portfolio ("ABF") - Insured California Portfolio - AllianceBernstein Corporate - Insured National Portfolio Bond Portfolio ("Corporate - National Portfolio Bond") - New York Portfolio - AllianceBernstein Quality Bond Portfolio ("Quality Bond") AllianceBernstein Municipal Income - AllianceBernstein U.S. Fund II ("AMIF II") Government Portfolio ("U.S. - Arizona Portfolio Government") - Florida Portfolio - Massachusetts Portfolio AllianceBernstein Cap Fund, Inc. - Michigan Portfolio ("ACF") - Minnesota Portfolio - AllianceBernstein Small Cap - New Jersey Portfolio Growth Portfolio ("Small Cap - Ohio Portfolio Growth") - Pennsylvania Portfolio - Virginia Portfolio AllianceBernstein Emerging Market Debt Fund, Inc. ("Emerging Market") The AllianceBernstein Portfolios ("TAP") AllianceBernstein Exchange - AllianceBernstein Growth Fund Reserves ("Exchange Reserves") ("Growth") - AllianceBernstein Wealth AllianceBernstein Focused Growth & Preservation Strategy ("Wealth Income Fund, Inc. ("Focused Growth Preservation") & Income") - AllianceBernstein Tax-Managed Wealth Preser- vation Strategy AllianceBernstein Global Health ("Tax-Managed Wealth Care Fund, Inc. ("Global Health Preservation") Care") - AllianceBernstein Balanced Wealth Strategy ("Balanced AllianceBernstein Global Research Wealth") Growth Fund, Inc. ("Global - AllianceBernstein Tax-Managed Research Growth") Balanced Wealth Strategy ("Tax-Managed Balanced Wealth") AllianceBernstein Global Strategic - AllianceBernstein Wealth Income Trust, Inc. ("Global Appreciation Strategy ("Wealth Strategic Income") Appreciation") - AllianceBernstein Tax-Managed AllianceBernstein Global Wealth Apprecia- tion Strategy Technology Fund, Inc. ("Global ("Tax-Managed Wealth Technology") Appreciation") AllianceBernstein Greater China AllianceBernstein Real Estate '97 Fund, Inc. ("Greater China") Investment Fund, Inc. ("Real Estate") AllianceBernstein Growth and Income Fund, Inc. ("Growth & AllianceBernstein Trust ("ABT") Income") - AllianceBernstein Value Fund ("Value") AllianceBernstein High Yield Fund, - AllianceBernstein Small/Mid Cap Inc. ("High Yield") Value Fund ("Small/Mid Cap Value") AllianceBernstein Institutional - AllianceBernstein International Funds, Inc. ("AIF") Value Fund ("International - AllianceBernstein Premier Value") Growth Institutional Fund - AllianceBernstein Global Value ("Premier Growth") Fund ("Global Value") - AllianceBernstein Real Estate Investment Institu- tional Fund AllianceBernstein Utility Income ("Real Estate Institutional") Fund, Inc. ("Utility Income") AllianceBernstein International Growth Fund, Inc. ("International Growth") AllianceBernstein International Research Growth Fund, Inc. ("International Research Growth") (the "AllianceBernstein Funds") TABLE OF CONTENTS
Page ---- Introduction 1 Proposal One -- Election of Directors 6 Proposal Two -- Amendment and Restatement of the Charter of Each Fund Organized as a Maryland Corporation 16 Proposal Three -- Amendment, Elimination or Reclassification as Non-fundamental of Certain of the Funds' Fundamental Investment Restrictions 25 Proposal Four -- Reclassification of Certain of the Funds' Fundamental Investment Objectives, and for Certain Funds a Change in Investment Objective 42 Independent Registered Public Accounting Firms 49 Proxy Voting and Stockholder Meetings 58 Officers of the Funds 59 Stock Ownership 60 Information as to the Investment Adviser and Distributor of the Funds 60 Submission of Proposals for Next Meeting of Stockholders 60 Other Matters 60 Reports to Stockholders 61 Appendix A -- Outstanding Voting Shares A-1 Appendix B -- Additional Information Regarding Directors B-1 Appendix C -- Governance and Nominating Committee Charter C-1 Appendix D -- Form of Articles of Amendment and Restatement D-1 Appendix E -- Stock Ownership E-1
PROXY STATEMENT THE ALLIANCEBERNSTEIN FUNDS 1345 Avenue of the Americas New York, New York 10105 ----------------- JOINT ANNUAL MEETING OF STOCKHOLDERS November 15, 2005 ----------------- INTRODUCTION This is a combined Proxy Statement for the AllianceBernstein Funds listed in the accompanying Notice of Joint Annual Meeting of Stockholders (each a "Fund" and collectively, the "Funds"). The Boards of Directors/Trustees of the Funds (each a "Board" and collectively, the "Boards") are soliciting proxies for a Joint Annual Meeting of Stockholders of each Fund (the "Meeting") to consider and vote on Proposals that are being recommended by the Boards of their Funds. We refer to Directors or Trustees as, individually, a "Director" and collectively, the "Directors" for the purposes of this Proxy Statement. The Boards are sending you this Proxy Statement to ask for your vote on several Proposals affecting your Fund. The Funds will hold the Meeting at the offices of the Funds, 1345 Avenue of the Americas, 39th Floor, New York, New York 10105, on November 15, 2005 at 3:00 p.m., Eastern Time. The solicitation will be made primarily by mail and may also be made by telephone. The solicitation cost will be borne by the Funds. Alliance Capital Management L.P. is the investment adviser to the Funds ("Alliance"). The Notice of Joint Annual Meeting of Stockholders, Proxy Statement, and Proxy Card are being mailed to stockholders on or about September 6, 2005. Any stockholder who owned shares of a Fund on August 24, 2005 (the "Record Date") is entitled to notice of, and to vote at, the Meeting and any postponement or adjournment thereof. Each share is entitled to one vote. We have divided the Proxy Statement into five main parts: Part I - Overview of the Boards' Proposals. Part II - Discussion of each Proposal and an explanation of why we are requesting that you approve each Proposal. Part III - Information about the Funds' independent registered public accounting firms. Part IV - Additional information on proxy voting and stockholder meetings. Part V - Other information about the Funds.
1 Part I - Overview of Proposals As a stockholder of one or more of the Funds, you are being asked to consider and vote on a number of Proposals. While the following list is long, not all of the Proposals apply to each Fund. Many of the Proposals relate to conforming changes that will result in standardized policies across the Funds. Please note that the stockholders of Premier Growth are being asked to vote only on the election of Directors and the proposed amendment and restatement of that Fund's charter. So Proposal 3 and Proposal 4 do not apply to that Fund. In addition, only the Funds that are organized as Maryland corporations are being asked to vote on the amendment and restatement of their charters. Proposal Fund(s) Affected 1.The election of the Directors, each such Director to serve a All Funds term of an indefinite duration and until his or her successor is duly elected and qualifies. 2.The amendment and restatement of the charter of each Fund All Funds Except: that is organized as a Maryland corporation, which will repeal ABT - All Funds, Exchange Reserves, in their entirety all currently existing charter provisions and AMIF II - All Portfolios, substitute in lieu thereof new provisions set forth in the Form and TAP - All Funds of Articles of Amendment and Restatement attached to this Proxy Statement as Appendix D. 3.The amendment, elimination, or reclassification as non- fundamental of the fundamental investment restrictions regarding: 3.A. Diversification All Funds Except: Americas Government Income, Emerging Market, Greater China, Global Strategic Income, AMIF - California Portfolio, AMIF - Insured California Portfolio, AMIF - New York Portfolio, AMIF II - All Portfolios, and Multi-Market Strategy 3.B. Issuing Senior Securities and Borrowing Money All Funds Except: International Growth and International Research Growth 3.C. Underwriting Securities All Funds Except: Americas Government Income, Emerging Market, Greater China, Global Health Care, Global Strategic Income, International Growth, Multi-Market Strategy, Balanced Wealth, Wealth Appreciation, Wealth Preservation, and Tax-Managed Wealth Appreciation 3.D. Concentration of Investments All Funds Except: International Growth and International Research Growth 3.E. Real Estate and Companies that Deal in Real Estate All Funds Except: International Growth and International Research Growth
2 Proposal Fund(s) Affected 3.F. Commodity Contracts and Futures Contracts All Funds Except: International Growth and International Research Growth 3.G. Loans All Funds 3.H. Joint Securities Trading Accounts Americas Government Income, Corporate Bond, U.S. Government, Small Cap Growth, Emerging Market, Greater China, Global Strategic Income, Real Estate Institutional, Large Cap Growth, AMIF - California Portfolio, AMIF - Insured National Portfolio, AMIF - New York Portfolio, AMIF - National Portfolio, AMIF II - All Portfolios, Multi-Market Strategy, Real Estate, Utility Income, and Growth 3.I. Exercising Control All Funds Except: U.S. Large Cap, Quality Bond, Global Research Growth, High Yield, International Growth, International Research Growth, Mid-Cap Growth, AMIF - All Portfolios, AMIF II - All Portfolios, Growth, Tax-Managed Balanced Wealth, and Tax-Managed Wealth Preservation 3.J. Other Investment Companies Americas Government Income, Corporate Bond, U.S. Government, Balanced Shares, Emerging Market, Exchange Reserves, Growth & Income, Global Research Growth, Large Cap Growth, Multi-Market Strategy, and Utility Income 3.K. Oil, Gas, and Other Types of Mineral Leases Americas Government Income, Corporate Bond, U.S. Government, Balanced Shares, Small Cap Growth, Emerging Market, Growth & Income, Global Strategic Income, Global Technology, Real Estate Institutional, Large Cap Growth, Mid-Cap Growth, Multi-Market Strategy, Real Estate, and Utility Income 3.L. Purchases of Securities on Margin All Funds Except: ABT - All Funds, Focused Growth & Income, Global Health Care, International Growth, International Research Growth, and TAP - All Funds
3 Proposal Fund(s) Affected 3.M. Short Sales All Funds Except: U.S. Large Cap, Focused Growth & Income, Global Health Care, Global Research Growth, Global Technology, International Growth, International Research Growth, and TAP - All Funds 3.N. Pledging, Hypothecating, Mortgaging, or Otherwise All Funds Except: Encumbering Assets Quality Bond, U.S. Government, High Yield, International Growth, International Research Growth, Utility Income, Tax-Managed Balanced Wealth, Tax-Managed Wealth Preservation, and Growth 3.O. Illiquid and Restricted Securities Corporate Bond, and Growth & Income 3.P. Warrants Americas Government Income, U.S. Government, Corporate Bond, Balance Shares, Small Cap Growth, Growth & Income, Large Cap Growth, Mid-Cap Growth, and Multi-Market Strategy 3.Q. Unseasoned Companies Corporate Bond, Balanced Shares, Exchange Reserves, Growth & Income, Large Cap Growth, and Mid-Cap Growth 3.R. Requirement to Invest in Specific Investments Americas Government Income, Balanced Shares, Global Technology, and Large Cap Growth 3.S. 65% Investment Limitation Corporate Bond, U.S. Government, AMIF - Insured California Portfolio, AMIF - Insured National Portfolio, and Utility Income 3.T. Securities of Issuers in which Officers or Directors/ Corporate Bond, Balanced Shares, Partners Have an Interest Small Cap Growth, Exchange Reserves, Growth & Income, Large Cap Growth, and Mid-Cap Growth 3.U. Purchasing or Selling Securities Through Interested Mid-Cap Growth Parties 3.V. Option Transactions Americas Government Income, Small Cap Growth, Exchange Reserves, Large Cap Growth, and AMIF II - All Portfolios 3.W. Purchasing Voting or Other Securities Emerging Market, Exchange Reserves, Mid-Cap Growth, and Utility Income 3.X. Repurchase Agreements AMIF - Insured California Portfolio
4 Proposal Fund(s) Affected 3.Y. Transactions Effected Through Affiliated Broker- Large Cap Growth Dealer 3.Z. Special Meetings Called by Stockholders Large Cap Growth 3.Z.1 Investment Grade Securities Balanced Shares, and Growth & Income 4. A. The reclassification of a Fund's fundamental investment ABT - All Funds, Global Research Growth, objective as non-fundamental with no change to investment Global Strategic Income, and Multi-Market objective; and Strategy B. The reclassification as non-fundamental with changes to 1. Americas Government Income specific Funds' investment objectives. 2. Corporate Bond 3. Quality Bond 4. U.S. Government 5. Emerging Market 6. High Yield 7. AMIF - All Portfolios (except AMIF- Insured California Portfolio);and AMIFII - All Portfolios 8. AMIF - Insured California Portfolio 9. Balanced Shares 10.Small Cap Growth 11.Focused Growth & Income 12.Global Health Care 13.Growth & Income 14.Global Technology 15.Real Estate Institutional RealEstate 16.Large Cap Growth 17.Mid-Cap Growth 18.Utility Income 19.Growth
5 Part II - Discussion of Each Proposal PROPOSAL ONE ELECTION OF DIRECTORS At the Meeting, stockholders will vote on the election of Directors of their Funds. Each Director elected at the Meeting will serve for a term of indefinite duration and until his or her successor is duly elected and qualifies. The following individuals have been nominated for election as a Director of all of the Funds except Greater China. It is the intention of the persons named as proxies in the accompanying Proxy Card to nominate and vote in favor of the nominees named below for election as a Director of all of the Funds except Greater China. Ruth Block David H. Dievler John H. Dobkin Michael J. Downey William H. Foulk, Jr. D. James Guzy Marc O. Mayer Marshall C. Turner, Jr The following individuals named below are nominees for election as a Director of Greater China and it is the intention of the persons named as proxies in the accompanying proxy to nominate and vote in favor of the nominees named below for election as a Director of Greater China: David H. Dievler William H. Foulk, Jr. Each nominee has consented to serve as a Director. The Boards know of no reason why any of the nominees would be unable to serve, but in the event any nominee is unable to serve or for good cause will not serve, the proxies received indicating a vote in favor of such nominee will be voted for a substitute nominee as the Boards may recommend. Each of the Funds has a policy generally requiring that Directors retire at the end of the calendar year in which they reach the age of 76. The Governance and Nominating Committees and the Boards of the Funds have waived the application of this retirement policy as to Mr. Dievler through December 31, 2006. 6 Certain information concerning the nominees is set forth below.
Number of Portfolios in AllianceBernstein Other Fund Complex Directorships Name, Address and Years of Principal Occupation(s) Overseen by Held by Date of Birth Service* During Past 5 Years Director Director ----------------- -------------------------- ----------------------- ----------------- ------------- DISINTERESTED DIRECTORS Ruth Block,#,** Americas Government Formerly Executive 105 None 500 SE Mizner Blvd. Income: since 1992 Vice President and Boca Raton, FL 33432 ABF: since 1987 Chief Insurance Officer 11/7/30 Balanced Shares: since of The Equitable Life 1986 Assurance Society of ABSS: since 2002 the United States; ABT: since 2001 Chairman and Chief ACF: since 1992 Executive Officer of Emerging Market: since Evlico (insurance); 1993 former Governor at Exchange Reserves: since Large, National 1994 Association of Focused Growth & Securities Dealers, Inc. Income: since 1999 Global Health Care: since 1999 Growth & Income: since 1986 Global Research Growth: since 2002 Global Strategic Income: since 1995 High Yield: since 1997 International Growth: since 1994 International Research Growth: since 1998 AIF: since 1997 Large Cap Growth: since 1992 Mid-Cap Growth: since 1989 AMIF: since 1987 AMIF II: since 1993 Multi-Market Strategy: since 1992 Real Estate: since 1996 Utility Income: since 1993 TAP: since 1993
- -------- * "Years of Service" refers to the total number of years served as a Director. There is no stated term of office for the Funds' Directors, however, the Directors are generally subject to a policy requiring retirement at the age of 76. With respect to Mr. Dievler, the Governance and Nominating Committees and the Boards of the Funds have waived the application of this retirement policy through December 31, 2006. ** Ms. Block was an "interested person", as defined in Section 2(a)(19) of the Investment Company Act of 1940 (the "1940 Act") from July 22, 1992 until October 21, 2004 by reason of her ownership of securities of a control person of Alliance from July 1992. Ms. Block received shares of The Equitable Companies Incorporated ("Equitable") as part of the demutualization of The Equitable Life Assurance Society of the United States, in 1992. Ms. Block's Equitable shares were subsequently converted through a corporate action into American Depositary Shares of AXA, which were sold for approximately $2,400 on October 21, 2004. Equitable and AXA are control persons of Alliance. # Member of the Audit Committee, the Governance and Nominating Committee, and the Independent Directors Committee of a Fund. 7
Number of Portfolios in AllianceBernstein Other Fund Complex Directorships Name, Address and Years of Principal Occupation(s) Overseen by Held by Date of Birth Service* During Past 5 Years Director Director - ----------------- -------------------------- ----------------------- ----------------- ------------- David H. Dievler,# Americas Government Independent consultant. 107 None P.O. Box 167 Income: since 1992 Until December 1994 Spring Lake, ABF: since 1987 he was Senior Vice NJ 07762 Balanced Shares: since President of ACMC 10/23/29 1987 ("Alliance Capital ABSS: since 2002 Management ABT: since 2001 Corporation", the ACF: since 1987 general partner of Emerging Market: since Alliance) responsible 1993 for mutual fund Exchange Reserves: since administration. Prior to 1994 joining ACMC in 1984, Focused Growth & he was Chief Financial Income: since 1999 Officer of Eberstadt Greater China: since 1998 Asset Management Global Health Care: since since 1968. Prior to 1999 that, he was Senior Growth & Income: since Manager at Price 1987 Waterhouse & Co. Global Research Growth: Member of American since 2002 Institute of Certified Global Strategic Income: Public Accountants since 1995 since 1953. Global Technology: since 1990 High Yield: since 1997 International Growth: since 1994 International Research Growth: since 1998 AIF: since 1997 Large Cap Growth: since 1992 Mid-Cap Growth: since 1981 AMIF: since 1987 AMIF II: since 1993 Multi-Market Strategy: since 1991 Real Estate: since 1996 Utility Income: since 1993 TAP: since 1999
- -------- * "Years of Service" refers to the total number of years served as a Director. There is no stated term of office for the Funds' Directors, however, the Directors are generally subject to a policy requiring retirement at the age of 76. With respect to Mr. Dievler, the Governance and Nominating Committees and the Boards of the Funds have waived the application of this retirement policy through December 31, 2006. # Member of the Audit Committee, the Governance and Nominating Committee, and the Independent Directors Committee of a Fund. 8
Number of Portfolios in AllianceBernstein Other Fund Complex Directorships Name, Address and Years of Principal Occupation(s) Overseen by Held by Date of Birth Service* During Past 5 Years Director Director - ----------------- -------------------------- ----------------------- ----------------- ------------- John H. Dobkin,# Americas Government Consultant. Formerly 105 Municipal P.O. Box 12 Income: since 1992 President of Save Art Society Annandale, ABF: since 1998 Venice, Inc. (New York NY 12504 Balanced Shares: since (preservation City) 2/19/42 1992 organization) from ABSS: since 2002 2001-2002, Senior ABT: since 2001 Adviser from June 1999 ACF: since 1994 - June 2000 and Emerging Market: since President of Historic 1993 Hudson Valley (historic Exchange Reserves: since preservation) from 1994 December 1989 - May Focused Growth & 1999. Previously, Income: since 1999 Director of the National Global Health Care: since Academy of Design and 1999 during 1988-1992, Growth & Income: since Director and Chairman 1992 of the Audit Committee Global Research Growth: of ACMC. since 2002 Global Strategic Income: since 1995 High Yield: since 1997 International Growth: since 1994 International Research Growth: since 1998 AIF: since 1997 Large Cap Growth: since 1992 Mid-Cap Growth: since 1992 AMIF: since 1998 AMIF II: since 1998 Multi-Market Strategy: since 1992 Real Estate: since 1996 Utility Income: since 1993 TAP: since 1999
- -------- * "Years of Service" refers to the total number of years served as a Director. There is no stated term of office for the Funds' Directors, however, the Directors are generally subject to a policy requiring retirement at the age of 76. With respect to Mr. Dievler, the Governance and Nominating Committees and the Boards of the Funds have waived the application of this retirement policy through December 31, 2006. # Member of the Audit Committee, the Governance and Nominating Committee, and the Independent Directors Committee of a Fund. 9
Number of Portfolios in AllianceBernstein Other Fund Complex Directorships Name, Address and Years of Principal Occupation(s) Overseen by Held by Date of Birth Service* During Past 5 Years Director Director ----------------- -------------------------- ----------------------- ----------------- ------------- Michael J. Downey,# Americas Government Consultant since 2004. 80 Asia c/o Alliance Capital Income: since 2005 Formerly managing Pacific Management L.P. ABF: since 2005 partner of Lexington Fund, Inc.; 1345 Avenue of the Balanced Shares: since Capital, LLC and the Americas 2005 (investment advisory Merger New York, NY 10105 ABSS: since 2005 firm) from 1997 until Fund 1/26/44 ABT: since 2005 December 2003. Prior ACF: since 2005 thereto, Chairman and Emerging Market: since CEO of Prudential 2005 Mutual Fund Exchange Reserves: since Management 2005 (1987-1993). Focused Growth & Income: since 2005 Global Health Care: since 2005 Growth & Income: since 2005 Global Research Growth: since 2005 Global Strategic Income: since 2005 High Yield: since 2005 International Growth: since 2005 International Research Growth: since 2005 AIF: since 2005 Large Cap Growth: since 2005 AMIF: since 2005 AMIF II: since 2005 Real Estate: since 2005 Utility Income: since 2005 TAP: since 2005
- -------- * "Years of Service" refers to the total number of years served as a Director. There is no stated term of office for the Funds' Directors, however, the Directors are generally subject to a policy requiring retirement at the age of 76. With respect to Mr. Dievler, the Governance and Nominating Committees and the Boards of the Funds have waived the application of this retirement policy through December 31, 2006. # Member of the Audit Committee, the Governance and Nominating Committee, and the Independent Directors Committee of a Fund. 10
Number of Portfolios in AllianceBernstein Other Fund Complex Directorships Name, Address and Years of Principal Occupation(s) Overseen by Held by Date of Birth Service* During Past 5 Years Director Director ----------------- --------------------------- ----------------------- ----------------- ------------- Chairman of the Board Americas Government Investment adviser and 108 None William H. Foulk, Jr.,#,+ Income: since 1992 independent consultant. 2 Sound View Drive ABF: since 1998 He was formerly Senior Suite 100 Balanced Shares: since 1992 Manager of Barrett Greenwich, CT 06830 ABSS: since 2002 Associates, Inc., a 9/7/32 ABT: since 2001 registered investment ACF: since 1992 adviser, with which he Emerging Market: had been associated since 1993 since prior to 2000. He Exchange Reserves: was formerly Deputy since 1994 Comptroller and Chief Focused Growth & Income: Investment Officer of since 1999 the State of New York Greater China: since 1998 and, prior thereto, Chief Global Health Care: Investment Officer of since 1999 the New York Bank for Growth & Income: Savings. since 1992 Global Research Growth: since 2002 Global Strategic Income: since 1995 Global Technology: since 1992 High Yield: since 1997 International Growth: since 1994 International Research Growth: since 1998 AIF: since 1997 Large Cap Growth: since 1992 Mid-Cap Growth: since 1992 AMIF: since 1998 AMIF II: since 1998 Multi-Market Strategy: since 1991 Real Estate: since 1996 Utility Income: since 1993 TAP: since 1998
- -------- * "Years of Service" refers to the total number of years served as a Director. There is no stated term of office for the Funds' Directors, however, the Directors are generally subject to a policy requiring retirement at the age of 76. With respect to Mr. Dievler, the Governance and Nominating Committees and the Boards of the Funds have waived the application of this retirement policy through December 31, 2006. # Member of the Audit Committee, the Governance and Nominating Committee, and the Independent Directors Committee of a Fund. + Member of the Fair Value Pricing Committee. 11
Number of Portfolios in AllianceBernstein Other Fund Complex Directorships Name, Address and Years of Principal Occupation(s) Overseen by Held by Date of Birth Service* During Past 5 Years Director Director ----------------- ------------------ ----------------------- ----------------- ------------- D. James Guzy,# Global Technology: Chairman of the Board 1 Intel P.O. Box 128 since 1982 of PLX Technology Corporation; Glenbrook, (semi-conductors) and Cirrus Logic NV 89413 of SRC Computers Inc., Corporation; 3/7/36 with which he has been Novellus associated since prior to Corporation; 2000. He is also Micro President of the Arbor Component Company (private Technology; family investments). the Davis Selected Advisers Group of Mutual Funds; and LogicVision Marshall C. Turner, Jr.,# Global Technology: Principal of Turner 1 Toppan 220 Montgomery St. since 1992 Venture Associates Photomasks, Penthouse 10 (venture capital and Inc.; the San Francisco, consulting) since prior George Lucas CA 94104-3402 to 2000. Chairman and Educational 10/10/41 CEO, DuPont Foundation; Photomasks, Inc., Chairman of Austin, Texas, 2003- the Board of 2005, and President and the CEO since company Smithsonian's acquired, and name National changed to Toppan Museum of Photomasks, Inc. in Natural 2005. History
- -------- * "Years of Service" refers to the total number of years served as a Director. There is no stated term of office for the Funds' Directors, however, the Directors are generally subject to a policy requiring retirement at the age of 76. With respect to Mr. Dievler, the Governance and Nominating Committees and the Boards of the Funds have waived the application of this retirement policy through December 31, 2006. # Member of the Audit Committee, the Governance and Nominating Committee, and the Independent Directors Committee of Global Technology. 12
Number of Portfolios in AllianceBernstein Other Fund Complex Directorships Name, Address and Years of Principal Occupation(s) Overseen by Held by Date of Birth Service* During Past 5 Years Director Director - ----------------- -------------------------- ----------------------- ----------------- ------------- INTERESTED*** DIRECTOR Marc O. Mayer Americas Government Executive Vice 82 SCB 1345 Avenue of the Income: since 2003 President of ACMC, Partners, Americas ABF: since 2003 since 2001; prior Inc.; and New York, NY 10105 Balanced Shares: since thereto, Chief Executive SCB Inc. 10/2/57 2003 Officer of Sanford C. ABSS: since 2003 Bernstein & Co., LLC ABT: since 2003 (institutional research ACF: since 2003 and brokerage arm of Emerging Market: since Bernstein & Co., Inc.) 2003 and its predecessor Exchange Reserves: since since prior to 2000. 2003 Focused Growth & Income: since 2003 Global Health Care: since 2003 Growth & Income: since 2003 Global Research Growth: since 2003 Global Strategic Income: since 2003 Global Technology: since 2003 High Yield: since 2003 International Growth: since 2003 International Research Growth: since 2003 AIF: since 2003 Large Cap Growth: since 2003 AMIF: since 2003 AMIF II: since 2003 Real Estate: since 2003 Utility Income: since 2003 TAP: since 2003
- -------- * "Years of Service" refers to the total number of years served as a Director. There is no stated term of office for the Funds' Directors, however, the Directors are generally subject to a policy requiring retirement at the age of 76. With respect to Mr. Dievler, the Governance and Nominating Committees and the Boards of the Funds have waived the application of this retirement policy through December 31, 2006. ***Mr. Mayer is an "interested person", as defined in the 1940 Act, of each Fund due to his position as Executive Vice President of ACMC. 13 As of August 4, 2005, to the knowledge of management, the Directors and officers of each Fund, both individually and as a group, owned less than 1% of the shares of any Fund. Additional information related to the equity ownership of the Directors in each of the Funds and the compensation they received from the Funds is presented in Appendix B. During each Fund's most recently completed fiscal year, the Fund's Directors as a group did not engage in the purchase or sale of more than 1% of any class of securities of Alliance or of any of its parents or subsidiaries. During the Fund's fiscal year ended in 2004 or 2005, the Board of Americas Government Income met 12 times; of ABS met 10 times; of ABSS met 11 times; of ABF met 12 times; of ABT met 10 times; of ACF met 11 times; of Emerging Market met 13 times; of Focused Growth & Income met 10 times; of Global Health Care met 11 times; of Global Research Growth met 11 times; of Global Strategic Income met 13 times; of Global Technology met 5 times; of Greater China met 9 times; of Growth & Income met 12 times; of High Yield met 13 times; of AIF met 13 times; of International Growth met 11 times; of International Research Growth met 11 times; of Large Cap Growth met 11 times; of Mid-Cap Growth met 11 times; of Multi-Market Strategy met 12 times; of AMIF met 12 times; of Real Estate met 10 times; of Utility Income met 10 times; of Exchange Reserves met 12 times; of AMIF II met 12 times; and of TAP met 11 times. Each Director attended at least 75% of the total number of meetings of the Boards held during the fiscal year and, if a member, at least 75% of the total number of meetings of the committees held during the period for which he or she served. The Funds do not have a policy that requires a Director to attend annual meetings of stockholders but the Funds encourage such attendance. Each Fund's Board has four standing committees: an Audit Committee, a Governance and Nominating Committee, an Independent Directors Committee, and a Fair Value Pricing Committee. The members of the Committees are identified above in the table listing the Directors. The function of the Audit Committee of each Fund is to assist the Board in its oversight of a Fund's financial reporting process. During the Fund's fiscal year ended in 2004 or 2005, the Audit Committee of Americas Government Income met 3 times; of Balanced Shares met 2 times; of ABSS met 2 times; of ABF met 4 times; of ABT met 4 times; of ACF met 1 time; of Emerging Market met 3 times; of Focused Growth & Income met 2 times; of Global Health Care met 3 times; of Global Research Growth met 2 times; of Global Strategic Income met 3 times; of Global Technology met 2 times; of Greater China met 2 times; of Growth & Income met 3 times; of High Yield met 3 times; of AIF met 3 times; of International Growth met 3 times; of International Research Growth met 3 times; of Large Cap Growth met 2 times; of Mid-Cap Growth met 2 times; of Multi-Market Strategy met 3 times; of AMIF met 2 times; of Real Estate met 2 times; of Utility Income met 2 times; of Exchange Reserves met 2 times; of AMIF II met 2 times; and of TAP met 1 time. During the Fund's fiscal year ended in 2004 or 2005, the Governance and Nominating Committee of Americas Government Income met 0 times; of Balanced Shares met 1 time; of ABSS met 6 time; of ABF met 0 times; of ABT met 1 time; of ACF met 6 times; of Emerging Market met 0 times; of Focused Growth & Income met 1 time; of Global Health Care met 5 times; of Global Research Growth met 5 times; of Global Strategic Income met 0 times; of Global Technology met 0 time; of Greater China met 3 times; of Growth & Income met 0 times; of High Yield met 0 times; of AIF met 0 times; of International Growth met 5 times; of International Research Growth met 6 times; of Large Cap Growth met 6 times; of Mid-Cap Growth met 6 times; of Multi-Market Strategy met 0 times; of AMIF met 0 times; of Real Estate met 1 time; of Utility Income met 1 time; of Exchange Reserves met 0 times; of AMIF II met 0 times; and of TAP met 6 times. Each Fund's Board has adopted a charter for its Governance and Nominating Committee, a copy of which is included as Appendix C. Pursuant to the charter of the Governance and Nominating Committee, the Governance and Nominating Committee assists each Board in carrying out its responsibilities with respect to governance of a Fund and identifies, evaluates and selects and nominates candidates for that Board. The Committee also may set standards or qualifications for Directors. The Committee may consider candidates as Directors submitted by a Fund's current Board members, officers, investment adviser, stockholders and other appropriate sources. The Governance and Nominating Committee of a Fund will consider candidates submitted by a stockholder or group of stockholders who have owned at least 5% of a Fund's outstanding common stock or shares of benefi- 14 cial interest for at least two years prior to the time of submission and who timely provide specified information about the candidates and the nominating stockholder or group. To be timely for consideration by the Committee, the submission, including all required information, must be submitted in writing to the attention of the Secretary at the principal executive offices of a Fund not less than 120 days before the date of the proxy statement for the previous year's annual meeting of stockholders or, if an annual meeting was not held in the previous year, all required information must be received within a reasonable amount of time before the Fund begins to print and mail its proxy materials. The Committee will consider only one candidate submitted by such a stockholder or group for nomination for election at an annual meeting of stockholders. The Committee will not consider self-nominated candidates. The Governance and Nominating Committee will consider and evaluate candidates submitted by stockholders on the basis of the same criteria as those used to consider and evaluate candidates submitted from other sources. These criteria include the candidate's relevant knowledge, experience, and expertise, the candidate's ability to carry out his or her duties in the best interests of the Fund and the candidate's ability to qualify as a disinterested Director. A detailed description of the criteria used by the Committee as well as information required to be provided by stockholders submitting candidates for consideration by the Committee are included in Appendix C. The function of each Fund's Fair Value Pricing Committee is to consider, in advance if possible, any fair valuation decision of Alliance's Valuation Committee relating to a security held by a Fund made under unique or highly unusual circumstances not previously addressed by the Valuation Committee that would result in a change in the Fund's net asset value ("NAV") by more than $0.01 per share. The Fair Value Pricing Committee did not meet during any Fund's most recently completed fiscal year. The function of each Fund's Independent Directors Committee is to consider and take action on matters that the Board or Committee believes should be addressed in executive session of the disinterested Directors, such as review and approval of the Advisory and Distribution Services Agreements. During the Fund's fiscal year ended in 2004 or 2005, the Independent Directors Committee of Americas Government Income met 0 times; of ABS met 0 times; of ABSS met 3 times; of ABF met 0 times; of ABT met 0 times; of ACF met 3 times; of Emerging Market met 0 times; of Focused Growth & Income met 0 times; of Global Health Care met 2 times; of Global Research Growth met 2 times; of Global Strategic Income met 0 times; of Global Technology met 1 time; of Greater China met 3 times; of Growth & Income met 0 times; of High Yield met 0 times; of AIF met 0 times; of International Growth met 2 times; of International Research Growth met 3 times; of Large Cap Growth met 3 times; of Mid-Cap Growth met 3 times; of Multi-Market Strategy met 0 times; of AMIF met 0 times; of Real Estate met 0 times; of Utility Income met 0 times; of Exchange Reserves met 0 times; of AMIF II met 0 times; and of TAP met 3 times. Each Board has adopted a process for stockholders to send communications to the Board of their Fund. To communicate with a Board or an individual Director of a Fund, a stockholder must send a written communication to that Fund's principal office at the address listed in the Notice of Joint Annual Meeting of Stockholders accompanying this Proxy Statement, addressed to the Board of that Fund or the individual Director. All stockholder communications received in accordance with this process will be forwarded to the Board or the individual Director to whom or to which the communication is addressed. Each Board unanimously recommends that the stockholders vote "FOR" each of the nominees to serve as a Director of the applicable Fund. Approval of Proposal 1 with respect to each Fund requires the affirmative vote of a plurality of the votes cast. 15 PROPOSAL TWO THE AMENDMENT AND RESTATEMENT OF THE CHARTER OF EACH FUND ORGANIZED AS A MARYLAND CORPORATION All Funds Except: Exchange Reserves, ABT, AMIF II and TAP Each Fund subject to this Proposal is organized as a Maryland corporation and is subject to the Maryland General Corporation Law ("MGCL"). Under the MGCL, each Fund is formed pursuant to a charter (each a "Charter") that sets forth various provisions relating primarily to the governance of that Fund and powers of the Fund to conduct business. Each Fund's Board has declared advisable and recommends to the Fund's stockholders the amendment and restatement of the Charter for that Fund. Alliance, the investment adviser to the Funds, advised the Boards that the proposed amendments have two primary objectives. First, Alliance believes that it is important to update the Charters to take full advantage of the flexibility afforded by the provisions of the MGCL, as they currently exist or may be changed in the future. Second, Alliance believes that all of the Charters should be standardized so that there will be no differences among the Funds. In the past, the existence of different Charter provisions has imposed burdens in administering the Funds and, in some cases, limited a Board's or Fund's power to take actions that would benefit that Fund and its stockholders. Many of the amendments are technical amendments that are designed to allow a Fund's Board to take full advantage of the provisions of the MGCL. Some of the Funds are older Funds. In fact, three of the Funds predate the 1940 Act. Since their formation, law and industry practice have changed significantly, and the Charters for these Funds contain significant variations from the Charters of more recently organized Funds. Some provisions of these Charters are now obsolete because they are regulated by the 1940 Act or the MGCL and are no longer required in the Charters. Other provisions conflict with, or permit activities prohibited by, federal law or the MGCL. For these reasons, Alliance recommended to the Boards the amendment and restatement of the Charters as discussed below in order to modernize and standardize them, which will facilitate a Board's ability to direct the management of the business and affairs of a Fund as it deems advisable and in accordance with the Fund's best interests. Each Board recommends that stockholders approve the amendment and restatement of the Charter for their Fund./1/ The amendment and restatement of each Charter will be accomplished by repealing in their entirety all of the existing Charter provisions and substituting in lieu thereof the new provisions set forth in the Form of Articles of Amendment and Restatement (each a "New Charter" and, together, the "New Charters") attached as Appendix D. A detailed summary of the amendments is set forth below. If a stockholder of any Fund would like a copy of the current Charter for that Fund, please write to Dennis Bowden at Alliance Capital Management L.P., 1345 Avenue of the Americas, New York, New York 10105. If approved, the New Charters will give a Board more flexibility and broader power to act than do the current Charters. This increased flexibility may allow a Board to react more quickly to changes in competitive and regulatory conditions and, as a consequence, may allow the Funds to operate in a more efficient and economical manner. While each of the New Charters of the Funds are generally the same (except for variations with respect to authorization and classification of stock), as explained above, many of the Funds' existing Charters are significantly different. So, the actual provisions being repealed will vary from Fund to Fund. The proposed amendments to the Charters fall generally under four broad categories: (i) series and class structure and related provisions; (ii) stockholder voting provisions; (iii) mandatory and other redemption provisions; and (iv) liability exculpation and indemnification and expense advance provisions. Certain of the older Funds have additional categories. The following discusses the material changes for the Funds within these broad categories and the additional categories, discusses the Boards' recommendations as to each amendment, and identifies each Fund for which an amendment is applicable. - -------- 1. Some Funds are organized as series funds and they may have separate portfolios that are regarded as separate investment companies under the 1940 Act. However, all portfolios of a Fund are governed by the same Charter. Therefore, if approved by the stockholders, a New Charter (defined below) will govern all of the portfolios operated by its Fund. 16 A. Series and Class Structure and Related Provisions Alliance recommended, and the Boards declared advisable, the proposed amendments concerning the establishment and administration of series and classes/2/ of the Funds' stock to update the Charters and to provide the Funds' Boards with the broadest flexibility to act with respect to series or classes of stock under the MGCL subject to the 1940 Act. The New Charter provisions would clarify the classification and designation of stock and the allocation of assets and expenses among series or classes of stock and a Board's powers with respect to these allocations. These changes are intended to improve administration of the Funds and would not affect the management of the Funds. The New Charters contain provisions that: . Provide for the automatic readjustment of the number of authorized shares of a class or series of a Fund that are classified or reclassified into shares of another series or class of the Fund. This change is administrative and provides for automatic readjustment in the number of shares where changes are made to one series or class. See New Charter, Article Fifth, Section 1. . Clarify that redeemed or otherwise acquired shares of stock of a series or class shall constitute authorized but unissued shares of stock of that series or class and, in connection with a liquidation or reorganization of a series or class of a Fund in which all outstanding shares of such class or series are redeemed by the Fund, that all authorized but unissued shares of such class or series shall automatically be returned to the status of authorized but unissued shares of common stock, without further designation as to class or series. This change is for administrative flexibility and avoids the necessity to authorize the issuance of additional shares when shares had been previously authorized by the Board. See New Charter, Article Fifth, Section 10(e). . Clarify that each Fund's Board has sole discretion to allocate the Fund's general assets and provide that any general assets allocated to a series or class will irrevocably belong to that series or class. This change makes the Board's discretion explicit in the New Charters and conforms provisions in the New Charter to the MGCL. See New Charter, Article Fifth, Sections 3 and 4. . Clarify that debts, liabilities, obligations, and expenses of a series or class shall be charged to the assets of the particular series or class and to provide that a Board's determination with respect to the allocation of all debts, liabilities, obligations and expenses will be conclusive. This change conforms provisions in the New Charter to the MGCL and makes the Board's powers to determine allocations of debts, liabilities, obligations and expenses explicit. See New Charter, Article Fifth, Section 5./3/ All Funds Except: ABF, Balanced Shares, and Growth & Income . Provide that debts, liabilities, obligations and expenses of a series or class are enforceable only with respect to that series or class and not against the assets of a Fund generally. This change would clarify that the debts, liabilities, obligations and expenses of one series or class of a Fund are enforceable only with respect to that series or class, which is consistent with a provision of the MGCL that protects the stockholders of a Fund's other series or classes of stock. See New Charter, Article Fifth, Section 5. . Provide that a Fund's Board may establish a specified holding period prior to the record date for stockholders to be entitled to dividends (deleting for most Funds a requirement that such holding period may not exceed a maximum of 72 hours) and to provide that dividends or distributions may be paid in-kind. This change gives the Board the discretion to specify holding periods rather than specifying them in the Charter and provides the Board with flexibility in the payment of dividends, whether in cash or in-kind. See New Charter, Article Fifth, Section 7. - -------- 2. If a Fund is a series fund, the stockholders of each portfolio own shares of a specific series of stock. Stock of a specific series (or portfolio) may be divided into more than one class of shares. 3. The amendments to the Charters for ACF and Global Technology include only the second provision regarding a Board's determination being conclusive. 17 . Permit a Fund's Board discretion to provide for the automatic conversion of any share class into any other share class to the extent disclosed in the applicable registration statement and permitted by applicable laws and regulations. The change gives the Board broader flexibility to determine class conversions between classes. See New Charter, Article Fifth, Section 11. Americas Government Income, ABF, Balanced Shares, ACF, Emerging Market, Growth & Income, Global Technology, International Growth, Large Cap Growth, Mid-Cap Growth, AMIF, Multi-Market Strategy, and Utility Income . Add a provision, where necessary, that all persons who acquire stock or other securities of a Fund shall acquire the same subject to the Charter provisions and Bylaws. Consistent with Maryland Law, this change makes it explicit that a Fund's stockholders are subject to a Fund's Charter and Bylaws. See New Charter, Article Fifth, Section 15. All Funds Except: ABF, Balanced Shares, ACF, Growth & Income, Global Technology, and AMIF In addition to the New Charter provisions discussed above, Alliance recommended, and the Boards declared advisable, that the following provisions be deleted because they are codified under the 1940 Act and/or the MGCL and are not required to be included in the Charters. The New Charters: . Delete a provision granting a Board power to increase or decrease the number of shares in a class pursuant to classification or reclassification. ABF, Global Technology, and AMIF . Delete as obsolete a provision prohibiting a Board from reducing the number of shares of any class below the number of outstanding shares. ACF . Delete a provision permitting a Board to designate unissued stock as a class or series of preferred or special stock excluded from the definition of "senior security". ABF, ACF, and AMIF B. Stockholder Voting Provisions Alliance recommended, and the Board declared advisable, proposed minor changes to each Fund's voting provisions. These changes are intended to give the Board more flexibility in setting voting requirements consistent with current MGCL provisions and the interests of stockholders. These changes also clarify quorum requirements at meetings for specific classes or series and for a Fund as a whole. These changes would not affect the management of a Fund. The New Charters contain provisions that: . Permit, as to any matter submitted to stockholders, a Fund to calculate the number of votes which a stockholder is entitled to cast on such matter based on the NAV of shares rather than on the basis of one vote for each share outstanding. Votes would be so calculated only if approved in advance by a Fund's Board, and only if the Fund first obtains an exemptive order from the Securities and Exchange Commission ("SEC") permitting the Fund to calculate votes in this manner. This change would permit a Board to address circumstances in which there are material disparities in NAV per share among the series of a Fund with a number of series resulting in inequitable voting rights among the stockholders of the various series in relation to the value of a stockholder's investment. See New Charter, Article Fifth, Section 8. . Permit a Fund's Board to determine certain matters that are subject to vote only by a specific class or series of a Fund, rather than by all stockholders of the Fund as a single class. The Board would have this discretion only for matters that are not otherwise prescribed under the 1940 Act or other applicable law. The existing Charters provide that stockholders of a specific class or series of stock will vote on issues pertaining only to that class or series of stock. The second change is intended to clarify that the Board may make the determination of whether an issue pertains only to a class or series where it is not otherwise specified by law. See New Charter, Article Fifth, Section 8. 18 . Clarify that, where the Charter (in addition to applicable laws) mandates a separate vote by holders of one or more series or classes of a Fund's stock, a quorum will be determined by the number of shares the holders of which are present in person or by proxy at the meeting of stockholders of that specific class or series, rather than for the Fund as a whole. See New Charter, Article Seventh, Section 3. All Funds Except: Global Technology . Provide that, in order to hold a stockholder vote, holders of one-third (deleting a majority requirement) of a Fund's shares must be present in person or by proxy to constitute a quorum for the vote, except with respect to any matter which, under applicable statutes, regulatory requirements or the New Charter, requires approval by a separate vote of one or more series or classes of stock, in which case, the presence in person or by proxy of the holders of shares entitled to cast one-third of the votes entitled to be cast by holders of shares of each series or class entitled to vote as a series or class on the matter will constitute a quorum. See New Charter, Article Seventh, Section 3. Balanced Shares, Growth & Income, Global Technology, and Mid-Cap Growth C. Mandatory and Other Redemption Provisions Alliance recommended, and the Boards declared advisable, proposed changes to give the Boards more flexibility to redeem stockholder accounts that fall below a certain threshold. Alliance advised the Boards that small accounts are costly for a Fund to maintain, often at the expense of larger stockholders. Certain of the existing Charters provide that a Board may cause a Fund to redeem a stockholder's shares of the Fund if, after a redemption, in certain cases, or otherwise in other cases, the amount that the stockholder has invested in the Fund falls below a specified minimum dollar amount (usually $200) or such other amount that the Board may determine./4/ For most of the Funds, the Boards have approved a minimum dollar amount of $500. This provision also includes a cap on the dollar amount that a Board may set (typically, up to $5,000,000) and a stockholder notice requirement. The amendments recommended by Alliance, and declared advisable by the Boards, would give a Board greater administrative flexibility to determine when it is in the best interests of a Fund to redeem small accounts by giving the Board sole discretion to set the mandatory threshold for redemption. In addition, these amendments would delete the notice provision and permit a Board to cause a Fund to make mandatory redemptions for other purposes, such as reorganization of the Fund, as now permitted by relatively recent amendments to the MGCL. If these changes are adopted, upon approval by a Board, the typical Fund reorganization or liquidation will require only the stockholder approval required under the 1940 Act, if any. The New Charter provisions: . Clarify that a Fund may redeem shares at NAV where a stockholder fails to maintain a minimum amount determined by the Fund's Board, in its sole discretion. See New Charter, Article Fifth, Section 10(c). . Provide that a Fund's Board may cause a Fund to redeem shares for "any other purposes", subject to the 1940 Act, such as a reorganization of the Fund. See New Charter, Article Fifth, Section 10(c). Alliance recommended, and the Boards declared advisable, the proposed changes discussed below to clarify that a Board may impose certain fees upon redemption. The existing Charters for certain Funds provide that a Board may impose a redemption charge or deferred sales charge./5 /For these Funds, the changes would add a redemption fee or "other amount" (e.g., shareholder transaction fees) to the fees that a Board may impose. These changes would give a Board increased flexibility to impose fees upon redemption where they determine that to do so would be in the best interests of a Fund. For example, under the flexibility provided by this revision, a Board could determine to impose a redemption fee to discourage market timing in a Fund. This flexibility is consistent with the requirements of Rule 22c-2 under the 1940 Act, which requires a Fund's Board to determine whether it is necessary or appropriate to impose a redemption fee or whether a redemption fee is not necessary or - -------- 4. All Funds Except: Balanced Shares, Growth & Income and Mid-Cap Growth. 5. Utility Income, International Growth, Emerging Market, Large Cap Growth, and Multi-Market Strategy. 19 not appropriate. In connection therewith, the Charters also would be changed to provide that redemption proceeds be reduced by any applicable redemption fee, "other amount", or contingent deferred sales charge. These provisions would be extended to all series and classes of stock of a Fund and would: . Clarify that a Board may impose a redemption charge, deferred sales charge, redemption fee or "other amount" upon redemption. See New Charter, Article Fifth, Section 10(a). Americas Government Income, ABF, Balanced Shares, ACF, Emerging Market, Growth & Income, Global Technology, International Growth, Large Cap Growth, Mid-Cap Growth, AMIF, Multi-Market Strategy, and Utility Income . Clarify that redemption proceeds be reduced by any applicable redemption fee, "other amount" or contingent deferred sales charge. See New Charter, Article Fifth, Section 10(b). Americas Government Income, ABF, Balanced Shares, ACF, Emerging Market, Growth & Income, Global Technology, International Growth, Large Cap Growth, Mid-Cap Growth, AMIF, Multi-Market Strategy, and Utility Income The following changes are intended to conform the redemption provisions to those permitted under the 1940 Act and the MGCL and to give a Fund's Board greater flexibility in overseeing the management of its Fund. These changes provide the Board with greater flexibility in the administration of a Fund and make the Board's role in setting redemption procedures explicit. The changes would not result in any modification to the redemption procedures disclosed in a Fund's prospectus. The New Charter provisions: . Allow a Board to establish procedures for the redemption of stock. See New Charter, Article Fifth, Section 10(a). ABF, Balanced Shares, ACF, Growth & Income, Global Technology, Mid-Cap Growth and AMIF . Delete a provision retiring shares that are redeemed or repurchased by a Fund without specification as to the purpose for the redemption/repurchase. Balanced Shares, ABF, Growth & Income, Global Technology, and AMIF . Delete a provision specifying circumstances when the Fund may suspend redemptions. Global Technology . Delete a provision authorizing a Fund, upon Board authorization, to buy back shares at a price not exceeding NAV by an agreement with stockholders. ABF, Balanced Shares, ACF, Growth & Income, Mid-Cap Growth, and AMIF . Delete a provision that all shares shall be "subject to redemption" and redeemable under MGCL. Balanced Shares and Growth & Income . Delete provisions that a stockholder's right of redemption may be subject to a Fund having surplus available for redemption purposes and that the Fund shall sell any securities it holds to provide cash for redemption. Balanced Shares and Growth & Income D. Liability Exculpation and Indemnification and Expense Advance Provisions The existing Charter or Bylaws of each Fund generally provide that, to the maximum extent permitted by the MGCL and the 1940 Act, Directors and officers shall not be liable to a Fund or its stockholders for money damages and shall be indemnified by the Fund and have expenses advanced by the Fund. Alliance recommended to each Board, and each Board declared advisable, that each Fund's Charter be revised to clarify, or where necessary, to specify that a Fund has the power to indemnify and advance expenses to its Directors and officers to the 20 maximum extent permitted by the 1940 Act and the MGCL. The 1940 Act and the MGCL provide extensive regulation of the indemnification that a Fund may provide to its Directors and officers. Alliance advised the Boards that the proposed changes to the existing Charters are intended only to make the indemnification provisions clearer and would not change a Fund's existing indemnification obligations to a Fund's Directors and officers. Each Fund's Board believes that it is important for a Fund to be able to limit the liability of its Directors and officers to the maximum extent permitted by law and indemnify and advance expenses to the maximum extent permitted by law in order to promote effective management and oversight of the Funds. More restrictive indemnification provisions may make it difficult to attract and retain qualified Directors and officers. These changes update each Fund's indemnification provisions consistent with the current industry standard as permitted under the 1940 Act and Maryland law./6/ The indemnification provisions in the New Charters will: . Authorize a Fund to obligate itself to indemnify and advance expenses to the maximum extent permitted by the MGCL. See New Charter, Article Eighth, Section 2. . Extend a Fund's power to indemnify and advance expenses to Directors and officers who, while serving as such for the Fund, also serve at the Fund's request in a like position of another enterprise and are subject to liability by reason of their service in such capacity. See New Charter, Article Eighth, Section 2. All Funds Except: Global Technology . Allow a Fund to indemnify and advance expenses, subject to Board approval, to any person who served as a Director to a predecessor of the Fund in any capacity that may be indemnified under the Fund's Charter. See New Charter, Article Eighth, Section 2. . Replace the specific 1940 Act limitations on exculpation, indemnification and advance of expenses in cases of willful misfeasance, bad faith, negligence, or reckless disregard for duties with a general reference to limitations on exculpation, indemnification and advance of expenses imposed under the 1940 Act. See New Charter, Article Eighth, Section 3. All Funds Except: Balanced Shares, Growth & Income, Global Technology, and AMIF . Extend the non-applicability to a Director or officer of subsequent changes to the indemnification policies to subsequent changes made to indemnification provisions contained in a Fund's Charter or Bylaws. See New Charter, Article Eighth, Section 4. . Add a provision that Directors and officers are not liable to a Fund or its stockholders for money damages to the maximum extent provided by law. See New Charter, Article Eighth, Section 1. ABF, and Mid-Cap Growth E. Other Revisions for Specific Funds (i) Corporate Purpose The existing Charters of certain Funds enumerate specific powers of those Funds. The proposed changes would delete these provisions and provide instead that a Fund has all powers permitted by the MGCL. A Fund is not required to list specific powers in its Charter and the current specificity may limit a Fund's power and may restrict the Fund's power to undertake certain activities without incurring the cost and delay of a stockholder vote - -------- 6. The proposed amendments would add the standardized indemnification provisions to the Charter for Mid-Cap Growth. Such provisions are now included in the Fund's Bylaws. 21 and to respond quickly to regulatory developments to the detriment of the Fund. Changing the existing Charters to give a Fund the powers permitted under the MGCL will give a Fund greater flexibility. The New Charters: . Delete specific powers of a Fund, and provide instead that a Fund shall have all powers conferred upon it or permitted by the MGCL. ABF, Balanced Shares, ACF, Growth & Income, Global Technology, Mid-Cap Growth, and AMIF (ii)Board of Directors The New Charter would provide that the minimum number of Directors for a Fund shall be one and eliminate the maximum number of Directors provided in the existing Charters. The current Charters generally provide for a minimum of two or three and a maximum of twenty Directors. Alliance advised the Boards that this change would give the Boards flexibility to determine the number of Directors for a Fund based on the specific needs of that Fund. The changes would also revise the general powers of the Boards and explicitly permit the Boards to authorize the issuance of stock and other securities without stockholder approval. In several cases, changes would delete unnecessary provisions relating to the Boards. The proposed changes recommended by Alliance, and declared advisable by the Boards, would provide greater flexibility for a Board to oversee a Fund, especially the power to authorize the issuance of shares to the extent permitted by the MGCL. The New Charters: . Provide that the minimum number of Directors for a Fund shall be one. See New Charter, Article Sixth. ABF, Balanced Shares, ACF, Growth & Income, Global Technology, Mid-Cap Growth, and AMIF . Expand the general powers of a Board and explicitly permit the Board to authorize the issuance of stock and other securities without stockholder approval. See New Charter, Article Seventh, Section 1(c). ABF, Balanced Shares/7/, ACF, Growth & Income/7/, Global Technology, Mid-Cap Growth, and AMIF . Delete an unnecessary provision permitting Directors to be compensated for their services. Mid-Cap Growth . Delete an unnecessary provision that Directors need not be Maryland residents or stockholders of the Fund. Mid-Cap Growth . Delete unnecessary provisions permitting election of Directors by other methods than by ballot unless the Fund's Bylaws provide otherwise. Mid-Cap Growth (iii)Interested Persons Provisions The Charters for certain Funds currently permit contracts to provide services between the Fund and interested persons of the Fund, including Alliance. Presumably, these provisions were based on provisions in operating company charters that permit such arrangements. The 1940 Act, rather than the MGCL, determines and limits transactions between a Fund and its affiliates and sets forth specific procedures a Fund must follow. The provisions are not required in a Fund's Charter and may conflict with the provisions of the 1940 Act. The proposed changes will: . Delete a provision regarding the procedures that a Fund must follow to enter into a contract with an affiliate. ABF, ACF, Global Technology, and AMIF . Delete provisions permitting interested persons to contract to provide services for a Fund and providing indemnification with respect to those contracts. - -------- 7. The amendment to the Charters for these Funds includes only the revision to the general powers of the Board. 22 Growth & Income and Mid-Cap Growth . Delete provisions that state that contracts with interested persons will not be void if such interest is disclosed to a Board and that permit an interested person to be counted towards quorum for a vote to authorize the contract. Balanced Shares and Growth & Income (iv)Dividends and Distributions The 1940 Act, the MGCL and federal tax laws regulate a Fund's method and manner of paying dividends and making distributions. Provisions relating to these matters are not necessary in a Fund's Charter and may conflict with 1940 Act and other requirements. For these reasons, Alliance recommended, and the Boards declared advisable, that certain provisions be eliminated. The proposed changes will: . Delete a provision requiring a Fund to distribute annually approximately the amount of net cash income received by the Fund during the fiscal year. Balanced Shares and Growth & Income . Delete a provision giving a Board discretion to distribute additional dividends from any assets of a Fund legally available for payment thereof. Balanced Shares and Growth & Income . Delete a provision that requires a Board to sell all dividends and distributions that are not cash dividends, such as shares of stock of a company, received by a Fund on its investments and to credit the net cash proceeds of such sale to cash income and distribute it to stockholders. Balanced Shares and Growth & Income . Delete a provision giving a Board conclusive determination over which receipts shall constitute income and which shall constitute principal and the allocation thereof. Balanced Shares and Growth & Income . Delete a provision specifying the sources from which dividends may be paid. Mid-Cap Growth . Delete a provision permitting distribution to vary between classes for the purpose of complying with regulatory or legislative requirements. ABF, ACF, Global Technology, and AMIF . Delete a provision permitting a Board to set apart assets for dividends for a reserve. ABF, ACF, Global Technology, and AMIF (v) Specific Amendments for Mid-Cap Growth Alliance advised the Board that the existing Charter of Mid-Cap Growth includes provisions that are not required to be included in the Fund's Charter because these matters are regulated by the 1940 Act or the MGCL. In addition, some of the fundamental policies listed in Proposal 3 are also included in the Charter and would be deleted. The proposed changes to the existing Charter of Mid-Cap Growth would delete these provisions as well as others that are relevant to an operating company, not the Fund, or are otherwise superfluous. Alliance recommended, and the Board declared advisable, changes that will: . Delete a provision specifying that the private property of the stockholders is not subject to the payment of corporate debts. . Delete a provision permitting the Board (i) to fix and vary the amount to be reserved as working capital, to set apart out of any surplus of the Fund in such amounts and for such proper purposes as it shall 23 determine, and to abolish any such reserves or any part thereof; and (ii) to determine any withdrawal charge to be imposed on the purchase of the Fund's shares so long as such withdrawal charge is not in excess of the estimated expense to the Fund in connection with such purchases and not in excess of 1% of the purchase price, apart from such charge. . Delete a provision permitting the Board to create committees (which is permitted in the Fund's Bylaws). . Delete a provision requiring that the Fund utilize a custodian and specifying the conditions under which the custodian will operate. . Delete a provision permitting the Board to determine the manner and allocation of brokerage commissions. . Delete a provision requiring notice that any amendments increasing or decreasing the total number of shares, which the Fund shall have authority to issue, shall not become effective unless notice of its adoption by the stockholders of the Fund shall have been mailed to each stockholder of the Fund who shall have been entitled to vote and who shall have failed to vote or shall have voted in the negative upon the question of its adoption, at his address as the same appears on the books of the Fund, and until at least ten days after such mailing. . Delete a provision requiring an annual audit of the Fund. . Delete a provision allowing the Fund to issue fractional shares. The Board unanimously recommends that the stockholders of each Fund vote "FOR" Proposal 2. Approval of Proposal 2 with respect to each Fund requires the affirmative vote of a majority of the votes entitled to be cast. 24 PROPOSAL THREE AMENDMENT, ELIMINATION, OR RECLASSIFICATION OF FUNDAMENTAL INVESTMENT RESTRICTIONS Under Section 8(b) of the 1940 Act, a Fund must disclose whether it has a policy regarding the following: (1) diversification, as defined in the 1940 Act; (2) borrowing money; (3) issuing senior securities; (4) underwriting securities issued by other persons; (5) purchasing or selling real estate; (6) purchasing or selling commodities; (7) making loans to other persons; and (8) concentrating investments in any particular industry or group of industries (the "Section 8(b) policies"). Under the 1940 Act, these policies are "fundamental" and may not be changed without a stockholder vote. In addition to its Section 8(b) policies, under the 1940 Act a Fund may designate any other of its policies as fundamental policies (the "Other Fundamental Policies"). Many of the Funds' Other Fundamental Policies can be traced back to federal or state securities law requirements that were in effect when many of the Funds were organized. These restrictions have subsequently been made less restrictive or are no longer applicable to the Funds. For example, the National Securities Markets Improvement Act of 1996 ("NSMIA") preempted many investment restrictions formerly imposed by state securities laws and regulations (these state laws and regulations are often referred to as "blue sky" laws and regulations), so those state requirements no longer apply. As a result, many of the current restrictions unnecessarily limit the investment strategies available to Alliance in managing a Fund's assets. In addition, the lack of uniform standards across the Funds leads to operating inefficiencies and increases the costs of compliance monitoring. The Board of each Fund considered and approved Alliance's recommendation that the Fund's Section 8(b) policies be replaced with standardized fundamental policies. In some cases, one or more of these policies are non-fundamental and Alliance recommended and the Boards approved the addition of these policies as fundamental in the new standardized format. In other cases, Alliance recommended and the Boards approved less restrictive Section 8(b) policies. If the Proposals are approved with respect to a Fund, only those investment restrictions that the 1940 Act specifically requires to be fundamental (i.e., the Section 8(b) policies), as described in Proposals 3.A. - 3.G. will remain fundamental investment restrictions of the Funds. Alliance also recommended and the Boards approved the elimination of the Other Fundamental Policies as discussed below in Proposals 3.H. - 3.Z.1. None of the changes in the Section 8(b) policies or the Other Fundamental Policies is expected to have a significant effect on the management of the Funds. Proposal 3.A. Amendment of Fundamental Policy Regarding Diversification Applicable Funds: All Funds Except: Americas Government Income, Emerging Market, Greater China, Global Strategic Income, AMIF - California Portfolio, AMIF - Insured California Portfolio, AMIF - New York Portfolio, AMIF II - All Portfolios, and Multi-Market Strategy Proposed New Fundamental Investment Policy: If the proposed amendment is approved by stockholders, each Fund's fundamental investment policy in effect would read: "The Fund is diversified as defined in the 1940 Act." Discussion of Proposed Modification: Section 8(b) of the 1940 Act requires an investment company to state whether it is "diversified" as that term is defined in the 1940 Act. Consequently, the proposed modification is consistent with the 1940 Act, which only requires that a Fund state whether it is diversified. The 1940 Act requires that funds classify themselves as either diversified or non-diversified. The difference is that diversified funds are subject to stricter percentage limits on the amount of assets that can be invested in any one company. Specifically, a diversified fund may not, with respect to 75% of its total assets: (1) invest more than 5% of its total assets in the securities of one issuer, or (2) hold more than 10% of the outstanding voting securities of such issuer. 25 In making its recommendation to the Boards, Alliance noted that no change is being proposed to a Fund's designation as diversified. Instead, the proposed change would modify a Fund's fundamental investment policies regarding its sub-classification under the 1940 Act to rely on the definitions of the term "diversified" in the 1940 Act rather than stating the relevant percentage limitations expressed under current law. As a result, without a Fund's Board or stockholders taking further action, the modified investment policy would automatically apply the requirements of "diversification" under the 1940 Act to a Fund as those requirements may be amended from time to time. For those Funds that did not previously have a fundamental policy with respect to diversification, approval of this proposed modification would result in the adoption of this policy as a fundamental policy. To the extent that a Fund has a related policy or a substantively duplicative policy or policies with respect to diversification, that policy or policies would be eliminated with the approval of this proposed modification. Proposal 3.B. Amendment of Fundamental Policies Regarding the Issuance of Senior Securities and Borrowing Money Applicable Funds: All Funds Except: International Growth and International Research Growth Proposed New Fundamental Investment Policy: If the proposed amendment is approved by stockholders, each Fund's fundamental investment policies regarding borrowing and senior securities in effect would be combined to read: "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 regulations may be amended from time to time) or by guidance regarding, or interpretations of, or exemptive orders under, the 1940 Act or the rules or regulations thereunder published by appropriate regulatory authorities." "For the purposes of this restriction, margin collateral arrangements, including, for example, with respect to permitted borrowings, options, futures contracts, options on futures contracts and other derivatives such as swaps are not deemed to involve the issuance of a senior security." Discussion of Proposed Modification: In making its recommendation to the Boards, Alliance noted that under Section 18(f)(1) of the 1940 Act, a Fund may not issue senior securities, except that it may borrow from banks, for any purpose, up to 33 1/3% of its total assets. Under the 1940 Act, certain types of transactions entered into by a Fund, including futures contracts, repurchase agreements, short sales, and when-issued and delayed delivery transactions, may be considered to raise senior securities issues. Alliance noted that currently, under SEC interpretations, these activities are not deemed to be prohibited so long as certain collateral or coverage requirements designed to protect stockholders are met. The proposed modification makes it clear that collateral arrangements are not to be deemed to be the issuance of a senior security. Most of the Funds' current fundamental policies with respect to senior securities and borrowings are separate policies. The proposed modification combines the two policies and would automatically conform a Fund's policy more closely to the exact statutory and regulatory requirements regarding senior securities, as they may exist from time to time, without incurring the time and expense of obtaining stockholder approval to change the policy. For Funds that do not have a policy regarding investments in senior securities as a fundamental policy, the new policy would, upon stockholder approval, be added as a fundamental policy. Certain of the Funds' fundamental policies on borrowings prohibit borrowings or impose percentage limitations on borrowings. The proposed fundamental policy for borrowing would permit Funds to borrow up to the 26 full extent permitted by the 1940 Act. The current policies for these Funds with restrictions on borrowings are listed below:
Current Policy Applicable to: -------------- -------------- Prohibitions on borrowings. U.S. Government, Quality Bond, Global Technology, High Yield, Real Estate Institutional, Large Cap Growth, Mid-Cap Growth, and Real Estate
The proposed fundamental policy for borrowing would permit Funds with policies imposing the following percentage limitations on borrowings to borrow up to the full extent permitted by the 1940 Act: . Up to 20% of assets: . AMIF - All Portfolios and AMIF II - All Portfolios . Up to 15% of assets: . Exchange Reserves, Greater China, and Utility Income . Up to 10% of assets: . Corporate Bond, Balanced Shares, Global Health Care, Growth & Income, Tax-Managed Balanced Wealth, and Tax-Managed Wealth Preservation
The use of leverage by a Fund is considered speculative and involves risk. However, there is no current intention that any of these Funds will use this increased borrowing capability. Proposal 3.C. Amendment of Fundamental Policy Regarding Underwriting Securities Applicable Funds: All Funds Except: Americas Government Income, Emerging Market, Greater China, Global Health Care, Global Strategic Income, International Growth, Multi-Market Strategy, Wealth Appreciation, Wealth Preservation, Balanced Wealth, and Tax-Managed Wealth Appreciation Proposed New Fundamental Investment Policy: If the proposed amendment is approved by stockholders, each Fund's fundamental investment policy regarding underwriting securities in effect would read: "The Fund may not act as an underwriter of securities, except that the Fund may acquire restricted securities under circumstances in which, if such securities were sold, the Fund might be deemed to be an underwriter for purposes of the Securities Act of 1933, as amended." Discussion of Proposed Modification: In making its recommendation to the Boards, Alliance noted that the purpose of the modification is to clarify that the Funds are not prohibited from acquiring "restricted securities" to the extent such investments are consistent with a Fund's investment objective, even if such investments may result in the Fund technically being considered an underwriter under the federal securities laws. This amendment would not change the Funds' current policies on investing in restricted securities, which are considered illiquid securities and under current SEC guidelines are limited to 15% of a Fund's investments. The modification standardizes the policy on underwriting across the Funds. Restricted securities are securities that have not been registered under the Securities Act of 1933 (the "1933 Act") and are purchased directly from the issuer or in the secondary market. Restricted securities may not be resold unless registered under such Act or pursuant to an applicable exemption from such registration. Restricted securities have historically been considered a subset of illiquid securities (i.e., securities for which there is no public market). Alliance noted that because the Funds need to maintain a certain amount of liquidity to meet 27 redemption requests, the Funds do not typically hold a significant amount of restricted or other illiquid securities because of the potential for delays on resale and uncertainty in valuation. For Funds that did not previously have a fundamental policy with respect to underwriting securities, approval of this proposed modification would result in the adoption of this policy as a fundamental policy for those Funds. To the extent that a Fund has a related or a substantively duplicative policy or policies with respect to underwriting, that policy or policies would be eliminated with the approval of this proposed modification. Proposal 3.D. Amendment of Fundamental Policy Regarding Concentration of Investments Applicable Funds: All Funds Except International Growth and International Research Growth Proposed New Fundamental Investment Policy: If the proposed amendment is approved by stockholders, each Fund's fundamental investment policy regarding concentration of investments in effect would read: "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." Discussion of Proposed Modification: In making its recommendation to the Boards, Alliance noted that even though the 1940 Act does not define what constitutes "concentration" in an industry, the staff of the Securities and Exchange Commission ("SEC") has taken the position that investment of more than 25% of the value of a Fund's assets in one or more issuers conducting their principal business activities in the same industry (excluding the U.S. Government, its agencies or instrumentalities) constitutes concentration. Under the SEC's guidelines, an industry classification refers to companies that have economic characteristics that are not materially different and does not include broad industry sectors such as the healthcare, technology, utility, or real estate industries. The proposed change would permit investment in a specific industry up to the prescribed limits under the 1940 Act and accompanying SEC interpretations, as those limits are updated from time to time. The proposed amendment would not affect the Funds' investment policies. For Funds that did not previously have a fundamental policy with respect to concentration, approval of this proposed modification would result in the adoption of this policy as a fundamental policy for those Funds. To the extent that a Fund has a related or a substantively duplicative policy or policies with respect to concentration, that policy or policies would be eliminated with the approval of this proposed modification. Proposal 3.E. Amendment of Fundamental Policy Regarding Investment in Real Estate and Companies that Deal in Real Estate Applicable Funds: All Funds Except: International Growth and International Research Growth Proposed New Fundamental Investment Policy: If the proposed amendment is approved by stockholders, each Fund's fundamental investment policy in effect would read: "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." 28 Discussion of Proposed Modification: The 1940 Act requires a Fund to state a fundamental policy regarding the purchase and sale of real estate. In making its recommendation to the Boards, Alliance noted that as a general matter, under a Fund's current real estate investment policy, a Fund is restricted in its ability to purchase and sell real estate even when ownership of the real estate devolves upon the Fund through permissible investments. For instance, Alliance noted that it is possible that a 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 proposed modification to a Fund's policy on real estate-related investments would permit the sale of real estate when ownership of real estate results from permissible investments. The modification also clarifies that a Fund may invest in real estate-related securities and real estate backed securities or instruments. For Funds that did not previously have a fundamental policy with respect to real estate investments, approval of this proposed modification would result in the adoption of this policy as a fundamental policy for those Funds. In addition, to the extent that a Fund has a real estate policy that was put into place to satisfy state "blue sky" requirements, such as those that address investment in real estate limited partnerships, any such real estate policy would be eliminated upon the approval of this proposed modification. Proposal 3.F. Amendment of Fundamental Policy Regarding Investment in Commodities, Commodity Contracts and Futures Contracts Applicable Funds: All Funds Except: International Growth and International Research Growth Proposed New Fundamental Investment Policy: If the proposed amendment is approved by stockholders, each Fund's fundamental investment policy in effect would read: "The Fund may not purchase or sell commodities regulated by the Commodity Futures Trading Commission under the Commodity Exchange Act or commodity contracts except for futures contracts and options on futures contracts." Discussion of Proposed Modification: In making its recommendation to the Boards, Alliance noted that the proposed changes to a Fund's policy make it clear that the Fund may use derivatives. Futures contracts and options on futures contracts are generally accepted under modern portfolio management and are regularly used by many mutual funds and other institutional investors. Except as discussed below, the proposed amendment would not affect the Funds' investment policies. Alliance discussed certain of the risks involved in investments in derivative instruments. Alliance noted that there is the risk that interest rates, securities prices and currency markets will not move in the direction that a Fund's portfolio manager anticipates and the risk of imperfect correlation between the price of derivative instruments and movements in the direct investments for which derivatives are a substitute. Other risks include the possible absence of a liquid secondary market for any particular instrument and possible exchange-imposed price fluctuation limits, either of which may make it difficult or impossible to close out a position when desired, the risk that adverse price movements in an instrument can result in a loss substantially greater than the Fund's initial investment in that instrument (in some cases, the potential loss is unlimited), and the risk that the counterparty will not perform its obligations. For Funds that previously had a non-fundamental policy with respect to commodities, commodity contracts and futures contracts, approval of this proposed modification would also result in the adoption of this policy as a fundamental policy for those Funds. In addition, certain of the Funds have a fundamental policy that does not permit investments in futures contracts. These Funds are Corporate Bond, Exchange Reserves, Real Estate Institutional, Mid-Cap Growth, and Real Estate. If the stockholders of these Funds approve this proposal, these 29 Funds would have the flexibility to invest in futures contracts. The extent to which any such Fund may invest in futures contracts will be disclosed in its prospectus. It is not expected that the adoption of this less restrictive policy will have any significant effect on the management of the Funds. Proposal 3.G. Amendment of Fundamental Policies Regarding Loans Applicable Funds: All Funds Proposed New Fundamental Investment Policy: If the proposed amendment is approved by stockholders, each Fund's fundamental investment policies regarding loans in effect would read: "The Fund may not make loans except through (i) the purchase of debt obligations in accordance with its investment objectives and policies; (ii) the lending of portfolio securities; (iii) the use of repurchase agreements; or (iv) the making of loans to affiliated funds as permitted under the 1940 Act, the rules and regulations thereunder (as such statutes, rules or regulations may be amended from time to time), or by guidance regarding, and interpretations of, or exemptive orders under, the 1940 Act." Discussion of Proposed Modification: In making its recommendation to the Boards, Alliance noted that the proposed change clarifies a Fund's ability to engage in securities lending and/or interfund lending to the extent permitted by the 1940 Act and the then-current SEC policy. The 1940 Act currently limits loans of a Fund's securities to one-third of the Fund's assets, including any collateral received from the loan, provided that loans are 100% collateralized by cash or cash equivalents. In the future, should the rules and regulations governing loans by mutual funds change, the proposed restriction would automatically conform to those new requirements without the need to solicit stockholder votes. The current restrictions of most Funds are consistent with the current limitation and the proposed amendment would not affect the Funds' investment strategies. However, the restrictions are set lower than the maximum allowed under the 1940 Act for Growth (25%), Tax-Managed Balanced Wealth (25%), and Tax-Managed Wealth Preservation (25%). If this proposal is approved by stockholders, the Funds would be permitted to make loans to the maximum extent permitted by the 1940 Act. This less restrictive lending policy is not expected to have a significant effect on the management of the Funds. For Funds that did not previously have a fundamental policy with respect to making loans, approval of this proposed modification would result in the adoption of this policy as a fundamental policy for those Funds. Proposal 3.H. Elimination of the Fundamental Policy Prohibiting Joint Securities Trading Accounts Applicable Funds: Americas Government Income, Corporate Bond, U.S. Government, Small Cap Growth, Emerging Market, Greater China, Global Strategic Income, Real Estate Institutional, Large Cap Growth, AMIF - California Portfolio, AMIF - Insured National Portfolio, AMIF - New York Portfolio, AMIF - National Portfolio, AMIF II - All Portfolios, Multi-Market Strategy, Real Estate, and Utility Income Proposal: It is proposed that the fundamental investment policy prohibiting participation in a joint securities trading account be eliminated in its entirety. Reasons for the Elimination of the Investment Policy: In making its recommendation to the Boards to eliminate this policy, Alliance noted that the fundamental investment restriction on a Fund's participation in a joint securities trading account was based on the requirements formerly imposed by state "blue sky" regulators as a condition to registration. As a result of NSMIA, this 30 policy is no longer required and may be eliminated from a Fund's fundamental investment policies. Furthermore, Alliance noted that Section 17(d) of the 1940 Act generally prohibits any affiliated person of or principal underwriter for a Fund acting as principal to effect any transaction in which the Fund is a joint, or joint and several, participant with such person. Consequently, except for those transactions that either the 1940 Act or the SEC has deemed, with the proper level of Board oversight, to pose no problems of overreaching by an affiliate, a Fund would be required to seek an exemptive order from the SEC before engaging in the type of activity covered by this policy. Because the 1940 Act and related regulations adequately protect a Fund and its stockholders, there is no need to maintain this policy. Proposal 3.I. Elimination of the Fundamental Policy Prohibiting Investments for Purposes of Exercising Control Applicable Funds: All Funds Except: U.S. Large Cap, Quality Bond, Global Research Growth, High Yield, International Growth, International Research Growth, Mid-Cap Growth, AMIF - All Portfolios, AMIF II - All Portfolios, Growth, Tax-Managed Balanced Wealth, and Tax-Managed Wealth Preservation Proposal: It is proposed that the fundamental investment policy prohibiting investments made for purposes of exercising control over, or management of, the issuer be eliminated in its entirety. Reasons for the Elimination of the Investment Policy: In making its recommendation to the Boards to eliminate this policy, Alliance noted that the investment restriction on investing in a security for the purpose of obtaining or exercising control over, or management of, the issuer was based on the requirements formerly imposed by state "blue sky" regulators as a condition to registration. As a result of NSMIA, this policy is no longer required and may be eliminated from a Fund's investment policies. The proposed amendment would not affect the Funds' investment strategies. Proposal 3.J. Elimination of the Fundamental Policy Prohibiting Investments in Other Investment Companies Exceeding Specified Percentage Limitations Applicable Funds: Americas Government Income, Corporate Bond, U.S. Government, Balanced Shares, Emerging Market, Exchange Reserves, Growth & Income, Global Research Growth, Large Cap Growth, Multi-Market Strategy, and Utility Income Proposal: It is proposed that the fundamental investment policy on investments in other investment companies be eliminated in its entirety. Reasons for the Elimination of the Investment Policy: In making its recommendation to the Boards to eliminate this policy, Alliance noted that the fundamental investment policy on investments in other investment companies was based on requirements formerly imposed by state "blue sky" regulators as a condition to registration. As a result of NSMIA, this policy is no longer required to be among a Fund's fundamental investment policies. Moreover, Alliance noted that in the absence of this policy, the Funds are still subject to the limitations on investments in other investment companies imposed on all mutual funds under Section 12(d)(1)(A) of the 1940 Act. In general, under that section, an investment company ("Acquiring Fund") cannot acquire shares of another investment company ("Acquired Fund") if, after the acquisition, (i) the Acquiring Fund would own more than 3% of the Acquired Fund's securities; (ii) more than 5% of 31 the total assets of the Acquiring Fund would be invested in the Acquired Fund; and (iii) more than 10% of the total assets of the Acquiring Fund would be invested in other investment companies (including the Acquired Fund). Stockholders should note that at a meeting held on August 3, 2005, as a result of Alliance's recommendation, the Boards of the affected Funds adopted a non-fundamental policy to address investment in other investment companies. That policy states in effect that: "A Fund may invest in the securities of other investment companies, including exchange-traded funds, to the extent permitted under the 1940 Act or the rules and regulations thereunder (as such statute, rules or regulations may be amended from time to time) or by guidance regarding, interpretations of, or exemptive orders under, the 1940 Act or the rules or regulations thereunder published by appropriate regulatory authorities." Stockholders are not required to approve non-fundamental policies. The Boards have the flexibility to amend a non-fundamental policy in furtherance of a Fund's best interests, without the expense and delay of soliciting a stockholder vote. To the extent that a Fund has a related policy with respect to investments in other investment companies, that policy would be eliminated with the approval of this Proposal. Proposal 3.K. Elimination of the Fundamental Policy Prohibiting Investments in Oil, Gas, and Other Types of Minerals or Mineral Leases Applicable Funds: Americas Government Income, Corporate Bond, U.S. Government, Balanced Shares, Small Cap Growth, Emerging Market, Growth & Income, Global Strategic Income, Global Technology, Real Estate Institutional, Large Cap Growth, Mid-Cap Growth, Multi-Market Strategy, Real Estate, and Utility Income Proposal: It is proposed that the fundamental investment policy prohibiting Funds from purchasing oil, gas, and other types of minerals or mineral leases be eliminated in its entirety. Reasons for the Elimination of the Investment Policy: In making its recommendation to the Boards to eliminate this policy, Alliance noted that the fundamental investment policy on purchasing or selling interests in oil, gas, or other types of minerals or mineral leases was based on the requirements formerly imposed by state "blue sky" regulators as a condition to registration. As a result of NSMIA, this policy is no longer applicable and may be eliminated from the Funds' investment policies. Nevertheless, Alliance noted that there are no current expectations that the Funds will engage in such activities. In the future, should a Fund decide to engage in such activities, appropriate disclosure regarding the nature and risks of such investments would be disclosed in a Fund's prospectus and statement of additional information. Proposal 3.L. Elimination of the Fundamental Policy Restricting Purchases of Securities on Margin Applicable Funds: All Funds Except: ABT - All Funds, Focused Growth & Income, Global Health Care, International Growth, International Research Growth, and TAP - All Funds Proposal: It is proposed that the fundamental investment policy restricting the purchase of securities on margin be eliminated. 32 Reasons for the Elimination of the Investment Policy: In making its recommendation to the Boards to eliminate this policy, Alliance noted that the fundamental investment policies on margin activities were based on the requirements formerly imposed by state "blue sky" regulators as a condition to registration. As a result of NSMIA, these policies are no longer required and may be eliminated from the Funds' fundamental investment policies. Furthermore, it is unlawful for an investment company, in contravention of applicable SEC rules or orders, to purchase securities on margin except for such short-term credits as are necessary for clearing transactions. Alliance advised the Boards that the SEC has not adopted rules relating to purchasing securities on margin and the policy is not required to be fundamental. At a meeting held on August 3, 2005 for all applicable Funds except Global Technology, and on August 9, 2005, for Global Technology, after considering Alliance's recommendation, the Boards of the affected Funds adopted a non-fundamental policy that reflects the limited exception for purchasing securities on margin and clarifies that margin deposits in connection with certain financial instruments do not fall within the general prohibition on purchasing securities on margin. That non-fundamental policy reads in effect as follows: "A Fund may not purchase securities on margin, except (i) as otherwise provided under rules adopted by the SEC under the 1940 Act or by guidance regarding the 1940 Act, or interpretations thereof, and (ii) that the 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." Stockholder approval of this non-fundamental policy is not required. A Fund's Board has the flexibility to amend a non-fundamental policy in furtherance of the Fund's best interests, without the expense and delay of a stockholder vote. Proposal 3.M. Elimination of the Fundamental Policy Restricting Short Sales Applicable Funds: All Funds Except: U.S. Large Cap, Focused Growth & Income, Global Health Care, Global Research Growth, Global Technology, International Growth, International Research Growth, and TAP - All Funds Proposal: It is proposed that the fundamental investment policy on short sales be eliminated. Reasons for the Elimination of the Investment Policy: In making its recommendation to the Boards to eliminate this policy, Alliance noted that the fundamental investment policies on short sales were based on the requirements formerly imposed by state "blue sky" regulators as a condition to registration. As a result of NSMIA, these policies are no longer required and may be eliminated from the Funds' fundamental investment policies. The Boards have approved the use by certain of the Funds of short sales as an investment strategy that is disclosed in the Funds' prospectuses. The risks of short selling are also disclosed for such Funds in their prospectuses. Alliance and the Boards believe that it is important for a Fund to have the flexibility to add or to revise these investment strategies in furtherance of the Fund's best interests, without the expense and delay of a stockholder vote that would be required if such strategies were designated as fundamental policies. 33 Proposal 3.N. Elimination of the Fundamental Policy Prohibiting Pledging, Hypothecating, Mortgaging, or Otherwise Encumbering Assets Applicable Funds: All Funds Except: Quality Bond, U.S. Government, High Yield, International Growth, International Research Growth, Utility Income, Tax-Managed Balanced Wealth, Tax-Managed Wealth Preservation, and Growth Proposal: It is proposed that the fundamental investment policy prohibiting the pledging, hypothecating, mortgaging, or otherwise encumbering a Fund's assets be eliminated in its entirety. Reasons for the Elimination of the Investment Policy: In making its recommendation to the Boards to eliminate this policy, Alliance noted that the prohibition on pledging hypothecating, mortgaging, or otherwise encumbering a Fund's assets was based on the requirements formerly imposed by state "blue sky" regulators as a condition to registration. As a result of NSMIA, this policy is no longer required and may be eliminated from the Funds' fundamental investment policies. Alliance noted that the Funds' current limits on pledging may conflict with each Fund's ability to borrow money to meet redemption requests or for temporary emergency purposes or, if Proposal 3.B. is approved, for any other purpose. This conflict arises because banks may require borrowers such as the Funds to pledge assets in order to collateralize the amount borrowed. These collateral requirements are typically for amounts at least equal to, and often larger than, the principal amount of the loan. The Funds' current policies, however, could be read to prevent these types of collateral arrangements and could therefore have the effect of reducing the amount that the Funds may borrow in these situations. Although Alliance currently plans, on behalf of the Funds, to engage only in pledging in connection with borrowing money for redemptions or temporary emergency purposes, pledging assets could decrease the Funds' ability to liquidate assets. If the Funds pledged a large portion of their assets, the ability to meet redemption requests or other obligations could be delayed. In any event, the Funds' current borrowing limits would remain consistent with limits prescribed under the 1940 Act. Proposal 3.O. Elimination of the Fundamental Policy Regarding Investments in Illiquid or Restricted Securities Applicable Funds: Corporate Bond and Growth & Income Proposal: It is proposed that the fundamental investment policy prohibiting or imposing limitations on investments in illiquid or restricted securities be eliminated. Reasons for the Elimination of the Investment Policy: In making its recommendation to the Boards to eliminate this policy, Alliance noted that the prohibitions or limitations on investments in illiquid or restricted securities were required to be deemed fundamental based on the requirements formerly imposed by state "blue sky" regulators as a condition to policy. However, as a result of NSMIA, this policy is no longer required to be a fundamental investment restriction. Alliance does not anticipate that the proposed change will have a material impact on the operation of the Funds since the Funds need to maintain a certain amount of liquidity to meet redemption requests, the Funds do not typically hold a significant amount of illiquid or restricted securities because of the potential for delays on resale and uncertainty in valuation. In addition, under current SEC guidelines a Fund must limit its investments in illiquid or restricted securities that are illiquid securities to 15% of its assets. As a result of Alliance's recommendation, the Boards approved a standardized, non-fundamental policy consistent with the current SEC guidance that would limit a Fund's investments in illiquid securities, including 34 restricted securities, to not more than 15% of its assets or such other amount permitted by SEC guidelines. Stockholder approval of this non-fundamental policy is not required. Proposal 3.P. Elimination of the Fundamental Policy Regarding Investments in Warrants Applicable Funds: Americas Government Income, U.S. Government, Corporate Bond, Balanced Shares, Small Cap Growth, Growth & Income, Large Cap Growth, Mid-Cap Growth, and Multi-Market Strategy Proposal: It is proposed that the fundamental investment policy regarding limitations on investments in warrants be eliminated in its entirety. Reasons for the Elimination of the Investment Policy: The Funds listed above have fundamental policies that impose a percentage limitation on investments in warrants (typically, 5%). In making its recommendation to the Boards to eliminate this policy, Alliance noted that state "blue sky" regulators, as a condition to registration, imposed these policies. However, as a result of NSMIA, this restriction is no longer required to be a fundamental investment policy. Alliance recommended that the policy restricting a Fund's investments in warrants be eliminated to permit a Fund the maximum flexibility to invest in warrants to the extent permissible under applicable law. Warrants are derivative securities that entitle the holder to purchase another security at a specified price at any time during the life of the warrants. Investments in warrants may be considered speculative because they do not represent any rights in the assets of an issuing company nor do they entitle the holder to dividends or voting rights. In addition, if the exercise price of a warrant is above the market price on, or a Fund fails to exercise the warrant prior to, the expiration date, the warrant will expire worthless. The Funds may, subject to Board approval, invest in warrants if this proposal is approved. This is an investment strategy that will be disclosed in a Fund's prospectus. Elimination of the fundamental policy would give a Fund's Board the flexibility to add or revise this investment strategy in furtherance of the Fund's best interests without incurring the expense and delay of a stockholder vote that would be required if such a strategy was designated as a fundamental policy. Proposal 3.Q. Elimination of the Fundamental Policy Regarding Investments in Unseasoned Companies Applicable Funds: Corporate Bond, Balanced Shares, Exchange Reserves, Growth & Income, Large Cap Growth, and Mid-Cap Growth Proposal: It is proposed that the fundamental investment policy prohibiting investments in issuers with less than three years of operations be eliminated in its entirety. Reasons for the Elimination of the Investment Policy: In making its recommendation to the Boards, Alliance noted that the fundamental investment policy prohibiting investments in issuers that have been in business for less than three years was based on the requirements formerly imposed by state "blue sky" regulators as a condition to registration. As a result of NSMIA, this policy is no longer required and may be eliminated from a Fund's fundamental investment policies. In recommending the elimination of the unseasoned issuers policy, Alliance stated its belief that the elimination of the policy would permit a Fund to further avail itself of investment opportunities in smaller capitalization, less seasoned companies. To the extent that a Fund invests in these types of issuers, it may be subject to greater risks. Such companies 35 may not have experience in operating through prolonged periods of economic difficulty and, as a result, the price of their shares may be more volatile than the shares of companies that have longer operating histories. Related or substantively duplicative policies with respect to investment in unseasoned issuers would be eliminated upon the approval of the Proposal. Proposal 3.R. Elimination of Requirement to Invest in Specific Investments Applicable Funds: Balanced Shares, Americas Government Income, Global Technology, and Large Cap Growth Proposal: Eliminate policies that require a Fund to be "balanced" or invest 80% of its assets in a specific investment. Reasons for the Proposed Elimination: ABS has a fundamental policy that requires it to be a "balanced fund." AAGIT has a fundamental policy that states that the "Fund invests at least 80% of its net assets in debt securities rated investment grade (at least BBB by Standard & Poor's Ratings Services or Fitch Ratings, or Baa by Moody's Investors Service, Inc. or better) at the time of investment and may invest up to 20% of its net assets in non-investment grade debt securities rated, at the time of investment, at least B- by S&P or Fitch or B3 by Moody's, or, if at the time of investment, unrated, determined by the Adviser to be of equivalent quality." Global Technology has a fundamental policy that states that "under normal circumstances, the Fund invests at least 80% of its net assets in securities of companies that use technology extensively in the development of new or improved products or processes." Large Cap Growth has a fundamental policy that requires that the Fund normally "invest at least 80% of its total assets in the equity securities of U.S. companies." In making its recommendation to the Boards, Alliance noted these policies were not required to be fundamental by Rule 35d-1 (the "names rule"). The names rule requires an investment company with a name that suggests that it focuses its investments in a particular type of investment have a policy to invest at least 80% of its assets in the type of investments suggested by the name. The rule, however, does not require a Fund's named investment policy to be fundamental. Alliance proposed, and the Board approved, that each Fund's named investment policy be eliminated consistent with the general principle that policies should not be fundamental where they are not required to be. Where required by the names rule, such as for Americas Government Income or Global Technology, the Funds have an 80% non-fundamental investment policy. These policies will not be changed without 60 days prior written notice to stockholders. Proposal 3.S. Elimination of the Fundamental Policy Regarding 65% Limitations in Certain Investments Applicable Funds: Corporate Bond, U.S. Government, AMIF - Insured California Portfolio, AMIF - Insured National Portfolio, and Utility Income Proposal: It is proposed that a Fund's fundamental 65% investment policy be eliminated. Reasons for the Elimination of the Investment Policy: U.S. Government has a fundamental policy that states that the Fund pursues its objective by investing at least 65% of its total assets in U.S. Government securities and repurchase agreements and forward contracts relating to U.S. Government securities. 36 Corporate Bond has a fundamental policy that states that the Fund follows a policy of maintaining at least 65% of its net assets invested in debt securities. AMIF - Insured National Portfolio and Insured California Portfolio each has a fundamental policy that states that the Fund under normal circumstances invests at least 65% of its total assets in insured securities. Utility Income has a fundamental policy that states that the Fund normally invests at least 65% of its total assets in securities of companies in the utilities industry. In making its recommendation to the Boards, Alliance noted that prior to the adoption of the names rule, SEC staff guidance required that a fund with a name that suggests that it focuses on a particular type of investment to invest at least 65% of its assets in such investments. Although these 65% policies were not required to be fundamental policies, the Funds identified above adopted fundamental 65% policies. After adoption of the names rule, the Funds adopted 80% non-fundamental policies but did not seek a stockholder vote to eliminate their fundamental 65% policies. Elimination of these redundant 65% fundamental policies will give the Boards the flexibility to change names and investment strategies of the Funds in response to changes in market conditions without the expense and time delay associated with obtaining a stockholder vote, although stockholders will receive at least 60 days prior written notice of any change. Proposal 3.T. Elimination of the Fundamental Policy Regarding Purchasing Securities of Issuers in which Officers, Directors or Partners Have an Interest Applicable Funds: Corporate Bond, Balanced Shares, Small Cap Growth, Exchange Reserves, Growth & Income, Large Cap Growth, and Mid-Cap Growth Proposal: It is proposed that the fundamental investment policy prohibiting investments in securities of companies in which a Fund's officers, Directors or partners have an interest be eliminated in its entirety. Reasons for the Elimination of the Investment Policy: In making its recommendation to the Boards to eliminate this policy, Alliance noted that these prohibitions were originally adopted to address the requirements formerly imposed by state "blue sky" regulators as a condition to registration. As a result of NSMIA, this policy is no longer required and may be eliminated from the Funds' fundamental investment policies. Eliminating this restriction would increase Alliance's flexibility when choosing investments on a Fund's behalf. Alliance further noted that it believes that the policy is unnecessary because each Fund's Code of Ethics adequately covers and provides for the monitoring of the Fund's securities purchases and security ownership by the Fund's officers and directors. In addition, Alliance noted that securities purchases by a Fund that may pose conflicts of interest are subject to the restrictions imposed by Section 17 of the 1940 Act and the rules thereunder. Proposal 3.U. Elimination of the Fundamental Policy Regarding Purchasing or Selling Securities Through Interested Parties Applicable Funds: Mid-Cap Growth Proposal: It is proposed that the fundamental investment policy prohibiting purchases or sales through interested persons be eliminated. 37 Reasons for the Elimination of the Investment Policy: The Fund has a fundamental policy that prohibits it from buying or selling any securities from, to or through its officers or directors or other "interested persons" except for purchases or sales of Fund shares, or in transactions on a securities exchange including only regular exchange commissions and charges. In making its recommendation to the Board to eliminate the policy, Alliance noted that the 1940 Act does not require that this prohibition be a fundamental policy of the Fund. Furthermore, this policy basically restates existing law because the 1940 Act generally prohibits principal trades between the Fund and interested parties. Proposal 3.V. Elimination of the Fundamental Policy Restricting Option Transactions Applicable Funds: Americas Government Income, Small Cap Growth, Exchange Reserves, Large Cap Growth, and AMIF II - All Portfolios Proposal: It is proposed that the fundamental investment policies regarding option transactions be eliminated in their entirety. Reasons for the Elimination of the Investment Policies: The Fund's listed above have fundamental policies that impose various restrictions on options transactions, including prohibitions on the writing of put and call options except as in accordance with a Fund's investment objective and policies, or the purchase of puts, calls, straddles, spreads and combinations that exceed 5% of a Fund's total assets. Large Cap Growth has additional restrictions on options with respect to: (i) liquidity, (ii) premium payments, (iii) participation in options over-the-counter when they are available on an exchange, and (iv) the persons who may serve as a counterparties in over-the-counter transactions. In making its recommendation to the Boards to eliminate these policies, Alliance noted that these restrictions were originally adopted to address the requirements formerly imposed by state "blue sky" regulators as a condition to registration. As a result of NSMIA, these policies are no longer required and may be eliminated from the Funds' fundamental investment policies. None of these policies are required to be fundamental under the 1940 Act. Consequently, Alliance recommended that these policies be eliminated. The Boards may approve investments in options as an investment strategy that is disclosed in the Funds' prospectus. Investments in options are considered speculative and a Fund may lose the premium paid for them if the price of an underlying security decreased or remained the same (in the case of a call option) or increased or remained the same (in the case of a put option). If a put or call option purchased by a Fund were permitted to expire without being sold or exercised, its premium would represent a loss to the Fund. Elimination of these fundamental policies would give a Fund's Board the flexibility to add or revise this investment strategy in furtherance of the Fund's best interests without incurring the delay and expense of seeking stockholder approval. Proposal 3.W. Elimination of the Fundamental Policy Regarding Purchasing Voting or Other Securities of Issuers Applicable Funds: Emerging Market, Exchange Reserves, Mid-Cap Growth, and Utility Income Proposal: It is proposed that the fundamental investment policy regarding purchasing voting or other securities be eliminated in its entirety. 38 Reasons for the Elimination of the Investment Policy: Emerging Market and Utility Income each have a fundamental policy with regard to voting securities that states that "[t]he Fund may not purchase more than 10% of any class of the voting securities of any one issuer." Mid-Cap Growth has a policy that states that "[t]he Fund may not acquire more than 10% of the voting or other securities of any one issuer." Exchange Reserves has a fundamental policy that states that "[t]he Fund may not invest in more than 10% of any one class of an issuer's outstanding securities (exclusive of securities issued or guaranteed by the United States Government, its agencies or instrumentalities)." In making its recommendation to the Boards to eliminate each of these policies, Alliance noted that a Fund is not required to have a fundamental policy on its investment in voting or other securities except implicitly in the context of its noting whether it is a diversified fund. A diversified fund may not, with respect to 75% of its total assets: (1) invest more than 5% of its total assets in the securities of one issuer, or (2) hold more than 10% of the outstanding voting securities of such issuer. Alliance noted that Emerging Market is not a diversified fund and consequently, it is not subject to the 10% test. Because these policies are unnecessary in light of the 1940 Act's diversification tests and the Funds' fundamental diversification policy, Alliance recommended that they be eliminated. Elimination of this policy would have no effect on a Fund's investment strategy. Each of the Funds must also meet certain diversification requirements under the Internal Revenue Code in order to qualify for beneficial tax treatment as a regulated investment company. These diversification requirements provide, in part, that as to 50% of a Fund's assets, investments in any one issuer cannot exceed 5% of the Fund's assets and the Fund cannot hold more than 10% of the issuer's outstanding voting securities at the end of each quarter. Each Fund intends to qualify as a regulated investment company ("RIC") for tax purposes and elimination of the fundamental policy regarding purchasing voting securities will not affect the Fund's status as a RIC. Proposal 3.X. Elimination of the Fundamental Policy Regarding Percentage Limitation On Investments In Repurchase Agreements Applicable Funds: AMIF - Insured California Portfolio Proposal: It is proposed that the fundamental investment policy limiting repurchase agreements with any one dealer to 5% of the Fund's assets be eliminated in its entirety. Reasons for the Elimination of the Investment Policy: In making its recommendation to the Board to eliminate the policy, Alliance noted that policies limiting the Fund's ability to invest in repurchase agreements are not required to be fundamental under the 1940 Act. A repurchase agreement arises when a buyer purchases a security and simultaneously agrees to resell it to the vendor at an agreed-upon future date, normally a day or a few days later. The resale price is greater than the purchase price, reflecting an agreed-upon interest rate for the period the buyer's money is invested in the security. A repurchase agreement may be seen as a loan by the Fund secured by the security subject to the repurchase agreement. Alliance recommended that the policy restricting the Fund's investments in repurchase agreements be eliminated to permit the Fund the maximum flexibility to invest in repurchase agreements to the extent permissible under applicable law. Alliance also recommended elimination of this fundamental policy to be consistent with the proposed modification to the Fund's fundamental investment policy on making loans. As discussed above in Proposal 3.G., the modification to the fundamental policy on loans provides in effect that the Fund may enter into repurchase agreements. That proposed policy does not impose any limitations on a Fund's ability to enter into repurchase agreements but it is not expected that this flexibility to invest without limitation subject to applicable 1940 Act limitations will have a significant effect on the management of the Fund. 39 Proposal 3.Y. Elimination of the Fundamental Policy Regarding Transactions Effected Through Affiliated Broker-Dealer Applicable Funds: Large Cap Growth Proposal: It is proposed that a fundamental investment policy requirement that securities transactions effected through an affiliated broker-dealer be fair and reasonable be eliminated in its entirety. Reasons for the Elimination of the Investment Policy: The Fund's fundamental investment policy with regard to the use of affiliated broker-dealers states that: "[a]ny securities transaction effected through an affiliated broker-dealer will be fair and reasonable in compliance with Rule 17e-1 under the 1940 Act." In making its recommendation to the Board to eliminate the policy, Alliance noted that policies regarding the use of affiliated broker-dealers are not required to be fundamental policies under the 1940 Act. Moreover, this fundamental policy is unnecessary in that it is redundant with the requirements of Rule 17e-1. As required by the Rule's provisions, the Fund's Board has adopted Rule 17e-1 Procedures that are reasonably designed to ensure that commissions, fees or other remuneration for transactions effected through a Fund's affiliated broker-dealers will be fair and reasonable. As a result, Alliance recommended that this fundamental investment policy be eliminated because it is unnecessary. Proposal 3.Z. Elimination of the Fundamental Policy Regarding Special Meetings Called by Stockholders Applicable Funds: Large Cap Growth Proposal: It is proposed that this fundamental investment policy, which provides that special meetings of stockholders for any purpose may be called by 10% of the stockholders, be eliminated in its entirety. Reasons for the Elimination of the Investment Policy: Policies regarding special meetings are not required to be fundamental under the 1940 Act. Special meetings of stockholders are regulated under state law and a Fund's Bylaws. In making its recommendation to the Board to eliminate the policy, Alliance noted that the elimination is consistent with the effort to standardize the fundamental policies across the AllianceBernstein Fund Complex. If this proposal is approved by stockholders, procedures for the calling of special meetings will be as set forth in the Fund's Bylaws, which currently provides that special meetings may be called by 25% of the stockholders except that 10% of the stockholders may call a meeting for the purpose of removal of any director or directors. Proposal 3.Z.1 Elimination of the Fundamental Policy Regarding Investment Grade Securities Applicable Funds: Balanced Shares and Growth & Income Proposal: It is proposed that this fundamental investment policy on investments in investment grade securities be eliminated in its entirety. Reasons for the Elimination of the Investment Policy: Balanced Shares has a fundamental policy "not to invest only in investment grade securities." Growth & Income has a fundamental policy to invest "only in investment grade securities." In making its recommendation 40 to the Boards to eliminate the policy, Alliance noted that these fundamental investment policies were based on the requirements formerly imposed by state "blue sky" regulators as a condition to registration. As a result of NSMIA, this policy is no longer required and may be eliminated. If stockholders approve elimination of these policies, the Funds will have greater flexibility to invest in lower-rated or "high-yield" securities. A Fund would disclose its policy regarding investments in high-yield securities as part of its investment strategy disclosure in its prospectus. Growth & Income has no current intention to invest significantly in high-yield securities. Balanced Shares expects to invest up to 20% of its fixed-income allocation in high-yield securities. As an operational guideline, no more than 25% of its investments in high-yield securities will be rated CCC or below by Standard & Poor's Rating Services. High-yield securities are subject to greater credit risk or loss of principal and interest than higher-rated securities. These securities may also be subject to liquidity risk because the market for lower-rated securities may be thinner and less active than that for higher-rated securities. Approval of each of Proposal 3.A. - 3.Z.1. by a Fund requires the affirmative vote of the holders of a "majority of the outstanding voting securities" of a Fund as defined in the 1940 Act, which means the lesser of (i) 67% or more of the voting securities of the Fund present or represented by proxy, if the holders of more than 50% of the outstanding voting securities are present or represented by proxy, or (ii) more than 50% of the outstanding voting securities of the Fund ("1940 Act Majority"). If the stockholders of a Fund do not approve a Proposal regarding a fundamental investment restriction, the Fund's current fundamental investment restriction will remain the same. The Board, including the Independent Directors, of each Fund unanimously recommends that the stockholders of each Fund vote "FOR" Proposals 3.A. through 3.Z.1. 41 PROPOSAL FOUR Proposal 4.A. Reclassification of Each Fund's Fundamental Investment Objective as Non-fundamental Applicable Funds: ABT - All Funds, Global Research Growth, Global Strategic Income, and Multi-Market Strategy Stockholders are being asked to approve the reclassification of the Funds' fundamental investment objective as non-fundamental. In making this recommendation, Alliance advised the Boards that the Funds' investment objectives are not required by the 1940 Act to be a fundamental policy that is changeable only by a stockholder vote. The Proposal to reclassify these objectives as non-fundamental is consistent with the changes proposed above, which are intended to eliminate or reclassify any fundamental policy of a Fund that is not required to be fundamental under the 1940 Act. The proposed reclassifications would give the Boards the flexibility to revise a Fund's investment objective to respond to changed market conditions or other circumstances in a timely manner without the delay and expense of obtaining a stockholder vote. If reclassified as a non-fundamental investment objective, the Boards may change a Fund's investment objective in the future without stockholder approval. If this Proposal is approved, Alliance intends to provide stockholders with advance notice of not less than 60 days of any subsequent material change to a Fund's investment objective. The Board, including the Independent Directors, of each Fund unanimously recommends that the stockholders of each affected Fund vote "FOR" Proposal 4.A. Approval of this Proposal requires the affirmative vote of the stockholders of a 1940 Act Majority with respect to each Fund. If the stockholders of a Fund do not approve the reclassification of the Fund's fundamental investment objective, the investment objective will remain fundamental, and the Fund would be required to solicit stockholder votes each time it sought to modify the Fund's investment objective. Proposal 4.B. Change in a Fund's Investment Objective and Reclassification of Revised Investment Objective as Non-fundamental Applicable Funds: Americas Government Income, Corporate Bond, Quality Bond, U.S. Government, Emerging Market, High Yield, AMIF - All Portfolios, AMIF II - All Portfolios, Balanced Shares, Small Cap Growth, Focused Growth & Income, Global Health Care, Growth & Income, Global Technology, Real Estate Institutional, Large Cap Growth, Mid-Cap Growth, Real Estate, Utility Income, and Growth In addition to reclassifying the Funds' investment objectives as non-fundamental, Alliance recommended that the Board change certain Funds' investment objectives in order to clarify and standardize these Funds' investment objectives. 42 Based on recommendations from Alliance, the Boards of the affected Funds approved and are recommending to stockholders changes to a Fund's investment objective as detailed below: 1. Americas Government Income Current Investment Proposed Investment Objective: Objective: (Fundamental) (Non-fundamental) The Fund's investment The Fund's investment objective is the highest objective is to generate level of current income, current income, consistent with what consistent with Alliance consid-ers to preservation of capital. 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 Mex-ico, their political subdivisions (including Canadian Provinces but excluding the states of the United States), agencies, instrumentalities or authorities. The proposed change to the Fund's investment objective is intended to identify the Fund as primarily seeking to generate income. The change to the Fund's investment objective was part of other changes Alliance recommended to broaden and globalize the Fund's investment strategy. These changes do not require a stockholder vote. As part of these changes, Alliance recommended that the Fund be renamed as "AllianceBernstein Global Government Income Trust, Inc." Alliance also recommended that the Fund's investments no longer focus on debt securities of issuers in the Western Hemisphere, including North, Central or South America. Instead, the Fund would invest at least 65% of its assets in debt securities issued by governments of countries that are members of the Organization for Economic Co-operation and Development ("OECD"). The OECD is composed of 30 countries having market democracies that work together to address economic, social, environmental, and governance issues of the globalizing world economy. Alliance advised the Board that these countries, three-quarters of which are considered to be developed countries, will provide broader and more diversified investment opportunities for the Fund. Alliance advised the Board that the flexibility to consider a wider array of investments would improve the Fund's risk/return profile and benefit investors. 2. Corporate Bond Current Investment Proposed Investment Objective: Objective: (Fundamental) (Non-fundamental) The Fund's investment The Fund's investment objective is primarily objective is to maximize to max-imize income over total returns from price the long term to the appreciation and income. extent con-sistent with providing reasonable safety in the value of each stockholder's investment, and secondarily to in-crease its capital through appreciation of its invest-ments in order to preserve and, if possible, increase the purchasing power of each stockholder's investment. The proposed change in the Fund's investment objective is intended to more clearly identify the Fund as primarily a total return investment vehicle. Alliance recommended this change to the Board because, through its investments in debt securities with longer maturities and also to a certain extent in lower-rated securities, price appreciation is an important component of the Fund's performance. The proposed changed would have no effect on the Fund's investment strategy. 43 3. Quality Bond Current Investment Proposed Investment Objective: Objective: (Fundamental) (Non-fundamental) The Fund's investment The Fund's investment objective is high objective is to generate current in-come in-come and price consistent with appreciation without preservation of capital assuming what Alliance by inves-ting in considers undue risk. investment grade fixed-income securities. The proposed change to the Fund's investment objective is intended to identify the Fund as seeking to generate both income and price appreciation. The change to the Fund's investment objective was part of other changes Alliance recommended to refocus the Fund's investment strategy on a broader range of debt securities, including below investment grade debt securities, rather than primarily on investment grade securities. As part of the changes, Alliance recommended that the Fund be renamed as the "AllianceBernstein Bond Fund, Inc. - Intermediate Bond Portfolio." In addition to investing in below-investment grade securities, Alliance recommended that the Fund be able to take advantage of broader opportunities to invest in foreign fixed-income securities, including investing up to 25% of its assets in non-U.S. Dollar-denominated securities. Alliance advised the Board that these changes were intended to improve the returns available to the Fund's stockholders without a significant increase in long-term volatility or risks. 4. U.S. Government Current Investment Objective: Proposed Investment (Fundamental) Objective: (Non-fundamental) The Fund's investment objective is a high The Fund's investment level of cur-rent income objective is to generate that is consistent with in-come and price Alliance's appreciation without determi-nation of assuming what Alliance prudent investment risk. considers undue risk. The proposed change is intended to identify the Fund as seeking to generate both income and price appreciation. The investment strategies of seeking income and relative stability through investment in government securities remain the same. The proposed change would have no effect on the Fund's investment strategy. 5. Emerging Market Current Investment Proposed Investment Objective: Objective: (Fundamental) (Non-fundamental) The Fund's investment The Fund's investment objective is primarily a objective is to maximize high level of current total returns from price income and, secondarily, appreciation and income. capital appreciation. The proposed change in the Fund's investment objective is intended to more clearly identify the Fund as primarily a total return investment vehicle. Alliance recommended this change to the Board because, through its investments in debt securities of emerging market countries, price appreciation is an important component of the Fund's performance. Alliance also recommended, and the Board approved, a change to the Fund's investment policy of limiting its investments in sovereign debt obligations and U.S. and non-U.S. corporate fixed-income securities to U.S. Dollar-denominated debt securities. Under the new policy the Fund may invest in both U.S. Dollar-denominated and non-U.S. Dollar-denominated securities, except that it will invest no more than 5% of its assets in any one currency other than the U.S. As an operating policy, the Fund will limit its investments in non-U.S. Dollar-denominated debt securities to no more than 25% of its assets. The proposed changes to the Fund's investment policies are intended to reflect the increased reliance by emerging market governments on local currency financings and permit the Fund to participate in local currency debt markets without significant additional risks to investors. These changes do not require a stockholder vote. 44 6. High Yield Current Investment Proposed Investment Objective: Objective: (Fundamental) (Non-fundamental) The Fund's investment The Fund's investment objective is high total objective is to maximize return by maximizing total returns from price current income and, to appreciation and income. the extent con-sistent with that objective, capital appreciation. The proposed change in the Fund's investment objective is intended to more clearly identify the Fund as primarily a total return investment vehicle. Alliance recommended this change to the Board because, through its investments in debt securities in lower-rated securities, price appreciation is an important component of the Fund's performance. Alliance also recommended, and the Board approved, that the guideline for the Fund's investments in high yield securities be changed to remove the maximum of 10% of investment in securities rated CCC or below by Standard & Poors. Alliance advised the Board that the elimination of this guideline is intended to allow the Fund more flexibility to match its benchmark. 7. AMIF - All Portfolios (except AMIF - Insured California Portfolio) and AMIF II - All Portfolios Current Investment Proposed Investment Objective: Objective: (Fundamental) (Non-fundamental) The Fund's investment The Fund's investment objective is to earn the objective is to earn the highest level of current highest level of current income, exempt from income, exempt from Federal and state Federal and state taxation to the extent taxation, that is described in the available without Prospectus, that is assuming what Alliance available without considers to be undue assuming what Alliance risk. considers to be undue risk by investing principally in high-yielding, predominantly medium quality, municipal securities. The proposed changes are intended to clarify and simplify the Portfolios' investment objectives as well as to standardize the investment objectives among the fixed-income group of AllianceBernstein Funds. Alliance recommended the proposed changes to the AMIF and AMIF II Portfolios' objectives, except for the AMIF - Insured California Portfolio, to eliminate specific references to investments in high-yielding, predominantly medium quality municipal securities. Alliance noted that the references to specific investments would be disclosed in the Portfolios' prospectuses as part of the discussion of their principal investment strategies. In addition, Alliance noted that the current reference to "high-yielding" municipal securities may now have the different, and possibly misleading, connotation of investments in below-investment grade securities than the reference had when many of the Portfolios were organized. The proposed change would have no effect on the Fund's investment strategy. 8. AMIF - Insured California Portfolio Current Investment Proposed Investment Objective: Objective: (Fundamental) (Non-fundamental) The Fund's investment The Fund's investment objective is to provide objective is to earn the as high a level of highest level of current current income, exempt income, exempt from from Federal income tax Federal and state and California personal taxation, that is income tax as is available without consistent with the assuming what Alliance preservation of capital. considers to be undue risk. Alliance recommended the proposed changes to the Portfolio's objectives to conform its investment objective with the other municipal funds in the AllianceBernstein Fund Complex. The proposed change would have no effect on the Fund's investment strategy. 45 9. Balanced Shares Current Investment Proposed Investment Objective: Objective: (Fundamental) (Non-fundamental) The Fund's investment The Fund's investment objective is high return objective is total through a combination of return con-sistent with current income and reasonable risk, through capital appreciation. a combination of income and long-term growth of capital. The proposed change to the Fund's investment objective eliminates high return as an investment objective in favor of total return. Alliance recommended this change to the Board in order to standardize the objectives. The proposed change would have no effect on the Fund's investment strategy. 10. Small Cap Growth Current Investment Proposed Investment Objective: Objective: (Fundamental) (Non-fundamental) The Fund's investment The Fund's investment objective is growth of objective is long-term capital by pursuing growth of capital. aggressive investment policies. Current income is incidental to the Fund's objective. The proposed change to the Fund's investment objective clarifies that income is not an objective of the Fund. Alliance recommended this change to the Board in order to reflect the Fund's focus on pursuing long-term growth opportunities. The proposed change would have no effect on the Fund's investment strategy. 11. Focused Growth & Income Current Investment Proposed Investment Objective: Objective: (Fundamental) (Non-fundamental) The Fund's investment The Fund's investment objective is long-term objective is long-term growth of capital growth of capital. through the application of a disciplined value-oriented investment process. The proposed change to the Fund's investment objective eliminates the reference to a specific value-oriented investment process. The Fund's investment strategies will continue to be disclosed in the Fund's prospectus. Alliance recommended this change to the Board in order to simplify and standardize the Fund's objective. The proposed change would have no effect on the Fund's investment strategy. 12. Global Health Care Current Investment Objective: (Fundamental) Proposed Investment Objective: The Fund's investment (Non-fundamental) objective is capital appreciation and, The Fund's investment secondarily, current objective is long-term income. growth of capital. The proposed change to the Fund's investment objective clarifies that income is not an objective of the Fund. Alliance recommended this change to the Board in order to reflect the Fund's focus on long-term growth of capital. The proposed change would have no effect on the Fund's investment strategy. 13. Growth & Income Current Investment Proposed Investment Objective: Objective: (Fundamental) (Non-fundamental) The Fund's investment The Fund's investment objective is objective is long-term appreciation through growth of capital. investments primarily in dividend-paying common stocks of good quality, although the Fund may invest in fixed-income and convertible securities. 46 The proposed change to the Fund's investment objective eliminates any focus on dividends or other investments, which would be disclosed in the Fund's prospectus as part of its investment strategies. Alliance recommended this change to the Board in order to simplify and standardize the objectives as well as to reflect the Fund's focus on long-term growth of capital. The proposed change would have no effect on the Fund's investment strategy. 14. Global Technology Current Investment Proposed Investment Objective: Objective: (Fundamental) (Non-fundamental) The Fund's investment The Fund's investment objective is growth of objective is long-term capital. Current income growth of capital. is incidental to the Fund's objective. Alliance recommended this proposed change to the Board in order to clarify that income is not an objective of the Fund and is intended to reflect the Fund's focus on long-term growth opportunities. The proposed change would have no effect on the Fund's investment strategy. 15. Real Estate Institutional and Real Estate Current Investment Proposed Investment Objective: Objective: (Fundamental) (Non-fundamental) The Fund's investment The Fund's investment objective is total objective is total return from long-term return from long-term growth of capital and growth of capital and income principally income. through investing in equity securities of companies that are primarily engaged in or related to the real estate industry. The proposed change to each Fund's investment objective focuses on general investment objectives and eliminates the references to specific investments, which would be disclosed in the Fund's prospectus as part of its investment strategies. Alliance recommended this change to the Funds' Boards in order to reflect clearly each Fund's focus on long-term growth of capital and income. The proposed change would have no effect on the Funds' investment strategy. 16. Large Cap Growth Current Investment Proposed Investment Objective: Objective: (Fundamental) (Non-fundamental) The Fund's investment The Fund's investment objective is long-term objective is long-term growth of capital by growth of capital. investing predominantly in equity. secu-rities of a limited number of large, carefully selected, high-quality U.S. companies that are judged likely to achieve superior earnings growth. The proposed change to the Fund's investment objective eliminates the reference to a specific investment strategy, which would be disclosed in the Fund's prospectus as part of its investment strategies. Alliance recommended this change to the Board in order to reflect the Fund's focus on long-term growth of capital. The proposed change would have no effect on the Fund's investment strategy. 17. Mid-Cap Growth Current Investment Proposed Investment Objective: Objective: (Fundamental) (Non-fundamental) The Fund's investment The Fund's investment objective is long-term objective is long-term growth of capital and growth of capital. income primarily through investments in common stocks. 47 The proposed change to the Fund's investment objective clarifies that income is not an objective of the Fund and simplifies and standardizes the Fund's investment objective. Alliance recommended this change to the Board in order to reflect the Fund's focus on long-term growth of capital. The proposed change would have no effect on the Fund's investment strategy. 18. Utility Income Current Investment Proposed Investment Objective: Objective: (Fundamental) (Non-fundamental) The Fund's investment The Fund's investment objective is current objective is current income and capital income and long-term appreciation by growth of capital. investing primarily in equity and fixed-income securities of companies in the util-ities industry. The proposed change to the Fund's investment objective focuses on general investment objectives and eliminates the references to specific investments, which would be disclosed in the Fund's prospectus as part of its investment strategies. Alliance recommended this change to the Board in order to reflect the Fund's focus on current income and long-term growth of capital. The proposed change would have no effect on the Fund's investment strategy. 19. Growth Current Investment Proposed Investment Objective: Objective: (Fundamental) (Non-fundamental) The Fund's investment The Fund's investment objective is long-term objective is long-term growth of capital. growth of capital. Current income is incidental to the Fund's objective. The proposed change to the Fund's investment objective clarifies that income is not an objective of the Fund. Alliance recommended this change to the Board in order to reflect the Fund's focus on long-term growth of capital. The proposed change would have no effect on the Fund's investment strategy. The Board, including the Independent Directors, of each Fund unanimously recommends that the stockholders of each Fund vote "FOR" Proposal 4.B. Approval of this Proposal requires the affirmative vote of the stockholders of a 1940 Act Majority with respect to each Fund. If the stockholders of a Fund do not approve the reclassification of the Fund's fundamental investment objective and the change to its investment objective, the investment objective will remain fundamental and unchanged, and the Fund would be required to solicit stockholder votes each time it sought to modify a Fund's investment objective. 48 Part III - Independent Registered Public Accounting Firms Approval of Independent Registered Public Accounting Firms by Boards The Audit Committee of each Fund is responsible for the appointment, compensation, retention and oversight of the work of the Fund's independent registered public accounting firms. In addition, the Board of each Fund approved the independent registered public accounting firms of each Fund as required by the 1940 Act on the dates specified below. At meetings held on September 30, 2004, the Board of each of Quality Bond, Emerging Market, Global Strategic Income, AIF, AMIF, Multi-Market Strategy, Focused Growth & Income, Real Estate, and ABT approved by the vote, cast in person, of a majority of the Directors of each Fund, including a majority of the Directors who are not "interested persons" of each Fund, Ernst & Young LLP, independent registered public accounting firm to audit the accounts of Quality Bond, Emerging Market, Global Strategic Income, AIF, and AMIF for the fiscal year ending October 31, 2005 and Focused Growth & Income, Real Estate, and ABT for the fiscal year ending November 30, 2005. At meetings held on September 30, 2004, the Board of each of Balanced Shares and Utility Income approved by the vote, cast in person, of a majority of the Directors of each Fund, including a majority of the Directors who are not "interested persons" of each Fund, PricewaterhouseCoopers LLP, independent registered public accounting firm to audit the accounts of Balanced Shares and Utility Income for the fiscal year ending November 30, 2005. At meetings held on May 9-12, 2005, the Board of the following Funds: Global Research Growth, Global Health Care, Mid-Cap Growth, Large Cap Growth, and Growth approved by the vote, cast in person, of a majority of the Directors of each Fund, including a majority of the Directors who are not "interested persons" of each Fund, PricewaterhouseCoopers LLP, independent registered public accounting firm to audit the accounts of Global Research Growth and Global Health Care for the fiscal year ending June 30, 2006, and Mid-Cap Growth, Large Cap Growth and Growth for the fiscal year ending July 31, 2006. At meetings held on May 9-12, 2005, the Board of ACF and Greater China approved by the vote, cast in person, of a majority of the Directors of each Fund, including a majority of the Directors who are not "interested persons" of each Fund, Ernst & Young LLP, independent registered public accounting firm to audit the accounts of the Funds for the fiscal year ending July 31, 2006. At a meeting held on August 9, 2005, the Board of Global Technology, approved by the vote, cast in person, of a majority of the Directors, including a majority of the Directors who are not "interested persons" of the Fund, Ernst & Young LLP, independent registered public accounting firm to audit the Fund's account for the fiscal year ending July 31, 2006. At meetings held on May 9-12, 2005, the Board of International Growth and International Research Growth, approved by the vote, cast in person, of a majority of the Directors, including a majority of the Directors who are not "interested persons" of the Fund, PricewaterhouseCoopers LLP, independent registered public accounting firm to audit the Funds' account for the fiscal year ending July 31, 2006. At meetings held on August 2-4, 2005, the Board of each of High Yield, Americas Government Income, ABF, AMIF, AMIF II, Emerging Market, Global Strategic Income, AIF, and Multi-Market Strategy approved by the vote, cast in person, of a majority of the Directors of each Fund, including a majority of the Directors who are not "interested persons" of each Fund, Ernst & Young, LLP, independent registered public accounting firm to audit the accounts of High Yield, Americas Government Income, Corporate Bond, U.S. Government, and AMIF II for the fiscal year ending September 30, 2006 and Quality Bond, AMIF, Emerging Market, Global Strategic Income, AIF, and Multi-Market Strategy for the fiscal year ending October 31, 2006. At meetings held on August 2-4, 2005, the Board of each of ABSS, TAP (for all Funds except Growth), Exchange Reserves, and Growth & Income approved by the vote, cast in person, of a majority of the Directors of each Fund, including a majority of the Directors who are not "interested persons" of each Fund, PricewaterhouseCoopers LLP, independent registered public accounting firm to audit the accounts of ABSS, and TAP (for all 49 Funds except Growth), for the fiscal year ending August 31, 2006, Exchange Reserves for the fiscal year ending September 30, 2006 and Growth & Income for the fiscal year ending October 31, 2006. Ernst & Young LLP has audited the accounts of Quality Bond, U.S. Government, Corporate Bond, Emerging Market, Global Strategic Income, AIF, Multi-Market Strategy, Focused Growth & Income, Real Estate, ABT, Global Technology, AMIF, and AMIF II for its last two fiscal years, and has represented that it does not have any direct financial interest or any material indirect financial interest in any of the Funds. PricewaterhouseCoopers LLP has audited the accounts of Growth & Income, Balanced Shares, Utility Income, Global Research Growth, Global Health Care, Mid-Cap Growth, Large Cap Growth, Growth, and Exchange Reserves for its last two fiscal years, and has represented that it does not have any direct financial interest or any material indirect financial interest in any of the Funds. Representatives of Ernst & Young LLP and PricewaterhouseCoopers LLP are expected to attend the Meeting and to have the opportunity to make a statement and respond to appropriate questions from the stockholders. Fees The following table sets forth the aggregate fees billed by the independent registered public accounting firms for each Fund's last two fiscal years for professional services rendered for: (i) the audit of the Fund's annual financial statements included in the Fund's annual report(s) to stockholders; (ii) assurance and related services that are reasonably related to the performance of the audit of the Fund's financial statements and are not reported under (i), which include advice and education on accounting and auditing issues, consent letters, and in the case of certain of the Funds, include multi-class distribution testing; (iii) tax compliance, tax advice and tax return preparation; and (iv) aggregate non-audit services provided to the Fund, Alliance and entities that control, are controlled by or under common control with Alliance that provide ongoing services to the Fund ("Service Affiliates"), which include conducting an annual internal control report pursuant to Statement on Auditing Standards No. 70. No other services were provided to any Fund during this period. Many of the Funds implemented changes to their fiscal year ends in 2003 (to subsequently allow for more efficient reporting). Consequently, in such cases, the amounts recorded for 2003 are for periods substantially shorter than twelve months. TABLE 1
All Fees for Non-Audit Services All Other Fees Provided to the for Services Fund, Alliance Audit Provided to and Service Name of Fund Audit Fees Related Fees Tax Fees Fund Affiliates* ------------ ---------- ------------ -------- -------------- --------------- Americas Government Income/1/ 2003 $51,000 $7,855 $11,842 n/a $ 568,662 2004 $54,000 $3,290 $24,804 n/a $1,229,826 Corporate Bond/2/ 2003 $29,250 $1,024 $ 3,469 n/a $ 34,543 2004 $47,000 $5,145 $25,064 n/a $1,231,941 Quality Bond/3/ 2003 $21,450 $ 751 $ 3,356 n/a $ 134,157 2004 $42,000 $4,970 $22,871 n/a $1,129,573 U.S. Government/2/ 2003 $32,500 $1,138 $ 3,356 n/a $ 34,544 2004 $50,000 $5,250 $22,871 n/a $1,229,853
50
All Fees for Non-Audit Services All Other Fees Provided to the for Services Fund, Alliance Audit Provided to and Service Name of Fund Audit Fees Related Fees Tax Fees Fund Affiliates* ------------ ---------- ------------ -------- -------------- --------------- U.S. Large Cap/4/ 2003 06/30 2004 n/a n/a n/a n/a n/a 09/30 $39,000 $6,936 $14,900 n/a $ 785,883 2004 $25,500 $1,020 $ 8,600 n/a $ 33,042 Balanced Shares 2003 $24,000 $1,348 $13,300 n/a $ 118,570 2004 $40,000 $3,175 $18,400 n/a $ 771,777 Value 2003 $24,000 $2,217 $10,370 n/a $ 660,988 2004 $27,000 $5,145 $20,135 n/a $ 1,163,380 Small/Mid Cap Value 2003 $24,000 $2,215 $10,370 n/a $ 660,985 2004 $27,000 $5,145 $14,135 n/a $ 1,157,380 International Value 2003 $32,000 $2,495 $27,445 n/a $ 678,340 2004 $35,000 $5,625 $25,355 n/a $ 1,169,081 Global Value 2003 $20,000 $2,050 $10,691 n/a $ 661,141 2004 $27,000 $2,345 $16,955 n/a $ 1,157,401 Small Cap Growth/6/ 2003 $36,125 $6,000 $12,753 n/a $ 672,268 2004 $38,000 $6,038 $13,635 n/a $ 857,274 Emerging Market/7/ 2003 $33,150 $1,604 $ 0 n/a $ 388,604 2004 $54,000 $6,423 $30,804 n/a $ 1,138,959 Exchange Reserves 2003 $24,500 $3,180 $ 4,038 n/a $ 756,777 2004 $27,000 $2,114 $ 4,500 n/a $ 799,882 Focused Growth & Income 2003 $35,000 $1,302 $11,466 n/a $ 664,433 2004 $38,000 $4,130 $19,335 n/a $ 1,161,565 Greater China 2003 $25,125 $9,933 $11,100 n/a $ 708,448 2004 $24,000 $7,721 $13,479 n/a $ 858,801 Global Health Care 2003 $35,000 $7,250 $16,000 n/a $1,190,923/8/ 2004 $39,000 $6,215 $16,050 n/a $1,104,557/9/ Growth & Income 2003 $35,000 $9,279 $14,031 n/a $ 716,590 2004 $39,000 $3,135 $18,000 n/a $ 781,203 Global Research Growth 2003 $ 8,000 $7,250 $16,500 n/a $1,191,423/8/ 2004 $30,000 $4,655 $13,845 n/a $1,100,792/9/ Global Strategic Income 2003 $52,000 $9,047 $14,814 n/a $ 772,826 2004 $55,000 $3,325 $23,038 n/a $ 1,128,095 Global Technology/10/ 2003 $51,000 $9,200 $14,925 n/a $ 578,040 2004 $50,000 $8,558 $15,528 n/a $ 861,687 High Yield/11/ 2003 $32,500 $1,138 $ 0 n/a $ 1,138 2004 $52,000 $9,173 $30,003 n/a $ 1,240,908
51
All Fees for Non-Audit Services All Other Fees Provided to the for Services Fund, Alliance Audit Provided to and Service Name of Fund Audit Fees Related Fees Tax Fees Fund Affiliates* ------------ ---------- ------------ -------- -------------- --------------- Real Estate Institutional 2003 $27,000 $ 2,372 $12,173 n/a $ 763,510 2004 $30,000 $ 2,603 $24,003 n/a $ 1,128,338 Premier Growth 2003 $24,000 $ 2,267 $11,465 n/a $ 762,697 2004 $28,000 $ 2,603 $17,370 n/a $ 1,121,705 International Growth 2003 $49,000 $ 9,620 $27,355 n/a $1,204,648/8/ 2004 $54,000 $11,255 $15,500 n/a $1,109,047/9/ International Research Growth/10/ 2003 $41,600 $ 5,859 $17,000 n/a $ 546,579 2004 $42,000 $ 750 $14,793 n/a $ 742,617 Large Cap Growth/10/ 2003 $37,600 $ 2,800 $14,063 n/a $ 540,583 2004 $39,000 $ 1,708 $14,400 n/a $ 743,182 Mid-Cap Growth/10/ 2003 $37,600 $ 5,053 $15,238 n/a $ 544,011 2004 $39,000 $ 1,560 $14,790 n/a $ 743,424 AMIF - 2003 $26,500 $ 2,317 $19,124 n/a $ 770,406 California Portfolio 2004 $28,500 $ 2,398 $30,702 n/a $ 1,134,832 AMIF - 2003 $26,500 $ 2,278 $ 7,771 n/a $ 759,014 Insured California Portfolio 2004 $28,500 $ 2,398 $11,193 n/a $ 1,115,323 AMIF - 2003 $26,500 $ 2,298 $12,511 n/a $ 763,774 National Portfolio 2004 $28,500 $ 2,398 $19,621 n/a $ 1,123,751 AMIF - 2003 $26,500 $ 2,277 $ 7,838 n/a $ 759,080 Insured National Portfolio 2004 $28,500 $ 2,398 $11,442 n/a $ 1,115,572 AMIF - 2003 $26,500 $ 2,295 $11,871 n/a $ 763,131 New York Portfolio 2004 $28,500 $ 2,398 $19,009 n/a $ 1,123,139 AMIF II - 2003 $19,500 $ 2,916 $11,222 n/a $ 663,103 Arizona Portfolio 2004 $21,500 $ 2,153 $14,175 n/a $ 1,218,060 AMIF II - 2003 $19,500 $ 2,917 $12,215 n/a $ 664,097 Florida Portfolio 2004 $21,500 $ 2,153 $14,175 n/a $ 1,218,060 AMIF II - 2003 $19,500 $ 2,908 $ 9,988 n/a $ 661,861 Massachusetts Portfolio 2004 $21,500 $ 2,153 $14,175 n/a $ 1,218,060 AMIF II - 2003 $19,500 $ 2,914 $ 9,846 n/a $ 661,725 Michigan Portfolio 2004 $21,500 $ 2,153 $14,175 n/a $ 1,218,060 AMIF II - 2003 $19,500 $ 2,908 $ 8,205 n/a $ 660,075 Minnesota Portfolio 2004 $21,500 $ 2,153 $14,175 n/a $ 1,218,060 AMIF II - 2003 $19,500 $ 2,896 $11,966 n/a $ 663,827 New Jersey Portfolio 2004 $21,500 $ 2,153 $14,175 n/a $ 1,218,060 AMIF II - 2003 $19,500 $ 2,914 $10,573 n/a $ 662,452 Ohio Portfolio 2004 $21,500 $ 2,153 $14,175 n/a $ 1,218,060
52
All Fees for Non-Audit Services All Other Fees Provided to the for Services Fund, Alliance Audit Provided to and Service Name of Fund Audit Fees Related Fees Tax Fees Fund Affiliates* ------------ ---------- ------------ -------- -------------- --------------- AMIF II - 2003 $19,500 $2,914 $10,762 n/a $ 662,641 Pennsylvania Portfolio 2004 $21,500 $2,153 $14,175 n/a $1,218,060 AMIF II - 2003 $19,500 $2,914 $10,377 n/a $ 662,256 Virginia Portfolio 2004 $21,500 $2,153 $14,175 n/a $1,218,060 Multi-Market Strategy 2003 $52,000 $6,047 $14,814 n/a $ 769,826 2004 $54,000 $3,290 $23,038 n/a $1,128,060 Real Estate 2003 $45,000 $2,527 $16,022 n/a $ 670,214 2004 $48,000 $3,080 $15,531 n/a $1,156,711 Utility Income 2003 $35,000 $3,346 $24,608 n/a $ 725,494 2004 $39,000 $1,560 $16,900 n/a $ 763,562 Growth/12/ 2003 $38,600 $5,760 $14,224 n/a $1,425,746 2004 $39,000 $3,060 $14,900 n/a $ 745,034 Wealth Preservation/13/ 2003 n/a n/a n/a n/a n/a 2004 $38,000 $3,420 $14,900 n/a $ 748,388 Tax-Managed Wealth 2003 $24,000 $1,253 $ 9,000 n/a $ 179,635 Preservation/14/ 2004 $38,000 $2,920 $22,500 n/a $ 755,488 Balanced Wealth/13/ 2003 n/a n/a n/a n/a n/a 2004 $38,000 $3,420 $14,900 n/a $ 748,388 Tax-Managed Balanced 2003 $22,800 $1,193 $ 9,000 n/a $ 179,575 Wealth/14/ 2004 $38,000 $2,616 $26,000 n/a $ 758,684 Wealth Appreciation/13/ 2003 n/a n/a n/a n/a n/a 2004 $36,000 $3,340 $14,900 n/a $ 748,308 Tax-Managed Wealth 2003 n/a n/a n/a n/a n/a Appreciation/13/ 2004 $36,000 $2,840 $14,900 n/a $ 747,808
- -------- See footnotes following Table 2. Beginning with audit and non-audit service contracts entered into on or after May 6, 2003, the Funds' Audit Committee policies and procedures require the pre-approval of all audit and non-audit services provided to a Fund by the Fund's independent registered public accounting firm. A Fund's Audit Committee policies and procedures also require pre-approval of all audit and non-audit services provided to Alliance and Service Affiliates to the extent that these services are directly related to the operations or financial reporting of the Fund. All of the amounts for Audit Fees, Audit-Related Fees and Tax Fees in Table 1 are for services pre-approved by the Audit Committee. The amounts of the Fees for Non-Audit Services provided to the Fund, Alliance and Service Affiliates in Table 1 for each Fund that were subject to pre-approval by the Audit Committee for 2003 and 2004 are presented below in Table 2 (includes conducting an annual internal control report pursuant to Statement on Accounting Standards No. 70). The Audit Committee of each Fund has considered whether the provision of any non-audit services not pre-approved by the Audit Committee provided by the Fund's independent registered public accounting firm to Alliance and Service Affiliates is compatible with maintaining the independent registered public accounting firm's independence. 53 TABLE 2
Fees for Non-Audit Services Provided to the Fund, Alliance and Service Affiliates Subject to Pre-Approval by Portion Comprised Portion Comprised Audit Committee of Audit Related Fees of Tax Fees ------------------------------------- --------------------- ----------------- Americas Government 2003 $206,697 $194,855 $11,842 Income/1/ 2004 $278,094 $253,290 $24,804 Corporate Bond/2/ 2003 $ 4,493 $ 1,024 $ 3,469 2004 $280,209 $255,145 $25,064 Quality Bond/3/ 2003 $104,107 $100,751 $ 3,356 2004 $177,841 $154,970 $22,871 U.S. Government/2/ 2003 $ 4,494 $ 1,138 $ 3,256 2004 $278,121 $255,250 $22,871 U.S. Large Cap/4/ 2003 06/30 2004 n/a n/a n/a 09/30 $ 21,836 $ 6,936 $14,900 2004 $ 9,620 $ 1,020 $ 8,600 Balanced Shares/5/ 2003 $ 14,648 $ 1,348 $13,300 2004 $ 21,575 $ 3,175 $18,400 Value 2003 $299,587 $289,217 $10,370 2004 $175,280 $155,145 $20,135 Small/Mid Cap Value 2003 $299,585 $289,215 $10,370 2004 $169,280 $155,145 $14,135 International Value 2003 $316,940 $289,495 $27,445 2004 $180,980 $155,625 $25,355 Global Value 2003 $299,741 $289,050 $10,691 2004 $169,300 $152,345 $16,955 Small Cap Growth/6/ 2003 $302,653 $289,900 $12,753 2004 $266,420 $252,785 $13,635 Emerging Market/7/ 2003 $388,604 $388,604 $ 0 2004 $187,227 $156,423 $30,804 Exchange Reserves 2003 $749,559 $ 3,180 $ 4,038 2004 $793,268 $ 2,114 $ 4,500 Focused Growth & Income 2003 $299,768 $288,302 $11,466 2004 $173,465 $154,130 $19,335 Greater China 2003 $304,933 $293,833 $11,100 2004 $267,945 $254,466 $13,479 Global Health Care 2003 n/a n/a n/a 2004 $269,010 $252,960 $16,050 Growth & Income 2003 $ 23,310 $ 9,279 $14,031 2004 $ 21,135 $ 3,135 $18,000
54
Fees for Non-Audit Services Provided to the Fund, Alliance and Service Affiliates Subject to Pre-Approval by Portion Comprised Portion Comprised Audit Committee of Audit Related Fees of Tax Fees ------------------------------------- --------------------- ----------------- Global Research Growth 2003 n/a n/a n/a 2004 $265,245/9/ $251,400/9/ $13,845 Global Strategic Income 2003 $ 410,861 $ 396,047 $14,814 2004 $ 176,363 $ 153,325 $23,038 Global Technology/10/ 2003 $ 208,025 $ 193,100 $14,925 2004 $ 270,831 $ 255,303 $15,528 High Yield/11/ 2003 $ 1,138 $ 1,138 $ 0 2004 $ 289,176 $ 259,173 $30,003 Real Estate Institutional 2003 $ 401,545 $ 389,372 $12,173 2004 $ 176,606 $ 152,603 $24,003 Premier Growth 2003 $ 400,732 $ 389,267 $11,465 2004 $ 169,973 $ 152,603 $17,370 International Growth 2003 n/a n/a n/a 2004 $273,500/9/ $258,000/9/ $15,500 International Research 2003 $ 5,859 $ 17,000 $22,859 Growth/10/ 2004 $ 750 $ 14,793 $15,543 Large Cap Growth/10/ 2003 $ 16,863 $ 2,800 $14,063 2004 $ 16,108 $ 1,708 $14,400 Mid-Cap Growth/10/ 2003 $ 20,291 $ 5,053 $15,238 2004 $ 16,350 $ 1,560 $14,790 AMIF - 2003 $ 408,441 $ 389,317 $19,124 California Portfolio 2004 $ 183,100 $ 152,398 $30,702 AMIF - 2003 $ 397,049 $ 389,278 $ 7,771 Insured California Portfolio 2004 $ 163,591 $ 152,398 $11,193 AMIF - 2003 $ 401,809 $ 389,298 $12,511 National Portfolio 2004 $ 172,019 $ 152,398 $19,621 AMIF - 2003 $ 397,115 $ 389,277 $ 7,838 Insured National Portfolio 2004 $ 163,840 $ 152,398 $11,442 AMIF - 2003 $ 401,166 $ 389,295 $11,871 New York Portfolio 2004 $ 171,407 $ 152,398 $19,009 AMIF II - 2003 $ 301,138 $ 289,916 $11,222 Arizona Portfolio 2004 $ 266,328 $ 252,153 $14,175 AMIF II - 2003 $ 302,132 $ 289,917 $12,215 Florida Portfolio 2004 $ 266,328 $ 252,153 $14,175 AMIF II - 2003 $ 299,896 $ 289,908 $ 9,988 Massachusetts Portfolio 2004 $ 266,328 $ 252,153 $14,175 AMIF II - 2003 $ 299,760 $ 289,914 $ 9,846 Michigan Portfolio 2004 $ 266,328 $ 252,153 $14,175
55
Fees for Non-Audit Services Provided to the Fund, Alliance and Service Affiliates Subject to Pre-Approval by Portion Comprised Portion Comprised Audit Committee of Audit Related Fees of Tax Fees ------------------------------------- --------------------- ----------------- AMIF II - 2003 $298,113 $289,908 $ 8,205 Minnesota Portfolio 2004 $266,328 $252,153 $14,175 AMIF II - 2003 $301,862 $289,896 $11,966 New Jersey Portfolio 2004 $266,328 $252,153 $14,175 AMIF II - 2003 $263,487 $252,914 $10,573 Ohio Portfolio 2004 $266,328 $252,153 $14,175 AMIF II - 2003 $300,676 $289,914 $10,762 Pennsylvania Portfolio 2004 $266,328 $252,153 $14,175 AMIF II - 2003 $300,291 $289,914 $10,377 Virginia Portfolio 2004 $266,328 $252,153 $14,175 Multi-Market Strategy 2003 $407,861 $393,047 $14,814 2004 $176,328 $153,290 $23,038 Real Estate 2003 $305,549 $289,527 $16,022 2004 $168,611 $153,080 $15,531 Utility Income 2003 $ 27,954 $ 3,346 $24,608 2004 $ 18,460 $ 1,560 $16,900 Growth/12/ 2003 $ 19,984 $ 5,760 $14,224 2004 $ 17,960 $ 3,060 $14,900 Wealth Preservation/13/ 2003 n/a n/a n/a 2004 $ 18,320 $ 3,420 $14,900 Tax-Managed Wealth 2003 $ 10,253 $ 1,253 $ 9,000 Preservation/14/ 2004 $ 25,420 $ 2,920 $22,500 Balanced Wealth/13/ 2003 n/a n/a n/a 2004 $ 18,320 $ 3,420 $14,900 Tax-Managed Balanced 2003 $ 10,193 $ 1,193 $ 9,000 Wealth/14/ 2004 $ 28,616 $ 2,616 $26,000 Wealth Appreciation/13/ 2003 n/a n/a n/a 2004 $ 18,240 $ 3,340 $14,900 Tax-Managed Wealth 2003 n/a n/a n/a Appreciation/13/ 2004 $ 17,740 $ 2,840 $14,900
- -------- * The fees vary because they are presented based on each Fund's last two fiscal years and reflect fees for non-audit services for different periods. /1/ 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. /2 /During the course of calendar year 2003, the Portfolio changed its fiscal year end from June 30 to September 30. Fees for 2003 are for the period July 1, 2003 through September 30, 2003. /3 /During the course of calendar year 2003, the Fund changed its fiscal year end from June 30 to October 31. Fees for 2003 are for the period July 1, 2003 through October 31, 2003. 56 /4 /During the course of calendar year 2004, the Fund changed its fiscal year end from June 30 to September 30. Fees for September 30, 2004 are for the period July 1, 2004 through September 30, 2004. /5 /During the course of calendar year 2003, the Fund changed its fiscal year-end from July 31 to November 30. Fees for 2003 are for the period August 1, 2003 through November 30, 2003. /6 /The fiscal year 2003 was comprised of only ten calendar months due to a change in fiscal year end from September 30 to July 31. /7 /During the course of calendar year 2003, the Fund changed its fiscal year from August 31 to October 31. Fees for 2003 are for the period September 1, 2003 through October 31, 2003. /8 /Includes SAS 70 fees and professional services fees for multiple class testing of $3,100 and $1,350, respectively, for the year ended 2003, which were paid to Ernst & Young. /9 /Includes SAS 70 fees and professional services fees for multiple class testing of $3,255 and $1,400, respectively, for the year ended 2004, which were paid to Ernst & Young. /10 /The fiscal year 2003 was comprised of only eight calendar months due to a change in fiscal year end from November 30 to July 31. /11 /During the course of calendar year 2003, the Fund changed its fiscal year end from August 31 to September 30. Fees for 2003 are for the period September 1, 2003 through September 30, 2003. /12 /The fiscal year 2003 was comprised of only nine calendar months due to a change in fiscal year end from October 31 to July 31. /13 /The Fund commenced operations on September 2, 2003. /14 /During the course of calendar year 2003, the Fund changed its fiscal year end from April 30 to August 31. Fees for 2003 are for the period May 1, 2003 through August 31, 2003. 57 Part IV - Proxy Voting and Stockholder Meetings All properly executed and timely received proxies will be voted in accordance with the instructions marked thereon or otherwise provided therein. Accordingly, unless instructions to the contrary are marked, proxies will be voted (i) for the election of each of the nominees as a Director for a Fund (Proposal One), (ii) to approve the amendment and restatement of each Fund's charter (Proposal Two), (iii) for the amendment, elimination, or reclassification of certain of a Fund's fundamental investment restrictions (Proposal Three (3.A. - 3.Z.1.)), (iv) for the reclassification of a Fund's investment objective as non-fundamental (Proposal Four (4.A.)), and for reclassification as non-fundamental and changes to certain of the Funds' investment objectives (Proposal Four (4.B.)). Any stockholder may revoke his or her proxy at any time prior to its exercise by giving written notice to the Secretary of a Fund at 1345 Avenue of the Americas, New York, New York 10105, by signing and submitting another proxy of a later date, or by personally voting at the Meeting. Properly executed proxies may be returned with instructions to abstain from voting or to withhold authority to vote (an "abstention") or represent a broker "non-vote" (which is a proxy from a broker or nominee indicating that the broker or nominee has not received instructions from the beneficial owner or other person entitled to vote shares on a particular matter with respect to which the broker or nominee does not have discretionary power to vote). For each Fund, the approval of Proposal One requires the affirmative vote of a plurality of the votes cast. The approval of Proposal Two requires the affirmative vote of a majority of the votes entitled to be cast for each of Americas Government Income, Balanced Shares, ABSS, ABF, ACF, Emerging Market, Focused Growth & Income, Global Research Growth, Global Strategic Income, Global Technology, Greater China, Growth & Income, Global Health Care, High Yield, AIF, International Growth, International Research Growth, Large Cap Growth, Mid-Cap Growth, Multi-Market Strategy, AMIF, Real Estate, and Utility Income. The approval of Proposals Three and Four requires a 1940 Act Majority or the affirmative vote of the holders of a "majority of the outstanding voting securities," of a Fund, as defined in the 1940 Act, which means the lesser of (i) 67% or more of the voting securities of the Fund present or represented by proxy, if the holders of more than 50% of the Fund's outstanding voting securities are present or represented by proxy, or (ii) more than 50% of the outstanding voting securities of the Fund. Abstentions and broker non-votes, if any, will be considered present for purposes of determining the existence of a quorum. Abstentions and broker non-votes, if any, not being votes cast, will have no effect on the outcome of Proposal One. With respect to Proposal Two, Proposal Three, and Proposal Four, an abstention or broker non-vote, if any, will be considered present for purposes of determining the existence of a quorum but will have the effect of a vote against those Proposals. If any matter other than the Proposals properly comes before the Meeting, the shares represented by proxies will be voted on all such other Proposals in the discretion of the person or persons voting the proxies. The Funds have not received notice of, and are not otherwise aware of, any other matter to be presented at the Meeting. With respect to each of Americas Government Income, ABSS, ABF, Emerging Market, Focused Growth & Income, Global Research Growth, Global Strategic Income, Greater China, Global Health Care, High Yield, AIF, International Growth, International Research Growth, Large Cap Growth, Multi-Market Strategy, AMIF, Real Estate, and Utility Income, a quorum for the Meeting will consist of the presence in person or by proxy of the holders of one-third of a Fund's shares entitled to vote at the Meeting. With respect to Balanced Shares, ACF, Exchange Reserves, Growth & Income, Global Technology, Mid-Cap Growth, and AMIF II, a quorum for the Meeting will consist of the presence in person or by proxy of the holders of a majority of a Fund's shares issued and outstanding and entitled to vote at the Meeting. With respect to ABT, a quorum for the Meeting will consist of the presence in person or by proxy of the holders of 40% of the Fund's shares entitled to vote at the Meeting. With respect to TAP, a quorum for the Meeting will consist of the presence in person or by proxy of the holders of 30% of the Fund's shares entitled to vote at the Meeting. Whether or not a quorum is present at the Meeting for any Fund, if sufficient votes in favor of the position recommended by the Boards on any Proposal described in the Proxy Statement are not timely received, the persons named as proxies may, but are under no obligation to, with no other notice than announcement at the Meeting, propose and vote for one or more adjournments of the Meeting for up to 120 days after the Record Date to permit further solicitation of proxies. The Meeting may be adjourned with respect to fewer than all the Proposals in the Proxy Statement and a stockholder vote may be taken on any one or more of the Proposals prior to any adjournment if sufficient votes have been received for 58 approval thereof. Shares represented by proxies indicating a vote contrary to the position recommended by a majority of the applicable Board on a Proposal will be voted against adjournment as to that Proposal. The Meeting is scheduled as a joint meeting of the stockholders of the Funds because the stockholders of all the Funds are to consider and vote on the election of the same Directors. Stockholders of each Fund will vote separately on each Proposal for their Fund and on any other business that may properly come before the Meeting for that Fund. An unfavorable vote by the stockholders of one Fund will not affect the vote on any Proposal or any other matter by the stockholders of another Fund. Alliance has engaged Computershare Fund Services, Inc., 280 Oser Avenue, Hauppauge, N.Y. 11788, to assist in soliciting proxies for the Meeting. It is estimated that Computershare will receive a fee of $3.9 million for its services, to be paid by the Funds plus reimbursement of out-of-pocket expenses. Part V - Other Information Officers of the Funds Certain information concerning the Funds' officers is set forth below. The Funds' officers are elected by the respective Board and serve for a term of one year and until his or her successor is duly elected and qualifies. The earliest date for which an officer was elected to serve in that capacity is presented below.
Name, Address and Position(s) Date of Birth (Month and Year Elected) Principal Occupation during the past 5 years - ----------------- ------------------------ -------------------------------------------- Marc O. Mayer President and Chief Executive See biography on page 13. 10/2/57 Officer, All Funds 11/03 Philip L. Kirstein Senior Vice President and Senior Vice President and Independent 5/29/45 Independent Compliance Compliance Officer of the AllianceBernstein Officer, Funds, with which he has been associated since All Funds October 2004. Prior thereto, he was Of Counsel to 10/04 Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to 2000 until March 2003. Mark D. Gersten Treasurer and Senior Vice President of Alliance Global Investor 10/4/50 Chief Financial Officer, Services, Inc. ("AGIS"),** and a Vice President of All Funds AllianceBernstein Investment Research and 10/85 Management, Inc.,** with which he has been associated since prior to 2000. Thomas R. Manley Controller, Vice President of ACMC,** with which he has 8/3/51 Exchange Reserves been associated since prior to 2000. AMIF AMIF II 4/99
59
Name, Address and Position(s) Date of Birth (Month and Year Elected) Principal Occupation during the past 5 years - ----------------- ------------------------ -------------------------------------------- Vincent S. Noto Controller, Vice President of AGIS,** with which he has been 12/14/64 for all Funds except Exchange associated since prior to 2000. Reserves, AMIF and AMIF II 4/94 Mark R. Manley Secretary Senior Vice President, Deputy General Counsel 10/23/62 All Funds and Chief Compliance Officer of ACMC,** with 11/03 which he has been associated since prior to 2000.
- -------- * The address for the Funds' officers is 1345 Avenue of the Americas, New York, New York 10105. ** An affiliate of each of the Funds. STOCK OWNERSHIP Information regarding person(s) who owned of record or were known by a Fund to beneficially own 5% or more of a Fund's share (or class of shares, if applicable) on August 4, 2005 is provided in Appendix E. INFORMATION AS TO THE INVESTMENT ADVISER AND DISTRIBUTOR OF THE FUNDS Each Fund's investment adviser is Alliance Capital Management L.P., 1345 Avenue of the Americas, New York, New York 10105. The investment adviser also provides certain administrative services to the Funds. Each Fund's distributor is AllianceBernstein Investment Research and Management, Inc., 1345 Avenue of the Americas, New York, New York 10105. SUBMISSION OF PROPOSALS FOR NEXT MEETING OF STOCKHOLDERS The Funds do not hold stockholder meetings annually. Any stockholder who wishes to submit a Proposal to be considered at a Fund's next meeting of stockholders should send the Proposal to the Fund so as to be received within a reasonable time before the Board makes the solicitation relating to such meeting (or in accordance with any advance notice in the Bylaws then in effect), in order to be included in the Fund's proxy statement and form of proxy card relating to such meeting. OTHER MATTERS Management of each Fund does not know of any matters properly to be presented at the Meeting other than those mentioned in this Proxy Statement. If any other matters properly come before the Meeting, the shares represented by proxies will be voted with respect thereto in the discretion of the person or persons voting the proxies. 60 REPORTS TO STOCKHOLDERS Each Fund will furnish each person to whom this Proxy Statement is delivered with a copy of its latest annual report to stockholders and its subsequent semi-annual report to stockholders, if any, upon request and without charge. To request a copy, please call AllianceBernstein Investment Research and Management at (800) 227-4618 or write to Dennis Bowden at Alliance Capital Management L.P., 1345 Avenue of the Americas, New York, New York 10105. By Order of the Boards of Directors, Mark R. Manley Secretary September 6, 2005 New York, New York 61 APPENDIX A OUTSTANDING VOTING SHARES A list of the outstanding voting shares for each of the Funds as of the close of business on the Record Date is presented below. Each share is entitled to cast one vote at the Meeting. Maryland Corporations Fund Name Number of Outstanding Shares --------- ---------------------------- Americas Government Income 206,685,019 Balanced Shares 106,142,647 ABSS 13,152,841 ABF 191,987,818 ACF 17,652,785 Emerging Market 41,543,181 Focused Growth & Income 31,175,867 Global Health Care 14,358,526 Global Research Growth 4,530,093 Global Strategic Income 11,765,607 Global Technology 40,669,689 Greater China 3,893,523 Growth & Income 1,534,446,735 High Yield 52,664,757 International Growth 32,699,633 International Research Growth 23,244,468 AIF 59,387,529 Large Cap Growth 202,542,726 Mid-Cap Growth 127,909,416 Multi-Market Strategy 30,543,439 AMIF 194,600,856,268 Real Estate 65,285,427 Utility Income 13,761,198 Massachusetts Business Trusts ABT 251,660,973,467 Exchange Reserves 493,572,044 AMIF II 140,458,174,738 TAP 124,836,115,684
A-1 APPENDIX B ADDITIONAL INFORMATION REGARDING DIRECTORS Ownership in the Funds The dollar range of the Funds' securities owned by each Director and the aggregate dollar range of securities owned in the AllianceBernstein Fund Complex are set forth below.
Aggregate Dollar Range of Equity Securities in the Funds in the Dollar Range of Equity Securities in a Fund AllianceBernstein Fund Complex as of August 12, 2005 as of August 12, 2005 ----------------------------------------------- ------------------------------ Ruth Block Americas Government Income: Over $100,000 Over $100,000 ABSS: None ABF: Over $100,000 Balanced Shares: None ABT: $ 10,001-$50,000 ACF: $ 10,001-$50,000 Emerging Market: None Exchange Reserves: None Focused Growth & Income: $ 10,001-$50,000 Greater China: None Global Health Care: None Growth & Income: None Global Research Growth: None Global Strategic Income: Over $100,000 Global Technology: $50,001-$100,000 High Yield: None International Growth: $ 10,001-$50,000 International Research Growth: None AIF: None Large Cap Growth: $50,001-$100,000 Mid-Cap Growth: Over $100,000 AMIF: None AMIF II: None Multi-Market Strategy: None Real Estate: None Utility Income: None TAP: Over $100,000 David H. Dievler Americas Government Income: $ 10,001-$50,000 Over $100,000 ABSS: None ABF: Over $100,000 Balanced Shares: None ABT: $50,001-$100,000 ACF: $ 10,001-$50,000 Emerging Market: None Exchange Reserves: $ 10,001-$50,000 Focused Growth & Income: None Greater China: None Global Health Care: Over $100,000
B-1
Aggregate Dollar Range of Equity Securities in the Funds in the Dollar Range of Equity Securities in a Fund AllianceBernstein Fund Complex as of August 12, 2005 as of August 12, 2005 ----------------------------------------------- ------------------------------ Growth & Income: Over $100,000 Global Research Growth: None Global Strategic Income: Over $100,000 Global Technology: $ 10,001-$50,000 High Yield: None International Growth: Over $100,000 International Research Growth: None AIF: None Large Cap Growth: $50,001-$100,000 Mid-Cap Growth: Over $100,000 AMIF: $50,001-$100,000 AMIF II: Over $100,000 Multi-Market Strategy: None Real Estate: None Utility Income: None TAP: None John H. Dobkin Americas Government Income: None Over $100,000 ABSS: None ABF: None Balanced Shares: None ABT: Over $100,000 ACF: $ 10,001-$50,000 Emerging Market: None Exchange Reserves: $ 10,001-$50,000 Focused Growth & Income: None Greater China: None Global Health Care: $50,001-$100,000 Growth & Income: Over $100,000 Global Research Growth: None Global Strategic Income: None Global Technology: $ 10,001-$50,000 High Yield: None International Growth: $ 10,001-$50,000 International Research Growth: None AIF: None Large Cap Growth: Over $100,000 Mid-Cap Growth: None AMIF: None AMIF II: None Multi-Market Strategy: None Real Estate: None Utility Income: None TAP: Over $100,000 Michael J. Downey Americas Government Income: None Over $100,000 ABSS: $ 10,001-$50,000 ABF: None
B-2
Aggregate Dollar Range of Equity Securities in the Funds in the Dollar Range of Equity Securities in a Fund AllianceBernstein Fund Complex as of August 12, 2005 as of August 12, 2005 ---------------------------------------------- ------------------------------ Balanced Shares: None ABT: $10,001-$50,000 ACF: None Emerging Market: None Exchange Reserves: None Focused Growth & Income: None Greater China: None Global Health Care: None Growth & Income: None Global Research Growth: None Global Strategic Income: None Global Technology: None High Yield: $10,001-$50,000 International Growth: None International Research Growth: None AIF: None Large Cap Growth: None Mid-Cap Growth: $10,001-$50,000 AMIF: None AMIF II: None Multi-Market Strategy: None Real Estate: None Utility Income: None TAP: None William H. Foulk, Jr. Americas Government Income: None Over $100,000 ABSS: None ABF: None Balanced Shares: None ABT: None ACF: $10,001-$50,000 Emerging Market: None Exchange Reserves: None Focused Growth & Income: None Greater China: None Global Health Care: None Growth & Income: None Global Research Growth: None Global Strategic Income: None Global Technology: $10,001-$50,000 High Yield: None International Growth: $10,001-$50,000 International Research Growth: None AIF: None Large Cap Growth: $10,001-$50,000 Mid-Cap Growth: $10,001-$50,000 AMIF: None AMIF II: None
B-3
Aggregate Dollar Range of Equity Securities in the Funds in the Dollar Range of Equity Securities in a Fund AllianceBernstein Fund Complex as of August 12, 2005 as of August 12, 2005 ----------------------------------------------- ------------------------------ Multi-Market Strategy: None Real Estate: None Utility Income: None TAP: $1-$10,000 D. James Guzy Americas Government Income: None $10,001-$50,000 ABSS: None ABF: None Balanced Shares: None ABT: None ACF: None Emerging Market: None Exchange Reserves: None Focused Growth & Income: None Greater China: None Global Health Care: None Growth & Income: None Global Research Growth: None Global Strategic Income: None Global Technology: $10,001-$50,000 High Yield: None International Growth: None International Research Growth: None AIF: None Large Cap Growth: None Mid-Cap Growth: None AMIF: None AMIF II: None Multi-Market Strategy: None Real Estate: None Utility Income: None TAP: None Marc O. Mayer Americas Government Income: None Over $100,000 ABSS: None ABF: $10,001-$50,000 Balanced Shares: $10,001-$50,000 ABT: Over $100,000* ACF: None Emerging Market: $1-$10,000 Exchange Reserves: None Focused Growth & Income: None Greater China: None Global Health Care: $1-$10,000 Growth & Income: $50,001-$100,000 Global Research Growth: None Global Strategic Income: $1-$10,000 Global Technology: None
B-4
Aggregate Dollar Range of Equity Securities in the Funds in the Dollar Range of Equity Securities in a Fund AllianceBernstein Fund Complex as of August 12, 2005 as of August 12, 2005 ----------------------------------------------- ------------------------------ High Yield: $ 1-$10,000 International Growth: None International Research Growth: None AIF: Over $100,000* Large Cap Growth: None Mid-Cap Growth: Over $100,000* AMIF: None AMIF II: None Multi-Market Strategy: None Real Estate: None Utility Income: None TAP: Over $100,000 Marshall C. Turner, Jr. Americas Government Income: None Over $100,000 ABSS: None ABF: None Balanced Shares: None ABT: $50,001-$100,000 ACF: None Emerging Market: None Exchange Reserves: None Focused Growth & Income: None Greater China: None Global Health Care: None Growth & Income: None Global Research Growth: None Global Strategic Income: None Global Technology: $50,001-$100,000 High Yield: None International Growth: None International Research Growth: None AIF: None Large Cap Growth: None Mid-Cap Growth: None AMIF: None AMIF II: None Multi-Market Strategy: None Real Estate: None Utility Income: None TAP: $ 10,001-$50,000
- -------- * Includes unvested ownership amounts through Alliance Deferred Compensation Plan. Compensation From the Funds The aggregate compensation paid by a Fund to the Directors during the Fund's respective fiscal year ended in either 2004 or 2005, the aggregate compensation paid to the Directors during calendar year 2004 by all of the investment companies in the AllianceBernstein Fund Complex, and the total number of investment companies in the AllianceBernstein Fund Complex as to which the Directors are a director or trustee and the number of B-5 investment portfolios as to which the Directors are directors or trustees, are set forth below. Neither the Funds nor any other investment company in the AllianceBernstein Fund Complex provides compensation in the form of pension or retirement benefits to any of its Directors.
Number of Number of Investment Investment Companies in the Portfolios within Compensation AllianceBernstein the AllianceBernstein from the Fund Complex, Fund Complex, AllianceBernstein including the including the Fund Complex, Funds, as to which Funds, as to which Compensation from a Fund during including the the Director is a the Director is a Name of Director its Fiscal Year ended in 2004 or 2005 Funds, during 2004 Director or Trustee Director or Trustee - ---------------- ------------------------------------- ------------------ ------------------- --------------------- Ruth Block $ 2,200 Americas Government Income $223,200 39 105 $ 2,200 ABSS $ 2,201 Corporate Bond $ 2,943 Quality Bond $ 2,201 U.S. Government $ 2,776 Balanced Shares $11,102 ABT $ 4,117 ACF $ 2,943 Emerging Market $ 2,200 Exchange Reserves $ 2,776 Focused Growth & Income $ 3,556 Global Health Care $ 2,943 Growth & Income $ 761 Global Research Growth $ 2,943 Global Strategic Income $ 2,200 High Yield $ 2,943 AIF $ 3,556 International Growth $ 2,862 International Research Growth $ 3,237 Large Cap Growth $ 2,986 Mid-Cap Growth $ 2,945 AMIF $ 2,202 AMIF II $ 2,943 Multi-Market Strategy $ 2,776 Real Estate $ 2,776 Utility Income $17,274 TAP - all Funds except Growth $ 2,986 Growth David H. Dievler $ 2,179 Americas Government Income $268,250 41 107 $ 2,179 ABSS $ 2,180 Corporate Bond $ 2,922 Quality Bond $2, 180 U.S. Government $ 2,755 Balanced Shares $11,018 ABT $ 4,102 ACF $ 2,922 Emerging Market
B-6
Number of Number of Investment Investment Companies in the Portfolios within Compensation AllianceBernstein the AllianceBernstein from the Fund Complex, Fund Complex, AllianceBernstein including the including the Fund Complex, Funds, as to which Funds, as to which Compensation from a Fund during including the the Director is a the Director is a Name of Director its Fiscal Year ended in 2004 or 2005 Funds, during 2004 Director or Trustee Director or Trustee - ---------------- ------------------------------------- ------------------ ------------------- --------------------- $ 2,179 Exchange Reserves $ 2,755 Focused Growth & Income $ 2,474 Greater China $ 3,545 Global Health Care $ 2,922 Growth & Income $ 761 Global Research Growth $ 2,922 Global Strategic Income $24,428 Global Technology $ 2,179 High Yield $ 2,922 AIF $ 3,545 International Growth $ 2,847 International Research Growth $ 3,222 Large Cap Growth $ 5,734 Mid-Cap Growth $ 2,924 AMIF $ 2,171 AMIF II $ 2,922 Multi-Market Strategy $ 2,755 Real Estate $ 2,755 Utility Income $17,180 TAP - all Funds except Growth $ 2,971 Growth John H. Dobkin $ 2,187 Americas Government Income $252,900 39 105 $ 2,187 ABSS $ 2,188 Corporate Bond $ 2,930 Quality Bond $ 2,188 U.S. Government $ 2,763 Balanced Shares $11,050 ABT $ 4,107 ACF $ 2,930 Emerging Market $ 2,187 Exchange Reserves $ 2,763 Focused Growth & Income $ 3,549 Global Health Care $ 2,930 Growth & Income $ 761 Global Research Growth $ 2,930 Global Strategic Income $ 0 Global Technology $ 2,187 High Yield $ 2,930 AIF $ 3,549 International Growth $ 2,852 International Research Growth
B-7
Number of Number of Investment Investment Companies in the Portfolios within Compensation AllianceBernstein the AllianceBernstein from the Fund Complex, Fund Complex, AllianceBernstein including the including the Fund Complex, Funds, as to which Funds, as to which Compensation from a Fund during including the the Director is a the Director is a Name of Director its Fiscal Year ended in 2004 or 2005 Funds, during 2004 Director or Trustee Director or Trustee - ---------------- ------------------------------------- ------------------ ------------------- --------------------- $ 3,102 Large Cap Growth $ 5,614 Mid-Cap Growth $ 2,931 AMIF $ 2,184 AMIF II $ 2,930 Multi-Market Strategy $ 2,763 Real Estate $ 2,763 Utility Income $17,213 TAP - all Funds except Growth $ 2,852 Growth Michael J. Downey $ 0 Americas Government Income $ 0 36 80 $ 0 ABSS $ 0 ABF $ 0 Balanced Shares $ 0 ABT $ 0 ACF $ 0 Emerging Market $ 0 Exchange Reserves $ 0 Focused Growth & Income $ 0 Global Health Care $ 0 Growth & Income $ 0 Global Research Growth $ 0 Global Strategic Income $ 0 High Yield $ 0 AIF $ 0 International Growth $ 0 International Research Growth $ 0 Large Cap Growth $ 0 AMIF $ 0 AMIF II $ 0 Real Estate $ 0 Utility Income William H. $ 3,483 Americas Government Foulk, Jr. Income $465,250 42 108 $ 3,482 ABSS $ 3,483 Corporate Bond $ 4,514 Quality Bond $ 3,483 U.S. Government $ 4,346 Balanced Shares $17,385 ABT $ 5,406 ACF $ 4,514 Emerging Market
B-8
Number of Number of Investment Investment Companies in the Portfolios within Compensation AllianceBernstein the AllianceBernstein from the Fund Complex, Fund Complex, AllianceBernstein including the including the Fund Complex, Funds, as to which Funds, as to which Compensation from a Fund during including the the Director is a the Director is a Name of Director its Fiscal Year ended in 2004 or 2005 Funds, during 2004 Director or Trustee Director or Trustee - ---------------- ------------------------------------- ------------------ ------------------- --------------------- $ 3,483 Exchange Reserves $ 4,346 Focused Growth & Income $ 3,779 Greater China $ 4,849 Global Health Care $ 4,514 Growth & Income $ 761 Global Research Growth $ 4,514 Global Strategic Income $25,733 Global Technology $ 3,483 High Yield $ 4,514 AIF $ 4,849 International Growth $ 4,151 International Research Growth $ 4,526 Large Cap Growth $ 4,275 Mid-Cap Growth $ 4,519 AMIF $ 3,483 AMIF II $ 4,514 Multi-Market Strategy $ 4,346 Real Estate $ 4,346 Utility Income $24,999 TAP all Funds except Growth $ 4,276 Growth D. James Guzy $27,350 Global Technology $25,350 1 1 Marc O. Mayer $ 0 $ 0 37 82 Marshall C. Turner, Jr. $27,850 Global Technology $25,350 1 1
B-9 APPENDIX C GOVERNANCE AND NOMINATING COMMITTEE CHARTER FOR REGISTERED INVESTMENT COMPANIES IN THE ALLIANCE COMPLEX (EACH, A "COMPANY") The Board of Directors/Trustees (the "Board") of the Company, has adopted this Charter to govern the activities of the Governance and Nominating Committee (the "Committee") of the Board. This Charter supersedes the Nominating Committee Charter previously adopted by the Board. Statement of Purposes and Responsibilities The purpose of the Committee is to assist the Board in carrying out its responsibilities with respect to governance of the Company and the selection, nomination, evaluation and compensation of members of the Board in accordance with applicable laws, regulations, stock exchange requirements and industry best practices. The primary responsibilities of the Committee are: . to monitor and evaluate industry and legal developments affecting corporate governance and recommend from time to time appropriate policies and procedures for adoption by the Board; . to monitor, evaluate and make recommendations to the Board with respect to the structure, size and functioning of the Board and its committees; . to identify, consider and recommend to the Board for nomination and re-nomination individuals who are qualified to become and continue as members of the Board or its committees, and to propose qualifications, policies and procedures relating thereto, including modifications to those set forth in the Company's Bylaws, resolutions of the Board and this Charter; . to assist the Board in establishing standards and policies for continuing Board membership and procedures for the evaluation of the performance of the Board and its committees; . to review and make recommendations to the Board regarding compensation of Board and committee members and staffing for Board and committee chairmen; and . review and recommend to the Board appropriate insurance coverage. Organization and Operation The Committee shall be composed of as many members as the Board shall determine in accordance with the Company's Bylaws, but in any event not less than two. The Committee must consist entirely of Board members who are not "interested persons" of the Company ("Independent Directors"), as defined in Section 2(a)(19) of the Investment Company Act of 1940 (the "1940 Act"). The Board may remove or replace any member of the Committee at any time in its sole discretion. One or more members of the Committee may be designated by the Board as the Committee's chairman or co-chairman, as the case may be. Committee meetings shall be held in accordance with the Company's Bylaws as and when the Committee or the Board determines necessary or appropriate. Except as may be otherwise set forth in the Company's Bylaws or the Board may otherwise provide, the chairman, a co-chairman or any two members of the Committee may set the time and place of its meeting. The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to subcommittees of the Committee, which may consist of one or more members. The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate and approve the fees and other retention terms of special counsel or other experts or consultants, as it deems appropriate, without seeking approval of the Board or management. C-1 Governance and Evaluation The Committee will assist the Board in vetting the independence of Board members and the financial expertise of Audit Committee members. It will review and make recommendations to the Board from time to time on corporate governance matters, such as: . size of the Board and desired qualifications and expertise of Board members; . appropriate Board committees, their size and membership; . scheduling, agendas and minuting of Board and committee meetings; . adequacy and timeliness of information provided to the Board and committees; . expectations of Board members, including attendance at meetings, continuing education and ownership of shares of the Company; . periodic evaluations of Board and committee performance; and . retirement, rotation and re-nomination policies for Board and committee members. Nominations for Board Membership The Committee will identify, evaluate and recommend to the Board candidates for membership on the Board in accordance with policies and procedures of the Company in effect from time to time. The Committee may, but is not required to, retain a third party search firm at the Company's expense to identify potential candidates. Qualifications for Nominees to the Board The Committee may take into account a wide variety of factors in considering candidates for membership on the Board, including (but not limited to): (i) the candidate's knowledge in matters relating to the investment company industry; (ii) any experience possessed by the candidate as a director/trustee or senior officer of other public companies; (iii) the candidate's educational background; (iv) the candidate's reputation for high ethical standards and personal and professional integrity; (v) any specific financial, technical or other expertise possessed by the candidate, and the extent to which such expertise would complement the Board's existing mix of skills and qualifications; (vi) the candidate's perceived ability to contribute to the on-going functions of the Board, including the candidate's ability and commitment to attend meetings regularly, work collaboratively with other members of the Board and carry out his or her duties in the best interests of the Company; (vii) the candidate's ability to qualify as an Independent Director for purposes of the 1940 Act and any other standards of independence that may be relevant to the Company; and (viii) such other factors as the Committee determines to be relevant in light of the existing composition of the Board and any anticipated vacancies or other factors. It is the Board's policy that Board members normally may not serve in a similar capacity on the board of a registered investment company that is not sponsored by the Company's investment adviser or its affiliates. Identification of Nominees In identifying potential nominees for the Board, the Committee may consider candidates recommended by one or more of the following sources: (i) the Company's current Board members, (ii) the Company's officers, (iii) the Company's investment adviser(s), (iv) the Company's shareholders (see below) and (v) any other source the Committee deems to be appropriate. The Committee will not consider self-nominated candidates. Consideration of Candidates Recommended by Shareholders The Committee will consider and evaluate nominee candidates properly submitted by shareholders on the same basis as it considers and evaluates candidates recommended by other sources. Appendix A to this Charter, as it may be amended from time to time by the Committee, sets forth qualifications and procedures that must be C-2 met or followed by shareholders to properly submit a nominee candidate to the Committee (recommendations not properly submitted will not be considered by the Committee). Compensation and Insurance The Committee shall evaluate periodically, and make recommendations to the Board with respect to, the level and structure of the compensation of Board members (including compensation for serving on committees of the Board or as chairman or co-chairman of the Board or a committee) and the appropriateness and level of staffing for the Chairman of the Board and committee chairmen. The Committee shall consider, to the extent reasonably available, industry practices for compensation of members and chairmen of boards and committees and in providing staff to such chairmen. The Committee shall also evaluate periodically and make recommendations to the Board with respect to the adequacy and appropriateness of insurance coverage and premiums. C-3 Appendix A Procedures for the Committee's Consideration of Candidates Submitted by Shareholders (Amended and restated as of February 8, 2005) A candidate for nomination as a Board member submitted by a shareholder will not be deemed to be properly submitted to the Committee for the Committee's consideration unless the following qualifications have been met and procedures followed: 1. A shareholder or group of shareholders (referred to in either case as a "Nominating Shareholder") that, individually or as a group, has beneficially owned at least 5% of the Company's common stock or shares of beneficial interest for at least two years prior to the date the Nominating Shareholder submits a candidate for nomination as a Board member may submit one candidate to the Committee for consideration at an annual meeting of shareholders. 2. The Nominating Shareholder must submit any such recommendation (a "Shareholder Recommendation") in writing to the Company, to the attention of the Secretary, at the address of the principal executive offices of the Company. 3. The Shareholder Recommendation must be delivered to or mailed and received at the principal executive offices of the Company not less than 120 calendar days before the date of the Company's proxy statement released to shareholders in connection with the previous year's annual meeting. If an annual meeting of shareholders was not held in the previous year, the Shareholder Recommendation must be so delivered or mailed and received within a reasonable amount of time before the Company begins to print and mail its proxy materials. Public notice of such upcoming annual meeting of shareholders may be given in a shareholder report or other mailing to shareholders or by any other means deemed by the Committee or the Board to be reasonably calculated to inform shareholders. 4. The Shareholder Recommendation must include: (i) a statement in writing setting forth (A) the name, date of birth, business address and residence address of the person recommended by the Nominating Shareholder (the "candidate"); (B) any position or business relationship of the candidate, currently and within the preceding five years, with the Nominating Shareholder or an Associated Person of the Nominating Shareholder; (C) the class or series and number of all shares of the Company owned of record or beneficially by the candidate, as reported to such Nominating Shareholder by the candidate; (D) any other information regarding the candidate that is required to be disclosed about a nominee in a proxy statement or other filing required to be made in connection with the solicitation of proxies for election of members of the Board pursuant to Section 20 of the 1940 Act and the rules and regulations promulgated thereunder; (E) whether the Nominating Shareholder believes that the candidate is or will be an "interested person" of the Company (as defined in the 1940 Act) and, if believed not to be an "interested person," information regarding the candidate that will be sufficient for the Company to make such determination; and (F) information as to the candidate's knowledge of the investment company industry, experience as a director/trustee or senior officer of public companies, memberships on the boards of other registered investment companies and educational background; (ii) the written and signed consent of the candidate to be named as a nominee and to serve as a member of the Board if elected; (iii) the written and signed agreement of the candidate to complete a directors'/trustees' and officers' questionnaire if elected; (iv) the Nominating Shareholder's name as it appears on the Company's books and consent to be named as such by the Company; (v) the class or series and number of all shares of the Company owned beneficially and of record by the Nominating Shareholder and any Associated Person of the Nominating Shareholder and the dates on which such shares were acquired, specifying the number of shares owned beneficially but not of record by each and identifying the nominee holders for the Nominating Shareholder and each such Associated Person of the Nominating Shareholder; and (vi) a description of all arrangements or understandings between the Nominating C-4 Shareholder, the candidate and/or any other person or persons (including their names) pursuant to which the recommendation is being made by the Nominating Shareholder. "Associated Person of the Nominating Shareholder" as used in this paragraph 4 means any person required to be identified pursuant to clause (vi) and any other person controlling, controlled by or under common control with, directly or indirectly, the Nominating Shareholder or any person required to be identified pursuant to clause (vi). 5. The Committee may require the Nominating Shareholder to furnish such other information as it may reasonably require or deem necessary to verify any information furnished pursuant to paragraph 4 above or to determine the qualifications and eligibility of the candidate proposed by the Nominating Shareholder to serve on the Board. If the Nominating Shareholder fails to provide such other information in writing within seven days of receipt of written request from the Committee, the recommendation of such candidate as a nominee will be deemed not properly submitted and will not be considered by the Committee. C-5 APPENDIX D FORM OF ARTICLES OF AMENDMENT AND RESTATEMENT [ ] FORM OF ARTICLES OF AMENDMENT AND RESTATEMENT 1. [ ], a Maryland corporation (the "Corporation"), desires to amend and restate its charter as currently in effect and as hereinafter amended. 2. The following provisions are all the provisions of the charter currently in effect and as hereinafter amended: FIRST: (1) The name of the incorporator is [ ]. (2) The incorporator's post office address is [ ]. (3) The incorporator is over eighteen years of age. (4) The incorporator is forming the corporation named in these Articles of Incorporation under the general laws of the State of Maryland. SECOND: The name of the corporation (hereinafter called the "Corporation") is [ ] THIRD: (1) The purposes for which the Corporation is formed are to conduct, operate and carry on the business of an investment company. (2) The Corporation may engage in any other business and shall have all powers conferred upon or permitted to corporations by the Maryland General Corporation Law. FOURTH: The post office address of the principal office of the Corporation within the State of Maryland is 300 East Lombard Street, Baltimore, Maryland 21202 in care of The Corporation Trust Incorporated. The resident agent of the Corporation in the State of Maryland is The Corporation Trust Incorporated, 300 East Lombard Street, Baltimore, Maryland 21202, a Maryland corporation. FIFTH: (1) The Corporation is authorized to issue [ ] ([ ]) shares, all of which shall be Common Stock, $[ ] par value per share (the "Common Stock"), and having an aggregate par value of [ ] dollars ($[ ]), classified and designated as follows: Class [ ] Class [ ] Class [ ] Class [ ] Name of Series Common Stock Common Stock Common Stock Common Stock -------------- ------------ ------------ ------------ ------------ [Portfolio] and any other portfolio hereafter established are each referred to herein as a "Series." The Class [ ] Common Stock of a Series, the Class [ ] Common Stock of a Series, the Class [ ] Common Stock of a Series, the Class [ ] Common Stock of a Series and any Class of a Series hereafter established are each referred herein as a "Class." If shares of one Series or Class of stock are classified or reclassified into shares of another Series or Class of stock pursuant to this Article FIFTH, paragraph (2), the number of authorized shares of the former Series or Class shall be automatically decreased and the number of shares of the latter Series or Class shall be automatically increased, in each case by the number of shares so classified or reclassified, so that the aggregate number of shares of stock of all Series and Classes that the Corporation has authority to issue shall not be more than the total number of shares of stock set forth in the first sentence of this Article FIFTH, paragraph (1). (2) The Board of Directors may classify any unissued shares of Common Stock from time to time in one or more Series or Classes of stock. The Board of Directors may reclassify any previously classified but unissued shares of any Series or Class of stock from time to time in one or more Series or Class of stock. D-1 Prior to issuance of classified or reclassified shares of any Series or Class, the Board of Directors by resolution shall: (a) designate that Series or Class to distinguish it from all other Series or Classes of stock of the Corporation; (b) specify the number of shares to be included in the Series or Class; (c) set or change, subject to the express terms of any Series or Class of stock of the Corporation outstanding at the time, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms and conditions of redemption for each Series or Class; and (d) cause the Corporation to file articles supplementary with the State Department of Assessments and Taxation of Maryland ("SDAT"). Any of the terms of any Series or Class of stock set or changed pursuant to clause (c) of this paragraph (2) may be made dependent upon facts or events ascertainable outside the charter of the Corporation (the "Charter"), including determinations by the Board of Directors or other facts or events within the control of the Corporation, and may vary among holders thereof, provided that the manner in which such facts, events or variations shall operate upon the terms of such Series or Class of stock is clearly and expressly set forth in the articles supplementary or other charter document filed with the SDAT. (3) As more fully set forth hereafter, the assets and liabilities and the income and expenses of each Series or Class of the Corporation's stock shall be determined separately from those of each other Series or Class of the Corporation's stock and, accordingly, the net asset value, the dividends and distributions payable to holders, and the amounts distributable in the event of liquidation or dissolution of the Corporation to holders of shares of the Corporation's stock may vary from Series to Series or Class to Class. In the event that there are any assets, income, earnings, profits or proceeds which are not readily identifiable as belonging to any particular series (collectively, "General Assets"), such General Assets shall be allocated by or under the direction of the Board of Directors to and among one or more Series and Classes in such a manner and on such basis as the Board of Directors in its sole discretion shall determine. (4) Except as otherwise provided herein, all consideration received by the Corporation for the issuance or sale of shares of a Series or Class of the Corporation's stock, together with all funds derived from any investment and reinvestment thereof and any General Assets allocated to such Series or Class, shall irrevocably belong to that Series or Class for all purposes, subject only to any automatic conversion of one Series or Class of stock into another, as hereinafter provided for, and to the rights of creditors of such Series or Class, and shall be so recorded upon the books of account of the Corporation, and are herein referred to as "assets belonging to" such Series or Class. (5) The assets belonging to each Series or Class shall be charged with the debts, liabilities, obligations and expenses incurred or contracted for or otherwise existing with respect to such Series or Class and with such Series' or Class' share of the general liabilities of the Corporation, in the latter case in the proportion that the net asset value of such Series or Class bears to the net asset value of all Series and Classes or as otherwise determined by the Board of Directors in accordance with applicable law. The determination of the Board of Directors shall be conclusive as to the allocation of debts, liabilities, obligations and expenses, including accrued expenses and reserves, to a Series or Class. The debts, liabilities, obligations and expenses incurred or contracted for or otherwise existing with respect to a Series or Class are enforceable with respect to that Series or Class only and not against the assets of the Corporation generally or any other Series or Class of stock of the Corporation. (6) The assets attributable to the Classes of a Series shall be invested in the same investment portfolio of the Corporation, and notwithstanding the foregoing provisions of paragraphs (4) and (5) of this Article FIFTH, the allocation of investment income and realized and unrealized capital gains and losses and expenses and liabilities of the Corporation and of any Series among the Classes of Common Stock of each Series shall be determined by the Board of Directors in a manner that is consistent with the Investment Company Act of 1940, the rules and regulations thereunder, and the interpretations thereof, in each case as from time to time amended, modified or superseded (the "Investment Company Act"). The determination of the Board of Directors shall be conclusive as to the allocation of investment income and realized and unrealized capital gains and losses, expenses and liabilities, including accrued expenses and reserves, and assets to one or more particular Series or Classes. (7) Shares of each Class of stock shall be entitled to such dividends or distributions, in cash, property or additional shares of stock or the same or another Series or Class, as may be authorized from time to D-2 time by the Board of Directors (by resolution adopted from time to time, or pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Board of Directors may determine, after providing that such dividend or distribution shall not violate Section 2-311 of the Maryland General Corporation Law) and declared by the Corporation with respect to such Class. The nature of in-kind property distributions may vary among the holders of a Class or Series, provided that the amount of the distribution per share, as determined by the Board of Directors, shall be equivalent for all holders of such Class or Series. Specifically, and without limiting the generality of the foregoing, the dividends and distributions of investment income and capital gains with respect to the different Series and with respect to the Class may vary with respect to each such Series and Class to reflect differing allocations of the expenses of the Corporation and the Series among the holders of such Classes and any resultant differences between the net asset values per share of such Classes, to such extent and for such purposes as the Board of Directors may deem appropriate. The Board of Directors may determine that dividends may be payable only with respect to those shares of stock that have been held of record continuously by the stockholder for a specified period prior to the record date of the date of the distribution. (8) Except as provided below, on each matter submitted to a vote of the stockholders, each holder of stock shall be entitled to one vote (1) for each share standing in such stockholder's name on the books of the Corporation or (2) if approved by the Board of Directors and pursuant to the issuance of an exemptive order from the Securities and Exchange Commission, for each dollar of net asset value per share of a Class or Series, as applicable. Subject to any applicable requirements of the Investment Company Act, or other applicable law, all holders of shares of stock shall vote as a single class except with respect to any matter which the Board of Directors shall have determined affects only one or more (but less than all) Series or Classes of stock, in which case only the holders of shares of the Series or Classes affected shall be entitled to vote. Without limiting the generality of the foregoing, and subject to any applicable requirements of the Investment Company Act, or other applicable law, the holders of each of the Classes of each Series shall have, respectively, with respect to any matter submitted to a vote of stockholders (i) exclusive voting rights with respect to any such matter that only affects the Series or Class of Common Stock of which they are holders, including, without limitation, the provisions of any distribution plan adopted by the Corporation pursuant to Rule 12b-1 under the Investment Company Act (a "Plan") with respect to the Class of which they are holders and (ii) no voting rights with respect to the provisions of any Plan that affects one or more of such other Classes of Common Stock, but not the Class of which they are holders, or with respect to any other matter that does not affect the Class of Common Stock of which they are holders. (9) In the event of the liquidation or dissolution of the Corporation, stockholders of each Class of the Corporation's stock shall be entitled to receive, as a Class, out of the assets of the Corporation available for distribution to stockholders, but other than General Assets not attributable to any particular Class of stock, the assets attributable to the Class less the liabilities allocated to that Class; and the assets so distributable to the stockholders of any Class of stock shall be distributed among such stockholders in proportion to the number of shares of the Class held by them and recorded on the books of the Corporation. In the event that there are any General Assets not attributable to any particular Class of stock, and such assets are available for distribution, the distribution shall be made to the holders of all Classes of a Series in proportion to the net asset value of the respective Classes or as otherwise determined by the Board of Directors. (10)(a) Each holder of stock may require the Corporation to redeem all or any shares of the stock owned by that holder, upon request to the Corporation or its designated agent, at the net asset value of the shares of stock next determined following receipt of the request in a form approved by the Corporation and accompanied by surrender of the certificate or certificates for the shares, if any, less the amount of any applicable redemption charge, deferred sales charge, redemption fee or other amount imposed by the Board of Directors (to the extent consistent with applicable law). The Board of Directors may establish procedures for redemption of stock. (b) The proceeds of the redemption of a share (including a fractional share) of any Class of capital stock of the Corporation shall be reduced by the amount of any contingent deferred sales charge, redemption fee or other amount payable on such redemption pursuant to the terms of issuance of such share. D-3 (c) Subject to the requirements of the Investment Company Act, the Board of Directors may cause the Corporation to redeem at net asset value all or any proportion of the outstanding shares of any Series or Class from a holder (1) upon such conditions with respect to the maintenance of stockholder accounts of a minimum amount as may from time to time be established by the Board of Directors in its sole discretion or (2) upon such conditions established by the Board of Directors in its sole discretion, for any other purpose, including, without limitation, a reorganization pursuant to the Investment Company Act. (d) Payment by the Corporation for shares of stock of the Corporation surrendered to it for redemption shall be made by the Corporation within seven days of such surrender out of the funds legally available therefor, provided that the Corporation may suspend the right of the stockholders to redeem shares of stock and may postpone the right of those holders to receive payment for any shares when permitted or required to do so by applicable statutes or regulations. Payment of the aggregate price of shares surrendered for redemption may be made in cash or, at the option of the Corporation, wholly or partly in such portfolio securities of the Corporation as the Corporation shall select. (e) Subject to the following sentence, shares of stock of any Series and Class of the Corporation which have been redeemed or otherwise acquired by the Corporation shall constitute authorized but unissued shares of stock of such Series and Class. In connection with a liquidation or reorganization of any Series or Class in which all of the outstanding shares of such Series or Class are redeemed by the Corporation, upon any such redemption all such shares and all authorized but unissued shares of the applicable Series or Class shall automatically be returned to the status of authorized but unissued shares of Common Stock, without further designation as to Series or Class. (11) At such times as may be determined by the Board of Directors (or with the authorization of the Board of Directors, by the officers of the Corporation) in accordance with the Investment Company Act and applicable rules and regulations of the National Association of Securities Dealers, Inc. and from time to time reflected in the registration statement of the Corporation (the "Corporation's Registration Statement"), shares of a particular Series or Class of stock of the Corporation or certain shares of a particular Class of stock of any Series of the Corporation may be automatically converted into shares of another Class of stock of such Series of the Corporation based on the relative net asset values of such Classes at the time of conversion, subject, however, to any conditions of conversion that may be imposed by the Board of Directors (or with the authorization of the Board of Directors, by the officers of the Corporation) and reflected in the Corporation's Registration Statement. The terms and conditions of such conversion may vary within and among the Classes to the extent determined by the Board of Directors (or with the authorization of the Board of Directors, by the officers of the Corporation) and set forth in the Corporation's Registration Statement. (12) Pursuant to Article SEVENTH, paragraph (1)(d), upon a determination of the Board of Directors that the net asset value per share of a Class shall remain constant, the Corporation shall be entitled to declare and pay and/or credit as dividends daily the net income (which may include or give effect to realized and unrealized gains and losses, as determined in accordance with the Corporation's accounting and portfolio valuation policies) of the Corporation attributable to the assets attributable to that Class. If the amount so determined for any day is negative, the Corporation shall be entitled, without the payment of monetary compensation but in consideration of the interest of the Corporation and its stockholders in maintaining a constant net asset value per share of that Class, to redeem pro rata from all the holders of record of shares of that class at the time of such redemption (in proportion to their respective holdings thereof) sufficient outstanding shares of that Class, or fractions thereof, as shall permit the net asset value per share of that Class to remain constant. (13) The Corporation may issue shares of stock in fractional denominations to the same extent as its whole shares, and shares in fractional denominations shall be shares of stock having proportionately to the respective fractions represented thereby all the rights of whole shares, including, without limitation, the right to vote, the right to receive dividends and distributions, and the right to participate upon liquidation of the Corporation, but excluding any right to receive a stock certificate representing fractional shares. (14) No stockholder shall be entitled to any preemptive right other than as the Board of Directors may establish. D-4 (15) The rights of all stockholders and the terms of all stock are subject to the provisions of the Charter and the Bylaws. SIXTH: The number of directors of the Corporation shall be [______]. The number of directors of the Corporation may be changed pursuant to the Bylaws of the Corporation. The names of the individuals who shall serve as directors of the Corporation until the next annual meeting of stockholders and until their successors are duly elected and qualify are: [____________________] SEVENTH: The following provisions are inserted for the purpose of defining, limiting and regulating the powers of the Corporation and of the Board of Directors and stockholders. (1) In addition to its other powers explicitly or implicitly granted under the Charter, by law or otherwise, the Board of Directors of the Corporation: (a) has the exclusive power to make, alter, amend or repeal the Bylaws of the Corporation; (b) subject to applicable law, may from time to time determine whether, to what extent, at what times and places, and under what conditions and regulations the accounts and books of the Corporation, or any of them, shall be open to the inspection of the stockholders, and no stockholder shall have any right to inspect any account, book or document of the Corporation except as conferred by statute or as authorized by the Board of Directors of the Corporation; (c) is empowered to authorize, without stockholder approval, the issuance and sale from time to time of shares of stock of any Series or Class of the Corporation whether now or hereafter authorized and securities convertible into shares of stock of the Corporation of any Series or Class, whether now or hereafter authorized, for such consideration as the Board of Directors may deem advisable; (d) is authorized to adopt procedures for determination of and to maintain constant the net asset value of shares of any Class or Series of the Corporation's stock. (2) Notwithstanding any provision of the Maryland General Corporation Law requiring a greater proportion than a majority of the votes entitled to be cast by holders of shares of all Series or Classes, or any Series or Class, of the Corporation's stock in order to take or authorize any action, any such action may be taken or authorized upon the concurrence of holders of shares entitled to cast a majority of the aggregate number of votes entitled to be cast thereon, subject to any applicable requirements of the Investment Company Act. (3) The presence in person or by proxy of the holders of shares entitled to cast one-third of the votes entitled to be cast (without regard to Series or Class) shall constitute a quorum at any meeting of the stockholders, except with respect to any matter which, under applicable statutes, regulatory requirements or the Charter, requires approval by a separate vote of one or more Series or Classes of stock, in which case the presence in person or by proxy of the holders of shares entitled to cast one-third of the votes entitled to be cast by holders of shares of each Series or Class entitled to vote as a Series or Class on the matter shall constitute a quorum. (4) Any determination made in good faith by or pursuant to the direction of the Board of Directors, as to the amount of the assets, debts, obligations, or liabilities of the Corporation, as to the amount of any reserves or charges set up and the propriety thereof, as to the time of or purpose for creating such reserves or charges, as to the use, alteration or cancellation of any reserves or charges (whether or not any debt, obligation, or liability for which such reserves or charges shall have been created shall be then or thereafter required to be paid or discharged), as to the value of or the method of valuing any investment owned or held by the Corporation, as to market value or fair value of any investment or fair value of any other asset of the Corporation, as to the allocation of any asset of the Corporation to a particular Class or Classes of the Corporation's stock, as to the charging of any liability of the Corporation to a particular Class or Classes of the Corporation's stock, as to the number of shares of the Corporation outstanding, as to the estimated expense to the Corporation in connection with purchases of its shares, as to the ability to liquidate investments in orderly fashion, or as to any other matters relating to the issue, sale, redemption or other acquisition or disposition of investments or shares of the Corpo- D-5 ration, shall be final and conclusive and shall be binding upon the Corporation and all holders of its shares, past, present and future, and shares of the Corporation are issued and sold on the condition and understanding that any and all such determinations shall be binding as aforesaid. EIGHTH: (1) To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of directors and officers of a corporation, no present or former director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages. (2) The Corporation shall have the power, to the maximum extent permitted by Maryland law in effect from time to time, to obligate itself to indemnify, and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to, (a) any individual who is a present or former director or officer of the Corporation or (b) any individual who, while a director or officer of the Corporation and at the request of the Corporation, serves or has served as a director, officer, partner or trustee of another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or any other enterprise from and against any claim or liability to which such person may become subject or which such person may incur by reason of his status as a present or former director or officer of the Corporation. The Corporation shall have the power, with the approval of the Board of Directors, to provide such indemnification and advancement of expenses to a person who served a predecessor of the Corporation in any of the capacities described in (a) or (b) above and to any employee or agent of the Corporation or a predecessor of the Corporation. (3) The provisions of this Article EIGHTH shall be subject to the limitations of the Investment Company Act. (4) Neither the amendment nor repeal of this Article EIGHTH, nor the adoption or amendment of any other provision of the Charter or Bylaws inconsistent with this Article EIGHTH, shall apply to or affect in any respect the applicability of the preceding sections of this Article EIGHTH with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption. NINTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in its Charter in the manner now or hereafter prescribed by the laws of the State of Maryland, including any amendment which alters the contract rights, as expressly set forth in the Charter, of any outstanding stock, and all rights conferred upon stockholders herein are granted subject to this reservation. 1. The amendment and restatement of the Charter as hereinabove set forth have been duly advised by the Board of Directors and approved by the stockholders of the Corporation as required by law. 2. The current address of the principal office of the Corporation within the State of Maryland is as set forth in Article FOURTH of the foregoing amendment and restatement of the Charter. 3. The name and address of the Corporation's current resident agent is as set forth in Article FOURTH of the foregoing amendment and restatement of the Charter. 4. The number of directors of the Corporation and the names of those currently in office are as set forth in Article SIXTH of the foregoing amendment and restatement of the Charter. 5. The total number of shares of stock which the Corporation has authority to issue is not changed by the foregoing amendment and restatement of the Charter. The undersigned President acknowledges these Articles of Amendment and Restatement to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned President acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury. D-6 IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment and Restatement to be signed in its name and on its behalf by its President and attested to by its Secretary on this day of , 200 . ATTEST: [ ] By:____________________ (SEAL) - ---------- Secretary President D-7 APPENDIX E STOCK OWNERSHIP The following person(s) owned of record or were known by a Fund to beneficially own 5% or more of the Fund's shares (or class of shares, if applicable) as of August 4, 2005.
Name and Address of Beneficial Owner ------------------------------------ Americas Government Income Class A Citigroup Global Markets House Account ATTN: Cindy Tempesta 333 W. 34th Street, Floor 3 New York, NY 10001-2402 Amount of Ownership 7,483,726 Percentage of Class 6.03% First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 8,476,803 Percentage of Class 6.83% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 10,621,650 Percentage of Class 8.56% MLPF&S For the Sole Benefit of its Customers ATTN: Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 11,178,872 Percentage of Class 9.01% Class B Citigroup Global Markets House Account ATTN: Cindy Tempesta 333 W. 34th Street, Floor 3 New York, NY 10001-2402 Amount of Ownership 2,560,055 Percentage of Class 5.09% MLPF&S For the Sole Benefit of its Customers ATTN: Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 4,357,666 Percentage of Class 8.66%
Name and Address of Beneficial Owner ------------------------------------ First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 4,907,084 Percentage of Class 9.75% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 7,282,889 Percentage of Class 14.47% Class C First Clearing LLC Special Custody Acct for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 1,870,704 Percentage of Class 5.76% Citigroup Global Markets House Account Attn. Cindy Tempesta 333 W. 34th Street Floor 3 New York, NY 10001-2402 Amount of Ownership 1,923,383 Percentage of Class 5.92% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 2,440,160 Percentage of Class 7.51% Dean Witter Reynolds Attn. Mutual Funds Opers 2 Harborside Plaza, 2nd Floor Jersey City, NJ 07311 Amount of Ownership 2,449,279 Percentage of Class 7.54% MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 7,725,439 Percentage of Class 23.77%
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Name and Address of Beneficial Owner ------------------------------------ Balanced Shares Class A Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 3,111,903 Percentage of Class 5.94% Prudential Ret. Ins. & Ann. Co. 280 Trumbull Street Hartford, CT 06103-3509 Amount of Ownership 3,462,244 Percentage of Class 6.61% Charles Schwab & Co. For the Exclusive Benefit of Customers Mutual Fund Operations 101 Montgomery Street San Francisco, CA 94104-4122 Amount of Ownership 1,022,958 Percentage of Class 7.39% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 4,218,690 Percentage of Class 30.48% Class B Citigroup Global Markets House Account ATTN: Cindy Tempesta 333 W. 34th Street, Floor 3 New York, NY 10001-2402 Amount of Ownership 1,989,754 Percentage of Class 5.55% First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 2,964,825 Percentage of Class 8.27% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 4,030,062 Percentage of Class 11.25% MLPF&S For the Sole Benefit of its Customers ATTN: Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 4,130,959 Percentage of Class 11.53%
Name and Address of Beneficial Owner ------------------------------------ Class C Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 848,146 Percentage of Class 7.73% First Clearing LLC Special Custody Acct for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 884,026 Percentage of Class 8.06% Citigroup Global Markets House Account Attn. Cindy Tempesta 333 W. 34th Street Floor 3 New York, NY 10001-2402 Amount of Ownership 958,760 Percentage of Class 8.74% MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 2,559,244 Percentage of Class 23.32% Class R Reliance Trust Company Cust FBO Welker Bearing Co. P.O. Box 48529 Atlanta, GA 30362-1529 Amount of Ownership 11,830 Percentage of Class 14.02% Merrill Lynch Attn: Fund Admin. 4800 Deer Lake Drive E 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 66,076 Percentage of Class 78.31% Class K Alliance Capital Management LP ATTN: Raymond Cardosi 1 North Lexington Ave. White Plains, NY 10601-1712 Amount of Ownership 577 Percentage of Class 99.02% Class I Alliance Capital Management LP ATTN: Raymond Cardosi 1 N. Lexington Ave. White Plains, NY 10601-1712 Amount of Ownership 577 Percentage of Class 99.02%
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Name and Address of Beneficial Owner ------------------------------------ Advisor Class Fragomen Del Rey Bern & Loewry 40 Attn: Denise Flood Personal and Confidential 401K 515 Madison Avenue, Floor 15 New York, NY 10022-5403 Amount of Ownership 348,092 Percentage of Class 5.01% Medical Consultants PC 401K Plan Attn: Ellise Hayden Personal and Confidential 2525 West University Avenue, Suite 300 Muncie, IN 47303-3400 Amount of Ownership 386,800 Percentage of Class 5.57% Trust for Profit Sharing Plan for Employees of Alliance Capital Management L.P. Plan A Attn: Diana Marotta, Floor 31 1345 Avenue of the Americas New York, NY 10105 Amount of Ownership 411,616 Percentage of Class 5.93% Merrill Lynch Pierce Fenner & SM For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr. East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 466,399 Percentage of Class 6.72% Sanford Bernstein & Co LLC 1 North Lexington Avenue White Plains, NY 10601-1712 Amount of Ownership 566,594 Percentage of Class 8.16% U.S. Large Cap Class A Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 638,656 Percentage of Class 14.75% Class B First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glenn Allen, VA 23060-9245 Amount of Ownership 388,870 Percentage of Class 7.47%
Name and Address of Beneficial Owner ------------------------------------ Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 526,936 Percentage of Class 10.12% Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th Street, Floor 3 New York, NY 10001-2402 Amount of Ownership 553,469 Percentage of Class 10.63% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin. 4800 Deer Lake Dr. East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 994,795 Percentage of Class 19.10% Class C Citigroup Global Markets House Account Attn. Cindy Tempesta 333 W. 34th Street Floor 3 New York, NY 10001-2402 Amount of Ownership 215,569 Percentage of Class 7.32% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 262,991 Percentage of Class 8.93% MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 988,382 Percentage of Class 33.57% Class R Alliance Capital Management LP Attn: Raymond Cardosi 1 North Lexington Avenue White Plains, NY 10601-1712 Amount of Ownership 815 Percentage of Class 97.96% Class K Alliance Capital Management LP Attn: Raymond Cardosi 1 North Lexington Avenue White Plains, NY 10601-1712 Amount of Ownership 812 Percentage of Class 99.01%
E-3
Name and Address of Beneficial Owner ------------------------------------ Class I Alliance Capital Management LP ATTN: Raymond Cardosi 1 N. Lexington Ave. White Plains, NY 10601-1712 Amount of Ownership 812 Percentage of Class 99.01% Advisor Class Sanford Bernstein & Co. LLC One North Lexington Avenue White Plains, NY 10601-1712 Amount of Ownership 69,540 Percentage of Class 9.20% Merrill Lynch Attn: Fund Admin. 4800 Deer Lake DR East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 72,981 Percentage of Class 9.65% Alliance Capital Management LP One North Lexington Avenue White Plains, NY 10601 Amount of Ownership 99,700 Percentage of Class 13.19% Sanford Bernstein & Co. LLC One North Lexington Avenue White Plains, NY 10601-1712 Amount of Ownership 108,557 Percentage of Class 14.36% Trust For Profit Sharing Plan for Employees of Alliance Capital Mgmt LP Plan H Attn: Diana Marotta, Floor 31 1345 Avenue of Americas New York, NY 10105 Amount of Ownership 248,127 Percentage of Class 32.82% Corporate Bond Class A First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 2,130,497 Percentage of Class 5.21%
Name and Address of Beneficial Owner ------------------------------------ MLPF&S For the Sole Benefit of its Customers ATTN: Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 2,496,330 Percentage of Class 6.10% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 3,611,911 Percentage of Class 8.83% Class B MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 1,518,899 Percentage of Class 10.52% Pershing LLC PO Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 1,826,929 Percentage of Class 12.65% First Clearing LLC Special Custody Acct for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 1,932,315 Percentage of Class 13.38% Class C First Clearing LLC Special Custody Acct for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 637,601 Percentage of Class 6.80% Citigroup Global Markets House Account Attn. Cindy Tempesta 333 W. 34th Street Floor 3 New York, NY 10001-2402 Amount of Ownership 814,588 Percentage of Class 8.68%
E-4
Name and Address of Beneficial Owner ------------------------------------ Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 1,419,299 Percentage of Class 15.13% MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 2,163,792 Percentage of Class 23.07% Class K Alliance Capital Management LP ATTN: Raymond Cardosi 1 North Lexington Ave. White Plains, NY 10601-1712 Amount of Ownership 801 Percentage of Class 98.18% Class R MG Trust Trustee Prestige Plumbing Inc. 401K Plan 700 17th Street, Ste 300 Denver, CO 80202-3531 Amount of Ownership 241 Percentage of Class 7.09% MG Trust Trustee Apt. Management Associates LL 700 17th Street, Ste 300 Denver, CO 80202-3531 Amount of Ownership 253 Percentage of Class 7.44% MG Trust Trustee Swingvote 401K Retirement Plan 700 17th Street, Ste 300 Denver, CO 80202-3531 Amount of Ownership 285 Percentage of Class 8.39% MG Trust Trustee Lawrence Semiconductor Research Lab 700 17th Street, Ste 300 Denver, CO 80202-3531 Amount of Ownership 463 Percentage of Class 13.65% Alliance Capital Management LP Attn: Raymond Cardosi 1 North Lexington, Avenue White Plains, NY 10601-1712 Amount of Ownership 842 Percentage of Class 24.81%
Name and Address of Beneficial Owner ------------------------------------ MG Trust Trustee Cammeby S. International, Ltd. 700 17th Street, Ste 300 Denver, CO 80202-3531 Amount of Ownership 1,136 Percentage of Class 33.47% Class I Alliance Capital Management LP ATTN: Raymond Cardosi 1 N. Lexington Ave. White Plains, NY 10601-1712 Amount of Ownership 801 Percentage of Class 98.04% Advisor Class Trust for Profit Sharing Plan for Employees of Alliance Capital Management L.P. Plan K ATTN: Diana Marotta, Floor 31 1345 Avenue of the Americas New York, NY 10105 Amount of Ownership 420,358 Percentage of Class 99.45% Quality Bond Class A Union Bank of California Trust Nominee Englewood Surgical Associates PA PSP P.O. Box 85484 San Diego, CA 92186-5484 Amount of Ownership 295,028 Percentage of Class 5.62% MLPF&S For the Sole Benefit of its Customers ATTN: Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 310,473 Percentage of Class 5.91% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 478,540 Percentage of Class 9.12% Class B First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 341,076 Percentage of Class 6.96%
E-5
Name and Address of Beneficial Owner ------------------------------------ MLPF&S For the Sole Benefit of its Customers ATTN: Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 571,575 Percentage of Class 11.67% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 687,575 Percentage of Class 14.04% Class C Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 112,166 Percentage of Class 6.79% MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 849,047 Percentage of Class 51.38% Class R Reliance Trust Co CUST FBO Chemic Laboratories Inc. 401K P.O. Box 48529 Atlanta, GA 30362-1529 Amount of Ownership 294 Percentage of Class 23.18% Alliance Capital Management LP Attn: Raymond Cardosi 1 North Lexington Avenue White Plains, NY 10601-1712 Amount of Ownership 950 Percentage of Class 74.79% Class K Alliance Capital Management LP Attn: Raymond Cardosi 1 North Lexington Avenue White Plains, NY 10601-1712 Amount of Ownership 967 Percentage of Class 99.01%
Name and Address of Beneficial Owner ------------------------------------ Class I Alliance Capital Management LP ATTN: Raymond Cardosi 1 N. Lexington Ave. White Plains, NY 10601-1712 Amount of Ownership 967 Percentage of Class 100% Advisor Class CollegeBound Fund Aggressive Growth Emphasis Age Based Portfolio 1990-1992 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 2,383,433 Percentage of Class 5.37% CollegeBound Fund Aggressive Growth Emphasis Age Based Portfolio 1993-1995 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 2,442,494 Percentage of Class 5.50% CollegeBound Fund Aggressive Growth Emphasis Age Based Portfolio 1996-1998 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 2,477,798 Percentage of Class 5.58% CollegeBound Fund Aggressive Growth Emphasis Age Based Portfolio 1999-2001 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 2,528,559 Percentage of Class 5.69% CollegeBound Fund CBF-Quality Bond Fund Customized Allocation 529 Plan 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 2,842,525 Percentage of Class 6.40% CollegeBound Fund Growth Emphasis Age Based Portfolio 1999-2001 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 3,651,362 Percentage of Class 8.22%
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Name and Address of Beneficial Owner ------------------------------------ CollegeBound Fund Growth Emphasis Age Based Portfolio 1996-1998 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 3,877,788 Percentage of Class 8.73% CollegeBound Fund Growth Emphasis Age Based Portfolio 1993-1995 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 4,162,741 Percentage of Class 9.37% CollegeBound Fund CBF-Balance Portfolio 529 Plan 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 4,271,690 Percentage of Class 9.62% CollegeBound Fund Growth Emphasis Age Based Portfolio 1990-1992 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 4,600,696 Percentage of Class 10.36% CollegeBound Fund Growth Emphasis Age Based Portfolio 1987-1989 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 6,001,738 Percentage of Class 13.51% U.S. Government Class A MLPF&S For the Sole Benefit of its Customers ATTN: Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 6,207,614 Percentage of Class 7.83% Class B Citigroup Global Markets House Account ATTN: Cindy Tempesta 333 W. 34th Street, Floor 3 New York, NY 10001-2402 Amount of Ownership 1,101,605 Percentage of Class 5.10%
Name and Address of Beneficial Owner ------------------------------------ First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 1,269,520 Percentage of Class 5.88% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 2,202,386 Percentage of Class 10.20% MLPF&S For the Sole Benefit of its Customers ATTN: Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 2,565,736 Percentage of Class 11.88% Class C Citigroup Global Markets House Account Attn. Cindy Tempesta 333 W. 34th Street Floor 3 New York, NY 10001-2402 Amount of Ownership 707,160 Percentage of Class 5.65% Ho Chunk Nation Attn: Sharon Taylor P.O. Box 640 Blk River Fls, WI 54615-0640 Amount of Ownership 1,240,925 Percentage of Class 9.92% MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 2,957,368 Percentage of Class 23.64% Class R MG Trust Trustee Shumate Tri-City LLC 700 17th Street, Suite 300 Denver, CO 80202-3531 Amount of Ownership 684 Percentage of Class 20.62%
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Name and Address of Beneficial Owner ------------------------------------ Reliance Trust Co Cust FBO Chemic Laboratories Inc. 401K P.O. Box 48529 Atlanta, GA 30362-1529 Amount of Ownership 1,210 Percentage of Class 36.49% Alliance Capital Management LP Attn Raymond Cardosi 1 North Lexington Avenue White Plains, NY 10601-1712 Amount of Ownership 1,401 Percentage of Class 42.23% Class K Alliance Capital Management LP Attn: Raymond Cardosi 1 North Lexington Avenue White Plains, NY 10601-1712 Amount of Ownership 1,425 Percentage of Class 99.00% Class I Alliance Capital Management LP ATTN: Raymond Cardosi 1 N. Lexington Ave. White Plains, NY 10601-1712 Amount of Ownership 1,425 Percentage of Class 100% Advisor Class CollegeBound Fund Aggressive Growth Emphasis Age Based Portfolio 1990-1992 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 3,183,246 Percentage of Class 5.71% CollegeBound Fund Aggressive Growth Emphasis Age Based Portfolio 1993-1995 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 3,262,238 Percentage of Class 5.85% CollegeBound Fund Aggressive Growth Emphasis Age Based Portfolio 1996-1998 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 3,308,912 Percentage of Class 5.93%
Name and Address of Beneficial Owner ------------------------------------ CollegeBound Fund Aggressive Growth Emphasis Age Based Portfolio 1999-2001 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 3,715,814 Percentage of Class 6.66% CollegeBound Fund Growth Emphasis Age Based Portfolio 1996-1998 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 5,178,244 Percentage of Class 9.28% CollegeBound Fund Growth Emphasis Age Based Portfolio 1999-2001 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 5,365,630 Percentage of Class 9.62% CollegeBound Fund Growth Emphasis Age Based Portfolio 1993-1995 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 5,559,308 Percentage of Class 9.97% CollegeBound Fund CBF-Balanced Portfolio 529 Plan 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 5,705,531 Percentage of Class 10.23% CollegeBound Fund Growth Emphasis Age Based Portfolio 1990-1992 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 6,144,420 Percentage of Class 11.02% CollegeBound Fund Growth Emphasis Age Based Portfolio 1987-1989 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 6,858,958 Percentage of Class 12.30%
E-8
Name and Address of Beneficial Owner ------------------------------------ Small Cap Growth Class A MLPF&S For the Sole Benefit of its Customers ATTN: Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 1,140,444 Percentage of Class 13.10% Class B First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 343,854 Percentage of Class 5.70% Citigroup Global Markets House Account ATTN: Cindy Tempesta 333 W. 34th Street, Floor 3 New York, NY 10001-2402 Amount of Ownership 401,904 Percentage of Class 6.66% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 480,005 Percentage of Class 7.96% MLPF&S For the Sole Benefit of its Customers ATTN: Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 872,209 Percentage of Class 14.46% Class C First Clearing LLC Special Custody Acct For the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 104,875 Percentage of Class 6.46% Citigroup Global Markets House Account Attn. Cindy Tempesta 333 W. 34th Street Floor 3 New York, NY 10001-2402 Amount of Ownership 125,306 Percentage of Class 7.72%
Name and Address of Beneficial Owner ------------------------------------ MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 431,137 Percentage of Class 26.55% Class R Alliance Capital Management LP Attn: Raymond Cardosi 1 North Lexington Avenue White Plains, NY 10601-1712 Amount of Ownership 437 Percentage of Class 99.02% Class K Alliance Capital Management LP Attn: Raymond Cardosi 1 North Lexington Avenue White Plains, NY 10601-1712 Amount of Ownership 437 Percentage of Class 99.02% Class I PIMS/Prudential Retirement As Nominee for the TTEE/CUST PL 007 Alliance Capital Management 1345 Avenue of the Americas, 20th Floor New York, NY 10105 Amount of Ownership 183,431 Percentage of Class 21.96% CollegeBound Fund CBF-Small Cap Growth 529 Plan 500 Plaza Dr. Secaucus, NJ 07094-3619 Amount of Ownership 225,043 Percentage of Class 26.95% Trust for Profit Sharing Plan For Employees of Alliance Capital Management L.P. Plan C ATTN: Diana Marotta, Floor 31 1345 Avenue of the Americas New York, NY 10105 Amount of Ownership 426,223 Percentage of Class 51.04% Advisor Class Citigroup Global Markets 333 W. 34th Street Floor 3 New York, NY 10001-2402 Amount of Ownership 111,558 Percentage of Class 17.78%
E-9
Name and Address of Beneficial Owner ------------------------------------ Merrill Lynch Mutual Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 283,548 Percentage of Class 45.19% Emerging Market Class A First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 1,313,453 Percentage of Class 5.31% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 1,702,296 Percentage of Class 6.88% MLPF&S For the Sole Benefit of its Customers ATTN: Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 1,806,843 Percentage of Class 7.30% Citigroup Global Markets House Account ATTN: Cindy Tempesta 333 W. 34th Street, Floor 3 New York, NY 10001-2402 Amount of Ownership 1,837,210 Percentage of Class 7.42% Class B Dean Witter Reynolds Attn: Mutual Fund Operations 2 Harborside Plaza, 2nd Floor Jersey City, NJ 07311 Amount of Ownership 350,405 Percentage of Class 5.62% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin. 4800 Deer Lake Dr. East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 374,385 Percentage of Class 6.00%
Name and Address of Beneficial Owner ------------------------------------ First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glenn Allen, VA 23060-9245 Amount of Ownership 654,150 Percentage of Class 10.49% Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th Street, Floor 3 New York, NY 10001-2402 Amount of Ownership 660,339 Percentage of Class 10.58% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 858,620 Percentage of Class 13.76% Class C First Clearing LLC Special Custody Acct for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 579,351 Percentage of Class 5.62% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 648,515 Percentage of Class 6.29% Citigroup Global Markets House Account Attn. Cindy Tempesta 333 W. 34th Street Floor 3 New York, NY 10001-2402 Amount of Ownership 1,035,584 Percentage of Class 10.04% Dean Witter Reynolds Attn. Mutual Funds Opers 2 Harborside Plaza, 2nd Floor Jersey City, NJ 07311 Amount of Ownership 1,036,703 Percentage of Class 10.05%
E-10
Name and Address of Beneficial Owner ------------------------------------ MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 2,475,990 Percentage of Class 24.00% Exchange Reserves Class B Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th Street, Floor 3 New York, NY 10001-2402 Amount of Ownership 6,815,779 Percentage of Class 5.76% First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glenn Allen, VA 23060-9245 Amount of Ownership 10,621,973 Percentage of Class 8.97% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 10,960,996 Percentage of Class 9.26% Class C First Clearing LLC Special Custody Acct for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 1,716,964 Percentage of Class 5.80% Citigroup Global Markets House Account Attn. Cindy Tempesta 333 W. 34th Street Floor 3 New York, NY 10001-2402 Amount of Ownership 2,141,690 Percentage of Class 7.24% Class R Community Bank, NA DT FBO Seaview Technologies 401(K) PS Plan 6 Rhoads Dr., Suite 7 Utica, NY 13502-6317 Amount of Ownership 4,647 Percentage of Class 31.51%
Name and Address of Beneficial Owner ------------------------------------ Alliance Capital Management LP Attn: Raymond Cardosi 1 North Lexington Avenue White Plains, NY 10601-1712 Amount of Ownership 10,000 Percentage of Class 67.81% Class K Alliance Capital Management LP Attn: Raymond Cardosi 1 North Lexington Avenue White Plains, NY 10601-1712 Amount of Ownership 10,000 Percentage of Class 99.01% Class I Alliance Capital Management LP ATTN: Raymond Cardosi 1 N. Lexington Ave. White Plains, NY 10601-1712 Amount of Ownership 10,000 Percentage of Class 100% Advisor Class CollegeBound Fund Aggressive Growth Emphasis Age Based Portfolio 1993-1995 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 31,980,629 Percentage of Class 5.29% CollegeBound Fund Growth Emphasis Age Based Portfolio 1984-1986 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 34,188,343 Percentage of Class 5.65% CollegeBound Fund Aggressive Growth Emphasis Age Based Portfolio 1990-1992 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 42,358,389 Percentage of Class 7.00% CollegeBound Fund Aggressive Growth Emphasis Age Based Portfolio 1987-1989 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 42,631,389 Percentage of Class 7.05%
E-11
Name and Address of Beneficial Owner ------------------------------------ CollegeBound Fund Growth Emphasis Age Based Portfolio 1996-1998 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 50,767,864 Percentage of Class 8.39% CollegeBound Fund CBF-Balanced Portfolio 529 Plan 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 55,937,173 Percentage of Class 9.25% CollegeBound Fund Growth Emphasis Age Based Portfolio 1993-1995 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 73,981,649 Percentage of Class 12.23% CollegeBound Fund Growth Emphasis Age Based Portfolio 1987-1989 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 113,143,835 Percentage of Class 18.70% CollegeBound Fund Growth Emphasis Age Based Portfolio 1990-1992 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 124,797,526 Percentage of Class 20.63% Focused Growth & Income Class B First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 745,458 Percentage of Class 5.99% MLPF&S For the Sole Benefit of its Customers ATTN: Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 1,585,475 Percentage of Class 12.74%
Name and Address of Beneficial Owner ------------------------------------ Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 2,455,105 Percentage of Class 19.72% Class C MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 831,668 Percentage of Class 16.70% Pershing LLC PO Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 1,323,715 Percentage of Class 26.58% Class R Amvescap Natl Trust Co TTEE FBO SMRT Inc 401K PS Plan P.O. Box 105779 Atlanta, GA 30348-5779 Amount of Ownership 4,972 Percentage of Class 19.54% Merrill Lynch Attn: Fund Admin 4800 Deer Lake Dr. East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 16,039 Percentage of Class 63.04% Class K Alliance Capital Management LP Attn: Raymond Cardosi 1 North Lexington Avenue White Plains, NY 10601-1712 Amount of Ownership 655 Percentage of Class 99.02% Class I Alliance Capital Management LP ATTN: Raymond Cardosi 1 N. Lexington Ave. White Plains, NY 10601-1712 Amount of Ownership 655 Percentage of Class 99.64%
E-12
Name and Address of Beneficial Owner ------------------------------------ Global Health Care Class B Citigroup Global Markets House Account ATTN: Cindy Tempesta 333 W. 34th Street, Floor 3 New York, NY 10001-2402 Amount of Ownership 455,129 Percentage of Class 5.84% First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 659,604 Percentage of Class 8.46% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 696,869 Percentage of Class 8.94% MLPF&S For the Sole Benefit of its Customers ATTN: Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 1,248,460 Percentage of Class 16.01% Class C First Clearing LLC Special Custody Acct for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 148,282 Percentage of Class 7.53% Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W. 34th Street Floor 3 New York, NY 10001-2402 Amount of Ownership 186,477 Percentage of Class 9.48% MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 404,074 Percentage of Class 20.53%
Name and Address of Beneficial Owner ------------------------------------ Class R Alliance Capital Management LP Attn: Raymond Cardosi 1 North Lexington Avenue White Plains, NY 10601-1712 Amount of Ownership 867 Percentage of Class 99.02% Class K Alliance Capital Management LP Attn: Raymond Cardosi 1 North Lexington Avenue White Plains, NY 10601-1712 Amount of Ownership 867 Percentage of Class 100.00% Class I Alliance Capital Management LP ATTN: Raymond Cardosi 1 N. Lexington Ave. White Plains, NY 10601-1712 Amount of Ownership 867 Percentage of Class 100.00% Advisor Class MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 66,176 Percentage of Class 7.12% PIMS/Prudential Retirement as Nominee for the TTEE/Customer Plan 007 Alliance Capital Management 300 International Parkway, Ste. 270 Heathrow, FL 32746-5028 Amount of Ownership 363,698 Percentage of Class 39.15% Trust for Profit Sharing Plan for Employees of Alliance Capital Management L.P. Plan A Attn: Diana Marotta, Floor 31 1345 Avenue of the Americas New York, NY 10105 Amount of Ownership 400,338 Percentage of Class 43.09%
E-13
Name and Address of Beneficial Owner ------------------------------------ Global Research Growth Class A First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 212,273 Percentage of Class 5.66% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 305,267 Percentage of Class 8.14% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 2,277,926 Percentage of Class 94.44% Class B NFS LLC FEBO E.A. Kostelnik Nicole A. Kostelnik P.O. Box 99 Comfort, TX 78013-0099 Amount of Ownership 3,858 Percentage of Class 7.44% UBS Financial Services, Inc. FBO Irrevocable Agreement of Trust of Suzanne H. Arnold Cozen & O'Connor M. Thompson 1900 Market Street Philadelphia, PA 19103-3527 Amount of Ownership 5,116 Percentage of Class 9.86% MLPF&S For the Sole Benefit of its Customers ATTN: Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 6,262 Percentage of Class 12.07% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 11,213 Percentage of Class 21.62%
Name and Address of Beneficial Owner ------------------------------------ Class C Raymond James & Associates, Inc. FBO Warmke IRA 880 Carillon Parkway St. Petersburg, FL 33716-1100 Amount of Ownership 4,009 Percentage of Class 6.02% MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 6,789 Percentage of Class 10.19% Pershing LLC PO Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 16,290 Percentage of Class 24.44% Class R Alliance Capital Management LP Attn: Raymond Cardosi 1 North Lexington Avenue White Plains, NY 10601-1712 Amount of Ownership 393 Percentage of Class 100.00% Class K Alliance Capital Management LP Attn: Raymond Cardosi 1 North Lexington Avenue White Plains, NY 10601-1712 Amount of Ownership 689 Percentage of Class 99.02% Class I Alliance Capital Management LP ATTN: Raymond Cardosi 1 N. Lexington Ave. White Plains, NY 10601-1712 Amount of Ownership 689 Percentage of Class 100.00% Advisor Class PIMS/Prudential Retirement as Nominee for the TTEE/CUST PL 007 Alliance Capital Management 1345 Avenue of the Americas, 20th Floor New York, NY 10105 Amount of Ownership 120,832 Percentage of Class 6.27%
E-14
Name and Address of Beneficial Owner ------------------------------------ Alliance Capital Management LP Attn: Ray Cardosi Controller One North Lexington Avenue White Plains, NY 10601-1712 Amount of Ownership 199,700 Percentage of Class 10.36% Vanguard Fidelity Trust Co. FBO Kaiser Permanente Supplement Retirement Plan/Plan B P.O. Box 2600 Valley Forge, PA 19482-2600 Amount of Ownership 227,852 Percentage of Class 11.82% Vanguard Fidelity Trust Co. FBO Kaiser Permanente Tax Shelter Annuity Plan (TSA) P.O. Box 2600 Valley Forge, PA 19482-2600 Amount of Ownership 508,066 Percentage of Class 26.36% Vanguard Fidelity Trust Co. FBO Kaiser Permanente 401 K Retirement Plan P.O. Box 2600 Valley Forge, PA 19482-2600 Amount of Ownership 716,245 Percentage of Class 37.17% Global Strategic Income Class A Citigroup Global Markets House Account ATTN: Cindy Tempesta 333 W. 34th Street, Floor 3 New York, NY 10001-2402 Amount of Ownership 197,802 Percentage of Class 6.89% MLPF&S For the Sole Benefit of its Customers ATTN: Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 288,763 Percentage of Class 10.05% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 391,311 Percentage of Class 13.62%
Name and Address of Beneficial Owner ------------------------------------ Class B Dean Witter Reynolds Attn: Mutual Fund Operations 2 Harborside Plaza, 2nd Floor Jersey City, NJ 07311 Amount of Ownership 454,408 Percentage of Class 6.12% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 660,766 Percentage of Class 8.90% Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W. 34th Street, Floor 3 New York, NY 10001-2402 Amount of Ownership 678,002 Percentage of Class 9.13% First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glenn Allen, VA 23060-9245 Amount of Ownership 802,092 Percentage of Class 10.80% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin. 4800 Deer Lake Dr. East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 802,906 Percentage of Class 10.82% Class C MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 308,153 Percentage of Class 21.84% Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W. 34th Street Floor 3 New York, NY 10001-2402 Amount of Ownership 105,926 Percentage of Class 7.51%
E-15
Name and Address of Beneficial Owner ------------------------------------ First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 119,705 Percentage of Class 8.48% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 169,353 Percentage of Class 12.00% Class R Alliance Capital Management LP Attn: Raymond Cardosi 1 North Lexington Avenue White Plains, NY 10601-1712 Amount of Ownership 1,130 Percentage of Class 99.01% Class K Alliance Capital Management LP Attn: Raymond Cardosi 1 North Lexington Avenue White Plains, NY 10601-1712 Amount of Ownership 1,130 Percentage of Class 99.28% Class I Alliance Capital Management LP ATTN: Raymond Cardosi 1 N. Lexington Ave. White Plains, NY 10601-1712 Amount of Ownership 1,130 Percentage of Class 100% Advisor Class Nancy Nachman-Hunt 2542 Pine Street Boulder, CO 80302-3803 Amount of Ownership 14,700 Percentage of Class 7.25% Barbara M. Jenkel 105 Marcover Drive Chappaqua, NY 10514 Amount of Ownership 50,341 Percentage of Class 24.82% Trust for Profit Sharing Plan for Employees of Alliance Capital Management L.P., Plan K Attn: Diana Marotta, Floor 31 1345 Avenue of Americas New York, NY 10105 Amount of Ownership 99,182 Percentage of Class 48.89%
Name and Address of Beneficial Owner ------------------------------------ Global Technology Class A Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 1,060,951 Percentage of Class 5.63% Citigroup Global Markets House Account ATTN: Cindy Tempesta 333 W. 34th Street, Floor 3 New York, NY 10001-2402 Amount of Ownership 1,208,300 Percentage of Class 6.42% MLPF&S For the Sole Benefit of its Customers ATTN: Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 1,460,677 Percentage of Class 7.76% Class B First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 1,403,974 Percentage of Class 8.51% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 1,466,102 Percentage of Class 8.89% MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 1,684,290 Percentage of Class 10.21% Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W. 34th Street Floor 3 New York, NY 10001-2402 Amount of Ownership 1,726,264 Percentage of Class 10.47%
E-16
Name and Address of Beneficial Owner ------------------------------------ Class C Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 271,388 Percentage of Class 5.32% First Clearing LLC Special Custody Acct for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 341,030 Percentage of Class 6.68% Citigroup Global Markets House Account Attn. Cindy Tempesta 333 W. 34th Street Floor 3 New York, NY 10001-2402 Amount of Ownership 776,274 Percentage of Class 15.21% MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 888,997 Percentage of Class 17.42% Class R Community Bank NA DT FBO Seaview Technologies 401(K) PS Plan 6 Rhoads Drive, Ste 7 Utica, NY 13502-6317 Amount of Ownership 82 Percentage of Class 6.04% Alliance Capital Management LP Attn: Raymond Cardosi 1 North Lexington Avenue White Plains, NY 10601-1712 Amount of Ownership 185 Percentage of Class 13.67% Merrill Lynch Attn: Fund Admin 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 949 Percentage of Class 70.24%
Name and Address of Beneficial Owner ------------------------------------ Class K Alliance Capital Management LP ATTN: Raymond Cardosi 1 N. Lexington Ave. White Plains, NY 10601-1712 Amount of Ownership 185 Percentage of Class 99.28% Class I Alliance Capital Management LP ATTN: Raymond Cardosi 1 N. Lexington Ave. White Plains, NY 10601-1712 Amount of Ownership 185 Percentage of Class 100.00% Advisor Class CollegeBound Fund CBF-Technology Fund Customized Allocation 500 Plaza Dr. Secaucus, NJ 07094-3619 Amount of Ownership 126,361 Percentage of Class 8.13% Merrill Lynch Attn: Fund Admin 4800 Deer Lake Dr. East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 149,056 Percentage of Class 9.59% Trust for Profit Sharing Plan for Employees of Alliance Capital Management L.P. Plan F Attn: Diana Marotta, Floor 31 1345 Avenue of the Americas New York, NY 10105 Amount of Ownership 319,364 Percentage of Class 20.54% CollegeBound Fund CBF-Aggressive Growth Portfolio 529 Plan 500 Plaza Dr. Secaucus, NJ 07094-3619 Amount of Ownership 674,091 Percentage of Class 43.35%
E-17
Name and Address of Beneficial Owner ------------------------------------ Greater China Class A First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 103,377 Percentage of Class 7.09% Dean Witter Reynolds ATTN: Mutual Fund Operations 2 Harborside Plaza, 2nd Floor Jersey City, NJ 07311 Amount of Ownership 114,159 Percentage of Class 7.83% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 167,620 Percentage of Class 11.49% MLPF&S For the Sole Benefit of its Customers ATTN: Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 211,115 Percentage of Class 14.48% Class B Dean Witter Reynolds Attn: Mutual Fund Operations 2 Harborside Plaza, 2nd Floor Jersey City, NJ 07311 Amount of Ownership 105,749 Percentage of Class 9.06% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 112,922 Percentage of Class 9.67% First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glenn Allen, VA 23060-9245 Amount of Ownership 162,863 Percentage of Class 13.95%
Name and Address of Beneficial Owner ------------------------------------ MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin. 4800 Deer Lake Dr. East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 189,706 Percentage of Class 16.25% Class C Citigroup Global Markets House Account Attn. Cindy Tempesta 333 W. 34th Street Floor 3 New York, NY 10001-2402 Amount of Ownership 56,516 Percentage of Class 5.51% Legg Mason Wood Walker Inc. Special Custody Account FBO Customers P.O. Box 1476 Baltimore, MD 21203-1476 Amount of Ownership 65,002 Percentage of Class 6.34% Dean Witter Reynolds Attn. Mutual Funds Opers 2 Harborside Plaza, 2nd Floor Jersey City, NJ 07311 Amount of Ownership 77,990 Percentage of Class 7.60% First Clearing LLC Special Custody Acct for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 110,169 Percentage of Class 10.74% MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 223,414 Percentage of Class 21.78% Advisor Class Merrill Lynch Attn: Fund Admin 4800 Deer Lake Drive East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 73,602 Percentage of Class 34.96%
E-18
Name and Address of Beneficial Owner ------------------------------------ NFS LLC FEBO NFS/FMTC SEP IRA FBO Craig J. Edwards 33 Pebblewood Trail Naperville, IL 60563-9062 Amount of Ownership 97,324 Percentage of Class 46.22% Growth & Income Class A Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 41,990,989 Percentage of Class 5.90% MLPF&S For the Sole Benefit of its Customers ATTN: Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 42,901,324 Percentage of Class 6.03% Class B Citigroup Global Markets House Account ATTN: Cindy Tempesta 333 W. 34th Street, Floor 3 New York, NY 10001-2402 Amount of Ownership 31,571,295 Percentage of Class 6.12% First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 42,157,496 Percentage of Class 8.17% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 57,269,055 Percentage of Class 11.10% MLPF&S For the Sole Benefit of its Customers ATTN: Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 81,288,479 Percentage of Class 15.75%
Name and Address of Beneficial Owner ------------------------------------ Class C First Clearing LLC Special Custody Acct for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 11,205,720 Percentage of Class 5.66% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 13,253,225 Percentage of Class 6.69% Citigroup Global Markets House Account Attn. Cindy Tempesta 333 W. 34th Street Floor 3 New York, NY 10001-2402 Amount of Ownership 21,564,489 Percentage of Class 10.89% MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 53,033,943 Percentage of Class 26.77% Class R Capital Bank & Trust Company FBO Tech Tool & Mold 401 K Profit Sharing Plan c/o Plan Premier/FAS Corp 8515 E Orchard Road # 2T2 Greenwood Village, CO 80111-5002 Amount of Ownership 5,976 Percentage of Class 14.56% Reliance Trust Company Customer FBO Chemical Laboratories Inc. 401K P.O. Box 48529 Atlanta, GA 30362-1529 Amount of Ownership 12,942 Percentage of Class 31.52% MG Trust Trustee Ronald J. Synder 700 17th Street, Ste 300 Denver, CO 80202-3531 Amount of Ownership 21,074 Percentage of Class 51.33%
E-19
Name and Address of Beneficial Owner ------------------------------------ Class K Alliance Capital Management LP ATTN: Raymond Cardosi 1 N. Lexington Ave. White Plains, NY 10601-1712 Amount of Ownership 2,639 Percentage of Class 99.29% Class I Alliance Capital Management LP ATTN: Raymond Cardosi 1 N. Lexington Ave. White Plains, NY 10601-1712 Amount of Ownership 2,639 Percentage of Class 100% Advisor Class CollegeBound Fund CBF-Aggressive Growth Portfolio 529 Plan 500 Plaza Dr. Secaucus, NJ 07094-3619 Amount of Ownership 23,162,792 Percentage of Class 7.19% CollegeBound Fund CBF-Growth Portfolio 529 Plan 500 Plaza Dr. Secaucus, NJ 07094-3619 Amount of Ownership 30,921,356 Percentage of Class 9.59% Merrill Lynch Mutual Fund Operations 4800 Deer Lake Dr. East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 70,200,709 Percentage of Class 21.78% High Yield Class A NFS LLC FEBO CMG High Yield Master Fund, A Se CMG High Yield Master Fund A 150 N. Radnor Chester Road Suite A150 Radnor, PA 19087-5200 Amount of Ownership 1,339,484 Percentage of Class 7.72% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 1,376,923 Percentage of Class 7.94%
Name and Address of Beneficial Owner ------------------------------------ First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 1,494,072 Percentage of Class 8.61% MLPF&S For the Sole Benefit of its Customers ATTN: Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 2,609,377 Percentage of Class 15.04% Class B Dean Witter Reynolds ATTN: Mutual Fund Operations 2 Harborside Plaza, 2nd Floor Jersey City, NJ 07311 Amount of Ownership 1,388,038 Percentage of Class 5.26% Citigroup Global Markets House Account ATTN: Cindy Tempesta 333 W. 34th Street, Floor 3 New York, NY 10001-2402 Amount of Ownership 1,848,986 Percentage of Class 7.00% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 2,407,283 Percentage of Class 9.12% MLPF&S For the Sole Benefit of its Customers ATTN: Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 2,509,315 Percentage of Class 9.50% First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 3,927,321 Percentage of Class 14.87%
E-20
Name and Address of Beneficial Owner ------------------------------------ Class C Pershing LLC PO Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 465,643 Percentage of Class 5.58% Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W. 34th Street Floor 3 New York, NY 10001-2402 Amount of Ownership 699,182 Percentage of Class 8.38% First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 985,009 Percentage of Class 11.81% MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 1,413,077 Percentage of Class 16.94% Class R Alliance Capital Management LP Attn: Raymond Cardosi 1 North Lexington Avenue White Plains, NY 10601-1712 Amount of Ownership 1,613 Percentage of Class 99.01% Class K Alliance Capital Management LP Attn: Raymond Cardosi 1 North Lexington Avenue White Plains, NY 10601-1712 Amount of Ownership 1,613 Percentage of Class 100.00% Class I Alliance Capital Management LP ATTN: Raymond Cardosi 1 N. Lexington Ave. White Plains, NY 10601-1712 Amount of Ownership 1,613 Percentage of Class 100%
Name and Address of Beneficial Owner ------------------------------------ Advisor Class CollegeBound Fund Aggressive Growth Emphasis Age Based Portfolio 1987-1989 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 2,448,230 Percentage of Class 6.14% CollegeBound Fund Growth Emphasis Age Based Portfolio 1996-1998 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 3,014,031 Percentage of Class 7.56% CollegeBound Fund CBF-Balanced Portfolio 529 Plan 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 3,327,015 Percentage of Class 8.34% CollegeBound Fund Aggressive Growth Emphasis Age Based Portfolio 1990-1992 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 3,708,969 Percentage of Class 9.30% CollegeBound Fund Growth Emphasis Age Based Portfolio 1987-1989 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 5,709,984 Percentage of Class 14.32% CollegeBound Fund Growth Emphasis Age Based Portfolio 1993-1995 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 6,479,044 Percentage of Class 16.25% CollegeBound Fund Growth Emphasis Age Based Portfolio 1990-1992 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 7,167,835 Percentage of Class 17.98%
E-21
Name and Address of Beneficial Owner ------------------------------------ Premier Growth Class I Investors Bank & Trust Co AS TTEE CUST for Various Retirement Plans Qualified Plan 4 Manhattanville Road Purchase, NY 10577-2139 Amount of Ownership 635,278 Percentage of Class 9.86% PMS/Prudential Retirement As Nominee for the TTEE/CUST PL 007 Alliance Capital Management 300 International Parkway, Suite 270 Heathrow, FL 32746-5028 Amount of Ownership 1,856,747 Percentage of Class 28.82% Trust for Profit Sharing Pl for Employees of Alliance Capital Mgmt LP Plan H Attn: Diana Marotta, Floor 3 1345 Avenue of the Americas New York, NY 10105 Amount of Ownership 3,205,225 Percentage of Class 49.74% Class II Oppenheimer & Co Inc. FBO L. Kelley Carson IRA PAS A/C P.O. Box 82927 Aspen, CO 81612-8927 Amount of Ownership 33,164 Percentage of Class 9.61% International Growth Class A Citigroup Global Markets House Account ATTN: Cindy Tempesta 333 W. 34th Street, Floor 3 New York, NY 10001-2402 Amount of Ownership 1,254,450 Percentage of Class 5.34% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 1,654,834 Percentage of Class 7.05%
Name and Address of Beneficial Owner ------------------------------------ MLPF&S For the Sole Benefit of its Customers ATTN: Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 2,005,770 Percentage of Class 8.54% Charles Schwab & Co. For the Exclusive Benefit of Customers Mutual Fund Operations 101 Montgomery Street San Francisco, CA 94104-4122 Amount of Ownership 2,225,594 Percentage of Class 9.48% Class B First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glenn Allen, VA 23060-9245 Amount of Ownership 294,001 Percentage of Class 5.62% Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W. 34th Street, Floor 3 New York, NY 10001-2402 Amount of Ownership 470,106 Percentage of Class 8.99% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin. 4800 Deer Lake Dr. East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 580,556 Percentage of Class 11.10% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 591,695 Percentage of Class 11.31% Class C Dean Witter Reynolds Attn: Mutual Fund Operations 2 Harborside Plaza, 2nd Floor Jersey City, NJ 07311 Amount of Ownership 134,294 Percentage of Class 5.64%
E-22
Name and Address of Beneficial Owner ------------------------------------ Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 276,785 Percentage of Class 11.63% Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W. 34th Street Floor 3 New York, NY 10001-2402 Amount of Ownership 286,460 Percentage of Class 12.03% MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 507,810 Percentage of Class 21.33% Class R Emjayco FBO Broad Mountain Partners 401(K) Plan 351795 P.O. Box 170910 Milwaukee, WI 53217-0909 Amount of Ownership 32,000 Percentage of Class 97.64% Class K Alliance Capital Management LP Attn: Raymond Cardosi 1 North Lexington Avenue White Plains, NY 10601-1712 Amount of Ownership 710 Percentage of Class 99.02% Class I Alliance Capital Management LP ATTN: Raymond Cardosi 1 N. Lexington Ave. White Plains, NY 10601-1712 Amount of Ownership 710 Percentage of Class 100% Advisor Class Pershing LLC PO Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 50,126 Percentage of Class 7.53%
Name and Address of Beneficial Owner ------------------------------------ Charles Schwab & Co. For the Exclusive Benefit of Customers Mutual Fund Operations 101 Montgomery Street San Francisco, CA 94104-4122 Amount of Ownership 85,347 Percentage of Class 12.82% Merrill Lynch Mutual Fund Admin 4800 Deer Lake Drive, East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 357,777 Percentage of Class 53.73% International Research Growth Class A MLPF&S For the Sole Benefit of its Customers ATTN: Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 478,865 Percentage of Class 5.36% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 832,815 Percentage of Class 9.33% Citigroup Global Markets House Account ATTN: Cindy Tempesta 333 W. 34th Street, Floor 3 New York, NY 10001-2402 Amount of Ownership 895,154 Percentage of Class 10.03% Class B First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 469,138 Percentage of Class 5.54% Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W. 34th Street Floor 3 New York, NY 10001-2402 Amount of Ownership 557,969 Percentage of Class 6.58%
E-23
Name and Address of Beneficial Owner ------------------------------------ MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 780,022 Percentage of Class 9.20% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 932,235 Percentage of Class 11.00% Class C Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 196,755 Percentage of Class 6.87% First Clearing LLC Special Custody Acct for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 244,183 Percentage of Class 8.53% Citigroup Global Markets House Account Attn. Cindy Tempesta 333 W. 34th Street Floor 3 New York, NY 10001-2402 Amount of Ownership 434,461 Percentage of Class 15.17% MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 463,768 Percentage of Class 16.19% Advisor Class MLPF&S For the Sole Benefit of its Customers Attn: Fund Administration 4800 Deer Lake Dr. East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 215,642 Percentage of Class 6.69%
Name and Address of Beneficial Owner ------------------------------------ Strafe & Co FAO Munson Med Ctr Operating-SEG Assets P.O. Box 160 Westerville, OH 43086-0160 Amount of Ownership 523,383 Percentage of Class 16.23% PIMS/Prudential Retirement As Nominee for the TTEE/CUST PL 007 Alliance Capital Management 300 International Parkway, Ste 270 Heathrow, FL 32746-5028 Amount of Ownership 1,074,140 Percentage of Class 33.32% Trust for Profit Sharing Plan for Employees of Alliance Capital Mgmt L.P. Plan ATTN: Diana Marotta, Floor 31 1345 Avenue of the Americas New York, NY 10105 Amount of Ownership 1,132,826 Percentage of Class 35.14% Large Cap Growth Class A Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 4,401,436 Percentage of Class 6.26% MLPF&S For the Sole Benefit of its Customers ATTN: Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 7,715,518 Percentage of Class 10.98% Class B Citigroup Global Markets House Account ATTN: Cindy Tempesta 333 W. 34th Street, Floor 3 New York, NY 10001-2402 Amount of Ownership 6,878,115 Percentage of Class 7.64% First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 7,164,479 Percentage of Class 7.96%
E-24
Name and Address of Beneficial Owner ------------------------------------ Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 7,829,538 Percentage of Class 8.70% MLPF&S For the Sole Benefit of its Customers ATTN: Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 15,988,283 Percentage of Class 17.76% Class C First Clearing LLC Special Custody Acct for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 2,031,352 Percentage of Class 6.58% Citigroup Global Markets House Account Attn. Cindy Tempesta 333 W. 34th Street Floor 3 New York, NY 10001-2402 Amount of Ownership 3,015,642 Percentage of Class 9.77% MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 8,770,554 Percentage of Class 28.40% Class R Alliance Capital Management LP Attn: Raymond Cardosi 1 North Lexington Avenue White Plains, NY 10601-1712 Amount of Ownership 603 Percentage of Class 10.78% MG Trust Trustee Belvedere Lambert & Houck 700 17th Street, Ste 300 Denver, CO 80202-3531 Amount of Ownership 4,985 Percentage of Class 89.13%
Name and Address of Beneficial Owner ------------------------------------ Class K Alliance Capital Management LP ATTN: Raymond Cardosi 1 N. Lexington Ave. White Plains, NY 10601-1712 Amount of Ownership 567 Percentage of Class 100.00% Class I Alliance Capital Management LP ATTN: Raymond Cardosi 1 N. Lexington Ave. White Plains, NY 10601-1712 Amount of Ownership 567 Percentage of Class 100% Advisor Class CollegeBound Fund Growth Emphasis Age Based Portfolio 1990-1992 500 Plaza Dr. Secaucus, NJ 07094-3619 Amount of Ownership 2,731,818 Percentage of Class 5.18% CollegeBound Fund Age Based Portfolio 1999-2001 Aggressive Growth 529 Plan 500 Plaza Dr. Secaucus, NJ 07094-3619 Amount of Ownership 2,901,478 Percentage of Class 5.50% CollegeBound Fund Growth Emphasis Age Based Portfolio 1993-1995 500 Plaza Dr. Secaucus, NJ 07094-3619 Amount of Ownership 3,098,250 Percentage of Class 5.88% CollegeBound Fund Growth Emphasis Age Based Portfolio 1996-1998 500 Plaza Dr. Secaucus, NJ 07094-3619 Amount of Ownership 3,268,565 Percentage of Class 6.20% CollegeBound Fund CBF-Balanced Portfolio 529 Plan 500 Plaza Dr. Secaucus, NJ 07094-3619 Amount of Ownership 3,609,604 Percentage of Class 6.85%
E-25
Name and Address of Beneficial Owner ------------------------------------ CollegeBound Fund Growth Emphasis Age Based Portfolio 1999-2001 500 Plaza Dr. Secaucus, NJ 07094-3619 Amount of Ownership 4,191,206 Percentage of Class 7.95% CollegeBound Fund CBF-Aggressive Growth Portfolio 529 Plan 500 Plaza Dr. Secaucus, NJ 07094-3619 Amount of Ownership 4,624,054 Percentage of Class 8.77% CollegeBound Fund CBF-Growth Portfolio 529 Plan 500 Plaza Dr. Secaucus, NJ 07094-3619 Amount of Ownership 9,081,072 Percentage of Class 17.22% Mid-Cap Growth Class B Citigroup Global Markets House Account ATTN: Cindy Tempesta 333 W. 34th Street, Floor 3 New York, NY 10001-2402 Amount of Ownership 766,073 Percentage of Class 6.00% MLPF&S For the Sole Benefit of its Customers ATTN: Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 789,826 Percentage of Class 6.19% First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 845,931 Percentage of Class 6.63% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 1,343,675 Percentage of Class 10.53%
Name and Address of Beneficial Owner ------------------------------------ Class C First Clearing LLC Special Custody Acct for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 233,316 Percentage of Class 5.31% Dean Witter Reynolds Attn. Mutual Funds Opers 2 Harborside Plaza, 2nd Floor Jersey City, NJ 07311 Amount of Ownership 270,324 Percentage of Class 6.15% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 330,201 Percentage of Class 7.51% Citigroup Global Markets House Account Attn. Cindy Tempesta 333 W. 34th Street Floor 3 New York, NY 10001-2402 Amount of Ownership 373,630 Percentage of Class 8.50% MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 476,449 Percentage of Class 10.84% Class R Alliance Capital Management LP Attn: Raymond Cardosi 1 North Lexington Avenue White Plains, NY 10601-1712 Amount of Ownership 1,653 Percentage of Class 99.14% Class K Alliance Capital Management LP Attn: Raymond Cardosi 1 North Lexington Avenue White Plains, NY 10601-1712 Amount of Ownership 1,653 Percentage of Class 100.00%
E-26
Name and Address of Beneficial Owner ------------------------------------ Class I Alliance Capital Management LP ATTN: Raymond Cardosi 1 N. Lexington Ave. White Plains, NY 10601-1712 Amount of Ownership 1,653 Percentage of Class 100.00% Advisor Class PIMS/Prudential Retirement as Nominee for the TTEE/Customer Plan 007 Alliance Capital Management 300 International Parkway, Ste 270 Heathrow, FL 32746-5028 Amount of Ownership 2,545,904 Percentage of Class 24.40% Trust for Profit Sharing Plan for Employees of Alliance Capital Management L.P., Plan I Attn: Diana Marotta, Floor 31 1345 Avenue of Americas New York, NY 10105 Amount of Ownership 3,031,311 Percentage of Class 29.05% CollegeBound Fund CBF-Mid Cap Growth Customized Portfolio 529 Plan 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 3,501,030 Percentage of Class 33.56% Multi-Market Strategy Class A First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 1,543,809 Percentage of Class 5.47% MLPF&S For the Sole Benefit of its Customers ATTN: Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 4,314,106 Percentage of Class 15.28%
Name and Address of Beneficial Owner ------------------------------------ Class B Citigroup Global Markets House Account ATTN: Cindy Tempesta 333 W. 34th Street, Floor 3 New York, NY 10001-2402 Amount of Ownership 64,109 Percentage of Class 6.18% First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 102,107 Percentage of Class 9.85% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 106,817 Percentage of Class 10.30% MLPF&S For the Sole Benefit of its Customers ATTN: Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 120,954 Percentage of Class 11.67% Class C MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 89,274 Percentage of Class 5.37% Dean Witter Reynolds Attn: Mutual Fund Operations 2 Harborside Plaza, 2nd Floor Jersey City, NJ 07311 Amount of Ownership 92,150 Percentage of Class 5.55% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 105,079 Percentage of Class 6.32%
E-27
Name and Address of Beneficial Owner ------------------------------------ First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 105,944 Percentage of Class 6.38% Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W. 34th Street Floor 3 New York, NY 10001-2402 Amount of Ownership 132,223 Percentage of Class 7.96% Class R Alliance Capital Management LP Attn: Raymond Cardosi 1 North Lexington Avenue White Plains, NY 10601-1712 Amount of Ownership 1,754 Percentage of Class 99.01% Class K Alliance Capital Management LP Attn: Raymond Cardosi 1 North Lexington Avenue White Plains, NY 10601-1712 Amount of Ownership 1,754 Percentage of Class 99.50% Class I Alliance Capital Management LP ATTN: Raymond Cardosi 1 N. Lexington Ave. White Plains, NY 10601-1712 Amount of Ownership 1,754 Percentage of Class 100% AMIF - California Portfolio Class A First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 3,482,525 Percentage of Class 6.49% Dean Witter Reynolds ATTN: Mutual Fund Operations 2 Harborside Plaza, 2nd Floor Jersey City, NJ 07311 Amount of Ownership 3,612,725 Percentage of Class 6.73%
Name and Address of Beneficial Owner ------------------------------------ Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 3,688,212 Percentage of Class 6.87% MLPF&S For the Sole Benefit of its Customers ATTN: Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 4,898,252 Percentage of Class 9.13% Citigroup Global Markets House Account ATTN: Cindy Tempesta 333 W. 34th Street, Floor 3 New York, NY 10001-2402 Amount of Ownership 6,906,576 Percentage of Class 12.87% Class B Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W. 34th Street Floor 3 New York, NY 10001-2402 Amount of Ownership 683,904 Percentage of Class 5.49% MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 764,467 Percentage of Class 6.14% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 857,952 Percentage of Class 6.89% Class C Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 856,864 Percentage of Class 7.26% Citigroup Global Markets House Account Attn. Cindy Tempesta 333 W. 34th Street Floor 3 New York, NY 10001-2402 Amount of Ownership 1,097,425 Percentage of Class 9.30%
E-28
Name and Address of Beneficial Owner ------------------------------------ MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 3,021,876 Percentage of Class 25.62% AMIF - Insured California Portfolio Class A First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 374,977 Percentage of Class 5.40% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 604,939 Percentage of Class 8.71% MLPF&S For the Sole Benefit of its Customers ATTN: Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 709,391 Percentage of Class 10.21% Citigroup Global Markets House Account ATTN: Cindy Tempesta 333 W. 34th Street, Floor 3 New York, NY 10001-2402 Amount of Ownership 732,004 Percentage of Class 10.54% Class B Pershing LLC PO Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 65,033 Percentage of Class 5.38% MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 145,696 Percentage of Class 12.05%
Name and Address of Beneficial Owner ------------------------------------ Class C Dean Witter Reynolds Attn. Mutual Funds Opers 2 Harborside Plaza, 2nd Floor Jersey City, NJ 07311 Amount of Ownership 94,144 Percentage of Class 7.10% MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 320,005 Percentage of Class 24.14% Citigroup Global Markets House Account Attn. Cindy Tempesta 333 W. 34th Street Floor 3 New York, NY 10001-2402 Amount of Ownership 356,762 Percentage of Class 26.92% AMIF - Insured National Portfolio Class A MLPF&S For the Sole Benefit of its Customers ATTN: Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 620,810 Percentage of Class 5.08% Citigroup Global Markets House Account ATTN: Cindy Tempesta 333 W. 34th Street, Floor 3 New York, NY 10001-2402 Amount of Ownership 738,009 Percentage of Class 6.04% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 808,969 Percentage of Class 6.62% Class B Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 112,526 Percentage of Class 6.57%
E-29
Name and Address of Beneficial Owner ------------------------------------ First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 262,568 Percentage of Class 15.34% MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 327,376 Percentage of Class 19.12% Class C Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 63,897 Percentage of Class 5.47% First Clearing LLC Special Custody Acct for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 84,543 Percentage of Class 7.24% MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 513,756 Percentage of Class 44.01% AMIF - National Portfolio Class A Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 2,608,830 Percentage of Class 7.79% Class B MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 452,167 Percentage of Class 8.38%
Name and Address of Beneficial Owner ------------------------------------ First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 532,056 Percentage of Class 9.87% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 535,909 Percentage of Class 9.94% Class C Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 378,182 Percentage of Class 5.98% First Clearing LLC Special Custody Acct for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 428,195 Percentage of Class 6.77% MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 1,872,327 Percentage of Class 29.60% AMIF - New York Portfolio Class A First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 1,929,230 Percentage of Class 6.65% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 2,480,317 Percentage of Class 8.55%
E-30
Name and Address of Beneficial Owner ------------------------------------ Citigroup Global Markets House Account ATTN: Cindy Tempesta 333 W. 34th Street, Floor 3 New York, NY 10001-2402 Amount of Ownership 4,186,987 Percentage of Class 14.44% Class B MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 865,459 Percentage of Class 6.18% Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W. 34th Street Floor 3 New York, NY 10001-2402 Amount of Ownership 1,149,987 Percentage of Class 8.21% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 2,987,431 Percentage of Class 21.33% Class C First Clearing LLC Special Custody Acct for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 268,442 Percentage of Class 5.86% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 400,005 Percentage of Class 8.73% Citigroup Global Markets House Account Attn. Cindy Tempesta 333 W. 34th Street Floor 3 New York, NY 10001-2402 Amount of Ownership 462,404 Percentage of Class 10.09%
Name and Address of Beneficial Owner ------------------------------------ MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 1,252,346 Percentage of Class 27.33% AMIF II - Arizona Portfolio Class A First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 497,559 Percentage of Class 5.22% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 1,091,716 Percentage of Class 11.46% Class B Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 441,255 Percentage of Class 7.44% Class C Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W. 34th Street Floor 3 New York, NY 10001-2402 Amount of Ownership 219,277 Percentage of Class 10.52% Dean Witter Reynolds Attn: Mutual Fund Operations 2 Harborside Plaza, 2nd Floor Jersey City, NJ 07311 Amount of Ownership 236,156 Percentage of Class 11.33% MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 403,175 Percentage of Class 19.34%
E-31
Name and Address of Beneficial Owner ------------------------------------ AMIF II - Florida Portfolio Class A Dean Witter Reynolds ATTN: Mutual Fund Operations 2 Harborside Plaza, 2nd Floor Jersey City, NJ 07311 Amount of Ownership 579,847 Percentage of Class 5.02% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 661,934 Percentage of Class 5.73% MLPF&S For the Sole Benefit of its Customers ATTN: Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 703,811 Percentage of Class 6.09% Citigroup Global Markets House Account ATTN: Cindy Tempesta 333 W. 34th Street, Floor 3 New York, NY 10001-2402 Amount of Ownership 1,193,195 Percentage of Class 10.32% First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 1,499,991 Percentage of Class 12.98% Class B Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 390,417 Percentage of Class 6.94% Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th Street, Floor 3 New York, NY 10001-2402 Amount of Ownership 401,785 Percentage of Class 7.14%
Name and Address of Beneficial Owner ------------------------------------ First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glenn Allen, VA 23060-9245 Amount of Ownership 696,771 Percentage of Class 12.39% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin. 4800 Deer Lake Dr. East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 745,058 Percentage of Class 13.25% Class C Dean Witter Reynolds Attn. Mutual Funds Opers 2 Harborside Plaza, 2nd Floor Jersey City, NJ 07311 Amount of Ownership 290,385 Percentage of Class 7.56% First Clearing LLC Special Custody Acct for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 338,752 Percentage of Class 8.82% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 395,792 Percentage of Class 10.30% MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 1,240,832 Percentage of Class 32.29% AMIF II - Massachusetts Portfolio Class A Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 368,702 Percentage of Class 8.21%
E-32
Name and Address of Beneficial Owner ------------------------------------ MLPF&S For the Sole Benefit of its Customers ATTN: Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 389,296 Percentage of Class 8.67% Citigroup Global Markets House Account ATTN: Cindy Tempesta 333 W. 34th Street, Floor 3 New York, NY 10001-2402 Amount of Ownership 458,790 Percentage of Class 10.22% Class B Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 299,507 Percentage of Class 6.25% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin. 4800 Deer Lake Dr. East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 388,277 Percentage of Class 8.11% Class C Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 160,015 Percentage of Class 5.05% Merrill Lynch Mutual Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 226,467 Percentage of Class 7.14% Dean Witter Reynolds Attn: Mutual Fund Operations 2 Harborside Plaza, 2nd Floor Jersey City, NJ 07311 Amount of Ownership 362,681 Percentage of Class 11.44%
Name and Address of Beneficial Owner ------------------------------------ AMIF II - Michigan Portfolio Class A Charles Schwab & Co. For the Exclusive Benefit of Customers Mutual Fund Operations 101 Montgomery Street San Francisco, CA 94104-4122 Amount of Ownership 268,412 Percentage of Class 5.53% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 663,376 Percentage of Class 13.68% Class B Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 298,660 Percentage of Class 7.63% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin. 4800 Deer Lake Dr. East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 491,105 Percentage of Class 12.54% Class C First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 291,992 Percentage of Class 7.12% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 380,541 Percentage of Class 9.27% MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 680,384 Percentage of Class 16.58%
E-33
Name and Address of Beneficial Owner ------------------------------------ AMIF II - Minnesota Portfolio Class A Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 617,563 Percentage of Class 9.29% Jas & Co. C/o Bremer Trust P.O. Box 986 St. Cloud, MN 56302-0986 Amount of Ownership 704,233 Percentage of Class 10.60% Class B MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin. 4800 Deer Lake Dr. East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 88,613 Percentage of Class 6.04% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 227,468 Percentage of Class 15.51% Class C Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 244,190 Percentage of Class 14.57% MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 507,351 Percentage of Class 30.28% AMIF II - New Jersey Portfolio Class A Citigroup Global Markets House Account ATTN: Cindy Tempesta 333 W. 34th Street, Floor 3 New York, NY 10001-2402 Amount of Ownership 505,252 Percentage of Class 6.41%
Name and Address of Beneficial Owner ------------------------------------ MLPF&S For the Sole Benefit of its Customers ATTN: Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 684,176 Percentage of Class 8.67% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 873,075 Percentage of Class 11.07% First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 1,275,414 Percentage of Class 16.17% Class B MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin. 4800 Deer Lake Dr. East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 510,203 Percentage of Class 8.04% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 679,958 Percentage of Class 10.71% First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glenn Allen, VA 23060-9245 Amount of Ownership 1,312,202 Percentage of Class 20.67% Class C Citigroup Global Markets House Account Attn. Cindy Tempesta 333 W. 34th Street Floor 3 New York, NY 10001-2402 Amount of Ownership 290,566 Percentage of Class 7.96%
E-34
Name and Address of Beneficial Owner ------------------------------------ First Clearing LLC Special Custody Acct for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 591,793 Percentage of Class 16.22% MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 999,239 Percentage of Class 27.38% AMIF II - Ohio Portfolio Class A MLPF&S For the Sole Benefit of its Customers ATTN: Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 504,402 Percentage of Class 6.09% First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 625,643 Percentage of Class 7.55% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 921,235 Percentage of Class 11.12% Class B First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 520,265 Percentage of Class 9.11% MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 619,676 Percentage of Class 10.85%
Name and Address of Beneficial Owner ------------------------------------ Class C Citigroup Global Markets House Account Attn. Cindy Tempesta 333 W. 34th Street Floor 3 New York, NY 10001-2402 Amount of Ownership 259,183 Percentage of Class 5.48% First Clearing LLC Special Custody Acct for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 552,500 Percentage of Class 11.69% MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 1,142,607 Percentage of Class 24.17% AMIF II - Pennsylvania Portfolio Class A Citigroup Global Markets House Account ATTN: Cindy Tempesta 333 W. 34th Street, Floor 3 New York, NY 10001-2402 Amount of Ownership 427,047 Percentage of Class 5.79% MLPF&S For the Sole Benefit of its Customers ATTN: Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 493,127 Percentage of Class 6.69% First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 832,938 Percentage of Class 11.30% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 1,650,612 Percentage of Class 22.39%
E-35
Name and Address of Beneficial Owner ------------------------------------ Class B MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin. 4800 Deer Lake Dr. East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 283,103 Percentage of Class 6.85% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 508,709 Percentage of Class 12.31% First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glenn Allen, VA 23060-9245 Amount of Ownership 1,111,360 Percentage of Class 26.90% Class C First Clearing LLC Special Custody Acct for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 326,016 Percentage of Class 9.96% MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 1,259,816 Percentage of Class 38.51% AMIF II - Virginia Portfolio Class A Dean Witter Reynolds ATTN: Mutual Fund Operations 2 Harborside Plaza, 2nd Floor Jersey City, NJ 07311 Amount of Ownership 422,719 Percentage of Class 5.32% Legg Mason Wood Walker Inc. Special Custody Account FBO Customers P.O. Box 1476 Baltimore, MD 21203-1476 Amount of Ownership 422,587 Percentage of Class 5.32%
Name and Address of Beneficial Owner ------------------------------------ MLPF&S For the Sole Benefit of its Customers ATTN: Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 536,803 Percentage of Class 6.76% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 705,500 Percentage of Class 8.88% First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 1,124,359 Percentage of Class 14.16% Class B Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 472,983 Percentage of Class 10.49% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin. 4800 Deer Lake Dr. East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 502,243 Percentage of Class 11.14% First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glenn Allen, VA 23060-9245 Amount of Ownership 1,037,926 Percentage of Class 23.03% Class C MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 394,269 Percentage of Class 15.07%
E-36
Name and Address of Beneficial Owner ------------------------------------ First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 434,891 Percentage of Class 16.62% Legg Mason Wood Walker, Inc. Special Custody Account FBO Customers P.O. Box 1476 Baltimore, MD 21203-1476 Amount of Ownership 460,000 Percentage of Class 17.58% Real Estate Class A Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 407,896 Percentage of Class 7.26% MLPF&S For the Sole Benefit of its Customers ATTN: Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 544,582 Percentage of Class 9.70% Class B Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W. 34th Street Floor 3 New York, NY 10001-2402 Amount of Ownership 350,344 Percentage of Class 7.89% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 410,847 Percentage of Class 9.25% First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 438,241 Percentage of Class 9.87%
Name and Address of Beneficial Owner ------------------------------------ MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 836,783 Percentage of Class 18.84% Class C Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W. 34th Street Floor 3 New York, NY 10001-2402 Amount of Ownership 156,350 Percentage of Class 5.94% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 239,783 Percentage of Class 9.11% MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 1,022,328 Percentage of Class 38.85% Class R Alliance Capital Management LP Attn: Raymond Cardosi 1 North Lexington Avenue White Plains, NY 10601-1712 Amount of Ownership 527 Percentage of Class 99.03% Class K Alliance Capital Management LP Attn: Raymond Cardosi 1 North Lexington Avenue White Plains, NY 10601-1712 Amount of Ownership 527 Percentage of Class 99.03% Class I Alliance Capital Management LP ATTN: Raymond Cardosi 1 N. Lexington Ave. White Plains, NY 10601-1712 Amount of Ownership 527 Percentage of Class 100%
E-37
Name and Address of Beneficial Owner ------------------------------------ Advisor Class CollegeBound Fund Aggressive Growth Emphasis Age Based Portfolio 1996-1998 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 351,285 Percentage of Class 5.61% CollegeBound Fund Growth Emphasis Age Based Portfolio 1996-1998 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 364,228 Percentage of Class 5.82% CollegeBound Fund Aggressive Growth Emphasis Age Based Portfolio 1999-2001 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 392,643 Percentage of Class 6.27% CollegeBound Fund Growth Emphasis Age Based Portfolio 1993-1995 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 393,411 Percentage of Class 6.28% CollegeBound Fund CBF-Balanced Portfolio 529 Plan 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 403,671 Percentage of Class 6.45% CollegeBound Fund Growth Emphasis Age Based Portfolio 1999-2001 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 567,289 Percentage of Class 9.06% CollegeBound Fund CBF-Aggressive Growth Portfolio 529 Plan 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 998,613 Percentage of Class 15.95%
Name and Address of Beneficial Owner ------------------------------------ CollegeBound Fund CBF-Growth Portfolio 529 Plan 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 1,726,359 Percentage of Class 27.57% Global Value Class A MLPF&S For the Sole Benefit of its Customers ATTN: Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 128,377 Percentage of Class 5.28% Union Bank of California Trust Nominee George Little Mgmt. LLC 401K PSP P.O. Box 85484 San Diego, CA 92186-5484 Amount of Ownership 141,583 Percentage of Class 5.82% Union Bank of California Trust Nominee Sanford Bernstein FBO Cloverland Farms Dairy, Inc. Employees 401K PSP P.O. Box 85484 San Diego, CA 92186-5484 Amount of Ownership 287,370 Percentage of Class 11.81% Class B Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th Street, Floor 3 New York, NY 10001-2402 Amount of Ownership 62,174 Percentage of Class 5.64% First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glenn Allen, VA 23060-9245 Amount of Ownership 82,327 Percentage of Class 7.47%
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Name and Address of Beneficial Owner ------------------------------------ Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 134,533 Percentage of Class 12.21% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin. 4800 Deer Lake Dr. East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 166,113 Percentage of Class 15.08% Class C First Clearing LLC Special Custody Acct for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 29,283 Percentage of Class 5.29% Citigroup Global Markets House Account Attn. Cindy Tempesta 333 W. 34th Street Floor 3 New York, NY 10001-2402 Amount of Ownership 41,909 Percentage of Class 7.57% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 49,346 Percentage of Class 8.91% MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 109,855 Percentage of Class 19.84% Class R Alliance Capital Management LP Attn: Raymond Cardosi 1 North Lexington Avenue White Plains, NY 10601-1712 Amount of Ownership 775 Percentage of Class 99.02%
Name and Address of Beneficial Owner ------------------------------------ Class K Alliance Capital Management LP Attn: Raymond Cardosi 1 North Lexington Avenue White Plains, NY 10601-1712 Amount of Ownership 775 Percentage of Class 99.02% Class I Alliance Capital Management LP ATTN: Raymond Cardosi 1 N. Lexington Ave. White Plains, NY 10601-1712 Amount of Ownership 775 Percentage of Class 100% Advisor Class Sanford Bernstein & Co. LLC One North Lexington Avenue White Plains, NY 10601-1712 Amount of Ownership 659,664 Percentage of Class 5.64% Sanford Bernstein & Co. LLC One North Lexington Avenue White Plains, NY 10601-1712 Amount of Ownership 779,840 Percentage of Class 6.67% PIMS/Prudential Retirement as Nominee for the TTEE/Customer Plan 007 Alliance Capital Management 300 International Parkway, Ste 270 Heathrow, FL 32746-5028 Amount of Ownership 1,686,704 Percentage of Class 14.42% International Value Class A Dean Witter Reynolds ATTN: Mutual Fund Operations 2 Harborside Plaza, 2nd Floor Jersey City, NJ 07311 Amount of Ownership 2,860,411 Percentage of Class 5.75% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 3,977,878 Percentage of Class 7.99%
E-39
Name and Address of Beneficial Owner ------------------------------------ Charles Schwab & Co. Mutual Funds Department 101 Montgomery San Francisco, CA 94104-4122 Amount of Ownership 5,515,512 Percentage of Class 11.08% Class B Dean Witter Reynolds Attn: Mutual Fund Operations 2 Harborside Plaza, 2nd Floor Jersey City, NJ 07311 Amount of Ownership 581,823 Percentage of Class 5.50% Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th Street, Floor 3 New York, NY 10001-2402 Amount of Ownership 836,726 Percentage of Class 7.91% First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glenn Allen, VA 23060-9245 Amount of Ownership 904,608 Percentage of Class 8.55% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 1,503,640 Percentage of Class 14.22% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin. 4800 Deer Lake Dr. East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 1,612,029 Percentage of Class 15.24% Class C Legg Mason Wood Walker Inc. Special Custody Account FBO Customers P.O. Box 1476 Baltimore, MD 21203-1476 Amount of Ownership 874,640 Percentage of Class 5.60%
Name and Address of Beneficial Owner ------------------------------------ Dean Witter Reynolds Attn. Mutual Funds Opers 2 Harborside Plaza, 2nd Floor Jersey City, NJ 07311 Amount of Ownership 912,489 Percentage of Class 5.84% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 1,053,578 Percentage of Class 6.75% Citigroup Global Markets House Account Attn. Cindy Tempesta 333 W. 34th Street Floor 3 New York, NY 10001-2402 Amount of Ownership 1,242,260 Percentage of Class 7.95% MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 4,854,821 Percentage of Class 31.09% Class R Bremer Trust Luekens Food Stores Inc. 401 K Plan Attn: Trust Operations FRPS P.O. Box 986 Saint Cloud, MN 56302-0986 Amount of Ownership 7,272 Percentage of Class 5.21% Reliance Trust Company Cust FBO Southeastern Retina Association P.O. Box 48529 Atlanta, GA 30262-1529 Amount of Ownership 8,899 Percentage of Class 6.37% Merrill Lynch Attn: Fund Admin. 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 97,792 Percentage of Class 70.02%
E-40
Name and Address of Beneficial Owner ------------------------------------ Class K NFS LLC FEBO Gelco Companies 401K & PSP Reliance Trust Co. TTEE 1745 Salem Industrial Dr., NE Salem, OR 97303-4240 Amount of Ownership 313 Percentage of Class 17.86% Alliance Capital Management LP ATTN: Raymond Cardosi 1 N. Lexington Ave. White Plains, NY 10601-1712 Amount of Ownership 583 Percentage of Class 33.28% NFS LLC FEBO Douglas Davison Buck, Davison, Aldrich TTEES 1011 Commercial St, NE, Ste. 120 Salem, OR 97301-1036 Amount of Ownership 856 Percentage of Class 48.85% Class I Sanford Bernstein & Co. LLC 1 N. Lexington Ave. White Plains, NY 10601-1712 Amount of Ownership 373,886 Percentage of Class 5.06% Sanford Bernstein & Co. LLC 1 N. Lexington Ave. White Plains, NY 10601-1712 Amount of Ownership 985,598 Percentage of Class 13.33% Sanford Bernstein & Co. LLC 1 N. Lexington Ave. White Plains, NY 10601-1712 Amount of Ownership 1,367,938 Percentage of Class 18.51% Sanford Bernstein & Co. LLC 1 N. Lexington Ave. White Plains, NY 10601-1712 Amount of Ownership 3,388,786 Percentage of Class 45.85% Advisor Class CollegeBound Fund Growth Emphasis Age Based Portfolio 1999-2001 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 3,593,176 Percentage of Class 5.14%
Name and Address of Beneficial Owner ------------------------------------ CollegeBound Fund CBF-Aggressive Growth Portfolio 529 Plan 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 4,733,752 Percentage of Class 6.78% Merrill Lynch Attn: Fund Admin. 4800 Deer Lake Drive E 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 4,861,289 Percentage of Class 6.96% Citigroup Global Markets 333 W. 34th Street Floor 3 New York, NY 10001-2402 Amount of Ownership 5,065,226 Percentage of Class 7.25% CollegeBound Fund CBF-Growth Portfolio 529 Plan 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 8,178,129 Percentage of Class 11.71% Small/Mid Cap Value Class A Charles Schwab & Co. For the Exclusive Benefit of Customers Mutual Fund Operations 101 Montgomery Street San Francisco, CA 94104-4122 Amount of Ownership 1,313,698 Percentage of Class 5.42% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 3,528,166 Percentage of Class 14.55% Class B First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glenn Allen, VA 23060-9245 Amount of Ownership 1,115,963 Percentage of Class 7.24%
E-41
Name and Address of Beneficial Owner ------------------------------------ MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin. 4800 Deer Lake Dr. East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 1,812,398 Percentage of Class 11.75% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 3,170,932 Percentage of Class 20.56% Class C Citigroup Global Markets House Account Attn. Cindy Tempesta 333 W. 34th Street Floor 3 New York, NY 10001-2402 Amount of Ownership 582,404 Percentage of Class 5.30% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 1,190,033 Percentage of Class 10.82% MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 2,387,082 Percentage of Class 21.71% Class R Merrill Lynch Attn: Fund Admin 4800 Deer Lake Dr. East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 5,879 Percentage of Class 5.71% Capital Bank & Trust Co Joseph Jingoli & Son, Inc. 401(K) Plan 8515 East Orchard Road, #2T2 Greenwood Village, CO 80111-5002 Amount of Ownership 7,882 Percentage of Class 7.66% MG Trust Trustee Lawrence Semiconductor Research Lab 700 17th Street, Suite 300 Denver, CO 80202-3531 Amount of Ownership 7,970 Percentage of Class 7.74%
Name and Address of Beneficial Owner ------------------------------------ Capital Bank & Trust Company Cust FBO USA 401(K) Plan S/D IRA C/O Planpremier/Fascorp 8515 East Orchard Road, #2T2 Greenwood Village, CO 80111-5002 Amount of Ownership 11,165 Percentage of Class 10.85% Capital Bank & Trust FBO United SO Bank Emp 401(K) PSP C/O Fascorp 8515 East Orchard Road, #2T2 Greenwood Village, CO 80111-5002 Amount of Ownership 11,266 Percentage of Class 10.94% Capital Bank & Trust Co FBO Ear, Nose and Throat, Ltd. PSP Plan C/O Planpremier/Fascorp 8515 East Orchard Road, #2T2 Greenwood Village, CO 80111-5002 Amount of Ownership 13,336 Percentage of Class 12.95% Capital Bank & Trust Company FBO Maine Rubber International 401(K) Retirement Savings Pl C/O Planpremier/Fascorp 8515 East Orchard Road, #2T2 Greenwood Village, CO 80111-5002 Amount of Ownership 18,704 Percentage of Class 18.17% Class K Alliance Capital Management LP Attn: Raymond Cardosi 1 North Lexington Avenue White Plains, NY 10601-1712 Amount of Ownership 595 Percentage of Class 99.02% Class I Alliance Capital Management LP ATTN: Raymond Cardosi 1 N. Lexington Ave. White Plains, NY 10601-1712 Amount of Ownership 595 Percentage of Class 100% Advisor Class CollegeBound Fund Age Based Portfolio 1999-2001 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 1,242,241 Percentage of Class 5.88%
E-42
Name and Address of Beneficial Owner ------------------------------------ CollegeBound Fund Growth Emphasis Age Based Portfolio 1999-2001 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 1,794,489 Percentage of Class 8.49% CollegeBound Fund CBF-Aggressive Growth Portfolio 529 Plan 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 1,895,430 Percentage of Class 8.97% CollegeBound Fund CBF-AllianceBernstein Small Cap Customized Allocation 529 Plan 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 1,900,459 Percentage of Class 8.99% CollegeBound Fund CBF-Growth Portfolio 529 Plan 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 4,912,975 Percentage of Class 23.24% Value Class A MLPF&S For the Sole Benefit of its Customers ATTN: Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 1,119,876 Percentage of Class 6.64% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 3,104,843 Percentage of Class 18.40% Class B Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th Street, Floor 3 New York, NY 10001-2402 Amount of Ownership 774,343 Percentage of Class 5.84%
Name and Address of Beneficial Owner ------------------------------------ First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glenn Allen, VA 23060-9245 Amount of Ownership 1,046,886 Percentage of Class 7.89% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 1,965,224 Percentage of Class 14.82% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin. 4800 Deer Lake Dr. East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 2,962,682 Percentage of Class 22.34% Class C Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 685,030 Percentage of Class 8.61% Citigroup Global Markets House Account Attn. Cindy Tempesta 333 W. 34th Street Floor 3 New York, NY 10001-2402 Amount of Ownership 698,300 Percentage of Class 8.78% MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 2,238,311 Percentage of Class 28.14% Class R Reliance Trust Co Cust FBO Shelor Motor Mile P.O. Box 48529 Atlanta, GA 30362-1529 Amount of Ownership 17,673 Percentage of Class 30.07% Merrill Lynch Attn: Fund Admin 4800 Deer Lake Dr. East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 38,829 Percentage of Class 66.06%
E-43
Name and Address of Beneficial Owner ------------------------------------ Class K Alliance Capital Management LP Attn: Raymond Cardosi 1 North Lexington Avenue White Plains, NY 10601-1712 Amount of Ownership 779 Percentage of Class 99.02% Class I Mercer Trust Co. TTEE FBO Thomson 401K Savings Plan 1 Investors Way Norwood, MA 02062-1599 Amount of Ownership 2,296,328 Percentage of Class 99.97% Advisor Class CollegeBound Fund CBF-Balanced Portfolio 529 Plan 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 2,511,546 Percentage of Class 5.03% CollegeBound Fund Growth Emphasis Age Based Portfolio 1999-2001 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 2,952,626 Percentage of Class 5.91% CollegeBound Fund AllianceBernstein Value Fund Customized Allocation 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 3,352,473 Percentage of Class 6.71% CollegeBound Fund CBF-Growth Portfolio 529 Plan 500 Plaza Drive Secaucus, NJ 07094-3619 Amount of Ownership 5,369,820 Percentage of Class 10.75% Utility Income Class A MLPF&S For the Sole Benefit of its Customers ATTN: Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 275,019 Percentage of Class 6.05%
Name and Address of Beneficial Owner ------------------------------------ Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 574,028 Percentage of Class 12.64% Class B First Clearing LLC Special Custody Acct for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 527,626 Percentage of Class 7.91% Pershing LLC PO Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 781,406 Percentage of Class 11.71% MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 1,462,883 Percentage of Class 21.92% Class C Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 158,021 Percentage of Class 6.16% Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W. 34th Street Floor 3 New York, NY 10001-2402 Amount of Ownership 202,275 Percentage of Class 7.89% MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 966,877 Percentage of Class 37.70% Class R Alliance Capital Management LP Attn: Raymond Cardosi 1 North Lexington Avenue White Plains, NY 10601-1712 Amount of Ownership 612 Percentage of Class 99.02%
E-44
Name and Address of Beneficial Owner ------------------------------------ Class K Alliance Capital Management LP Attn: Raymond Cardosi 1 North Lexington Avenue White Plains, NY 10601-1712 Amount of Ownership 612 Percentage of Class 99.02% Class I Alliance Capital Management LP ATTN: Raymond Cardosi 1 N. Lexington Ave. White Plains, NY 10601-1712 Amount of Ownership 612 Percentage of Class 100.00% Advisor Class Pershing LLC PO Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 24,287 Percentage of Class 16.72% Merrill Lynch Pierce Fenner & SM for the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 33,749 Percentage of Class 23.23% Balanced Wealth Class A Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 5,801,993 Percentage of Class 13.94% Class B Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W. 34th Street Floor 3 New York, NY 10001-2402 Amount of Ownership 1,328,425 Percentage of Class 5.94% First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 1,517,183 Percentage of Class 6.79%
Name and Address of Beneficial Owner ------------------------------------ MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 1,680,539 Percentage of Class 7.52% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 3,172,552 Percentage of Class 14.20% Class C Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 1,457,152 Percentage of Class 9.05% MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 5,114,978 Percentage of Class 31.76% Class R Reliance Trust Company Customer FBO Johnson Barrow Inc. 401K P.O. Box 48529 Atlanta, GA 30362-1529 Amount of Ownership 818 Percentage of Class 15.65% Alliance Capital Management LP Attn: Raymond Cardosi 1 North Lexington Avenue White Plains, NY 10601-1712 Amount of Ownership 910 Percentage of Class 17.42% Reliance Trust Company Customer FBO Shelor Motor Mile P.O. Box 48529 Atlanta, GA 30362-1529 Amount of Ownership 3,264 Percentage of Class 62.48% Class K Alliance Capital Management LP ATTN: Raymond Cardosi 1 N. Lexington Ave. White Plains, NY 10601-1712 Amount of Ownership 861 Percentage of Class 10.01%
E-45
Name and Address of Beneficial Owner ------------------------------------ MG Trust Co. Agent TTEE Frontier Trust Co. Thal-Mor Associates Retirement Pro. P.O. Box 10699 Fargo, ND 58106-0699 Amount of Ownership 7,737 Percentage of Class 89.89% Class I Alliance Capital Management LP ATTN: Raymond Cardosi 1 N. Lexington Ave. White Plains, NY 10601-1712 Amount of Ownership 861 Percentage of Class 99.02% Advisor Class Merrill Lynch Attn: Fund Admin 4800 Deer Lake Drive East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 486,492 Percentage of Class 11.16% Trust for Profit Sharing Plan for Employees of Alliance Capital Management L.P. Plan A Attn: Diana Marotta, Floor 31 1345 Avenue of Americas New York, New York 10105 Amount of Ownership 793,186 Percentage of Class 18.19% PIMS/Prudential Retirement as Nominee for the TTEE/Customer Plan 007 Alliance Capital Management 300 International Parkway, Ste 270 Heathrow, FL 32746-5028 Amount of Ownership 2,417,601 Percentage of Class 55.46% Growth Class A First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 1,764,126 Percentage of Class 5.83% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 1,977,650 Percentage of Class 6.53%
Name and Address of Beneficial Owner ------------------------------------ MLPF&S For the Sole Benefit of its Customers ATTN: Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 2,504,526 Percentage of Class 8.28% Citigroup Global Markets House Account ATTN: Cindy Tempesta 333 W. 34th Street, Floor 3 New York, NY 10001-2402 Amount of Ownership 2,766,322 Percentage of Class 9.14% Class B Dean Witter Reynolds ATTN: Mutual Fund Operations 2 Harborside Plaza, 2nd Floor Jersey City, NJ 07311 Amount of Ownership 1,310,582 Percentage of Class 5.69% First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 1,481,139 Percentage of Class 6.44% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 1,639,886 Percentage of Class 7.13% Merrill Lynch Mutual Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 2,466,594 Percentage of Class 10.72% Citigroup Global Markets House Account ATTN: Cindy Tempesta 333 W. 34th St., Floor 3 New York, NY 10001-2402 Amount of Ownership 2,606,331 Percentage of Class 11.32%
E-46
Name and Address of Beneficial Owner ------------------------------------ Class C Dean Witter Reynolds Attn. Mutual Funds Opers 2 Harborside Plaza, 2nd Floor Jersey City, NJ 07311 Amount of Ownership 464,310 Percentage of Class 5.76% First Clearing LLC Special Custody Acct for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 523,743 Percentage of Class 6.49% Citigroup Global Markets House Account Attn. Cindy Tempesta 333 W. 34th Street, Floor 3 New York, NY 10001-2402 Amount of Ownership 1,116,521 Percentage of Class 13.84% MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 1,722,690 Percentage of Class 21.36% Class R Alliance Capital Management LP Attn: Raymond Cardosi 1 North Lexington Avenue White Plains, NY 10601-1712 Amount of Ownership 304 Percentage of Class 33.31% Community Bank, NA DT FBO Seaview Technologies 401(K) PS Plan 6 Rhoads Dr., Suite 7 Utica, NY 13502-6317 Amount of Ownership 606 Percentage of Class 66.36% Class K Alliance Capital Management LP Attn: Raymond Cardosi 1 North Lexington Avenue White Plains, NY 10601-1712 Amount of Ownership 304 Percentage of Class 100.00%
Name and Address of Beneficial Owner ------------------------------------ Class I Alliance Capital Management LP ATTN: Raymond Cardosi 1 North Lexington Ave. White Plains, NY 10601-1712 Amount of Ownership 304 Percentage of Class 99.50% Advisor Class Merrill Lynch Mutual Fund Admin 4800 Deer Lake Drive, East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 53,991 Percentage of Class 5.49% PIMS/Prudential Retirement as Nominee for the TTEE/Customer Plan 007 Alliance Capital Management 300 International Parkway, Ste 270 Heathrow, FL 32746-5028 Amount of Ownership 377,173 Percentage of Class 38.34% Trust for Profit Sharing Plan for Employees of Alliance Capital Management L.P., Plan R Attn: Diana Marotta, Floor 31 1345 Avenue of Americas New York, NY 10105 Amount of Ownership 467,349 Percentage of Class 47.51% Tax-Managed Balanced Wealth Class A Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 2,160,543 Percentage of Class 18.00% Class B MLPF&S For the Sole Benefit of its Customers ATTN: Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 272,863 Percentage of Class 5.42% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 655,239 Percentage of Class 13.02%
E-47
Name and Address of Beneficial Owner ------------------------------------ Class C First Clearing LLC Special Custody Acct for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 224,571 Percentage of Class 5.99% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 383,095 Percentage of Class 10.22% MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 947,500 Percentage of Class 25.27% Advisor Class Wells Fargo Investments LLC 608 2nd Avenue, S. Floor 8 Minneapolis, MN 55402-1927 Amount of Ownership 22,719 Percentage of Class 6.08% Merrill Lynch Attn: Fund Admin 4800 Deer Lake Dr East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 27,427 Percentage of Class 7.34% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 36,885 Percentage of Class 9.87% Richard C. Galiardo 48 Lenox Road Summit, NJ 07901-3733 Amount of Ownership 40,599 Percentage of Class 10.86% Wells Fargo Investments LLC 608 2nd Avenue S, Floor 8 Minneapolis, MN 55402-1927 Amount of Ownership 58,092 Percentage of Class 15.54% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 111,309 Percentage of Class 29.78%
Name and Address of Beneficial Owner ------------------------------------ Tax-Managed Wealth Appreciation Class A Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 1,635,542 Percentage of Class 38.51% Class B MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 103,891 Percentage of Class 6.18% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 307,489 Percentage of Class 18.28% Class C Citigroup Global Markets House Account Attn. Cindy Tempesta 333 W. 34th Street Floor 3 New York, NY 10001-2402 Amount of Ownership 113,285 Percentage of Class 5.62% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 308,732 Percentage of Class 15.31% MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 612,862 Percentage of Class 30.39% Advisor Class Bonnie E. Orlowski & Frank P. Orlowski JTWROS 1623 Third Avenue #28F New York, NY 10128-3642 Amount of Ownership 17,693 Percentage of Class 6.83% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 42,312 Percentage of Class 16.34%
E-48
Name and Address of Beneficial Owner ------------------------------------ Merrill Lynch Attn: Fund Admin 4800 Deer Lake Dr. East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 123,001 Percentage of Class 47.49% Tax-Managed Wealth Preservation Class A MLPF&S For the Sole Benefit of its Customers ATTN: Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 317,186 Percentage of Class 5.12% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 1,023,222 Percentage of Class 16.53% Class B First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 304,408 Percentage of Class 8.02% MLPF&S For the Sole Benefit of its Customers ATTN: Fund Admin. 4800 Deer Lake Dr., East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 398,576 Percentage of Class 10.50% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 495,040 Percentage of Class 13.04% Class C Pershing LLC P.O. Box 2052 Jersey City, NY 07303-2052 Amount of Ownership 194,031 Percentage of Class 8.56%
Name and Address of Beneficial Owner ------------------------------------ MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 596,700 Percentage of Class 26.34% Advisor Class Raymond James & Associates Inc. FBO Mann Leona 880 Carillon Parkway St. Petersburg, FL 33716-1100 Amount of Ownership 36,456 Percentage of Class 9.32% Raymond James & Associates Inc. FBO Manning Trust 880 Carillon Parkway St. Petersburg, FL 33716-1100 Amount of Ownership 45,487 Percentage of Class 11.63% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 113,430 Percentage of Class 29.00% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 149,265 Percentage of Class 38.16% Wealth Appreciation Class A Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 2,902,640 Percentage of Class 14.65% Class B First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glenn Allen, VA 23060-9245 Amount of Ownership 736,926 Percentage of Class 6.10%
E-49
Name and Address of Beneficial Owner ------------------------------------ MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin. 4800 Deer Lake Dr. East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 789,005 Percentage of Class 6.54% Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th Street, Floor 3 New York, NY 10001-2402 Amount of Ownership 845,306 Percentage of Class 7.00% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 1,723,200 Percentage of Class 14.28% Class C Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 1,006,513 Percentage of Class 11.62% MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 2,499,192 Percentage of Class 28.85% Class R MG Trust Trustee Technology Architects, Inc. 700 17th Street, Suite 300 Denver, CO 80202-3531 Amount of Ownership 474 Percentage of Class 5.29% Reliance Trust Co Cust FBO Shelor Motor Mile P.O. Box 48529 Atlanta, GA 30362-1529 Amount of Ownership 500 Percentage of Class 5.58% Alliance Capital Management LP Attn: Raymond Cardosi 1 North Lexington Avenue White Plains, NY 10601-1712 Amount of Ownership 886 Percentage of Class 9.90%
Name and Address of Beneficial Owner ------------------------------------ MG Trust Trustee Lawrence Semiconductor Research Lab 700 17th Street, Ste 300 Denver, CO 80202-3531 Amount of Ownership 1,277 Percentage of Class 14.27% Reliance Trust Company Cust FBO Johnson Barrow Inc 401K P.O. Box 48529 Atlanta, GA 30362-1529 Amount of Ownership 1,374 Percentage of Class 15.36% MG Trust Trustee Emclay Enterprises Inc. 700 17th Street, Ste 300 Denver, CO 80202-3531 Amount of Ownership 1,774 Percentage of Class 19.82% MG Trust Trustee Eastern Shipping Worldwide, Inc. 700 17th Street, Suite 300 Denver, CO 80202-3531 Amount of Ownership 2,590 Percentage of Class 28.94% Class K Alliance Capital Management LP Attn: Raymond Cardosi 1 North Lexington Avenue White Plains, NY 10601-1712 Amount of Ownership 820 Percentage of Class 99.02% Class I Alliance Capital Management LP ATTN: Raymond Cardosi 1 N. Lexington Ave. White Plains, NY 10601-1712 Amount of Ownership 820 Percentage of Class 100% Advisor Class Merrill Lynch Attn: Fund Admin 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 425,733 Percentage of Class 5.14% Trust for Profit Sharing Plan for Employees of Alliance Capital Management L.P. Plan A Attn: Diana Marotta, Floor 31 New York, New York 10105 Amount of Ownership 1,805,485 Percentage of Class 21.80%
E-50
Name and Address of Beneficial Owner ------------------------------------ PIMS/Prudential Retirement as Nominee for the TTEE/Customer Plan 007 Alliance Capital Management 300 International Parkway, Ste 270 Heathrow, FL 32746-5028 Amount of Ownership 5,350,735 Percentage of Class 64.61% Wealth Preservation Class A Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 2,614,301 Percentage of Class 18.18% Class B Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W. 34th Street Floor 3 New York, NY 10001-2402 Amount of Ownership 461,109 Percentage of Class 6.07% First Clearing LLC Special Custody Acct. for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 506,718 Percentage of Class 6.67% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 977,056 Percentage of Class 12.86% Class C First Clearing LLC Special Custody Acct for the Exclusive Benefit of Customer 10750 Wheat First Dr. Glen Allen, VA 23060-9245 Amount of Ownership 387,971 Percentage of Class 5.53% Dean Witter Reynolds Attn. Mutual Funds Opers 2 Harborside Plaza, 2nd Floor Jersey City, NJ 07311 Amount of Ownership 430,370 Percentage of Class 6.14%
Name and Address of Beneficial Owner ------------------------------------ Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 Amount of Ownership 890,562 Percentage of Class 12.70% MLPF&S For the Sole Benefit of its Customers Attn. Fund Admin. 4800 Deer Lake Dr. East 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 1,274,811 Percentage of Class 18.18% Class R MG Trust Trustee Mosebach Funt Dayton & Duckworth 700 17th Street, Ste 300 Denver, CO 80202-3531 Amount of Ownership 6,994 Percentage of Class 8.31% Reliance Trust Company FBO Knoxville Eye Surgery C 401K P.O. Box 48529 Atlanta, GA 30362-1529 Amount of Ownership 76,055 Percentage of Class 90.34% Class K Alliance Capital Management LP ATTN: Raymond Cardosi 1 N. Lexington Ave. White Plains, NY 10601-1712 Amount of Ownership 911 Percentage of Class 12.11% MG Trust Co. Agent TTEE Frontier Trust Co. Thal-Mor Associates Retirement Pro. P.O. Box 10699 Fargo, ND 58106-0699 Amount of Ownership 6,599 Percentage of Class 87.77% Class I Alliance Capital Management LP ATTN: Raymond Cardosi 1 N. Lexington Ave. White Plains, NY 10601-1712 Amount of Ownership 911 Percentage of Class 100%
E-51
Name and Address of Beneficial Owner ------------------------------------ Advisor Class Merrill Lynch Attn: Fund Admin 4800 Deer Lake Dr. East, 2nd Floor Jacksonville, FL 32246-6484 Amount of Ownership 105,435 Percentage of Class 6.15% Trust for Profit Sharing Plan for Employees of Alliance Capital Management L.P. Plan A ATTN: Diana Marotta, Floor 31 1345 Avenue of the Americas New York, NY 10105 Amount of Ownership 349,488 Percentage of Class 20.40% PIMS/Prudential Retirement As Nominee for the TTEE/CUST PL 007 Alliance Capital Management 300 International Parkway, Suite 270 Heathrow, FL 32746-5028 Amount of Ownership 1,030,977 Percentage of Class 60.17%
E-52 THE ALLIANCEBERNSTEIN FUNDS [LOGO] ALLIANCEBERNSTEIN (R) Investment Research and Management Alliance Capital Management L.P. - -------------------------------------------------------------------------------- NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT September 6, 2005 FORM OF PROXY ALLIANCEBERNSTEIN FUNDS PROXY JOINT ANNUAL MEETING OF STOCKHOLDERS TO BE HELD NOVEMBER 15, 2005 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARDS OF DIRECTORS AND BOARDS OF TRUSTEES OF THE ALLIANCEBERNSTEIN FUNDS. The undersigned hereby appoints Christina A. Morse and Carol H. Rappa, or either of them, as proxies for the undersigned, with full power of substitution in each of them, to attend the Joint Annual Meeting of Stockholders (the "Meeting") of the AllianceBernstein Funds listed below (each a "Fund", and collectively, the "Funds") to be held at 3:00 p.m., Eastern Time, on November 15, 2005 at the offices of the AllianceBernstein Funds, 1345 Avenue of the Americas, 39th Floor, New York, New York 10105, and any postponements or adjournments thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at the Meeting and otherwise to represent the undersigned at the Meeting with all powers possessed by the undersigned if personally present at such Meeting. The undersigned hereby acknowledges receipt of the Notice of Joint Annual Meeting of Stockholders and accompanying Proxy Statement (the time of each Meeting is incorporated by reference herein), revokes any proxy heretofore given with respect to such Meeting and hereby instructs said proxies to vote said shares as indicated on the reverse side hereof. The votes entitled to be cast by the undersigned will be cast as instructed below. If this Proxy is executed but no instruction is given, the votes entitled to be cast by the undersigned will be cast "FOR" each of the nominees for director and "FOR" each of the other proposals as described in the Proxy Statement. Additionally, the votes entitled to be cast by the undersigned will be cast in the discretion of the Proxy holder on any other matter that may properly come before the Meeting or any adjournment or postponement thereof. VOTE VIA THE INTERNET: https://vote.proxy-direct.com VOTE VIA THE TELEPHONE: 1-866-290-1383 Please vote, date, sign and return this proxy card promptly if you are not voting via the internet or by telephone. You may use the enclosed envelope. Note: Please sign exactly as name(s) appear(s) on the records of a Fund. Joint owners should each sign personally. Trustees and other representatives should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation or another entity, the signature should be that of an authorized officer who should state his or her full title. _________________________________________ Stockholder sign here _________________________________________ Co-owner sign here _________________________________________ Date ABF_15610 ALLIANCEBERNSTEIN FUNDS AllianceBernstein Americas AllianceBernstein Greater China AllianceBernstein Municipal Income Fund II Government Income Trust '97 Fund, Inc. - Arizona Portfolio AllianceBernstein Balanced Shares, AllianceBernstein Growth and - Florida Portfolio Inc. Income Fund, Inc. - Massachusetts Portfolio - Michigan Portfolio AllianceBernstein Blended Styles AllianceBernstein High Yield - Minnesota Portfolio Series, Inc. Fund, Inc. - New Jersey Portfolio - - U.S. Large Cap Portfolio - Ohio Portfolio - Pennsylvania Portfolio AllianceBernstein Bond Fund, Inc. AllianceBernstein Institutional - Virginia Portfolio Funds, Inc. - - AllianceBernstein Corporate - AllianceBernstein Premier Bond Portfolio Growth Institutional Fund - - AllianceBernstein Quality Bond - AllianceBernstein Real Estate Portfolio Investment Institutional Fund The AllianceBernstein Portfolios - - AllianceBernstein U.S. - AllianceBernstein Growth Fund Government Portfolio AllianceBernstein International - AllianceBernstein Growth Fund, Inc. Wealth Preservation Strategy AllianceBernstein Cap Fund, Inc. - AllianceBernstein Tax-Managed - - AllianceBernstein AllianceBernstein International Wealth Preservation Strategy Small Cap Growth Portfolio Research Growth Fund, Inc. - AllianceBernstein Balanced Wealth Strategy AllianceBernstein Emerging Market AllianceBernstein Large Cap - AllianceBernstein Tax-Managed Debt Fund, Inc. Growth Fund, Inc. Balanced Wealth Strategy - AllianceBernstein Wealth Appreciation AllianceBernstein Exchange Reserves AllianceBernstein Mid-Cap Growth Strategy Fund, Inc. - Alliance Bernstein Tax-Managed Wealth AllianceBernstein Focused Growth & Appreciation Strategy Income Fund, Inc. AllianceBernstein Multi-Market Strategy Trust, Inc. AllianceBernstein Real Estate AllianceBernstein Global Health Investment Fund, Inc. Care Fund, Inc. AllianceBernstein Municipal Income Fund, Inc. AllianceBernstein Trust AllianceBernstein Global Research - California Portfolio - AllianceBernstein Value Fund Growth Fund, Inc. - Insured California Portfolio - AllianceBernstein Small/Mid Cap Value Fund - Insured National Portfolio - AllianceBernstein International Value Fund AllianceBernstein Global Strategic - National Portfolio - AllianceBernstein Global Value Fund Income Trust, Inc. - New York Portfolio AllianceBernstein Utility Income Fund, Inc. AllianceBernstein Global Technology Fund, Inc.
PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:[_] [_] To vote FOR all proposals for all Funds mark this box. No other vote is necessary. For Withhold For All All All Except 1. To elect Directors / / / / / / for all funds except AllianceBernstein Greater China '97 Fund, Inc.: 01. Ruth Block 05. William H. Foulk, Jr. 02. David H. Dievler 06. D. James Guzy 03. John H. Dobkin 07. Marc O. Mayer 04. Michael J. Downey 08. Marshall C. Turner, Jr. To withhold authority to vote for any individual, mark the box "FOR ALL EXCEPT" and write the nominee's number on the line provided. __________________________ For Withhold For All All All Except 1. To elect Directors for / / / / / / AllianceBernstein Greater China '97 Fund, Inc.: 09. David H. Dievler 10. William H. Foulk, Jr. To withhold authority to vote for either individual, mark the box "FOR ALL EXCEPT" and write the nominee's number on the line provided.___________________ For Against Abstain 2. To approve the amendment and / / / / / / restatement of the Charter of each Fund that is a Maryland corporation, which will repeal in their entirety all currently existing charter provisions and substitute in lieu thereof new provisions set forth in the Form of Articles of Amendment and Restatement attached to the Proxy Statement as Appendix D. All Funds except AllianceBernstein Exchange Reserves; AllianceBernstein Trust - All Funds; AllianceBernstein Municipal Income Fund II - All Portfolios; and The AllianceBernstein Portfolios - All Funds For Against Abstain 3. To approve the amendment, / / / / / / elimination, or reclassification as non-fundamental of the fundamental investment policies regarding: For Against Abstain 3.a. Diversification. / / / / / / All Funds except AllianceBernstein Americas Government Income Trust, Inc.; AllianceBernstein Emerging Market Debt Fund, Inc.; AllianceBernstein Greater China '97 Fund, Inc.; AllianceBernstein Global Strategic Income Trust, Inc.; AllianceBernstein Municipal Income Fund, Inc. - California Portfolio, Insured California Portfolio, and New York Portfolio; AllianceBernstein Municipal Income Fund II - All Portfolios; and AllianceBernstein Multi-Market Strategy Trust, Inc. For Against Abstain 3.b. Issuing Senior Securities / / / / / / and Borrowing Money. All Funds except AllianceBernstein International Growth Fund, Inc.; and AllianceBernstein International Research Growth Fund, Inc. For Against Abstain 3.c. Underwriting Securities. / / / / / / All Funds except AllianceBernstein Americas Government Income Trust, Inc.; AllianceBernstein Emerging Market Debt Fund, Inc.; AllianceBernstein Greater China `97 Fund, Inc.; AllianceBernstein Global Health Care Fund, Inc.; AllianceBernstein Global Strategic Income Trust, Inc.; AllianceBernstein International Growth Fund, Inc.; AllianceBernstein Multi-Market Strategy Trust, Inc.; and The AllianceBernstein Portfolios - AllianceBernstein Balanced Wealth Strategy, AllianceBernstein Wealth Appreciation Strategy, AllianceBernstein Wealth Preservation Strategy, and AllianceBernstein Tax-Managed Wealth Appreciation Strategy For Against Abstain 3.d. Concentration of Investments. / / / / / / All Funds except AllianceBernstein International Growth Fund, Inc.; and AllianceBernstein International Research Growth Fund, Inc. For Against Abstain 3.e. Real Estate and Companies / / / / / / that Deal in Real Estate. All Funds except AllianceBernstein International Growth Fund, Inc.; and AllianceBernstein International Research Growth Fund, Inc. For Against Abstain 3.f. Commodity Contracts and / / / / / / Futures Contracts. All Funds except AllianceBernstein International Growth Fund, Inc.; and AllianceBernstein International Research Growth Fund, Inc. For Against Abstain 3.g. Loans. / / / / / / All Funds For Against Abstain 3.h. Joint Securities Trading / / / / / / Accounts. AllianceBernstein Americas Government Income Trust, Inc.; AllianceBernstein Bond Fund, Inc. - Corporate Bond Portfolio, and U.S. Government Portfolio; AllianceBernstein Cap Fund, Inc. - Small Cap Growth Portfolio; AllianceBernstein Emerging Market Debt Fund, Inc.; AllianceBernstein Greater China `97 Fund, Inc.; AllianceBernstein Global Strategic Income Trust, Inc.; AllianceBernstein Institutional Funds, Inc.- AllianceBernstein Real Estate Investment Institutional Fund; AllianceBernstein Large Cap Growth Fund, Inc.; AllianceBernstein Municipal Income Fund, Inc. - California Portfolio, Insured National Portfolio, National Portfolio, and New York Portfolio; AllianceBernstein Municipal Income Fund II - All Portfolios; AllianceBernstein Multi-Market Strategy Trust, Inc.; AllianceBernstein Real Estate Investment Fund, Inc.; AllianceBernstein Utility Income Fund, Inc.; and The AllianceBernstein Portfolios - AllianceBernstein Growth Fund For Against Abstain 3.i. Exercising Control. / / / / / / All Funds except AllianceBernstein Blended Styles Series, Inc. - U.S. Large Cap Portfolio; AllianceBernstein Bond Fund, Inc. - AllianceBernstein Quality Bond Portfolio; AllianceBernstein Global Research Growth Fund, Inc.; AllianceBernstein High Yield Fund, Inc.; AllianceBernstein International Growth Fund, Inc.; AllianceBernstein International Research Growth Fund, Inc.; AllianceBernstein Mid-Cap Growth Fund, Inc.; AllianceBernstein Municipal Income Fund, Inc. - All Portfolios; AllianceBernstein Municipal Income Fund II - All Portfolios; The AllianceBernstein Portfolios - AllianceBernstein Growth Fund, AllianceBernstein Tax-Managed Balanced Wealth Strategy, and AllianceBernstein Tax-Managed Wealth Preservation Strategy For Against Abstain 3.j. Other Investment Companies. / / / / / / AllianceBernstein Americas Government Income Trust, Inc.; AllianceBernstein Bond Fund, Inc. - AllianceBernstein Corporate Bond Portfolio, and AllianceBernstein U.S. Government Portfolio; AllianceBernstein Balanced Shares, Inc.; AllianceBernstein Emerging Market Debt Fund, Inc.; AllianceBernstein Exchange Reserves; AllianceBernstein Growth and Income Fund, Inc.; AllianceBernstein Global Research Growth Fund, Inc.; AllianceBernstein Large Cap Growth Fund, Inc.; AllianceBernstein Multi-Market Strategy Trust, Inc.; and AllianceBernstein Utility Income Fund, Inc. For Against Abstain 3.k. Oil, Gas, and Other / / / / / / Types of Mineral Leases. AllianceBernstein Americas Government Income Trust, Inc.; AllianceBernstein Bond Fund, Inc. - AllianceBernstein Corporate Bond Portfolio, and AllianceBernstein U.S. Government Portfolio; AllianceBernstein Balanced Shares, Inc.; AllianceBernstein Cap Fund, Inc. - Small Cap Growth Portfolio; AllianceBernstein Emerging Market Debt Fund, Inc.; AllianceBernstein Growth and Income Fund, Inc.; AllianceBernstein Global Strategic Income Trust, Inc.; AllianceBernstein Global Technology Fund, Inc.; AllianceBernstein Institutional Funds, Inc. - AllianceBernstein Real Estate Investment Institutional Fund; AllianceBernstein Large Cap Growth Fund, Inc.; AllianceBernstein Mid-Cap Growth Fund, Inc.; AllianceBernstein Multi-Market Strategy Trust, Inc.; AllianceBernstein Real Estate Investment Fund, Inc.; and AllianceBernstein Utility Income Fund, Inc. For Against Abstain 3.l. Purchases of Securities on / / / / / / Margin. All Funds except AllianceBernstein Trust - All Funds; AllianceBernstein Focused Growth and Income Fund, Inc.; AllianceBernstein Global Health Care Fund, Inc.; AllianceBernstein International Growth Fund, Inc; AllianceBernstein International Research Growth Fund, Inc.; and The AllianceBernstein Portfolios - All Funds For Against Abstain 3.m. Short Sales. / / / / / / All Funds except AllianceBernstein Blended Styles Series, Inc. - U.S. Large Cap Portfolio; AllianceBernstein Focused Growth and Income Fund, Inc.; AllianceBernstein Global Health Care Fund, Inc.; AllianceBernstein Global Research Growth Fund, Inc.; AllianceBernstein Global Technology Fund, Inc.; AllianceBernstein International Growth Fund, Inc.; AllianceBernstein International Research Growth Fund, Inc.; and The AllianceBernstein Portfolios - All Funds For Against Abstain 3.n. Pledging, Hypothecating, / / / / / / Mortgaging or Otherwise Encumbering Assets. All Funds except AllianceBernstein Bond Fund, Inc. - AllianceBernstein Quality Bond Portfolio, and AllianceBernstein U.S. Government Portfolio; AllianceBernstein High Yield Fund, Inc.; AllianceBernstein International Growth Fund, Inc; AllianceBernstein International Research Growth Fund, Inc.; The AllianceBernstein Portfolios - AllianceBernstein Tax-Managed Balanced Wealth Strategy, AllianceBernstein Growth Fund, and the AllianceBernstein Tax-Managed Wealth Preservation Strategy; and AllianceBernstein Utility Income Fund, Inc. For Against Abstain 3.o. Illiquid and Restricted / / / / / / Securities. AllianceBernstein Bond Fund, Inc. - AllianceBernstein Corporate Bond Portfolio; and AllianceBernstein Growth and Income Fund, Inc. For Against Abstain 3.p. Warrants. / / / / / / AllianceBernstein Americas Government Income Trust, Inc.; AllianceBernstein Bond Fund, Inc. - AllianceBernstein Corporate Bond Portfolio, and AllianceBernstein U.S. Government Portfolio; AllianceBernstein Balanced Shares, Inc.; AllianceBernstein Cap Fund, Inc. - Small Cap Growth Portfolio; AllianceBernstein Growth and Income Fund, Inc.; AllianceBernstein Large Cap Growth Fund, Inc.; AllianceBernstein Mid-Cap Growth Fund, Inc.; and AllianceBernstein Multi-Market Strategy Trust, Inc. For Against Abstain 3.q. Unseasoned Companies. / / / / / / AllianceBernstein Bond Fund, Inc. - AllianceBernstein Corporate Bond Portfolio; AllianceBernstein Balanced Shares, Inc; AllianceBernstein Exchange Reserves; AllianceBernstein Growth and Income Fund, Inc.; AllianceBernstein Large Cap Growth Fund, Inc.; and AllianceBernstein Mid-Cap Growth Fund, Inc. For Against Abstain 3.r. Requirement to Invest in / / / / / / Specific Investments. AllianceBernstein Americas Government Income Trust, Inc.; AllianceBernstein Balanced Shares, Inc., AllianceBernstein Global Technology Fund, Inc.; and AllianceBernstein Large Cap Growth Fund, Inc. For Against Abstain 3.s. 65% Investment Limitation. / / / / / / AllianceBernstein Bond Fund, Inc. - AllianceBernstein Corporate Bond Portfolio, and AllianceBernstein U.S. Government Portfolio; AllianceBernstein Municipal Income Fund, Inc. - Insured California Portfolio, and Insured National Portfolio; and AllianceBernstein Utility Income Fund, Inc. For Against Abstain 3.t. Securities of Issuers in which / / / / / / Officers, or Directors, or Partners Have an Interest. AllianceBernstein Bond Fund, Inc. - AllianceBernstein Corporate Bond Portfolio; AllianceBernstein Balanced Shares, Inc.; AllianceBernstein Cap Fund, Inc. - Small Cap Growth Portfolio; AllianceBernstein Exchange Reserves; AllianceBernstein Growth and Income Fund, Inc.; AllianceBernstein Large Cap Growth Fund, Inc.; and AllianceBernstein Mid-Cap Growth Fund, Inc. For Against Abstain 3.u. Purchasing or Selling / / / / / / Securities Through Interested Parties. AllianceBernstein Mid-Cap Growth Fund, Inc. For Against Abstain 3.v. Option Transactions. / / / / / / AllianceBernstein Americas Government Income Trust, Inc.; AllianceBernstein Cap Fund, Inc. - Small Cap Growth Portfolio; AllianceBernstein Exchange Reserves; AllianceBernstein Large Cap Growth Fund, Inc.; and AllianceBernstein Municipal Income Fund II - All Portfolios For Against Abstain 3.w. Purchasing Voting or Other / / / / / / Securities. AllianceBernstein Emerging Market Debt Fund, Inc.; AllianceBernstein Exchange Reserves; AllianceBernstein Mid-Cap Growth Fund, Inc.; and AllianceBernstein Utility Income Fund, Inc. For Against Abstain 3.x. Repurchase Agreements. / / / / / / AllianceBernstein Municipal Income Fund, Inc. - Insured California Portfolio For Against Abstain 3.y. Transactions Effected Through / / / / / / Affiliated Broker-Dealer. AllianceBernstein Large Cap Growth Fund, Inc. For Against Abstain 3.z. Special Meetings Called By / / / / / / Stockholders. AllianceBernstein Large Cap Growth Fund, Inc. For Against Abstain 3.z.1. Investment Grade Securities. / / / / / / AllianceBernstein Balanced Shares, Inc.; and AllianceBernstein Growth and Income Fund, Inc. For Against Abstain 4.a. Approval of the Reclassification / / / / / / of a Fund's Fundamental Investment Objective as Non-fundamental with no Changes to Investment Objective. AllianceBernstein Trust - All Funds; AllianceBernstein Global Research Growth Fund, Inc.; AllianceBernstein Global Strategic Income Trust, Inc., and AllianceBernstein Multi-Market Strategy Trust, Inc. 4.b. The Reclassification as Non-fundamental and Changes to Specific Funds' Investment Objectives. For Against Abstain 1. AllianceBernstein Americas Government Income Trust, Inc. / / / / / / 2. AllianceBernstein Bond Fund, Inc. - AllianceBernstein / / / / / / Corporate Bond Portfolio 3. AllianceBernstein Bond Fund, Inc. - AllianceBernstein / / / / / / Quality Bond Portfolio 4. AllianceBernstein Bond Fund, Inc. - AllianceBernstein / / / / / / U.S. Government Portfolio 5. AllianceBernstein Emerging Market Debt Fund, Inc. / / / / / / 6. AllianceBernstein High Yield Fund, Inc / / / / / / 7. AllianceBernstein Municipal Income Fund / / / / / / (All Portfolios except Insured California Portfolio) AllianceBernstein Municipal Income Fund II - / / / / / / All Portfolios 8. AllianceBernstein Municipal Income Fund / / / / / / Insured California Portfolio 9. AllianceBernstein Balanced Shares, Inc. / / / / / / 10. AllianceBernstein Cap Fund, Inc. - / / / / / / AllianceBernstein Small Cap Growth Portfolio 11. AllianceBernstein Focused Growth and Income Fund, Inc / / / / / / 12. AllianceBernstein Global Health Care Fund, Inc. / / / / / / 13. AllianceBernstein Growth and Income Fund, Inc. / / / / / / 14. AllianceBernstein Global Technology Fund, Inc. / / / / / / 15. AllianceBernstein Institutional Funds, Inc. - / / / / / / AllianceBernstein Real Estate Investment Institutional Fund, and AllianceBernstein Real Estate Investment Fund, Inc. / / / / / / 16. AllianceBernstein Large Cap Growth Fund, Inc. / / / / / / 17. AllianceBernstein Mid-Cap Growth Fund, Inc. / / / / / / 18. AllianceBernstein Utility Income Fund, Inc. / / / / / / 19. The AllianceBernstein Portfolios - / / / / / / AllianceBernstein Growth Fund
5. To vote and otherwise represent the undersigned on any other matter that may properly come before the meeting or any adjournment or postponement thereof in the discretion of the proxy holder(s). 00250.0451 #591823 EX-99 2 d599833_ex99-buckslip.txt [Graphic omitted] Every Voting Instruction is important! Provide voting instructions on the phone or Internet. It saves money! Telephone and Internet voting saves postage costs, which can help minimize expenses. It saves time! Telephone and Internet voting is instantaneous - 24 hours a day. It's easy! Just follow these simple steps: 1. Read your proxy statements and have it at hand. 2. Call toll-free 1-866-290-1383 or go to the website: https://vote.proxy-direct.com 3. Follow the recorder or on-screen directions. 4. Do not mail your voting instruction card when you vote by phone or internet. 00250.0451 #599883 -----END PRIVACY-ENHANCED MESSAGE-----