-----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, Lg/gWw0wcnz6hxv0LE03Vl33UfoLh0Bwbj/MonXkM59YGftkDvA70UialWqAUqpC PCIBD/Omfj4IxHwJ5K81iQ== 0000919574-10-005440.txt : 20100916 0000919574-10-005440.hdr.sgml : 20100916 20100916143602 ACCESSION NUMBER: 0000919574-10-005440 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101105 FILED AS OF DATE: 20100916 DATE AS OF CHANGE: 20100916 EFFECTIVENESS DATE: 20100916 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCEBERNSTEIN GREATER CHINA 97 FUND INC CENTRAL INDEX KEY: 0001038457 IRS NUMBER: 000000000 FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-08201 FILM NUMBER: 101075771 BUSINESS ADDRESS: STREET 1: ALLIANCEBERNSTEIN LP STREET 2: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 2129691000 MAIL ADDRESS: STREET 1: ALLIANCEBERNSTEIN L P STREET 2: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 FORMER COMPANY: FORMER CONFORMED NAME: ALLIANCE GREATER CHINA 97 FUND INC DATE OF NAME CHANGE: 19970506 0001038457 S000010075 ALLIANCEBERNSTEIN GREATER CHINA 97 FUND INC C000027892 Class A GCHAX C000027893 Class B GCHBX C000027894 Class C GCHCX C000027895 Advisor Class GCHYX DEF 14A 1 d1126816a_def-14a.txt 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 Greater China '97 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: - -------------------------------------------------------------------------------- SK 00250 0451 1126816 THE ALLIANCEBERNSTEIN FUNDS 1345 Avenue of the Americas, New York, New York 10105 Toll Free (800) 221-5672 September 21, 2010 Dear Stockholders: The Boards of Directors/Trustees (the "Directors") of the AllianceBernstein Funds listed in the accompanying Notice of Joint Annual Meeting of Stockholders (each, a "Fund" and, collectively, the "Funds") are pleased to invite you to the Joint Annual Meeting of Stockholders (the "Meeting") to be held on November 5, 2010. The accompanying Notice of Joint Annual Meeting of Stockholders and Proxy Statement present several proposals to be considered at the Meeting. At the Meeting, stockholders or shareholders (the "stockholders") of each Fund will be asked to elect Directors of that Fund. The stockholders of certain Funds are also being asked to approve one or more proposals specific to these Funds, as explained in the attached Proxy Statement. These proposals include amendments to the investment advisory agreements of certain Funds, updating and standardizing the governing documents of certain Funds, amending fundamental commodities policies of certain Funds, and reclassifying the investment objectives of certain Funds as non-fundamental. We believe that these amendments will benefit each Fund and its stockholders. The Directors have concluded that the proposals are in the best interests of each Fund and unanimously recommend that you vote "FOR" each of the proposals that apply to the Fund or Funds in which you hold shares. We welcome your attendance at the Meeting. If you are unable to attend, we encourage you to vote by proxy. Broadridge Financial Solutions, Inc. ("Broadridge"), a proxy solicitation firm, has been selected to assist stockholders in the proxy solicitation process. If we have not received your proxy as the date of the Meeting approaches, you may receive a telephone call from Broadridge reminding you to authorize the proxy holders to cast your votes. No matter how many shares you own, your vote is important. Sincerely, Robert M. Keith President QUESTIONS AND ANSWERS THE ALLIANCEBERNSTEIN FUNDS PROXY Q. WHY DID YOU SEND ME THIS BOOKLET? A. This booklet contains the Notice of Joint Annual Meeting of Stockholders (the "Notice") and Proxy Statement that provides you with information you should review before voting on the proposals that will be presented at the Annual Meeting of Stockholders (the "Meeting") for the AllianceBernstein Funds listed in the accompanying notice (each, a "Fund" and, collectively, the "Funds"). You are receiving these proxy materials because you either own shares of a Fund's stock or shares of beneficial interest in a Fund (we refer to both as "shares" and to the holders of shares as "stockholders"). As a stockholder, you have the right to vote for the election of Directors or Trustees of a Fund and on the various proposals concerning your investment in a Fund. Q. WHO IS ASKING FOR MY VOTE? A. The Board of Directors/Trustees of a Fund (each, a "Board" and, collectively the "Boards") is asking you to vote at the Meeting. In this Proxy Statement, we will refer to both Directors and Trustees, individually, as a "Director" or, collectively, as the "Directors." Details regarding the proposals are further explained in the Proxy Statement. A summary of the proposals is as follows: The first proposal is to elect Directors for each Fund. All Fund stockholders will be asked to vote on this proposal. We are also asking for your approval of several other proposals. As more fully explained in the Proxy Statement, not all of these proposals apply to each Fund. These proposals include the approval of: . Amendment of the investment advisory agreements for certain of the Funds; . Amendment of the Declarations of Trust for certain of the Funds that are organized as Massachusetts Business Trusts; . Amendment and Restatement of the Charters for certain of the Funds that are organized as Maryland corporations; . Amendment of the fundamental policies regarding commodities of certain of the Funds; and . Reclassification of certain of the Funds' fundamental investment objectives as non-fundamental. Q. HOW DO THE BOARDS RECOMMEND I VOTE? A. The Boards recommend that you vote FOR each of the nominees and FOR all proposals. Q. WHO IS ELIGIBLE TO VOTE? A. Stockholders of record at the close of business on September 9, 2010 (the "Record Date") are entitled to vote at the Meeting or any adjournment or postponement of the Meeting. You will be entitled to vote only on those proposals that apply to the Fund of which you were a stockholder on the Record Date. If you owned shares on the Record Date, you have the right to vote even if you later redeemed the shares. Q. WHAT ROLE DO THE BOARDS PLAY? A. The business and affairs of each Fund are managed under the direction of that Fund's Board. Each of the Directors has an obligation to act in what he or she believes to be the best interests of a Fund, including approving and recommending the proposals in the Proxy Statement. The background of each nominee for Director is described in the Proxy Statement. Q. WHY ARE THE BOARDS PROPOSING TO AMEND THE INVESTMENT ADVISORY AGREEMENTS OF CERTAIN FUNDS? A. The first proposed amendment relates to the calculation of the investment advisory fees for certain Funds. The standard investment advisory agreements between the Funds' adviser, AllianceBernstein L.P. (the "Adviser") and most of the Funds provide that the advisory fee rate is calculated as a percentage of average daily net assets. Certain of the Funds' agreements vary from this standard and provide that the fee rate is calculated as a percentage of net assets at the end of the preceding calendar quarter. We are proposing to amend the agreements that vary from the standard so that the agreements provide that the advisory fee rate will be calculated as a percentage of average daily net assets. This amendment would eliminate disparities between the contractual fee rate and the effective fee rate that result from the calculation of the fee rate as of the end of each preceding calendar quarter. The second proposed amendment relates to the reimbursement to the Adviser of its costs of providing certain administrative services to a Fund at the request of the Fund. The standard investment advisory agreements for the Funds provide for the reimbursement to the Adviser of these costs. One Fund's agreement does not include this provision. We are proposing to amend the agreement that varies from the standard agreements to provide for the reimbursement to the Adviser of these costs. Q. WHY ARE THE BOARDS PROPOSING THE AMENDMENT OF THE DECLARATIONS OF TRUST OF CERTAIN FUNDS THAT ARE ORGANIZED AS MASSACHUSETTS BUSINESS TRUSTS? A. Several of the Funds are organized under Massachusetts law as Massachusetts Business Trusts. Currently, the declarations of trust of certain of these Funds require a stockholder vote to amend the declarations, except in certain limited situations. We are proposing to amend the declarations to provide the Directors with broad authority to amend the declarations without a vote of stockholders. By allowing future amendments of a declaration without stockholder approval, this proposal removes limits on the Directors' authority to take actions that would benefit the Funds. In connection with this proposal, the Directors approved certain amendments to the declarations to take effect if stockholders approve the proposal. These amendments would eliminate stockholder votes on reorganization or merger, termination of a trust, and liquidation of a class or series, as applicable. These amendments are intended to enable the Directors to take actions that would be in the best interests of the Funds without the cost and delay of obtaining a stockholder vote. The Directors also approved certain other amendments to the declarations, as described in the Proxy Statement to improve the efficient management of the Funds. Q. WHY ARE THE BOARDS PROPOSING THE AMENDMENT AND RESTATEMENT OF THE CHARTER OF CERTAIN OF THE FUNDS THAT ARE ORGANIZED AS MARYLAND CORPORATIONS? A. Most of the Funds are organized under Maryland law. We are proposing the amendment and restatement of the charters of certain Funds that are Maryland corporations for your approval in order to modernize and standardize these documents and to facilitate more efficient management of the Funds by giving them greater flexibility as permitted under Maryland law. Q. WHY ARE THE BOARDS PROPOSING TO AMEND CERTAIN OF THE FUNDS' FUNDAMENTAL POLICIES REGARDING COMMODITIES? A. Certain policies are required by the federal law applicable to mutual funds to be fundamental, meaning they cannot be changed without a stockholder vote. We are proposing to amend the Funds' fundamental policies regarding commodities and adopt a more flexible policy that will reference applicable law. The proposed amendment is intended to clarify that the Funds may continue to be able to engage in current investment practices as approved by the Directors, regardless of changes in applicable law, including changes as a result of recent financial reform legislation. The revised policy will not change the way the Funds are managed. Q. WHY ARE THE BOARDS PROPOSING TO RECLASSIFY CERTAIN OF THE FUNDS' FUNDAMENTAL INVESTMENT OBJECTIVES? A. A Fund's investment objective is not required to be fundamental under applicable law. We propose the reclassification of certain Funds' fundamental investment objectives as non-fundamental, similar to most of the other Funds, to provide each Fund with the flexibility to respond to market changes by changing its investment objective without incurring the expense and delay of seeking a stockholder vote. The reclassification would permit a Fund to revise its investment objective in the event the Board determines that such a change would be in the best interests of the Fund in light of the facts and circumstances, including market conditions or trends. Any subsequent change in a Fund's investment objective would be subject to prior approval by the Board of that Fund. Stockholders will be given at least 60 days notice prior to the implementation of a material change in an investment objective. Q. WHY ARE THERE SO MANY PROPOSALS FOR MULTIPLE FUNDS IN ONE PROXY STATEMENT? A. The Funds are intended to offer a broad range of investment opportunities to investors and the Funds have over 3 million stockholders. We have included all of our proposals in one Proxy Statement to reduce costs. More tailored Proxy Statements would increase printing and mailing costs. We recognize that the Proxy Statement is lengthy and have endeavored to make it as simple and understandable as possible. One way to approach it is for you to identify your Fund below and, when reviewing Part I and Part II of the Proxy Statement, only read the proposals applicable to your Fund. Another way is for you to use the Proxy Card, which is included in the materials being sent to you, to identify the proposals applicable to your Fund and only read those parts of the Proxy Statement. Q. HOW CAN I AUTHORIZE PROXIES TO CAST MY VOTE? A. Please follow the instructions included on the enclosed Proxy Card. Q. WHAT IF I WANT TO REVOKE MY PROXY? A. You can revoke your proxy at any time prior to its exercise (i) by giving written notice to the Secretary of a Fund at 1345 Avenue of the Americas, New York, New York 10105, (ii) by authorizing a later-dated proxy (either by signing and submitting another proxy card or by calling (866) 451-3783) or (iii) by personally voting at the Meeting. Q. WHOM DO I CALL IF I HAVE QUESTIONS REGARDING THE PROXY? A. Please call (866) 451-3783 if you have questions. THE ALLIANCEBERNSTEIN FUNDS - -------------------------------------------------------------------------------- 1345 Avenue of the Americas, New York, New York 10105 Toll Free (800) 221-5672 - -------------------------------------------------------------------------------- NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS SCHEDULED FOR NOVEMBER 5, 2010 To the Stockholders of the AllianceBernstein Funds: Notice is hereby given that a Joint Annual Meeting of Stockholders (the "Meeting") of the AllianceBernstein Funds listed on the reverse side of this notice (individually, a "Fund", and, collectively, the "Funds"), will be held at the offices of the Funds, 1345 Avenue of the Americas, 41st Floor, New York, New York 10105, on November 5, 2010, at 3:00 p.m., Eastern Time, to consider and vote on the following proposals, all of which are more fully described in the accompanying Proxy Statement dated September 21, 2010: 1. The election of Directors or Trustees (both referred to herein as "Directors") for a Fund, each such Director to serve for a term of indefinite duration and until his or her successor is duly elected and qualifies. 2. The amendment of the Investment Advisory Agreements for certain of the Funds. 3. The amendment of the Declarations of Trusts for certain of the Funds that are organized as Massachusetts Business Trusts. 4. The amendment and restatement of the charters for certain of the Funds that are organized as Maryland corporations, which will repeal in their entirety all of the currently existing charter provisions and substitute in lieu thereof the new provisions set forth in the Form of Articles of Amendment and Restatement attached to the accompanying Proxy statement as Appendix C. 5. The amendment of certain of the Funds' fundamental policies regarding commodities. 6. The reclassification of certain of the Funds' fundamental investment objectives as non-fundamental. 7. To transact such other business as may properly come before the Meeting and any adjournments or postponements thereof. Any stockholder of record of a Fund at the close of business on September 9, 2010 is entitled to notice of, and to vote at, the Meeting or any postponement or adjournment thereof. The enclosed proxy is being solicited on behalf of the Board of Directors of each Fund. By Order of the Boards of Directors, Emilie D. Wrapp Secretary New York, New York September 21, 2010 - -------------------------------------------------------------------------------- YOUR VOTE IS IMPORTANT Please indicate your voting instructions on the enclosed Proxy Card, sign and date it, and return it in the envelope provided, which needs no postage if mailed in the United States. You may also, by telephone or through the Internet, authorize proxies to cast your vote. To do so, please follow the instructions on the enclosed Proxy Card. Your vote is very important no matter how many shares you own. Please mark and mail your proxy promptly in order to save the Funds any additional cost of further proxy solicitation and in order for the Meeting to be held as scheduled. - -------------------------------------------------------------------------------- AllianceBernstein(R) and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P. AllianceBernstein Balanced Shares, Inc. ("ABS") AllianceBernstein Growth and Income Fund, Inc. ("AGIF") AllianceBernstein Blended Style Series, Inc. ("ABSS") AllianceBernstein High Income Fund, Inc. - -U.S. Large Cap Portfolio ("AHIF") - -AllianceBernstein 2000 Retirement Strategy - -AllianceBernstein 2005 Retirement Strategy AllianceBernstein International Growth Fund, - -AllianceBernstein 2010 Retirement Strategy Inc. ("AIGF") - -AllianceBernstein 2015 Retirement Strategy - -AllianceBernstein 2020 Retirement Strategy AllianceBernstein Large Cap Growth Fund, Inc. - -AllianceBernstein 2025 Retirement Strategy ("ALCGF") - -AllianceBernstein 2030 Retirement Strategy - -AllianceBernstein 2035 Retirement Strategy AllianceBernstein Municipal Income Fund, Inc. - -AllianceBernstein 2040 Retirement Strategy ("AMIF") - -AllianceBernstein 2045 Retirement Strategy -California Portfolio - -AllianceBernstein 2050 Retirement Strategy -AllianceBernstein High Income Municipal - -AllianceBernstein 2055 Retirement Strategy Portfolio -National Portfolio AllianceBernstein Bond Fund, Inc. ("ABF") -New York Portfolio - -AllianceBernstein Intermediate Bond Portfolio - -AllianceBernstein Bond Inflation Strategy AllianceBernstein Municipal Income Fund II - -AllianceBernstein Multi-Asset Inflation Strategy ("AMIF II") - -AllianceBernstein Municipal Bond Inflation -Arizona Portfolio Strategy -Massachusetts Portfolio -Michigan Portfolio AllianceBernstein Cap Fund, Inc. ("ACF") -Minnesota Portfolio - -AllianceBernstein Small Cap Growth Portfolio -New Jersey Portfolio - -AllianceBernstein U.S. Strategic Research -Ohio Portfolio Portfolio -Pennsylvania Portfolio - -AllianceBernstein Market Neutral Strategy - -Virginia Portfolio U.S. - -AllianceBernstein Market Neutral Strategy - AllianceBernstein Small/Mid Cap Growth Global Fund, Inc. ("ASMCGF") AllianceBernstein Core Opportunities Fund, Inc. AllianceBernstein Trust ("ABT") ("ACOF") -AllianceBernstein Value Fund -AllianceBernstein Small/Mid Cap Value Fund AllianceBernstein Corporate Shares ("ACS") -AllianceBernstein International Value Fund - -AllianceBernstein Corporate Income Shares -AllianceBernstein Global Value Fund - -AllianceBernstein Municipal Income Shares - -AllianceBernstein Taxable Multi-Sector Income The AllianceBernstein Portfolios ("TAP") Shares -AllianceBernstein Growth Fund -AllianceBernstein Conservative Wealth AllianceBernstein Diversified Yield Fund, Inc. Strategy ("ADYF") -AllianceBernstein Tax-Managed Conservative Wealth Strategy AllianceBernstein Equity Income Fund, Inc. -AllianceBernstein Balanced Wealth Strategy ("AEIF") -AllianceBernstein Tax-Managed Balanced Wealth Strategy AllianceBernstein Exchange Reserves ("AEXR") -AllianceBernstein Wealth Appreciation Strategy AllianceBernstein Fixed-Income Shares, Inc. -AllianceBernstein Tax-Managed Wealth ("AFIS") Appreciation Strategy - -Government STIF Portfolio AllianceBernstein Global Bond Fund, Inc. ("AGBF") AllianceBernstein Global Growth Fund, Inc. ("AGGF") AllianceBernstein Global Real Estate Investment Fund, Inc. ("AGREIF") AllianceBernstein Global Thematic Growth Fund, Inc. ("AGTGF") AllianceBernstein Greater China '97 Fund, Inc. ("AGCF")
(the "AllianceBernstein Funds") TABLE OF CONTENTS
PAGE ---- Introduction............................................................. 1 Proposal One: Election of Directors...................................... 3 Proposal Two: Amendments to Investment Advisory Agreements for Certain Funds............................................................ 14 Proposal Three: Amendments to Declarations of Trust for Certain Funds Organized as Massachusetts Business Trusts............................... 18 Proposal Four: Amendment and Restatement of Charters for Certain Funds Organized as Maryland Corporations................................. 20 Proposal Five: Changes to Fundamental Policies Regarding Commodities.............................................................. 28 Proposal Six: Reclassification of Fundamental Investment Objectives of Certain Funds............................................................ 29 Independent Registered Public Accounting Firms........................... 29 Proxy Voting and Stockholder Meetings.................................... 36 Officers of the Funds.................................................... 38 Information as to the Investment Adviser, Administrator, and Distributor of the Funds............................................................. 39 Other Matters............................................................ 39 Stock Ownership.......................................................... 40 Submission of Proposals for Next Meeting of Stockholders................. 40 Reports to Stockholders.................................................. 40 Appendix A: Outstanding Voting Shares.................................... A-1 Appendix B: Additional Information Regarding Directors................... B-1 Appendix C: Copy of Model Charter........................................ C-1 Appendix D: Stock Ownership.............................................. D-1 Appendix E: Letter from Independent Registered Public Accounting Firm..................................................................... E-1
PROXY STATEMENT THE ALLIANCEBERNSTEIN FUNDS 1345 Avenue of the Americas New York, New York 10105 ----------------- JOINT ANNUAL MEETING OF STOCKHOLDERS November 5, 2010 ----------------- INTRODUCTION This is a combined Proxy Statement for the AllianceBernstein Funds listed in the accompanying Notice of Joint Annual Meeting of Stockholders (each a "Fund", and collectively, the "Funds"). The Boards of Directors/Trustees (each a "Board" and collectively, the "Boards") are soliciting proxies for a Joint Annual Meeting of Stockholders of each Fund (the "Meeting") to consider and vote on proposals that are being recommended by the Boards of their Funds. We refer to Directors or Trustees as, individually, a "Director" or collectively, the "Directors" for the purposes of this Proxy Statement. The Boards are sending you this Proxy Statement to ask for your vote on several proposals affecting your Fund. The Funds will hold the Meeting at the offices of the Funds, 1345 Avenue of the Americas, 41st Floor, New York, New York 10105, on November 5, 2010 at 3:00 p.m., Eastern Time. The solicitation will be made primarily by mail and may also be made by telephone or through the Internet. The solicitation cost will be borne by the Funds. AllianceBernstein L.P. is the investment adviser to the Funds (the "Adviser"). The Notice of Joint Annual Meeting of Stockholders, Proxy Statement, and Proxy Card are being mailed to stockholders on or about September 21, 2010. Any stockholder who owned shares of a Fund at the close of business on September 9, 2010 (the "Record Date") is entitled to notice of, and to vote at, the Meeting and any postponement or adjournment thereof. Each share is entitled to one vote. Important Notice Regarding Availability of Proxy Materials for the Stockholders' Meeting to be Held on Friday, November 5, 2010. This Proxy Statement is available on the Internet at www.alliancebernstein.com/abfundsproxy. We have divided the Proxy Statement into five main parts: Part I - Overview of the Boards' proposals. Part II - Discussion of each proposal and an explanation of why we are requesting that you approve each proposal. Part III - Information about the Funds' independent registered public accounting firms. Part IV - Additional information on proxy voting and stockholder meetings. Part V - Other information about the Funds.
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Part I--Overview of Proposals As a stockholder of one or more of the Funds, you are being asked to consider and vote on a number of proposals. Not all of the proposals apply to each Fund. Proposal Fund(s) Affected 1. The election of the Directors, each such All Funds Director to serve a term of an indefinite dura- tion and until his or her successor is duly elected and qualifies. 2. The amendment of the Investment Advisory Agreements for certain of the Funds. 2.A. Amendments to Investment Advisory ACF--Small Cap Growth Agreements of Certain Funds to Portfolio, Conform Fee Measurement Periods. AGTGF 2.B. Amendment to Investment Advisory TAP Agreement to Permit Reimbursement to the Adviser of Certain Administrative Expenses. 3. The amendment of the Declarations of Trusts AEXR, AMIF II, ABT for certain of the Funds. 4. The amendment and restatement of the char- ABS, ABSS, ACF, ACOF, AEIF, ters for certain of the Funds that are organized AGREIF, AGTGF, AGCF, as Maryland corporations, which will repeal in AGIF, AHIF, AIGF, ALCGF their entirety all of the currently existing char- ter provisions and substitute in lieu thereof the new provisions set forth in the Form of Articles of Amendment and Restatement attached to the accompanying Proxy State- ment as Appendix C. 5. The amendment of certain of the Funds' All Funds (except ABF--Multi- fundamental policies regarding commodities. Asset Inflation Strategy, ACF--Market Neutral Strategy--U.S., ACF--Market Neutral Strategy--Global) 6. The reclassification of certain of the Funds' ABSS--U.S. Large Cap Portfolio fundamental investment objectives as AGCF non-fundamental.
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Part II--Discussion of Each Proposal PROPOSAL ONE ELECTION OF DIRECTORS At the Meeting, stockholders will vote on the election of Directors of their Funds. Each Director elected at the Meeting will serve for a term of indefinite duration and until his or her successor is duly elected and qualifies. The following individuals have been nominated for election as a Director of all of the Funds. It is the intention of the persons named as proxies in the accompanying Proxy Card to vote in favor of the nominees named below for election as a Director of all of the Funds. Mr. John H. Dobkin Mr. Michael J. Downey Mr. William H. Foulk, Jr. Mr. D. James Guzy Ms. Nancy P. Jacklin Mr. Robert M. Keith Mr. Garry L. Moody Mr. Marshall C. Turner, Jr. Mr. Earl D. Weiner Each nominee has consented to serve as a Director. The Boards know of no reason why any of the nominees would be unable to serve, but in the event any nominee is unable to serve or for good cause will not serve, the proxies received indicating a vote in favor of such nominee will be voted for a substitute nominee as the Boards may recommend. 3
Certain information concerning the Funds' nominees for Director is set forth below.
OTHER PUBLIC NUMBER OF COMPANY PORTFOLIOS IN DIRECTORSHIPS ALLIANCEBERNSTEIN HELD BY PRINCIPAL OCCUPATION(S) FUND COMPLEX DIRECTOR NAME, ADDRESS* YEARS OF DURING PAST 5 YEARS OR OVERSEEN BY DURING THE AND AGE SERVICE** LONGER DIRECTOR PAST 5 YEARS -------------- ------------ ----------------------- ----------------- ------------- INDEPENDENT DIRECTORS Chairman of the Board William H. Foulk, ABF: 12 Investment Adviser and an 95 None Jr., #, ## ABS: 18 Independent Consultant 78 ABSS: 8 since prior to 2005. ABT: 9 Previously, he was Senior ACF: 18 Manager of Barrett ACOF: 11 Associates, Inc., a ACS: 4 registered investment ADYF: 15 adviser. He was formerly AEIF: 17 Deputy Comptroller and AEXR: 16 Chief Investment Officer AFIS: 20 of the State of New York AGBF: 18 and, prior thereto, Chief AGCF: 13 Investment Officer of the AGGF: 8 New York Bank for AGIF: 18 Savings. He has served as a AGREIF: 14 director or trustee of AGTGF: 18 various AllianceBernstein AHIF: 17 Funds since 1983 and has AIGF: 16 been Chairman of the ALCGF: 18 AllianceBernstein Funds AMIF: 12 and of the Independent AMIF II: 12 Directors Committee of ASMCGF: 18 such Funds since 2003. TAP: 12 John H. Dobkin, # ABF: 12 Independent Consultant 93 None 68 ABS: 18 since prior to 2005. ABSS: 8 Formerly President of Save ABT: 9 Venice, Inc. (preservation ACF: 16 organization) from 2001- ACOF: 11 2002; Senior Advisor from ACS: 4 June 1999-June 2000 and ADYF: 15 President of Historic AEIF: 17 Hudson Valley (historic AEXR: 16 preservation) from AFIS: 17 December 1989-May AGBF: 18 1999. Previously, Director AGGF: 8 of the National Academy AGIF: 18 of Design. He has served AGREIF: 14 as a director or trustee of AGTGF: 5 various AllianceBernstein AHIF: 17 Funds since 1992. AIGF: 16 ALCGF: 18 AMIF: 12 AMIF II: 12 ASMCGF: 18 TAP: 11
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OTHER PUBLIC NUMBER OF COMPANY PORTFOLIOS IN DIRECTORSHIPS ALLIANCEBERNSTEIN HELD BY PRINCIPAL OCCUPATION(S) FUND COMPLEX DIRECTOR NAME, ADDRESS* YEARS OF DURING PAST 5 YEARS OR OVERSEEN BY DURING THE AND AGE SERVICE** LONGER DIRECTOR PAST 5 YEARS -------------- ----------- ----------------------- ----------------- ------------- Michael J. Downey, # ABF: 5 Private Investor since prior 93 Asia Pacific 66 ABS: 5 to 2005. Formerly, Fund, Inc., ABSS: 5 managing partner of and The ABT: 5 Lexington Capital, LLC Merger Fund ACF: 5 (investment advisory firm) since prior to ACOF: 5 from December 1997 until 2005, and ACS: 4 December 2003. From Prospect ADYF: 5 1987 until 1993, Acquisition AEIF: 5 Chairman and CEO of Corp. AEXR: 5 Prudential Mutual Fund (financial AFIS: 4 Management, director of services) since AGBF: 5 the Prudential Mutual 2007 until AGGF: 5 Funds, and member of the 2009 AGIF: 5 Executive Committee of AGREIF: 5 Prudential Securities Inc. AGTGF: 5 He has served as a director AHIF: 5 or trustee of the AIGF: 5 AllianceBernstein Funds ALCGF: 5 since 2005. AMIF: 5 AMIF II: 5 ASMCGF: 5 TAP: 5 D. James Guzy, # ABF: 5 Chairman of the Board of 93 Cirrus Logic 74 ABS: 5 PLX Technology (semi- Corporation ABSS: 5 conductors) and of SRC (semi- ABT: 5 Computers Inc., with conductors) ACF: 5 which he has been and PLX ACOF: 5 associated since prior to Technology, ACS: 4 2005. He was a Director Inc. (semi- ADYF: 5 of Intel Corporation conductors) AEIF: 5 (semi-conductors) from since prior to AEXR: 5 1969 until 2008, and 2005 and AFIS: 4 served as Chairman of the Intel AGBF: 5 Finance Committee of Corporation AGGF: 5 such company for several (semi- AGIF: 5 years until May 2008. He conductors) AGREIF: 5 has served as a director of since prior to AGTGF: 28 one or more of the 2005 until AHIF: 5 AllianceBernstein Funds 2008 AIGF: 5 since 1982. ALCGF: 5 AMIF: 5 AMIF II: 5 ASMCGF: 5 TAP: 5
5
OTHER PUBLIC NUMBER OF COMPANY PORTFOLIOS IN DIRECTORSHIPS ALLIANCEBERNSTEIN HELD BY PRINCIPAL OCCUPATION(S) FUND COMPLEX DIRECTOR NAME, ADDRESS* YEARS OF DURING PAST 5 YEARS OR OVERSEEN BY DURING THE AND AGE SERVICE** LONGER DIRECTOR PAST 5 YEARS -------------- ----------- ----------------------- ----------------- ------------- Nancy P. Jacklin, #, ## ABF: 4 Professorial Lecturer at the 93 None 62 ABS: 4 Johns Hopkins School of ABSS: 4 Advanced International ABT: 4 Studies since 2008. ACF: 4 Formerly, U.S. Executive ACOF: 4 Director of the ACS: 4 International Monetary ADYF: 4 Fund (December AEIF: 4 2002-May 2006); Partner, AEXR: 4 Clifford Chance (1992- AFIS: 4 2002); Sector Counsel, AGBF: 4 International Banking and AGGF: 4 Finance, and Associate AGIF: 4 General Counsel, Citicorp AGREIF: 4 (1985-1992); Assistant AGTGF: 4 General Counsel AHIF: 4 (International), Federal AIGF: 4 Reserve Board of ALCGF: 4 Governors (1982-1985); AMIF: 4 and Attorney Advisor, U.S. AMIF II: 4 Department of the ASMCGF: 4 Treasury (1973-1982). TAP: 4 Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AllianceBernstein Funds since 2006. Garry L. Moody, # ABF: 2 Independent Consultant. 91 None 58 ABS: 2 Formerly, Partner, Deloitte ABSS: 2 & Touche LLP (1995- ABT: 2 2008) where he held a ACF: 2 number of senior positions, ACOF: 2 including Vice-Chairman, ADYF: 2 and U.S. and Global AEIF: 2 Investment Management AEXR: 2 Practice Managing Partner; AGBF: 2 President, Fidelity AGCF: 2 Accounting and Custody AGGF: 2 Services Company (1993- AGIF: 2 1995); and Partner, Ernst & AGREIF: 2 Young LLP (1975-1993), AGTGF: 2 where he served as the AHIF: 2 National Director of AIGF: 2 Mutual Fund Tax Services. ALCGF: 3 He has served as a director AMIF: 2 or trustee, and as Chairman AMIF II: 3 of the Audit Committee, ASMCGF: 2 of most of the TAP: 3 AllianceBernstein Funds since 2008.
6
OTHER PUBLIC NUMBER OF COMPANY PORTFOLIOS IN DIRECTORSHIPS ALLIANCEBERNSTEIN HELD BY PRINCIPAL OCCUPATION(S) FUND COMPLEX DIRECTOR NAME, ADDRESS* YEARS OF DURING PAST 5 YEARS OR OVERSEEN BY DURING THE AND AGE SERVICE** LONGER DIRECTOR PAST 5 YEARS -------------- ----------- ----------------------- ----------------- ------------- Marshall C. Turner, ABF: 5 Private Investor since prior 93 Xilinx, Inc. Jr., # ABS: 5 to 2005. Interim CEO of (programmable 68 ABSS: 5 MEMC Electronic logic semi- ABT: 5 Materials, Inc. (semi- conductors) ACF: 5 conductor and solar cell and MEMC ACOF: 5 substrates) from November Electronic ACS: 4 2008 until March 2009. Materials, Inc. ADYF: 5 He was Chairman and (semi- AEIF: 5 CEO of Dupont conductor and AEXR: 5 Photomasks, Inc. solar cell AFIS: 4 (components of semi- substrates) AGBF: 5 conductor manufacturing), since prior to AGGF: 5 2003-2005, and President 2005 AGIF: 5 and CEO, 2005-2006, AGREIF: 5 after the company was AGTGF: 18 acquired and renamed AHIF: 5 Toppan Photomasks, Inc. ALCGF: 5 He has served as a director AIGF: 5 or trustee of one or more AMIF: 5 of the AllianceBernstein AMIF II: 5 Funds since 1992. ASMCGF: 5 TAP: 5 Earl D. Weiner, # ABF: 3 Of Counsel, and Partner 93 None 71 ABS: 3 prior to January 2007, of ABSS: 3 the law firm Sullivan & ABT: 3 Cromwell LLP and ACF: 3 member of ABA Federal ACOF: 3 Regulation of Securities ACS: 3 Committee Task Force to ADYF: 3 draft editions of the Fund AEIF: 3 Director's Guidebook. He AEXR: 3 has served as a director or AFIS: 3 trustee of the AGBF: 3 AllianceBernstein Funds AGGF: 3 since 2007 and is AGIF: 3 Chairman of the AGREIF: 3 Governance and AGTGF: 3 Nominating Committees AHIF: 3 of most of the Funds. AIGF: 3 ALCGF: 3 AMIF: 3 AMIF II: 3 ASMCGF: 3 TAP: 3
7
OTHER PUBLIC NUMBER OF COMPANY PORTFOLIOS IN DIRECTORSHIPS ALLIANCEBERNSTEIN HELD BY PRINCIPAL OCCUPATION(S) FUND COMPLEX DIRECTOR NAME, ADDRESS* YEARS OF DURING PAST 5 YEARS OR OVERSEEN BY DURING THE AND AGE SERVICE** LONGER DIRECTOR PAST 5 YEARS -------------- --------- ----------------------- ----------------- ------------- INTERESTED DIRECTOR Robert M. Keith, +, ++ None Senior Vice President of 6 None 1345 Avenue of the AllianceBernstein L.P. (the Americas "Adviser")*** and the New York, NY 10105 head of AllianceBernstein 50 Investments Inc. ("ABI")*** since July 2008; Director of ABI and President of the AllianceBernstein Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser's institutional investment management business since 2004. Prior thereto, Managing Director and Head of North American Client Service and Sales in the Adviser's institutional investment management business, with which he has been associated since prior to 2004.
- -------- * The address for each of the Fund's Independent Directors is c/o AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the Americas, New York, NY 10105. **"Years of Service" refers to the total number of years served as a Director. ***The Adviser and ABI are affiliates of each Fund. # Member of the Audit Committee, the Governance and Nominating Committee, and the Independent Directors Committee of a Fund. ##Member of the Fair Value Pricing Committee (with respect to Ms. Jacklin, for TAP only). + Mr. Keith will become a Director of a Fund if elected at the Meeting by that Fund. ++Mr. Keith is an "interested person," as defined in Section 2(a)(19) of the Investment Company Act of 1940, of each Fund due to his position as a Senior Vice President of the Adviser. The business and affairs of each Fund are managed under the direction of that Fund's Board. Directors who are not "interested persons" of a Fund as defined in the 8
Investment Company Act of 1940, as amended (the "1940 Act"), are referred to as "Independent Directors", and Directors who are "interested persons" of a Fund are referred to as "Interested Directors". Certain information concerning the Funds' governance structure and each Director is set forth below. Experience, Skills, Attributes, and Qualifications of the Funds' Directors. The Governance and Nominating Committee of each Fund's Board, which is composed of Independent Directors, reviews the experience, qualifications, attributes and skills of potential candidates for nomination or election by the Board, and conducts a similar review in connection with the proposed nomination of current Directors for re-election by stockholders at any annual or special meeting of stockholders. In evaluating a candidate for nomination or election as a Director, the Governance and Nominating Committee takes into account the contribution that the candidate would be expected to make to the diverse mix of experience, qualifications, attributes and skills that the Governance and Nominating Committee believes contributes to good governance for the Fund. Additional information concerning the Governance and Nominating Committee's consideration of nominees appears in the description of the Committee below. Each Fund's Board believes that, collectively, the Directors have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the Fund and protecting the interests of stockholders. The Board of each Fund has concluded that, based on each Director's experience, qualifications, attributes or skills on an individual basis and in combination with those of the other Directors, each Director is qualified and should continue to serve as such. In determining that a particular Director was and continues to be qualified to serve as a Director, each Board has considered a variety of criteria, none of which, in isolation, was controlling. In addition, each Board has taken into account the actual service and commitment of each Director during his or her tenure (including the Director's commitment and participation in Board and committee meetings, as well as his or her current and prior leadership of standing and ad hoc committees) in concluding that each should continue to serve. Additional information about the specific experience, skills, attributes and qualifications of each Director, which in each case led to the Board's conclusion that the Director should serve (or continue to serve) as trustee or director of the Fund, is provided in the table above and in the next paragraph. Among other attributes and qualifications common to all Directors are their ability to review critically, evaluate, question and discuss information provided to them (including information requested by the Directors), to interact effectively with the Adviser, other service providers, counsel and the Fund's independent registered public accounting firm, and to exercise effective business judgment in the performance of their duties as Directors. In addition to his or her service as a Director of the Fund and other AllianceBernstein Funds as noted in the table above: Mr. Dobkin has experience as an executive of a number of organizations and served as Chairman of the Audit Committee of many of the AllianceBernstein Funds from 2001 to 2008; Mr. Downey has experience in the investment advisory business including as Chairman and Chief Executive Officer of a large fund complex and as director of a number of non-AllianceBernstein funds and as Chairman of a non-AllianceBernstein closed-end fund; Mr. Foulk has experience in the investment advisory and securities 9
businesses, including as Deputy Controller and Chief Investment Officer of the State of New York (where his responsibilities included bond issuances, cash management and oversight of the New York Common Retirement Fund), has served as Chairman of the AllianceBernstein Funds and of the Independent Directors Committee since 2003, and is active in a number of mutual fund related organizations and committees; Mr. Guzy has experience as a corporate director including as Chairman of a public company and Chairman of the Finance Committee of a large public technology company; Ms. Jacklin has experience as a financial services regulator including as U.S. Executive Director of the International Monetary Fund, which is responsible for ensuring the stability of the international monetary system, and as a financial services lawyer in private practice; Mr. Keith has experience as an executive of the Adviser with responsibility for, among other things, the AllianceBernstein Funds; Mr. Moody has experience as a certified public accountant including experience as Vice Chairman and U.S. and Global Investment Management Practice Partner for a major accounting firm, is a member of the governing council of an organization of independent directors of mutual funds, and has served as Chairman of the Audit Committee of most of the AllianceBernstein Funds since 2008; Mr. Turner has experience as a director (including Chairman and Chief Executive officer of a number of companies) and as a venture capital investor including prior service as general partner of three institutional venture capital partnerships; and Mr. Weiner has experience as a securities lawyer whose practice includes registered investment companies and as Chairman, director or trustee of a number of boards, and has served as Chairman of the Governance and Nominating Committee of most of the AllianceBernstein Funds. The disclosure herein of a director's experience, qualifications, attributes and skills does not impose on such director any duties, obligations, or liability that are greater than the duties, obligations, and liability imposed on such director as a member of the Board and any committee thereof in the absence of such experience, qualifications, attributes and skills. Board Structure and Oversight Function. Each Fund's Board is responsible for oversight of that Fund. Each Fund has engaged the Adviser to manage the Fund on a day-to-day basis. Each Board is responsible for overseeing the Adviser and the Fund's other service providers in the operations of that Fund in accordance with the Fund's investment objective and policies and otherwise in accordance with its prospectus, the requirements of the 1940 Act and other applicable Federal, state and other securities and other laws, and the Fund's charter and bylaws. Each Board meets in-person at regularly scheduled meetings eight times throughout the year. In addition, the Directors may meet in-person or by telephone at special meetings or on an informal basis at other times. The Independent Directors also regularly meet without the presence of any representatives of management. As described below, each Board has established four standing committees - the Audit, Governance and Nominating, Independent Directors, and Fair Valuation Committees - and may establish ad hoc committees or working groups from time to time, to assist the Board in fulfilling its oversight responsibilities. Each committee is composed exclusively of Independent Directors. The responsibilities of each committee, including its oversight responsibilities, are described further below. The Independent Directors have also engaged independent legal counsel, and may from time to time engage consultants and other advisors, to assist them in performing their oversight responsibilities. 10
An Independent Director serves as Chairman of each Board. The Chairman's duties include setting the agenda for each Board meeting in consultation with management, presiding at each Board meeting, meeting with management between Board meetings, and facilitating communication and coordination between the Independent Directors and management. The Directors have determined that a Board's leadership by an Independent Director and its committees composed exclusively of Independent Directors is appropriate because they believe it sets the proper tone to the relationships between the Fund, on the one hand, and the Adviser and other service providers, on the other, and facilitates the exercise of the Board's independent judgment in evaluating and managing the relationships. In addition, each Fund is required to have an Independent Director as Chairman pursuant to certain 2003 regulatory settlements involving the Adviser. Risk Oversight. Each Fund is subject to a number of risks, including investment, compliance and operational risks. Day-to-day risk management with respect to a Fund resides with the Adviser or other service providers (depending on the nature of the risk), subject to supervision by the Adviser. Each Board has charged the Adviser and its affiliates with (i) identifying events or circumstances, the occurrence of which could have demonstrable and material adverse effects on the Fund; (ii) to the extent appropriate, reasonable or practicable, implementing processes and controls reasonably designed to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously, and to revise as appropriate, the processes and controls described in (i) and (ii) above. Risk oversight forms part of a Board's general oversight of a Fund's investment program and operations and is addressed as part of various regular Board and committee activities. Each Fund's investment management and business affairs are carried out by or through the Adviser and other service providers. Each of these persons has an independent interest in risk management but the policies and the methods by which one or more risk management functions are carried out may differ from the Fund's and each other's in the setting of priorities, the resources available or the effectiveness of relevant controls. Oversight of risk management is provided by the Board and the Audit Committee. The Directors regularly receive reports from, among others, management (including the Global Heads of Investment Risk and Trading Risk of the Adviser), a Fund's Senior Officer (who is also a Fund's chief compliance officer), its independent registered public accounting firm, counsel, and internal auditors for the Adviser, as appropriate, regarding risks faced by the Fund and the Adviser's risk management programs. Not all risks that may affect a Fund can be identified, nor can controls be developed to eliminate or mitigate their occurrence or effects. It may not be practical or cost-effective to eliminate or mitigate certain risks, the processes and controls employed to address certain risks may be limited in their effectiveness, and some risks are simply beyond the reasonable control of the Fund or the Adviser, its affiliates or other service providers. Moreover, it is necessary to bear certain risks (such as investment-related risks) to achieve a Fund's goals. As a result of the foregoing and other factors a Fund's ability to manage risk is subject to substantial limitations. As of September 2, 2010, to the knowledge of management, the Directors and officers of each Fund, both individually and as a group, owned less than 1% of the shares 11
of any Fund except for AEIF, where none of the Directors own more than 1% of shares but the Directors as a group, and the Directors and officers as a group, own 1.1523%. Additional information related to the equity ownership of the Directors in each of the Funds and the compensation they received from the Funds is presented in Appendix B. During each Fund's most recently completed fiscal year, the Fund's Directors as a group did not engage in the purchase or sale of more than 1% of any class of securities of the Adviser or of any of its parents or subsidiaries. During the Fund's most recent fiscal year ended in 2009 or 2010, the Board of ABS met 7 times; of ABSS met 6 times; of ABF met 6 times; of ACF met 6 times; of ACOF met 7 times; of ACS met 8 times; of ADYF met 6 times; of AEIF met 7 times; of AEXR met 5 times; of AFIS met 6 times; of AGBF met 7 times; of AGGF met 7 times; of AGREIF met 7 times; of AGTGF met 6 times; of AGCF met 8 times; of AGIF met 7 times; of AHIF met 9 times; of AIGF met 6 times; of ALCGF met 7 times; of AMIF met 8 times; of AMIF II met 7 times; of ASMCGF met 6 times; of ABT met 8 times; and of TAP met 8 times. The Funds do not have a policy that requires a Director to attend annual meetings of stockholders. Each Fund's Board has four standing committees: an Audit Committee, a Governance and Nominating Committee, an Independent Directors Committee, and a Fair Value Pricing Committee. The members of the Committees are identified above in the table listing the Directors. The function of the Audit Committee is to assist the Board in its oversight of a Fund's financial reporting process. During the Fund's fiscal year ended in 2009 or 2010, the Audit Committee of ABS met 2 times; of ABSS met 2 times; of ABF met 2 times; of ACF met 2 times; of ACOF met 2 times; of ACS met 4 times; of ADYF met 2 times; of AEIF met 2 times; of AEXR met 2 times; of AFIS met 3 times; of AGBF met 4 times; of AGGF met 2 times; of AGREIF met 2 times; of AGTGF met 2 times; of AGCF met 3 times; of AGIF met 2 times; of AHIF met 2 times; of AIGF met 2 times; of ALCGF met 2 times; of AMIF met 2 times; of AMIF II met 2 times; of ASMCGF met 2 times; of ABT met 2 times; and of TAP met 2 times. Each Fund's Board has adopted a charter for its Governance and Nominating Committee, which is available at www.alliancebernstein.com (click on AllianceBernstein Mutual Fund Investors then US then Investment Products/Mutual Funds). Pursuant to the charter of the Governance and Nominating Committee, the Committee assists each Board in carrying out its responsibilities with respect to governance of a Fund and identifies, evaluates and selects and nominates candidates for that Board. The Committee may also set standards or qualifications for Directors and reviews at least annually the performance of each Director, taking into account factors such as attendance at meetings, adherence to Board policies, preparation for and participation at meetings, commitment and contribution to the overall work of the Board and its committees, and whether there are health or other reasons that might affect the Director's ability to perform his or her duties. The Committee may consider candidates as Directors submitted by a Fund's current Board members, officers, investment adviser, stockholders and other appropriate sources. The Governance and Nominating Committee will consider candidates submitted by a stockholder or group of stockholders who have beneficially owned at least 5% of a Fund's outstanding common stock or shares of beneficial interest for at least two years prior to the time of submission and who timely provide specified information about the candidates and the nominating stockholder or group. To be timely for 12
consideration by the Committee, the submission, including all required information, must be submitted in writing to the attention of the Secretary at the principal executive offices of a Fund not less than 120 days before the date of the proxy statement for the previous year's annual meeting of stockholders or, if an annual meeting was not held in the previous year, all required information must be received within a reasonable amount of time before the Fund begins to print and mail its proxy materials. The Committee will consider only one candidate submitted by such a stockholder or group for nomination for election at an annual meeting of stockholders. The Committee will not consider self-nominated candidates. The Governance and Nominating Committee will consider and evaluate candidates submitted by stockholders on the basis of the same criteria as those used to consider and evaluate candidates submitted from other sources. These criteria include the candidate's relevant knowledge, experience, and expertise, the candidate's ability to carry out his or her duties in the best interests of the Fund and the candidate's ability to qualify as an Independent Director. When assessing a candidate for nomination, the Committee considers whether the individual's background, skills, and experience will complement the background, skills, and experience of other nominees and will contribute to the diversity of the Board. During the Fund's most recent fiscal year ended in 2009 or 2010, the Governance and Nominating Committee of ABS met 4 times; of ABSS met 5 times; of ABF met 4 times; of ACF met 4 times; of ACOF met 4 times; of ACS met 4 times; of ADYF met 4 times; of AEIF met 4 times; of AEXR met 4 times; of AFIS met 4 times; of AGBF met 4 times; of AGGF met 4 times; of AGREIF met 4 times; of AGTGF met 4 times; of AGCF met 4 times; of AGIF met 4 times; of AHIF met 4 times; of AIGF met 4 times; of ALCGF met 4 times; of AMIF met 4 times; of AMIF II met 4 times; of ASMCGF met 4 times; of ABT met 4 times; and of TAP met 4 times. The function of each Fund's Fair Value Pricing Committee is to consider, in advance if possible, any fair valuation decision of the Adviser's Valuation Committee relating to a security held by a Fund made under unique or highly unusual circumstances not previously addressed by the Adviser's Valuation Committee that would result in a change in the Fund's net asset value ("NAV") by more than $0.01 per share. The Fair Value Pricing Committee did not meet during any Fund's most recently completed fiscal year. The function of each Fund's Independent Directors Committee is to consider and take action on matters that the Board or Committee believes should be addressed in executive session of the Independent Directors, such as review and approval of the Advisory, Distribution Services and Transfer Agency Agreements. During the Fund's fiscal year ended in 2009 or 2010, the Independent Directors Committee of ABS met 7 times; of ABSS met 6 times; of ABF met 6 times; of ACF met 6 times; of ACOF met 7 times; of ACS met 7 times; of ADYF met 6 times; of AEIF met 7 times; of AEXR met 5 times; of AFIS met 6 times; of AGBF met 6 times; of AGGF met 6 times; of AGREIF met 7 times; of AGTGF met 6 times; of AGCF met 7 times; of AGIF met 7 times; of AHIF met 6 times; of AIGF met 7 times; of ALCGF met 6 times; of AMIF met 7 times; of AMIF II met 7 times; of ASMCGF met 6 times; of ABT met 7 times; and of TAP met 7 times. Each Board has adopted a process for stockholders to send communications to the Board of their Fund. To communicate with a Board or an individual Director of a 13
Fund, a stockholder must send a written communication to that Fund's principal office at the address listed in the Notice of Joint Annual Meeting of Stockholders accompanying this Proxy Statement, addressed to the Board of that Fund or the individual Director. All stockholder communications received in accordance with this process will be forwarded to the Board or the individual Director to whom or to which the communication is addressed. Each Board unanimously recommends that the stockholders vote "FOR" each of the nominees to serve as a Director of the applicable Fund. The election of each nominee requires the affirmative vote of a plurality of the votes cast. PROPOSAL TWO AMENDMENTS TO INVESTMENT ADVISORY AGREEMENTS FOR CERTAIN FUNDS A. AMENDMENTS TO INVESTMENT ADVISORY AGREEMENTS FOR CERTAIN FUNDS TO CONFORM FEE MEASUREMENT PERIODS ACF--ALLIANCEBERNSTEIN SMALL CAP GROWTH PORTFOLIO ("ACF-SCG") AGTGF The Board considered and approved the Adviser's recommendation to amend each of the investment advisory agreements for ACF-SCG and AGTGF (together, the "Measurement Advisory Agreements"). The ACF-SCG Measurement Advisory Agreement was initially approved by the Directors on September 27, 1971, but an amended and restated Agreement, effective July 22, 1992, was approved by the Directors on October 22, 1991 and by stockholders on June 11, 1992. The AGTGF Measurement Advisory Agreement was initially approved by the Directors on December 22, 1981, but an amended and restated Agreement, effective July 22, 1992, was approved by the Directors on October 22, 1991 and by stockholders on June 11, 1992. The standard investment advisory agreement between the Adviser and other Funds provides that the advisory fee rate is calculated as a percentage of average daily net assets. The Measurement Advisory Agreements vary from this standard and provide that the fee rate is calculated as a percentage of net assets at the end of the preceding calendar quarter. We are proposing an amendment to the Measurement Advisory Agreements to provide that the advisory fee rate will be calculated as a percentage of average daily net assets to eliminate disparities between the contractual fee rate and the effective fee rate that result from the calculation of the fee rate as of the end of each preceding calendar quarter. The fee calculation in the Measurement Advisory Agreements varies from the current standard for historical reasons related to the initial approval dates of the Measurement Advisory Agreements. The fee calculation was not changed when the Measurement Advisory Agreements were subsequently amended and restated. The Adviser recommended, and the Directors agreed, that the fee calculation methodologies in the Measurement Advisory Agreements should be conformed to the industry standard because it has become apparent due to, among other things, recent fluctuations in Fund asset levels that variations in the effective fee resulting solely from the method of calculating the fee are not justified. The Directors concluded that the amendment would benefit the Funds by eliminating unnecessary disparities in the Funds' advisory fees between the contractual and effective rates. The change will also standardize the fee calculations for the Funds and conform to current industry practice. 14
The standard fee rate currently in place for other Funds averages variations in the net assets of a Fund so that a Fund's effective advisory fee is generally equal to the contractual rate. In the case of ACF-SCG and AGTGF, however, the calendar quarter measurement of the advisory fee results in effective fee rates that may be higher or lower than, or equal to, the contractual fee rate due solely to variations in net assets at the end of each calendar quarter. For example, the contractual fee rate for both Funds is currently 0.75% but the effective fee rate at the end of each of the last three fiscal years ending July 31, 2008, July 31, 2009 and July 31, 2010, respectively, was 0.76%, 0.78% and 0.75% for ACF-SCG and 0.73%, 0.73% and 0.74% for AGTGF. This historical information illustrates differences in the fee rates resulting from the calendar quarter measurement period. The effective fee rate for ACF-SCG was higher than the contractual fee rate for the fiscal years 2008 and 2009 and the effective fee rate for AGTGF was lower than the contractual fee rate for the last three fiscal years. In addition, the effective fee rates may vary significantly from calendar quarter end to calendar quarter end as shown in the table below. ACF-SCG
AS OF END OF 1ST AS OF END OF 2ND AS OF END OF 3RD AS OF END OF 4TH FYE PERIOD QUARTER (3/30) QUARTER (6/30) QUARTER (9/30) QUARTER (12/30) (7/31) - ------ ---------------- ---------------- ---------------- ---------------- ------ 2008 0.72% 0.66% 0.52% 0.83% 0.76% 2009 0.88% 0.79% 0.80% 0.84% 0.78% 2010 0.87% 0.62% N/A N/A 0.75%
AGTGF
AS OF END OF 1ST AS OF END OF 2ND AS OF END OF 3RD AS OF END OF 4TH FYE PERIOD QUARTER (3/30) QUARTER (6/30) QUARTER (9/30) QUARTER (12/30) (7/31) - ------ ---------------- ---------------- ---------------- ---------------- ------ 2008 0.71% 0.63% 0.46% 0.80% 0.73% 2009 0.86% 0.74% 0.80% 0.78% 0.73% 2010 0.82% 0.68% N/A N/A 0.74%
These differences are primarily due to changes in a Fund's net asset levels. In the case of declining net assets, the effective fee rate would likely be lower than the contractual fee rate, as is the case for AGTGF recently. ACF-SCG has also experienced periods of declining net assets over recent periods, but not as significantly as AGTGF, and has recently seen net asset levels increase, resulting in its effective fee rate exceeding 0.75% in the fiscal years 2008 and 2009. If a Fund had a fairly stable level of net assets, it is likely that the effective fee rate would be approximately the same as the contractual fee rate. If the proposed advisory fee rate had been in effect as of the Funds' recent fiscal year ended July 31, 2010, the expense ratio for ACF-SCG's Class A shares (and other Classes) would have been the same, but the expense ratio for AGTGF's Class A shares would have increased from 1.55% to 1.56% with corresponding changes for other Classes of AGTGF's shares. Since the change to the measuring period could result in an effective advisory fee that is higher than the current contractual advisory fee under certain circumstances, we are requesting that the stockholders approve the proposed amendments to the Measure- 15
ment Advisory Agreements. The proposed amendments would not affect any other terms of the Measurement Advisory Agreements. More information about the Adviser is included in the Funds' Statements of Additional Information, which are available at www.alliancebernstein.com. Approval of Proposal 2.A. requires the affirmative vote of the holders of a "majority of the outstanding voting securities," of each Fund, as defined in the 1940 Act, which means the lesser of (i) 67% or more of the voting securities of the Fund present or represented by proxy if the holders of more than 50% of the Fund's outstanding voting securities are present or represented by proxy, or (ii) more than 50% of the outstanding voting securities of the Fund ("1940 Act Majority Vote"). The Board, including the Independent Directors, of each Fund unanimously recommends that the stockholders of each Fund vote FOR Proposal 2.A. B. AMENDMENT TO INVESTMENT ADVISORY AGREEMENT OF TAP TO PERMIT REIMBURSEMENT TO THE ADVISER OF CERTAIN ADMINISTRATIVE EXPENSES The Board considered and approved the Adviser's recommendation that the investment advisory agreement of TAP (the "TAP Advisory Agreement") be amended. The standard investment advisory agreement between the Adviser and other Funds includes an investment advisory fee and also provides for the reimbursement to the Adviser of the costs of certain non-advisory services that the Adviser provides to the Fund at the request of the Fund. These reimbursable costs are for personnel performing certain administrative services for the Funds, including clerical, accounting, legal and other services ("administrative services expenses"). The TAP Advisory Agreement does not provide for reimbursement of the administrative services expenses that are provided to the Portfolios of TAP as do the standard investment advisory agreements. The TAP Advisory Agreement was initially approved by the Directors on February 16, 1993 and March 31, 1993. The TAP Advisory Agreement is different from most other Funds' investment advisory agreements because the TAP Portfolios were acquired from another fund complex without changes to the TAP Advisory Agreement upon the acquisition. Implementation of the reimbursement provision for a Portfolio will be subject to the approval of the Directors of TAP. The proposed amendment would add a provision to the TAP Advisory Agreement authorizing reimbursement to the Adviser of the administrative services expenses. The Adviser's employees provide the same type of administrative services to the TAP Portfolios as they do for other Funds but, under the TAP Advisory Agreement, the Adviser receives no reimbursement for these administrative services expenses. Reimbursement of expenses for administrative services is a common arrangement in the fund industry. The reimbursement obligation may be included in an investment advisory agreement or in a separate agreement. The Directors concurred with the Adviser that the same type of reimbursement arrangement for administrative services expenses should apply to TAP as applies to the other Funds. The Directors concluded that the proposed amendment was appropriate because it would permit the Adviser to be reimbursed for its cost of providing non-advisory services that benefit the TAP Portfolios. 16
The following table shows for the fiscal year ended or the fiscal year to date period ended July 31, 2010 each TAP Portfolio's current expense ratio for Class A shares and the effect of the proposed amendment, if approved by stockholders, on each Portfolio's expense ratio to three decimal points:
EXPENSE RATIO EXPENSE RATIO WITHOUT INCLUDING TAP PORTFOLIO REIMBURSEMENT REIMBURSEMENT - -------------------------------------------------------------------------------------------------- AllianceBernstein Growth Fund (Fiscal Year End 7/31) 1.543% 1.551% AllianceBernstein Balanced Wealth Strategy (Fiscal Year End 8/31) 0.996% 0.999% AllianceBernstein Wealth Appreciation Strategy (Fiscal Year End 8/31) 1.114% 1.117% AllianceBernstein Conservative Wealth Strategy (Fiscal Year End 8/31) 1.003% 1.010% AllianceBernstein Tax-Managed Balanced Wealth Strategy (Fiscal Year End 8/31) 1.113% 1.136% AllianceBernstein Tax-Managed Wealth Appreciation Strategy (Fiscal Year End 8/31) 1.049% 1.056% AllianceBernstein Tax-Managed Conservative Wealth Strategy (Fiscal Year End 8/31) 1.211% 1.256%
As the table indicates, the effect of the proposed amendment on the TAP Portfolios' expense ratios is modest at current asset levels. The Directors agreed with the Adviser's recommendation that it would be appropriate for the TAP Advisory Agreement to be amended because it would apply the same provisions to the TAP Portfolios relating to administrative services expenses as those included in the advisory agreements for most other Funds. All other provisions of the TAP Advisory Agreement would remain the same except for certain minor conforming amendments. We are requesting a stockholder vote because the amendment would result in an increase, as reflected above, in the compensation paid to the Adviser under the TAP Advisory Agreement. Approval of Proposal 2.B. requires a 1940 Act Majority Vote with respect to each Portfolio of TAP. The Board, including the Independent Directors, of the Fund unanimously recommends that the stockholders of each Portfolio of TAP vote FOR Proposal 2.B. 17
PROPOSAL THREE AMENDMENTS TO DECLARATIONS OF TRUST FOR CERTAIN FUNDS ORGANIZED AS MASSACHUSETTS BUSINESS TRUSTS AEXR, AMIF II, ABT A. AMENDMENT OF DECLARATIONS The Board considered and approved the Adviser's recommendation to amend the Declarations of Trust (the "Declarations") of each of the Funds listed above, which are organized as Massachusetts Business Trusts ("MBTs"). A stockholder vote is required to amend the existing Declarations (the "Existing Declarations") under certain circumstances. The proposed amendments to the Existing Declarations (the "Amendments") would provide the Directors with broad authority to amend the Declarations without a vote of stockholders. The proposed Amendment to each Declaration is set forth below: The Trustees may by vote of a majority of the Trustees then in office amend or otherwise supplement the Declaration by making an amendment, a Declaration supplemental hereto or an amended and restated Declaration. The Amendment would replace Article VIII, Section 8 for the ABT Declaration in its entirety and would replace certain portions of Section 9.3 for the AEXR and AMIF II Declarations. The Declarations for AEXR and AMIF II will continue to require the express consent of any affected stockholder or director for the repeal of limitations on personal liability and prohibitions of assessment on stockholders and will also continue to specify certain procedural requirements relating to amendments to the Declarations. By allowing future amendments of a Declaration without stockholder approval, the Amendments would remove limits on the Directors' authority to take actions that they believe would be in the best interests of the Funds. The Amendments give the Directors the necessary authority and flexibility to react quickly to changes in legal and regulatory conditions without the cost and delay of a stockholder meeting when the Directors determine that the action is in the best interests of the Funds. The Funds are subject to comprehensive regulation under the 1940 Act and Massachusetts law and a Board would still be required to submit a future amendment to a Declaration to a vote of a Fund's stockholders if applicable law were to require such a vote. Currently, Massachusetts law does not require a stockholder vote on amendments to a declaration of trust unless the declaration otherwise provides. In addition, Rule 17a-8 under the 1940 Act requires a stockholder vote for combinations of affiliated funds where material changes to a fund's fundamental policies, investment advisory agreement, board of directors or distribution plan would result from the combination. B. OTHER AMENDMENTS OF DECLARATIONS In connection with approval of the Amendments, the Board considered and approved the Adviser's recommendation to adopt certain other amendments to the AEXR, AMIF II and ABT Declarations. These amendments will become effective only if stockholders approve Proposal 3. The Directors could approve these amendments after the Meetings if stockholders approve Proposal 3, but we want stockholders to understand the other proposed amendments approved by the Directors. These amendments are intended to enable the Directors to take actions that would be in the 18
best interests of stockholders without the cost and delay of obtaining a stockholder vote and to improve efficient administration of the Funds under the Declarations. Provisions of the Existing Declarations for these Funds require a stockholder vote to approve a reorganization or merger of a Fund ("Reorganization Provision") and, with respect to AEXR and AMIF II, termination of the trust ("Termination Provision") and liquidation of a series or class ("Liquidation Provision"). The Directors approved amendments to the Reorganization Provision, the Termination Provision and the Liquidation Provision that would eliminate the stockholder vote requirement unless a stockholder vote is required by the 1940 Act or other applicable law. The stockholder vote requirement in the Reorganization Provision, Termination Provision and Liquidation Provision was historically included in the declarations of MBTs and is now uncommon. Conforming amendments would also be made to sections of the relevant Declarations that set forth the items for which stockholders have the power to vote. These sections are Section 7.1 of the AEXR and AMIF II Declarations and Article V, Section 1 of the ABT Declaration. The Board also considered and approved the Adviser's recommendation that they approve certain other administrative amendments to the Declarations as follows: 1. Quorum Requirements. The AEXR, AMIF II and ABT Declarations establish higher quorum requirements for a stockholder meeting than those of many of the other Funds. For AEXR and AMIF II, the quorum requirement is a majority of the shares entitled to vote and, for ABT, the quorum requirement is 40% of the shares entitled to vote. The higher quorum requirements may impede the conduct of a stockholder meeting because action cannot be taken unless a quorum is present. The Board considered and approved the Adviser's recommendation to amend the quorum requirement to reduce it to 30% of the shares entitled to vote. A lower quorum will reduce the likelihood of the expense and delay of adjourning a meeting or resoliciting stockholders should a quorum not be present in person or by proxy. The revised quorum requirement is similar to the quorum requirements applicable to a majority of other Funds, which is one-third of the shares entitled to vote. The Directors have also approved an amendment to the Bylaws of AEXR and AMIF II in order to conform the quorum requirements to their amended Declarations. 2. Record Date. The AEXR and AMIF II Declarations provide that the Directors may set a record date not more than 60 days prior to the date of any stockholder meeting. This record date period is shorter than the 90-day period applicable to other Funds and may make it more difficult for the Funds to timely deliver proxies to stockholders and solicit stockholder votes. The Directors considered and approved the Adviser's recommendation for the amendment of the record date requirement to authorize the Directors to set a record date not more than 90 days prior to the date of a stockholder meeting. 3. Director Meetings. The AEXR and AMIF II Declarations require an annual meeting of the Directors to be held not later than the last day of the fourth month after the end of a Fund's fiscal year end. These provisions impose unnecessary requirements upon the holding of Director meetings. The Board considered and approved the Adviser's recommendation to approve amendments to the Declarations to eliminate these provisions. Approval of Proposal 3 with respect to each Fund requires the affirmative vote of a majority of the shares entitled to vote. The Board, including the Independent Directors, of each Fund unanimously recommends that the stockholders of each Fund vote FOR Proposal 3. 19
PROPOSAL FOUR AMENDMENT AND RESTATEMENT OF CHARTERS FOR CERTAIN FUNDS ORGANIZED AS MARYLAND CORPORATIONS ABS, ABSS, ACF, ACOF, AEIF, AGREIF, AGTGF, AGCF, AGIF, AHIF, AIGF, ALCGF Each Fund subject to this Proposal is organized as a Maryland corporation and is subject to the Maryland General Corporation Law ("MGCL"). Under the MGCL, a Fund is formed pursuant to a charter (each a "Charter") that sets forth various provisions relating primarily to the governance of that Fund and powers of the Fund to conduct business. Each Fund's Board has declared advisable and recommends to the Fund's stockholders the amendment and restatement of the Charter of that Fund. The Adviser advised the Board of each Fund that the proposed amendments have two primary objectives. First, the Adviser believes, and the Directors agree, that it is important to modernize and update the Charters to take full advantage of the flexibility afforded by the provisions of the MGCL, as they currently exist or may be changed in the future. Second, stockholders of many of the other Funds approved the amendment and restatement of their Charters in 2005 and the Adviser believes and the Directors agree that it is beneficial for all of the Funds' Charters to be standardized so that there are no differences among the Funds. In the past, the existence of different Charter provisions has imposed burdens in administering the Funds and, in some cases, limited the Board's authority to take actions that would benefit that Fund and its stockholders. Many of the amendments are technical amendments that are designed to allow a Fund's Board to take full advantage of the provisions of the MGCL. Some of the Funds are older Funds. Since their formation, law and industry practice have changed significantly, and the Charters for these Funds contain significant variations from the Charters of more recently organized Funds. Some provisions of these Charters are now obsolete because they are regulated by the 1940 Act or the MGCL and are no longer required in the Charters. Other provisions conflict with, or permit activities prohibited by, law. For these reasons, the Adviser recommended to the Boards the amendment and restatement of the Charters as discussed below in order to modernize and standardize them, which will facilitate a Board's ability to direct the management of the business and affairs of a Fund as it deems advisable and in accordance with the Fund's best interests. Each Board recommends that stockholders approve the amendment and restatement of the Charter for their Fund.1 The amendment and restatement of each Charter will be accomplished by repealing in their entirety all of the existing Charter provisions and substituting in lieu thereof the new provisions set forth in the Form of Articles of Amendment and Restatement (each a "New Charter" and, together, the "New Charters") attached as Appendix C. A detailed summary of the amendments is set forth below. If a stockholder of any Fund would like a copy of the current Charter for that Fund, please write to Kristine Antoja at AllianceBernstein L.P., 1345 Avenue of the Americas, New York, New York 10105. - -------- 1 Some Funds are organized as series funds and they may have separate portfolios that are regarded as separate investment companies under the 1940 Act. However, all portfolios of a Fund are governed by the same Charter and stockholders of each series will vote on the proposed charter amendments. Therefore, if approved by the stockholders, a New Charter (defined below) will govern all of the portfolios operated by its Fund. 20
If approved, the New Charters will give a Board more flexibility and broader authority to act than do the existing charters. This increased flexibility is intended to allow the Directors to react more quickly to changes in competitive and regulatory conditions and allow the Funds to operate in a more efficient and economical manner. While each of the New Charters of the Funds are generally the same (except for variations with respect to authorization and classification of stock), as explained above, some of the Funds' existing Charters are significantly different. So, the actual provisions being repealed or amended will vary from Fund to Fund. The proposed amendments to the Charters fall generally under four broad categories: (i) series and class structure and related provisions; (ii) stockholder voting provisions; (iii) mandatory and other redemption provisions; and (iv) indemnification provisions. Certain of the older Funds have additional categories. The following discusses the material changes for the Funds within these broad categories and the additional categories, discusses the Boards' recommendations as to each amendment, and identifies each Fund for which an amendment is applicable. A. SERIES AND CLASS STRUCTURE AND RELATED PROVISIONS The Adviser recommended, and the Boards declared advisable, the proposed amendments concerning the establishment and administration of series and classes2 of the Funds' stock to update the Charters and to provide the Funds' Boards with the broadest flexibility to act with respect to series or classes of stock under the MGCL subject to the 1940 Act. The proposed amendments are as follows: . Provide for the automatic readjustment of the number of authorized shares of a class or series of a Fund that are classified or reclassified into shares of another class or series of the Fund. This change is administrative and provides for automatic readjustment in the number of shares in the charter where changes are made to one series or class. All Funds. . Clarify that the Directors have sole discretion to allocate the Fund's general assets not otherwise identifiable as belonging to a particular series or class to and among one or more series or classes and to provide that any general assets allocated to a series or class will irrevocably belong to that series or class. All Funds. . Provide that debts, liabilities, obligations and expenses of a series or class are enforceable only with respect to that series or class and not against the assets of a Fund generally. All Funds. . Provide that the Directors may establish a specified holding period prior to the record date for stockholders to be entitled to dividends (deleting for some Funds a requirement that such holding period may not exceed 72 hours) and to provide that dividends or distributions may be paid in-kind. All Funds. - -------- 2 If a Fund is a series fund, the stockholders of each portfolio own shares of a specific series of stock. Stock of a specific series (or portfolio) may be divided into more than one class of shares. 21
. Clarify that (i) debts, liabilities, obligations and expenses of a series or class shall be charged to the assets of the particular series or class and (ii) the Directors' determination with respect to the allocation of all debts, liabilities, obligations and expenses is conclusive. (i) All Funds except ABS and AGIF. (ii) Applicable only to ACF and AGTGF. . Permit the Board discretion to provide for the automatic conversion of any share class into any other share class to the extent disclosed in the Fund's registration statement and permitted by applicable law and regulations and replace, to the extent applicable, specific conversion provisions with respect to a class or series. All Funds except ABSS, ACOF, AGREIF and AGCF. . Clarify that redeemed or otherwise acquired shares of stock of a series or class shall constitute authorized but unissued shares of stock of that series or class and, in connection with a liquidation or reorganization of a series or class of a Fund in which outstanding shares of such class or series are redeemed by the Fund, that all authorized but unissued shares of such class or series shall automatically be returned to the status of authorized but unissued shares of common stock, without further designation as to series or class. This clarifying change would have no practical effect on the operation of a Fund. All Funds. B. STOCKHOLDER VOTING PROVISIONS The Adviser recommended, and the Boards declared advisable, proposed minor changes to each Fund's voting provisions. These changes are intended to give the Directors more flexibility in setting voting requirements consistent with current MGCL provisions and the best interests of the Funds. These changes also clarify quorum requirements at meetings for specific classes or series and for a Fund as a whole. The proposed amendments are as follows: . Permit, if approved by the Directors as to any matter submitted to stockholders, a Fund to calculate the number of votes to which stockholders are entitled to cast on such matter on the basis of the net asset value of shares rather than on the basis of one vote for each share outstanding. A Fund would be required to obtain exemptive relief from the Securities and Exchange Commission ("SEC") in order to calculate stockholder votes entitled to be cast in this manner. This amendment would permit the Funds to address circumstances in which there are large disparities in net asset value per share among the series of a Fund resulting in inequitable voting rights among the stockholders of the various series in relation to the value of a stockholder's investment. While the Funds do not currently intend to seek exemptive relief, if the proposed amendment to the charter is approved, the Funds would be able to rely upon such relief if it is ever requested and granted without any need to seek stockholder approval of a charter amendment. All Funds. . Permit the Directors to determine that certain matters are subject to vote only by a specific series or class of the Fund, rather than by all stockholders of the Fund as a single class, for matters that are not otherwise prescribed under the 22
1940 Act or other applicable law. The charters currently provide that stockholders of a specific class will vote on issues pertaining only to that class. This amendment is intended to clarify that the Directors may make this determination of whether an issue pertains to a particular class when it is not otherwise specified by law. In addition, the proposed amendments would clarify that, where a separate class or series vote is required, a quorum would be determined by the presence in person or by proxy of the holders of shares of that series or class entitled to vote at the meeting. All Funds. C. MANDATORY AND OTHER REDEMPTION PROPOSALS The Adviser recommended, and the Boards declared advisable, the proposed changes to give the Directors greater flexibility to determine when it is in the best interests of a Fund to redeem shares or to impose fees upon redemptions. For example, small accounts are costly for the Fund to maintain, often at the expense of larger stockholders. Although the Directors have the ability to set mandatory redemption amounts within the limits currently set forth in the charters, the proposed change would provide the Directors with maximum flexibility to set mandatory redemption amounts that are appropriate for a Fund's circumstances as well as to determine the method and timing of notice to stockholders. The Directors are expected to consider a recommendation of the Adviser that they approve an increase in the mandatory redemption amount for the Funds of $1,000, rather than the current $500, in the near term. In addition, these amendments would permit a Board to cause a Fund to effect mandatory redemptions for other purposes, such as for a reorganization or liquidation of a Fund or one or more of its series or classes, which are generally permitted by the MGCL to be undertaken without stockholder approval. If these changes are adopted, upon approval by the Board, the typical reorganization or liquidation will require only the stockholder approval required under the 1940 Act, if any. The proposed amendments are as follows: . Eliminate the specified dollar amount for mandatory redemptions included in the charters. All Funds. . Provide the Board with the sole discretion to set a mandatory redemption threshold for small accounts. ABS, AGTGF and AGIF. . Permit the mandatory redemption of an account if it is below the small account threshold established by the Board (rather than only in the event the account is below the threshold because of redemptions). AGTGF. . Eliminate the current stockholder notice requirement, which requires that a Fund give 30 or 45 days' notice to stockholders prior to a mandatory redemption. All Funds except ABS and AGIF. . Eliminate a cap on the minimum account amount for mandatory redemptions. All Funds. 23
. Amend mandatory redemption provision to give the Board the authority to redeem shares for other purposes permitted under the MGCL, such as liquidations or reorganizations, subject to the requirements of the 1940 Act. All Funds except ABS and AGIF. For all Funds except ABS, ACOF, AGCF and AGREIF, the proposed amendments would broaden the range of fees, which may currently include deferred sales charges and/or redemption fees, that may be imposed at the time of redemption if approved by the Board and consistent with applicable law. The amended provisions would refer to "deferred sales charges, redemption fees or other amounts" that may be imposed upon the redemption of shares. The Directors could determine that a redemption fee to discourage market timing could be appropriate for a Fund and the proposed amendments would give the Directors maximum flexibility to impose such fees. Other amounts could include, for example, stockholder transaction fees. This amendment would be made applicable to all classes of shares. The proposed amendments would provide the Funds with the flexibility to impose such fees, although the Adviser has no current intention to recommend additional stockholder fees. D. INDEMNIFICATION PROVISIONS The charters of the Funds provide that, to the maximum extent permitted by Maryland law and the 1940 Act, Directors and officers shall not be liable to a Fund for money damages. Moreover, the charters or Bylaws of the Funds provide that, to the maximum extent permitted by Maryland law and the 1940 Act, Directors and officers shall be indemnified by the Funds and shall have expenses advanced by the Funds. The proposed amendments to certain of the charters would specifically provide that a Fund has the power to indemnify and advance expenses to its Directors and officers to the maximum extent permitted by the 1940 Act and the MGCL. The proposed amendments would also, among other things: . Clarify or provide that, to the maximum extent permitted by Maryland law and the 1940 Act, a Fund has the power to obligate itself to indemnify and advance expenses to a director or officer. All Funds (new provision for ABS and AGIF). . Allow a Fund, with approval of the Directors, to indemnify and advance expenses to any person who served as a director for a predecessor of the Fund in a capacity that may be indemnified under the Fund's charter. All Funds. . Prohibit retroactive changes to the indemnification provisions in a Fund's Bylaws. (Similar non-retroactivity provisions already cover charter provisions.) All Funds except ABS and AGIF. . Prohibit retroactive changes to the indemnification provisions in a Fund's Charter or Bylaws. ABS and AGIF. . Vest in the Funds the power to indemnify and advance expenses to a Fund's Directors and officers who, while serving as such for a Fund, also serve at a 24
Fund's request in a like position of another enterprise and are subject to liability by reason of their service in such capacity. All Funds except AGTGF. . Replace the specific 1940 Act limitations on indemnification and advance of expenses in cases of willful misfeasance, bad faith, negligence, or reckless disregard for duties with a general reference to limitations on indemnification imposed under the 1940 Act. All Funds except ABS, AGIF and AGTGF. We are recommending these amendments because it is important for a Fund to be able to indemnify and advance expenses to the maximum extent permitted by law in order to promote efficient and effective management of the Fund. More restrictive indemnification provisions may make it difficult to attract and retain qualified Directors and officers notwithstanding the protective provisions in the Funds' Bylaws and the fact that the Directors have the benefit of insurance. E. OTHER REVISIONS FOR SPECIFIC FUNDS 1. Corporate Purpose The existing Charters of certain Funds enumerate a list of specific powers of the Fund. Proposed changes would delete these provisions and each such Fund's Charter would provide instead that the Fund shall have all powers permitted by the MGCL. A Fund is not required to list specific powers in its Charter and this specificity may hinder a Fund's operations and the Directors' flexibility in determining appropriate actions for a Fund to undertake. The specific list may restrict the Fund's ability to be competitive in the market without incurring the cost and delay of a stockholder vote and to respond quickly to regulatory developments to the detriment of the Fund. By providing a Fund with all the powers permitted under the MGCL, the proposed amendments will give a Fund and its Directors broader flexibility to administer and operate the Funds. . Delete specific powers of a Fund, and provide instead that a Fund shall have all powers conferred upon it or permitted by the MGCL. ABS, ACF, AGIF and AGTGF. 2. Dividends and Distributions Two of the Funds, ABS and AGIF, have various provisions relating to dividends and distributions. Such provisions were presumably considered customary and desirable when these Funds were formed in 1932, but they are now obsolete or unnecessary. The proposed amendments would eliminate these and related unnecessary provisions because the Funds' method and manner of making dividends and distributions is regulated by the 1940 Act and federal tax law, as well as applicable limitations on distributions under the MGCL. These changes would not affect the Funds' current dividend policies. . Delete provision that, in each fiscal year, the Fund shall distribute approximately the amount of net cash income received by the Fund during the fiscal year. . Delete a provision giving the Directors discretion to distribute additional dividends from any assets of a Fund legally available for payment thereof. 25
. Delete a provision that requires a Board to sell all dividends and distributions that are not cash dividends, such as shares of stock of a company, received by a Fund on its investments and to credit the net cash proceeds of such sale to cash income and distribute it to stockholders. 3. Class Provisions Certain of the Funds have outdated provisions related to matters that are now governed by the 1940 Act or exemptions thereto. These changes would not affect the Funds' current investment policies. The proposed amendments would: . Delete a provision giving the Board the authority to exclude the designation of the shares of a class or series from the definition of a "senior security" under the 1940 Act. ACF. . Delete a provision, as unnecessary, that permitted distribution to vary from class to class for the purposes of complying with regulatory or legislative requirements. ACF and AGTGF. 4. Stockholder Voting Provision Certain of the Funds' Charters are silent on the requirements for a quorum for transaction of business at stockholders meeting. Recent changes to the MGCL generally permit, when a charter is silent on the requirements for a quorum at a stockholders meeting, the Bylaws of a Fund to establish the quorum requirements. The Bylaws of each of ABS, AGIF and AGTGF generally provide that, at any meeting of stockholders, the presence in person or by proxy of stockholders entitled to cast one-third of all the votes entitled to be cast at such meeting on any matter shall constitute a quorum. The New Charters establish quorum provisions that are consistent with the Bylaws of ABS, AGIF, and AGTGF. The Adviser proposed, and the Board deemed advisable, that this quorum requirement be added to these Funds' Charters. This is the same quorum requirement included in most other Funds' Charters. The New Charters: . Provide that the presence in person or by proxy of the holders of shares entitled to cast one-third of the votes entitled to be cast would constitute a quorum for a stockholder meeting. 5. Redemption Provisions The proposed amendments would delete certain provisions relating to redemptions of shares. These provisions are now unnecessary because the matters covered by them are governed by Maryland law or the 1940 Act. The proposed amendments would: . Delete a provision terminating a stockholder's rights at the time a redemption price has been determined with certain exceptions. ABS, ACF, AGIF and AGTGF. . Delete a provision that authorizes a Fund, upon Board approval, to buy back shares at a price not exceeding net asset value by an agreement with stockholders. ABS, ACF, AGIF and AGTGF. 26
6. Board of Directors The proposed amendments would provide that the minimum number of Directors for a Fund shall be one and eliminate the maximum number of Directors. The minimum number is currently specified as two or three Directors and the maximum as twenty (applies to ACF and AGTGF). The proposed amendments would give the Directors the flexibility to determine the number of Directors that are appropriate for a Fund's Board based on the specific circumstances of the Fund. The proposed amendments would also revise the general powers of the Board and explicitly permit the Board to authorize the issuance of stock and other securities without stockholder approval unless otherwise required by applicable law. These amendments provide greater flexibility for the Directors to determine appropriate actions for a Fund, especially to issue shares to the extent permitted by the MGCL. These changes would not affect the management or operation of the Funds. The New Charters: . Provide that the minimum number of Directors for a Fund shall be one and that the number of Directors may be fixed pursuant to the Bylaws. ABS, ACF, AGIF and AGTGF. . Expand or clarify that the general powers of a Board and explicitly permit the Board to authorize the issuance of stock and other securities without stockholder approval. ABS, ACF, AGIF and AGTGF. 7. Interested Persons Provisions The Charters for certain Funds currently permit contracts to provide services between the Fund and interested persons of the Fund, including the Adviser. Affiliated transactions are regulated under the 1940 Act rather than the MGCL. These changes would not affect the Funds' transactions with interested or affiliated persons, which will remain subject to regulations under the 1940 Act. The proposed amendments would eliminate the following provisions: . Procedures that a Fund must follow to enter into a contract with an affiliate. ACF and AGTGF. . Provision that permits interested persons to contract to provide services for a Fund and provide indemnification with respect to the provision of those services. AGIF. . Provisions that state that contracts with interested persons will not be void if such interest is disclosed to the Board and that permit an interested person to be counted towards a quorum for a vote to authorize that contract. ABS and AGIF. Approval of Proposal 4 with respect to each Fund requires the affirmative vote of the holders of shares entitled to cast a majority of the votes entitled to be cast. The Board, including the Independent Directors, of each Fund unanimously recommends that the stockholders of each Fund vote FOR Proposal 4. 27
PROPOSAL FIVE CHANGES TO FUNDAMENTAL POLICIES REGARDING COMMODITIES ALL FUNDS (EXCEPT ABF-MULTI-ASSET INFLATION STRATEGY, ACF-MARKET NEUTRAL STRATEGY-U.S. AND ACF-MARKET NEUTRAL STRATEGY-GLOBAL) Section 8(b) of the 1940 Act requires a fund to disclose whether it has a policy to engage in certain activities. Under the 1940 Act, these policies are "fundamental" and may not be changed without a stockholder vote. The Board considered and approved the Adviser's recommendation for the modification of the fundamental commodities policies of the Funds. The Funds' current fundamental commodities policies prohibit the purchase or sale of commodities regulated by the Commodity Futures Trading Commission ("CFTC") under the Commodity Exchange Act ("CEA") except for futures contracts and options on futures contracts. The Funds' fundamental commodities policies reflected legal requirements in effect at the time the current policy was adopted. The derivatives transactions regulated as commodities by the CFTC under the CEA were futures and options on futures and options on physical commodities. Swaps, including forward currency exchange contracts, were specifically excluded from regulation by the CFTC. As part of its recent financial reform initiative, Congress recently enacted legislation that, among other things, amends the CEA to subject swaps, including forward currency exchange contracts, to CFTC regulation. As a result, the current commodities policy, which specifically refers to commodities regulated by the CFTC, could potentially limit the Funds' flexibility to engage in certain swaps and forward currency exchange contracts following the adoption of regulations implementing the legislation. In order to clarify that the Funds may continue to engage in the same derivatives transactions that they are permitted to engage in today, regardless of whether a governmental agency may regulate these instruments in the future, the Adviser recommended, and the Directors approved, the following fundamental policy: The Fund may purchase or sell commodities or options thereon to the extent permitted by applicable law. The proposed fundamental policy would make it clear that the Funds may continue to engage in swaps, forward currency exchange contracts, as well as futures, options on futures, and any other commodity or commodities contracts. The Funds' investment in commodities will be reflected in investment policies approved by the Directors and disclosed in a Fund's Prospectuses and SAIs. The Adviser will continue to manage the Funds under the policies previously approved by the Directors and the proposed amendments would not result in a change to a Fund's risk exposure. The amended policy would permit Directors to modify the Funds' investment policies to reflect changes in statutory and regulatory requirements without incurring the time and expense of obtaining stockholder approval to change the policy and avoid issues relating to any future changes in the regulation of commodities. Approval of Proposal 5 requires a 1940 Act Majority Vote with respect to each Fund (or with respect to a Fund that has series, each Portfolio). The Board, including the Independent Directors, of each Fund unanimously recommends that the stockholders of each Fund vote FOR Proposal 5. 28
PROPOSAL SIX RECLASSIFICATION OF FUNDAMENTAL INVESTMENT OBJECTIVES OF CERTAIN FUNDS ABSS--U.S. LARGE CAP PORTFOLIO ("USLC") AGCF The Board considered and approved the Adviser's recommendation for the reclassification of the investment objectives of the Funds listed above as non-fundamental. The 1940 Act does not require the Funds' investment objectives to be fundamental policies that are changeable only by a stockholder vote. This proposal would give the Directors the flexibility to revise the Funds' investment objectives to respond to changed market conditions or other circumstances in a timely manner without the delay and expense of obtaining a stockholder vote. We are not proposing to change the investment objectives. USLC's investment objective is the same as the other AB Growth Funds, whose investment objectives are not fundamental. AGCF's fundamental investment objective requires it to invest at least 80% of its total assets in Greater China companies. However, AGCF is subject to Rule 35d-1, the so-called "Names Rule", which also requires it to have a policy to invest at least 80% of its assets in securities of Greater China companies. While the Directors would have the flexibility to change the 80% requirement in its investment objective, it would still be required to have an 80% policy as long as its name included the reference to Greater China. As with other investment objectives, we will provide stockholders with advance notice of not less than 60 days of any subsequent material change to a Fund's investment objective. Approval of Proposal 6 requires a 1940 Act Majority Vote with respect to each Fund. The Board, including the Independent Directors, of each Fund unanimously recommends that the stockholders of each Fund vote FOR Proposal 6. Part III--Independent Registered Public Accounting Firms Approval of Independent Registered Public Accounting Firms by Board The Board of each Fund, including a majority of the Directors who are not "interested persons", has appointed Ernst & Young LLP ("E&Y") as the independent registered public accounting firm for the each Fund's current fiscal year. E&Y has represented that it does not have any direct financial interest or any material indirect financial interest in any of the Funds. The Audit Committee of the Boards of each of ABS, ABSS, ACS, AEIF, AEXR, AGGF, AGIF, AIGF, ALCGF, ASMCGF and TAP (the "Auditor Change Funds") approved the dismissal of KPMG LLP as independent registered public accounting firm for the Auditor Change Funds (the "Prior Auditor") at a meeting held on March 24, 2010. The Prior Auditor's reports on the financial statements of the Auditor Change Funds for their last two fiscal years did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit 29
scope or accounting principles. During the period the Prior Auditor was engaged, there were no disagreements with the Prior Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which would have caused it to make reference to that matter in connection with its reports for the Auditor Change Funds or reportable events as described in paragraph (v) of Item 304(a)(1) of Regulation S-K. The Auditor Change Funds have requested that the Prior Auditor furnish them with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of the letter is attached as Appendix E and similar letters will be filed as Exhibit 77 to the Auditor Change Funds' first Form N-SAR filed following the Prior Auditor's dismissal. Except for the Auditor Change Funds, E&Y has audited the accounts of each Fund for the last two fiscal years. Representatives of E&Y are expected to attend the Meeting, to have the opportunity to make a statement and to respond to appropriate questions from the stockholders. Representatives of the Prior Auditor are not expected to attend the Meeting. Independent Registered Public Accounting Firms' Fees The following table sets forth the aggregate fees billed by the independent registered public accounting firms for each Fund's last two fiscal years (except for Funds that only recently commenced operations and have not yet completed a fiscal year) for professional services rendered for: (i) the audit of the Fund's annual financial statements included in the Fund's annual report to stockholders; (ii) assurance and related services that are reasonably related to the performance of the audit of the Fund's financial statements and are not reported under (i), which include advice and education on accounting and auditing issues, consent letters, and in the case of certain of the Funds, include multi-class distribution testing; (iii) tax compliance, tax advice and tax return preparation; and (iv) aggregate non-audit services provided to the Fund, the Adviser and entities that control, are controlled by or under common control with the Adviser that provide ongoing services to the Fund ("Service Affiliates"), which include conducting an annual internal control report pursuant to Statement on Auditing Standards No. 70. No other services were provided to any Fund during this period. TABLE 1
ALL FEES FOR NON-AUDIT SERVICES ALL OTHER PROVIDED TO THE FEES FOR FUND, THE SERVICES ADVISER AUDIT PROVIDED AND SERVICE NAME OF FUND AUDIT FEES RELATED FEES TAX FEES TO FUND AFFILIATES - ----------------------- ---- ---------- ------------ -------- --------- --------------- ABF--Intermediate Bond 2008 $60,400 $7,711 $30,707 n/a $998,263 Portfolio 2009 $44,837 $7,764 $ 5,564 n/a $787,985 ABS 2008 $38,000 $3,329 $ 6,988 n/a $387,022 2009 $33,132 $ 0 $18,025 n/a $177,274 ABSS--U.S. Large Cap 2008 $23,000 $ 0 $16,863 n/a $323,413 Portfolio 2009 $22,172 $ 0 $ 7,500 n/a $256,549 ABSS--2000 Retirement 2008 $22,750 $ 0 $16,663 n/a $323,213 Strategy 2009 $22,731 $ 0 $ 6,700 n/a $255,749 ABSS--2005 Retirement 2008 $22,750 $ 0 $16,663 n/a $323,213 Strategy 2009 $22,731 $ 0 $ 6,700 n/a $255,749
30
ALL FEES FOR NON-AUDIT SERVICES ALL OTHER PROVIDED TO THE FEES FOR FUND, THE SERVICES ADVISER AUDIT PROVIDED AND SERVICE NAME OF FUND AUDIT FEES RELATED FEES TAX FEES TO FUND AFFILIATES - -------------------------- ---- ---------- ------------ -------- --------- --------------- ABSS--2010 Retirement 2008 $22,750 $ 0 $16,663 n/a $323,213 Strategy 2009 $22,731 $ 0 $ 6,700 n/a $255,749 ABSS--2015 Retirement 2008 $22,750 $ 0 $16,663 n/a $323,213 Strategy 2009 $22,731 $ 0 $ 6,700 n/a $255,749 ABSS--2020 Retirement 2008 $22,750 $ 0 $16,663 n/a $323,213 Strategy 2009 $22,731 $ 0 $ 6,700 n/a $255,749 ABSS--2025 Retirement 2008 $22,750 $ 0 $16,663 n/a $323,213 Strategy 2009 $22,731 $ 0 $ 6,700 n/a $255,749 ABSS--2030 Retirement 2008 $22,750 $ 0 $16,663 n/a $323,213 Strategy 2009 $22,731 $ 0 $ 6,700 n/a $255,749 ABSS--2035 Retirement 2008 $22,750 $ 0 $16,663 n/a $323,213 Strategy 2009 $22,731 $ 0 $ 6,700 n/a $255,749 ABSS--2040 Retirement 2008 $22,750 $ 0 $16,663 n/a $323,213 Strategy 2009 $22,731 $ 0 $ 6,700 n/a $255,749 ABSS--2045 Retirement 2008 $22,750 $ 0 $16,663 n/a $323,213 Strategy 2009 $22,731 $ 0 $ 6,700 n/a $255,749 ABSS--2050 Retirement 2008 $22,750 $ 0 $16,663 n/a $323,213 Strategy 2009 $22,681 $ 0 $ 6,700 n/a $255,749 ABSS--2055 Retirement 2008 $22,750 $ 0 $16,663 n/a $323,213 Strategy 2009 $22,681 $ 0 $ 6,700 n/a $255,749 ABT--AllianceBernstein 2008 $37,800 $5,184 $16,636 n/a $982,165 Value Fund 2009 $33,240 $ 0 $ 7,784 n/a $782,440 ABT--AllianceBernstein 2008 $37,800 $5,184 $16,650 n/a $982,179 Small/Mid Cap Value 2009 $34,120 $ 0 $ 7,784 n/a $782,440 Fund ABT--AllianceBernstein 2008 $45,200 $5,443 $20,484 n/a $986,272 International Value Fund 2009 $41,720 $ 0 $ 8,384 n/a $783,040 ABT--AllianceBernstein 2008 $37,800 $5,184 $19,537 n/a $985,066 Global Value Fund 2009 $36,665 $ 0 $ 8,384 n/a $783,040 ACF--Small Cap Growth 2009 $33,680 $1,650 $ 8,308 n/a $711,673 Portfolio 2010 $29,000 $ 0 $15,605 n/a $608,552 ACF--U.S. Strategic 2009 $ 0 $ 0 $ 0 n/a $ 0 Research Portfolio 2010 $21,750 $ 0 $ 0 n/a $666,918 ACOF 2008 $44,100 $5,404 $16,575 n/a $982,324 2009 $33,040 $ 0 $ 7,834 n/a $782,490 ACS 2009 $33,600 $ 0 $11,350 n/a $183,043 2010 $32,900 $ 0 $17,990 n/a $192,022 ADYF 2008 $66,600 $5,542 $21,106 n/a $986,993 2009 $53,739 $1,650 $10,900 n/a $787,207 AEIF 2008 $35,250 $ 0 $ 8,038 n/a $386,388 2009 $33,231 $ 0 $15,525 n/a $174,774 AEXR 2008 $27,300 $ 0 $ 6,576 n/a $377,926 2009 $26,566 $ 0 $ 3,000 n/a $187,249
31
ALL FEES FOR NON-AUDIT SERVICES ALL OTHER PROVIDED TO THE FEES FOR FUND, THE SERVICES ADVISER AUDIT PROVIDED AND SERVICE NAME OF FUND AUDIT FEES RELATED FEES TAX FEES TO FUND AFFILIATES - ---------------------------- ---- ---------- ------------ -------- --------- --------------- AFIS--Government STIF 2009 $35,800 $1,816 $19,100 n/a $ 460,445 Portfolio 2010 $33,030 $ 0 $12,408 n/a $ 719,514 AGBF 2008 $70,587 $3,211 $21,907 n/a $1,031,365 2009 $55,320 $4,732 $10,400 n/a $ 746,586 AGCF 2009 $32,240 $1,650 $10,084 n/a $ 713,449 2010 $29,000 $ 0 $12,877 n/a $ 605,824 AGGF 2009 $36,818 $ 0 $13,600 n/a $ 284,799 2010 $30,500 $ 0 $ 1,408 n/a $ 668,326 AGIF 2008 $36,500 $ 0 $12,517 n/a $ 383,867 2009 $31,686 $ 0 $16,025 n/a $ 175,270 AGREIF 2008 $58,300 $5,901 $28,375 n/a $ 994,621 2009 $45,800 $ 0 $13,884 n/a $ 788,540 AGTGF 2009 $36,320 $3,300 $12,684 n/a $ 717,699 2010 $29,000 $2,000 $16,485 n/a $ 611,432 AHIF 2008 $67,650 $8,711 $63,407 n/a $1,032,463 2009 $60,416 $5,668 $10,400 n/a $ 790,725 AIGF 2009 $38,842 $ 0 $13,200 n/a $ 284,399 2010 $30,500 $ 0 $ 2,581 n/a $ 669,499 ALCGF 2009 $30,722 $ 0 $12,725 n/a $ 298,924 2010 $29,000 $ 0 $ 2,581 n/a $ 595,528 AMIF--California Portfolio 2008 $35,110 $3,440 $13,625 n/a $ 977,410 2009 $31,920 $4,699 $ 6,440 n/a $ 785,796 AMIF--High Income 2008 $ 0 $ 0 $ 0 n/a $ 0 Municipal Portfolio 2009 $ 0 $ 0 $ 0 n/a $ 0 AMIF--National Portfolio 2008 $35,110 $3,440 $13,625 n/a $ 977,410 2009 $31,920 $4,389 $ 5,790 n/a $ 784,835 AMIF--New York Portfolio 2008 $35,110 $3,440 $13,625 n/a $ 977,410 2009 $31,920 $2,422 $ 5,790 n/a $ 782,868 AMIF II--Arizona Portfolio 2008 $26,767 $3,148 $14,758 n/a $1,024,154 2009 $26,879 $4,732 $ 6,983 n/a $ 743,169 AMIF II--Massachusetts 2008 $26,767 $3,148 $14,758 n/a $1,024,154 Portfolio 2009 $26,879 $4,732 $ 6,983 n/a $ 743,169 AMIF II--Michigan Portfolio 2008 $26,767 $3,148 $14,758 n/a $1,024,154 2009 $26,879 $4,732 $ 6,983 n/a $ 743,169 AMIF II--Minnesota 2008 $26,767 $3,148 $14,758 n/a $1,024,154 Portfolio 2009 $26,880 $4,732 $ 6,983 n/a $ 743,169 AMIF II--New Jersey 2008 $26,767 $3,148 $14,758 n/a $1,024,154 Portfolio 2009 $26,880 $4,732 $ 6,983 n/a $ 743,169 AMIF II--Ohio Portfolio 2008 $26,767 $3,148 $14,758 n/a $1,024,154 2009 $26,880 $4,732 $ 6,983 n/a $ 743,169 AMIF II--Pennsylvania 2008 $26,767 $3,148 $14,758 n/a $1,024,154 Portfolio 2009 $26,880 $4,732 $ 6,983 n/a $ 743,169 AMIF II--Virginia Portfolio 2008 $26,767 $3,148 $14,758 n/a $1,024,154 2009 $26,880 $4,732 $ 6,983 n/a $ 743,169
32
ALL FEES FOR NON-AUDIT SERVICES ALL OTHER PROVIDED TO THE FEES FOR FUND, THE SERVICES ADVISER AUDIT PROVIDED AND SERVICE NAME OF FUND AUDIT FEES RELATED FEES TAX FEES TO FUND AFFILIATES - -------------------------- ---- ---------- ------------ -------- --------- --------------- ASMCGF 2009 $30,722 $0 $ 4,200 n/a $286,199 2010 $29,000 $0 $ 1,173 n/a $594,120 TAP--AllianceBernstein 2009 $30,481 $0 $ 5,000 n/a $286,999 Growth Fund 2010 $29,000 $0 $ 3,754 n/a $596,701 TAP-- Conservative Wealth 2008 $22,750 $0 $16,863 n/a $323,413 Strategy 2009 $22,681 $0 $ 7,500 n/a $256,549 TAP-- Tax-Managed 2008 $40,200 $0 $18,825 n/a $325,375 Conservative Wealth 2009 $36,753 $0 $ 8,600 n/a $257,649 Strategy TAP--Balanced Wealth 2008 $22,750 $0 $16,863 n/a $323,413 Strategy 2009 $22,681 $0 $ 7,500 n/a $256,549 TAP--Tax-Managed 2008 $40,200 $0 $21,325 n/a $327,875 Balanced Wealth Strategy 2009 $36,753 $0 $ 8,600 n/a $257,649 TAP--Wealth Appreciation 2008 $22,750 $0 $18,363 n/a $324,913 Strategy 2009 $20,681 $0 $ 7,500 n/a $256,549 TAP--Tax-Managed Wealth 2008 $40,200 $0 $20,275 n/a $326,825 Appreciation Strategy 2009 $36,753 $0 $ 7,500 n/a $256,549
Beginning with audit and non-audit service contracts entered into on or after May 6, 2003, the Funds' Audit Committee policies and procedures require the pre-approval of all audit and non-audit services provided to a Fund by the Fund's independent auditors. A Fund's Audit Committee policies and procedures also require pre-approval of all audit and non-audit services provided to the Adviser and Service Affiliates to the extent that these services are directly related to the operations or financial reporting of the Fund. Accordingly, all of the amounts for Audit Fees, Audit-Related Fees and Tax Fees in Table 1 are for services pre-approved by the Audit Committee. The amounts of the Fees for Non-Audit Services provided to the Fund, the Adviser and Service Affiliates in Table 1 for each Fund that were subject to pre-approval by the Audit Committee for 2008 and 2009 are presented below in Table 2 (includes conducting an annual internal control report pursuant to Statement on Accounting Standards No. 70). The Audit Committee of each Fund has considered whether the provision of any non-audit services not pre-approved by the Audit Committee provided by the Fund's independent auditors to the Adviser and Service Affiliates is compatible with maintaining the auditors' independence. 33
TABLE 2
FEES FOR NON-AUDIT SERVICES PROVIDED TO THE FUND, THE ADVISER AND SERVICE AFFILIATES SUBJECT TO PORTION COMPRISED PRE-APPROVAL BY OF AUDIT PORTION COMPRISED NAME OF FUND AUDIT COMMITTEE RELATED FEES OF TAX FEES - --------------------------------- ---- ------------------ ----------------- ----------------- ABF--Intermediate Bond Portfolio 2008 $ 181,037 $150,830 $30,207 2009 $ 257,174 $251,610 $ 5,564 ABS 2008 $ 8,672 $ 1,684 $ 6,988 2009 $ 18,025 $ 0 $18,025 ABSS--U.S. Large Cap Portfolio 2008 $ 16,863 $ 0 $16,863 2009 $ 7,500 $ 0 $ 7,500 ABSS--2000 Retirement Strategy 2008 $ 16,663 $ 0 $16,663 2009 $ 6,700 $ 0 $ 6,700 ABSS--2005 Retirement Strategy 2008 $ 16,663 $ 0 $16,663 2009 $ 6,700 $ 0 $ 6,700 ABSS--2010 Retirement Strategy 2008 $ 16,663 $ 0 $16,663 2009 $ 6,700 $ 0 $ 6,700 ABSS--2015 Retirement Strategy 2008 $ 16,663 $ 0 $16,663 2009 $ 6,700 $ 0 $ 6,700 ABSS--2020 Retirement Strategy 2008 $ 16,663 $ 0 $16,663 2009 $ 6,700 $ 0 $ 6,700 ABSS--2025 Retirement Strategy 2008 $ 16,663 $ 0 $16,663 2009 $ 6,700 $ 0 $ 6,700 ABSS--2030 Retirement Strategy 2008 $ 16,663 $ 0 $16,663 2009 $ 6,700 $ 0 $ 6,700 ABSS--2035 Retirement Strategy 2008 $ 16,663 $ 0 $16,663 2009 $ 6,700 $ 0 $ 6,700 ABSS--2040 Retirement Strategy 2008 $ 16,663 $ 0 $16,663 2009 $ 6,700 $ 0 $ 6,700 ABSS--2045 Retirement Strategy 2008 $ 16,663 $ 0 $16,663 2009 $ 6,700 $ 0 $ 6,700 ABSS--2050 Retirement Strategy 2008 $ 16,663 $ 0 $16,663 2009 $ 6,700 $ 0 $ 6,700 ABSS--2055 Retirement Strategy 2008 $ 16,663 $ 0 $16,663 2009 $ 6,700 $ 0 $ 6,700 ABT--AllianceBernstein Value 2008 $ 164,939 $148,303 $16,636 Fund 2009 $ 251,630 $243,846 $ 7,784 ABT--AllianceBernstein Small/ 2008 $ 164,953 $148,303 $16,650 Mid Cap Value Fund 2009 $ 251,630 $243,846 $ 7,784 ABT--AllianceBernstein 2008 $ 169,046 $148,562 $20,484 International Value Fund 2009 $ 252,230 $243,846 $ 8,384 ABT--AllianceBernstein Global 2008 $ 167,840 $148,303 $19,537 Value Fund 2009 $ 252,230 $243,846 $ 8,384 ACF--Small Cap Growth Portfolio 2009 $ 253,804 $245,496 $ 8,308 2010 $ 143,320 $127,715 $15,605 ACF--U.S. Strategic Research 2009 $ 0 $ 0 $ 0 Portfolio 2010 $ 127,715 $127,715 $ 0
34
FEES FOR NON-AUDIT SERVICES PROVIDED TO THE FUND, THE ADVISER AND SERVICE AFFILIATES SUBJECT TO PORTION COMPRISED PRE-APPROVAL BY OF AUDIT PORTION COMPRISED NAME OF FUND AUDIT COMMITTEE RELATED FEES OF TAX FEES - --------------------------------- ---- ------------------ ----------------- ----------------- ACOF 2008 $165,098 $148,523 $16,575 2009 $251,680 $243,846 $ 7,834 ACS 2009 $ 11,350 $ 0 $11,350 2010 $ 17,130 $ 0 $17,130 ADYF 2008 $169,767 $148,661 $21,106 2009 $256,396 $245,496 $10,900 AEIF 2008 $ 8,038 $ 0 $ 8,038 2009 $ 15,525 $ 0 $15,525 AEXR 2008 $ 6,576 $ 0 $ 6,576 2009 $ 3,000 $ 0 $ 3,000 AFIS--Government STIF Portfolio 2009 $ 20,916 $ 1,816 $19,100 2010 $ 12,408 $ 0 $12,408 AHIF 2008 $215,237 $151,830 $63,407 2009 $259,914 $249,514 $10,400 AGBF 2008 $168,237 $146,330 $21,907 2009 $255,896 $245,496 $10,400 AGCF 2009 $255,580 $245,496 $10,084 2010 $140,592 $127,715 $12,877 AGGF 2009 $ 13,600 $ 0 $13,600 2010 $129,123 $127,715 $ 1,408 AGREIF 2008 $177,395 $149,020 $28,375 2009 $257,730 $243,846 $13,884 AGTGF 2009 $259,830 $247,146 $12,684 2010 $146,200 $129,715 $16,485 AGIF 2008 $ 12,517 $ 0 $12,517 2009 $ 16,025 $ 0 $16,025 AIGF 2009 $ 13,200 $ 0 $13,200 2010 $130,296 $127,715 $ 2,581 ALCGF 2009 $ 16,925 $ 0 $16,925 2010 $130,296 $127,715 $ 2,581 AMIF--California Portfolio 2008 $160,184 $146,559 $13,625 2009 $254,985 $248,545 $ 6,440 AMIF--High Income Municipal 2008 $ 0 $ 0 $ 0 Portfolio 2009 $ 0 $ 0 $ 0 AMIF--National Portfolio 2008 $160,184 $146,559 $13,625 2009 $254,025 $248,235 $ 5,790 AMIF--New York Portfolio 2008 $160,184 $146,559 $13,625 2009 $252,058 $246,268 $ 5,790 AMIF II--Arizona Portfolio 2008 $161,026 $146,267 $14,758 2009 $252,479 $245,496 $ 6,983 AMIF II--Massachusetts Portfolio 2008 $161,025 $146,267 $14,758 2009 $252,479 $245,496 $ 6,983
35
FEES FOR NON-AUDIT SERVICES PROVIDED TO THE FUND, THE ADVISER AND SERVICE AFFILIATES SUBJECT TO PORTION COMPRISED PRE-APPROVAL BY OF AUDIT PORTION COMPRISED NAME OF FUND AUDIT COMMITTEE RELATED FEES OF TAX FEES - -------------------------------- ---- ------------------ ----------------- ----------------- AMIF II--Michigan Portfolio 2008 $161,025 $146,267 $14,758 2009 $252,479 $245,496 $ 6,983 AMIF II--Minnesota Portfolio 2008 $161,025 $146,267 $14,758 2009 $252,479 $245,496 $ 6,983 AMIF II--New Jersey Portfolio 2008 $161,025 $146,267 $14,758 2009 $252,479 $245,496 $ 6,983 AMIF II--Ohio Portfolio 2008 $161,025 $146,267 $14,758 2009 $252,479 $245,496 $ 6,983 AMIF II--Pennsylvania Portfolio 2008 $161,025 $146,267 $14,758 2009 $252,479 $245,496 $ 6,983 AMIF II--Virginia Portfolio 2008 $161,025 $146,267 $14,758 2009 $252,479 $245,496 $ 6,983 ASMCGF 2009 $ 0 $ 0 $ 0 2010 $128,888 $127,715 $ 1,173 TAP--AllianceBernstein 2009 $ 5,000 $ 0 $ 5,000 Growth Fund 2010 $131,469 $127,715 $ 3,754 TAP--Conservative Wealth 2008 $ 16,863 $ 0 $16,863 Strategy 2009 $ 7,500 $ 0 $ 7,500 TAP--Tax-Managed Conservative 2008 $ 18,825 $ 0 $18,825 Wealth Strategy 2009 $ 8,600 $ 0 $ 8,600 TAP--Balanced Wealth Strategy 2008 $ 16,863 $ 0 $16,863 2009 $ 7,500 $ 0 $ 7,500 TAP--Tax-Managed Balanced 2008 $ 21,325 $ 0 $21,325 Wealth Strategy 2009 $ 8,600 $ 0 $ 8,600 TAP--Wealth Appreciation 2008 $ 18,363 $ 0 $18,363 Strategy 2009 $ 7,500 $ 0 $ 7,500 TAP--Tax-Managed Wealth 2008 $ 20,275 $ 0 $20,275 Appreciation Strategy 2009 $ 7,500 $ 0 $ 7,500
Part IV--Proxy Voting and Stockholder Meetings All properly executed and timely received proxies will be voted at the Meeting in accordance with the instructions marked thereon or otherwise provided therein. Accordingly, unless instructions to the contrary are marked on the proxies, the votes will be cast: (i) for the election of each of the nominees as a Director for a Fund (Proposal One), (ii) for the amendment of the Investment Advisory Agreements for certain of the Funds (Proposals Two A. and B.), (iii) for the amendment of the Declarations of Trust for certain of the Funds that are organized as Massachusetts Business Trusts (Proposal Three), (iv) for the amendment and restatement of the Charters for certain of the Funds that are organized as Maryland corporations (Proposal Four), (v) for the amendment of certain of the Funds' fundamental policies regarding commodities (Proposal Five) and (vi) for the reclassification of certain of the Funds' 36
fundamental investment objectives as non-fundamental (Proposal Six). If no specification is made on a properly executed proxy, it will be voted for the matters specified on the Proxy Card. Those stockholders who hold shares directly and not through a broker or nominee (that is, a stockholder of record) may authorize their proxies to cast their votes by completing a Proxy Card and returning it by mail in the enclosed postage-paid envelope as well as by telephoning toll free (866) 451-3783. Owners of shares held through a broker or nominee (who is a stockholder of record for those shares) should follow directions provided to the stockholder by the broker or nominee to submit voting instructions. Instructions to be followed by a stockholder of record to submit a proxy via telephone or through the Internet, including use of the Control Number on the stockholder's Proxy Card, are designed to verify stockholder identities, to allow stockholders to give voting instructions and to confirm that stockholder instructions have been recorded properly. Stockholders who authorize proxies by telephone or through the Internet should not also return a Proxy Card. A stockholder of record may revoke the stockholder's proxy at any time prior to exercise thereof by giving written notice to the Secretary of the Funds at 1345 Avenue of the Americas, New York, New York 10105, by authorizing a later-dated proxy (either by signing and mailing another Proxy Card or by telephone or through the Internet, as indicated above), or by personally attending and voting at the Meeting. Properly executed proxies may be returned with instructions to abstain from voting or to withhold authority to vote (an "abstention") or represent a broker "non-vote" (which is a proxy from a broker or nominee indicating that the broker or nominee has not received instructions from the beneficial owner or other person entitled to vote shares on a particular matter with respect to which the broker or nominee does not have discretionary power to vote). For all Funds, the approval of Proposal One requires the affirmative vote of a plurality of the votes cast. The approvals of Proposals Two A. and B. require a 1940 Act Majority Vote for each of ACF-SCG, AGTGF, and the TAP Portfolios. The approval of Proposal Three requires the affirmative vote of a majority of the shares entitled to vote for each of AEXR, AMIF II, and ABT. The approval of Proposal Four requires an affirmative vote of a majority of the votes entitled to be cast for each of ABS, ABSS, ACF, ACOF, AEIF, AGCF, AGIF, AGTGF, AGREIF, AHIF, AIGF, and ALCGF. The approval of Proposal Five requires a 1940 Act Majority Vote for each of the Funds. The approval of Proposal Six requires a 1940 Act Majority Vote for each of ABSS--USLC and AGCF. Abstentions and broker non-votes, if any, not being votes cast, will have no effect on the outcome of Proposal One. With respect to Proposal Two, Proposal Three, Proposal Four, Proposal Five and Proposal Six, an abstention or broker non-vote, if any, will be considered present for purposes of determining the existence of a quorum but will have the effect of a vote against those proposals. If any matter other than the proposals properly comes before the Meeting, the shares represented by proxies will be voted on all such other proposals in the discretion of the person or persons voting the proxies. The Funds have not received notice of, and are not otherwise aware of, any other matter to be presented at the Meeting. 37
For most Funds, a quorum for the Meetings will consist of the presence in person or by proxy of the holders of one-third of a Fund's shares entitled to vote at the Meetings. With respect to AEXR and AMIF II, a quorum for the Meetings will consist of the presence in person or by proxy of the holders of a majority of a Fund's shares issued and outstanding and entitled to vote at the Meetings. With respect to ABT, a quorum for the Meetings will consist of the presence in person or by proxy of the holders of 40% of the Fund's shares entitled to vote at the Meetings. With respect to ACS and TAP, a quorum for the Meetings will consist of the presence in person or by proxy of the holders of 30% of a Fund's shares entitled to vote at the Meetings. In the event a quorum is not present at the Meeting, or, even if a quorum is so present, if sufficient votes in favor of the position recommended by the Board on any Proposal described in the Proxy Statement are not timely received, the Chairman of a Board may authorize, or the persons named as proxies may propose and vote for, one or more adjournments of the Meeting up to 120 days after the record date to permit further solicitation of proxies. The Meeting may be adjourned with respect to fewer than all the Proposals in the Proxy Statement and a stockholder vote may be taken on any one or more of the Proposals prior to any adjournment if sufficient votes have been received for approval thereof. Shares represented by proxies indicating a vote contrary to the position recommended by a majority of the Board on a Proposal will be voted against adjournment as to that Proposal. The Meeting is scheduled as a joint meeting of the stockholders of the Funds because the stockholders of all the Funds are to consider and vote on the election of Directors. Stockholders of each Fund will vote separately on the election of Directors for their Fund and on any other matter that may properly come before the meeting for that Fund. An unfavorable vote by the stockholders of one Fund will not affect the vote on the election of Directors or any other matter by the stockholders of another Fund. The Adviser has engaged Broadridge Financial Solutions, Inc. ("Broadridge"), 60 Research Road, Hingham, MA 02043, to assist in soliciting proxies for the Meeting, including contacting stockholders by telephone or other electronic means to solicit stockholders on behalf of the Funds. Broadridge will receive a total fee of $1 million for its services, which will be borne by the Funds. Other costs of the proxy solicitation will also be borne by the Funds. Part V--Other Information OFFICERS OF THE FUNDS Certain information concerning the Funds' officers is set forth below. The Funds' officers are elected annually by the respective Board of Directors until his or her successor is duly elected and qualifies.
POSITION(S) (MONTH AND YEAR PRINCIPAL OCCUPATION NAME, ADDRESS* AND AGE YEAR FIRST ELECTED) DURING THE PAST 5 YEARS - ---------------------- ------------------------------ ----------------------- Robert M. Keith President and Chief Executive See biography above. 50 Officer, All Funds (09/08)
38
POSITION(S) (MONTH AND YEAR PRINCIPAL OCCUPATION NAME, ADDRESS* AND AGE YEAR FIRST ELECTED) DURING THE PAST 5 YEARS - ---------------------- --------------------------------- -------------------------------------- Philip L. Kirstein Senior Vice President and Senior Vice President and 65 Independent Compliance Officer, Independent Compliance Officer of All Funds (10/04) the AllianceBernstein Mutual Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to March 2003. Emilie Wrapp Secretary, Senior Vice President, Assistant 54 All Funds (10/05) General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2005. Joseph J. Mantineo Treasurer and Senior Vice President of 51 Chief Financial Officer, AllianceBernstein Investor Services, All Funds (8/06) Inc. ("ABIS")**, with which he has been associated since prior to 2005. Phyllis J. Clarke Controller, Vice President of ABIS**, with which 49 AFIS, AMIF, AMIF II, TAP, (5/09) she has been associated since prior ABF, ABS, ABSS, ABT, ACF, ACOF, to 2005. ACS, AGREIF, AGTGF, AIGF, ALCGF, (11/08) Stephen Woetzel Controller, Vice President of ABIS**, with which 38 ADYF, AEXR, AGBF, AGGF, AGCF, he has been associated since prior to AGIF, AHIF, ASMCGF, AEIF, (5/09) 2005.
- --------------------- * The address for the Funds' officers is 1345 Avenue of the Americas, New York, New York 10105. **An affiliate of each of the Funds. INFORMATION AS TO THE INVESTMENT ADVISER, ADMINISTRATOR, AND DISTRIBUTOR OF THE FUNDS Each Fund's investment adviser and administrator is AllianceBernstein L.P., 1345 Avenue of the Americas, New York, New York 10105. Each Fund's distributor is AllianceBernstein Investments, Inc., 1345 Avenue of the Americas, New York, New York 10105. OTHER MATTERS Management of each Fund does not know of any matters properly to be presented at the Meeting other than those mentioned in this Proxy Statement. If any other matters properly come before the Meeting, the shares represented by proxies will be voted with respect thereto in the discretion of the person or persons voting the proxies. 39
STOCK OWNERSHIP Information regarding person(s) who owned of record or were known by a Fund to beneficially own 5% or more of a Fund's share (or class of shares, if applicable) on August 1, 2010 is provided in Appendix D. SUBMISSION OF PROPOSALS FOR NEXT MEETING OF STOCKHOLDERS The Funds do not hold stockholder meetings annually. Any stockholder who wishes to submit a proposal to be included in the Fund's proxy statement and form of proxy card for a Fund's next meeting of stockholders should send the proposal to the Fund so as to be received within a reasonable time before a Fund begins to print and mail its proxy materials relating to such meeting. A stockholder who wishes (a) to submit a proposal at a stockholders meeting but does not want the proposal to appear in the Fund's proxy statement or proxy card, or (b) to submit a nomination for director at an annual meeting of stockholders, should consult the Fund's Bylaws for timing and informational requirements. The Bylaws of each Fund currently provide that, in any year in which an annual meeting of stockholders is to be held, to be timely, a stockholder's notice of nomination or proposal shall set forth all information required under the Bylaws and shall be delivered to the Secretary of the Fund at the principal executive office of the Fund not earlier than the 150/th/ day prior to the anniversary of the date of mailing of the notice for the preceding annual meeting nor later than 5:00 p.m., Eastern Time, on the 120th day prior to the anniversary of the date of mailing of the notice for the preceding annual meeting. In the event that the date of the annual meeting is advanced or delayed by more than 30 days from the anniversary of the date of the preceding annual meeting, notice by the stockholder to be timely must be delivered not earlier than the 150th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to the date of such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. REPORTS TO STOCKHOLDERS Each Fund will furnish each person to whom this Proxy Statement is delivered with a copy of its latest annual report to stockholders and its subsequent semi-annual report to stockholders, if any, upon request and without charge. To request a copy, please call AllianceBernstein Investments, Inc. at (800) 227-4618 or contact Kristine Antoja at AllianceBernstein L.P., 1345 Avenue of the Americas, New York, New York 10105. By Order of the Boards of Directors, Emilie D. Wrapp Secretary September 21, 2010 New York, New York 40
APPENDIX A OUTSTANDING VOTING SHARES A list of the outstanding voting shares for each of the Funds as of the record date is presented below. Each share is entitled to cast one vote at the Meeting. Maryland Corporations
NUMBER OF FUND NAME CLASS OUTSTANDING SHARES - ------------------------------------------------------------------------------------------------ AllianceBernstein Balanced Shares, Inc. A 29,303,776 B 6,418,776 C 5,781,519 Advisor 2,412,588 R 441,592 K 207,950 I 142,989 AllianceBernstein Blended Style Series, Inc.--U.S. Large Cap Growth A 2,169,305 B 1,228,627 C 1,090,016 Advisor 319,630 R 9,669 K 191,955 I 187,847 AllianceBernstein Blended Style Series, Inc.--AllianceBernstein 2000 A 649,747 Retirement Strategy B 17,273 C 84,134 Advisor 73,997 R 266,133 K 1,858,106 I 156,495 AllianceBernstein Blended Style Series, Inc.--AllianceBernstein 2005 A 2,349,861 Retirement Strategy B 44,083 C 37,519 Advisor 74,057 R 334,442 K 1,161,988 I 42,956 AllianceBernstein Blended Style Series, Inc.--AllianceBernstein 2010 A 6,094,299 Retirement Strategy B 75,486 C 222,581 Advisor 1,468,842 R 1,683,558 K 7,170,580 I 764,271 AllianceBernstein Blended Style Series, Inc.--AllianceBernstein 2015 A 10,034,120 Retirement Strategy B 238,853 C 368,167 Advisor 1,504,252 R 4,234,017 K 12,112,967 I 3,496,516
A-1
NUMBER OF FUND NAME CLASS OUTSTANDING SHARES - ------------------------------------------------------------------------------------------------ AllianceBernstein Blended Style Series, Inc.--AllianceBernstein 2020 A 12,434,969 Retirement Strategies B 240,304 C 597,897 Advisor 1,611,347 R 5,316,153 K 19,863,467 I 2,474,166 AllianceBernstein Blended Style Series, Inc.--AllianceBernstein 2025 A 12,438,654 Retirement Strategies B 142,574 C 393,059 Advisor 1,350,599 R 5,035,582 K 13,863,266 I 2,024,197 AllianceBernstein Blended Style Series, Inc.--AllianceBernstein 2030 A 10,329,094 Retirement Strategies B 135,295 C 517,457 Advisor 1,197,199 R 4,399,046 K 13,380,526 I 1,645,151 AllianceBernstein Blended Style Series, Inc.--AllianceBernstein 2035 A 7,366,518 Retirement Strategies B 98,269 C 320,105 Advisor 926,334 R 2,968,061 K 8,628,893 I 1,150,327 AllianceBernstein Blended Style Series, Inc.--AllianceBernstein 2040 A 6,162,753 Retirement Strategies B 97,412 C 321,881 Advisor 906,377 R 2,773,098 K 7,010,348 I 1,093,602 AllianceBernstein Blended Style Series, Inc.--AllianceBernstein 2045 A 4,597,848 Retirement Strategies B 35,654 C 185,540 Advisor 772,560 R 2,038,354 K 4,061,963 I 573,169 AllianceBernstein Blended Style Series, Inc.--AllianceBernstein 2050 A 625,076 Retirement Strategies B 4,407 C 27,761 Advisor 312,323 R 346,476 K 1,071,170 I 103,310
A-2
NUMBER OF FUND NAME CLASS OUTSTANDING SHARES - ------------------------------------------------------------------------------------------------ AllianceBernstein Blended Style Series, Inc.--AllianceBernstein 2055 A 124,375 Retirement Strategies B 2,792 C 6,542 Advisor 77,206 R 74,668 K 280,054 I 9,347 AllianceBernstein Bond Fund, Inc.--AllianceBernstein Intermediate A 38,404,221 Bond Portfolio B 1,567,973 C 6,089,555 Advisor 7,895,928 R 57,661 K 395,724 I 103,319 AllianceBernstein Bond Fund, Inc.--AllianceBernstein Bond Inflation A 161,720 Strategy C 202,464 Advisor 89,351 R 1,000 K 74,408 I 1,000 Class 2 993,000 AllianceBernstein Bond Fund, Inc.--AllianceBernstein Multi-Asset A 37,033 Inflation Strategy C 18,570 Advisor 40,074 R 1,000 K 1,000 I 1,000 Class 2 993,000 AllianceBernstein Bond Fund, Inc.--AllianceBernstein Municipal Bond A 2,322,844 Inflation Strategy C 1,043,271 Advisor 551,068 Class 2 996,000 AllianceBernstein Cap Fund, Inc.--AllianceBernstein Small-Cap A 5,918,673 Growth Portfolio B 450,084 C 653,803 Advisor 678,813 R 277,169 K 245,735 I 7,128,420 AllianceBernstein Cap Fund, Inc.--AllianceBernstein U.S. Strategic A 66,281 Research Portfolio C 10,393 Advisor 96,570 R 1,000 K 1,000 I 1,000
A-3
NUMBER OF FUND NAME CLASS OUTSTANDING SHARES - -------------------------------------------------------------------------------------------------- AllianceBernstein Cap Fund, Inc.--AllianceBernstein Market Neutral A 1,495 Strategy--U.S. C 2,209 Advisor 1,000 R 1,001 K 1,001 I 195,001 AllianceBernstein Cap Fund, Inc.--AllianceBernstein Market Neutral A 6,005 Strategy--Global C 1,000 Advisor 1,000 R 1,001 K 1,001 I 195,001 AllianceBernstein Core Opportunities Fund, Inc. A 6,361,276 B 1,758,601 C 1,842,347 R 17,723 K 36,088 I 658 AllianceBernstein Diversified Yield Fund, Inc. A 5,156,830 B 479,052 C 1,584,206 Advisor 1,414,197 R 57,091 K 3,360 I 1,130 AllianceBernstein Equity Income Fund, Inc. A 5,419,328 B 791,182 C 1,427,891 Advisor 361,879 R 130,754 K 182,614 I 34,118 AllianceBernstein Fixed-Income Shares, Inc.--Government STIF Portfolio N/A 2,738,316,491 AllianceBernstein Global Bond Fund, Inc. A 205,214,920 B 9,732,773 C 79,532,948 Advisor 51,531,298 R 1,340,857 K 146,669 I 1,163,730 AllianceBernstein Global Growth Fund, Inc. A 358,729 B 89,755 C 150,031 Advisor 4,064,350 R 2,880 K 41,548 I 688
A-4
NUMBER OF FUND NAME CLASS OUTSTANDING SHARES - ----------------------------------------------------------------------------------------- AllianceBernstein Global Real Estate Investment Fund, Inc. A 6,860,758 B 637,199 C 1,843,085 Advisor 620,208 R 521,196 K 685,760 I 231,990 AllianceBernstein Global Thematic Growth Fund, Inc. A 12,995,424 B 1,270,263 C 2,153,764 Advisor 982,955 R 92,141 K 73,266 I 77,961 AllianceBernstein Greater China '97 Fund, Inc. A 2,492,417 B 766,384 C 1,037,639 Advisor 301,431 AllianceBernstein Growth and Income Fund, Inc. A 380,651,389 B 32,243,030 C 61,745,198 Advisor 26,285,331 R 900,515 K 1,337,339 I 468,081 AllianceBernstein High Income Fund, Inc. A 129,279,779 B 4,545,190 C 50,511,986 Advisor 34,043,978 R 1,269,267 K 175,704 I 1,573,674 AllianceBernstein International Growth Fund, Inc. A 72,130,334 B 3,662,246 C 15,595,671 Advisor 23,257,794 R 3,421,852 K 988,116 I 2,467,251 AllianceBernstein Large Cap Growth Fund, Inc. A 48,817,294 B 5,302,969 C 10,655,291 Advisor 13,899,878 R 211,233 K 1,887,333 I 1,511,621 AllianceBernstein Municipal Income Fund--California Portfolio A 55,588,171 B 523,952 C 10,898,488 Advisor 1,114,136
A-5
NUMBER OF FUND NAME CLASS OUTSTANDING SHARES - -------------------------------------------------------------------------------------------------- AllianceBernstein Municipal Income Fund--AllianceBernstein High Income A 18,231,753 Municipal Portfolio C 5,411,345 Advisor 8,128,876 AllianceBernstein Municipal Income Fund--National Portfolio A 70,176,742 B 1,366,281 C 14,891,611 Advisor 6,760,477 AllianceBernstein Municipal Income Fund--New York Portfolio A 51,512,814 B 2,632,782 C 8,607,689 Advisor 1,197,217 AllianceBernstein Small/Mid Cap Growth Fund, Inc. A 74,186,964 B 2,534,917 C 2,821,117 Advisor 6,935,852 R 514,202 K 714,072 I 1,114,196 AllianceBernstein Trust--AllianceBernstein Value Fund A 9,398,265 B 1,377,748 C 2,865,647 Advisor 38,124,048 R 406,254 K 630,761 I 2,388,661 AllianceBernstein Trust--AllianceBernstein Small/Mid Cap Value Fund A 33,845,610 B 3,328,444 C 9,187,706 Advisor 14,912,348 R 5,274,389 K 2,383,271 I 11,283,318 AllianceBernstein Trust--AllianceBernstein International Value Fund A 89,561,638 B 4,836,556 C 20,337,785 Advisor 77,359,186 R 6,207,687 K 11,285,679 I 30,040,881 AllianceBernstein Trust--AllianceBernstein Global Value Fund A 3,574,124 B 450,838 C 759,818 Advisor 7,236,818 R 234,072 K 171,370 I 2,541,067
A-6
Massachusetts Business Trusts
NUMBER OF FUND NAME CLASS OUTSTANDING SHARES - ----------------------------------------------------------------------------------------------- AllianceBernstein Corporate Shares--AllianceBernstein Corporate Income Shares N/A 3,059,788 AllianceBernstein Corporate Shares--AllianceBernstein Municipal Income Shares N/A 1,000,000 AllianceBernstein Corporate Shares--AllianceBernstein Taxable Multi- Sector Income Shares N/A None AllianceBernstein Exchange Reserves A 229,479,950 B 37,258,044 C 28,125,925 Advisor 148,257,362 R 7,640,783 K 40,912,032 I 2,658,547 AllianceBernstein Municipal Income Fund II--Arizona Portfolio A 14,219,783 B 414,365 C 3,366,758 AllianceBernstein Municipal Income Fund II--Massachusetts Portfolio A 16,705,338 B 446,931 C 5,773,834 AllianceBernstein Municipal Income Fund II--Michigan Portfolio A 6,831,581 B 309,337 C 3,279,762 AllianceBernstein Municipal Income Fund II--Minnesota Portfolio A 10,376,289 B 68,790 C 2,110,730 AllianceBernstein Municipal Income Fund II--New Jersey Portfolio A 13,161,568 B 503,865 C 3,886,570 AllianceBernstein Municipal Income Fund II--Ohio Portfolio A 11,859,536 B 506,450 C 4,331,132 AllianceBernstein Municipal Income Fund II--Pennsylvania Portfolio A B 9,929,261 C 453,809 Advisor 2,712,612 AllianceBernstein Municipal Income Fund II--Virginia Portfolio A 18,443,973 B 442,440 C 5,394,656 The AllianceBernstein Portfolios--AllianceBernstein Growth Fund A 15,371,602 B 1,893,501 C 2,924,664 Advisor 288,278 R 36,253 K 44,006 I 305
A-7
NUMBER OF FUND NAME CLASS OUTSTANDING SHARES - ----------------------------------------------------------------------------------------------- The AllianceBernstein Portfolios--AllianceBernstein Conservative A 32,214,062 Wealth Strategy B 11,297,547 C 16,118,949 Advisor 2,214,010 R 1,382,014 K 524,822 I 294,200 The AllianceBernstein Portfolios--AllianceBernstein Tax-Managed A 6,185,467 Conservative Wealth Strategy B 1,087,416 C 2,482,340 Advisor 457,735 The AllianceBernstein Portfolios--AllianceBernstein Balanced Wealth A 95,906,810 Strategy B 33,501,876 C 40,458,041 Advisor 7,934,613 R 2,369,525 K 2,349,538 I 1,986,977 The AllianceBernstein Portfolios--AllianceBernstein Tax-Managed A 12,393,676 Balanced Wealth Strategy B 2,190,101 C 4,538,714 Advisor 1,147,621 The AllianceBernstein Portfolios--AllianceBernstein Wealth A 51,675,579 Appreciation Strategy B 15,291,969 C 20,061,211 Advisor 59,578,290 R 1,795,229 K 2,022,822 I 1,150,202 AllianceBernstein Tax-Managed Wealth Appreciation Strategy A 5,076,624 B 919,999 C 2,767,790 Advisor 43,838,775
A-8
APPENDIX B ADDITIONAL INFORMATION REGARDING DIRECTORS Ownership in the Funds It is the policy of the Boards of Directors of the Funds that each Independent Director will invest a minimum of $250,000 in shares of investment companies in the AllianceBernstein Fund Complex within 12 months of becoming an Independent Director. The dollar range of the Funds' securities owned by each Director and nominee and the aggregate dollar range of securities owned in the AllianceBernstein Fund Complex are set forth below.
AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN THE FUNDS IN THE DOLLAR RANGE OF EQUITY ALLIANCEBERNSTEIN FUND SECURITIES IN A FUND COMPLEX AS OF AS OF SEPTEMBER 2, 2010 SEPTEMBER 2, 2010 ------------------ ------------------------- ----------------------- John H. Dobkin ABS None Over $100,000 ABSS None ABF None ACF $10,001-$50,000 ACOF None ACS None ADYF None AEIF None AEXR None AFIS None AGBF $10,001-$50,000 AGGF None AGREIF None AGTGF $50,001-$100,000 AGIF $50,001-$100,000 AHIF None AIGF $50,001-$100,000 ALCGF Over $100,000 AMIF None AMIF II None ASMCGF $10,001-$50,000 ABT $50,001-$100,000 TAP Over $100,000 Michael J. Downey ABS None Over $100,000 ABSS $10,001-$50,000 ABF None ACF None
B-1
AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN THE FUNDS IN THE DOLLAR RANGE OF EQUITY ALLIANCEBERNSTEIN FUND SECURITIES IN A FUND COMPLEX AS OF AS OF SEPTEMBER 2, 2010 SEPTEMBER 2, 2010 ---------------------- ------------------------- ----------------------- ACOF $10,001-$50,000 ACS None ADYF None AEIF None AEXR None AFIS None AGBF None AGGF None AGREIF None AGTGF $50,001-$100,000 AGIF None AHIF $10,001-$50,000 AIGF None ALCGF None AMIF None AMIF II None ASMCGF $10,001-$50,000 ABT $10,001-$50,000 TAP None William H. Foulk, Jr. ABS None Over $100,000 ABSS None ABF None ACF $10,001-$50,000 ACOF None ACS None ADYF None AEIF None AEXR $10,001-$50,000 AFIS None AGBF None AGGF None AGREIF None AGTGF $10,001-$50,000 AGCF None AGIF None AHIF None AIGF $10,001-$50,000 ALCGF $10,001-$50,000 AMIF None AMIF II None
B-2
AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN THE FUNDS IN THE DOLLAR RANGE OF EQUITY ALLIANCEBERNSTEIN FUND SECURITIES IN A FUND COMPLEX AS OF AS OF SEPTEMBER 2, 2010 SEPTEMBER 2, 2010 ----------------- ------------------------- ----------------------- ASMCGF $10,001-$50,000 ABT $10,001-$50,000 TAP $10,001-$50,000 D. James Guzy ABS None Over $100,000 ABSS None ABF None ACF None ACOF None ACS None ADYF None AEIF None AEXR None AFIS None AGBF None AGREIF None AGTGF $50,001-$100,000 AGGF None AGIF None AHIF None AIGF None ALCGF None AMIF None AMIF II None ASMCGF None ABT None TAP Over $100,000 Nancy P. Jacklin ABS None Over $100,000 ABSS $50,001-$100,000 ABF None ACF None ACOF None ACS None ADYF None AEIF $10,001-$50,000 AEXR $10,001-$50,000 AFIS None AGBF None AGGF None AGREIF None
B-3
AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN THE FUNDS IN THE DOLLAR RANGE OF EQUITY ALLIANCEBERNSTEIN FUND SECURITIES IN A FUND COMPLEX AS OF AS OF SEPTEMBER 2, 2010 SEPTEMBER 2, 2010 ------------------------ ------------------------- ----------------------- AGTGF None AGIF None AHIF None AIGF None ALCGF $10,001-$50,000 AMIF $10,001-$50,000 AMIF II None ASMCGF None ABT None TAP $50,001-$100,000 Robert M. Keith TAP Over $100,000 Over $100,000 Garry L. Moody ABS None Over $100,000 ABSS None ABF None ACF None ACOF None ADYF None AEIF $10,001-$50,000 AEXR Over $100,000 AGBF None AGCF $10,001-$50,000 AGGF None AGREIF None AGTGF $10,001-$50,000 AGIF None AHIF None AIGF None ALCGF $10,001-$50,000 AMIF None AMIF II None ASMCGF $10,001-$50,000 ABT None TAP $10,001-$50,000 Marshall C. Turner, Jr. ABS None Over $100,000 ABSS None ABF None ACF None ACOF None ACS None
B-4
AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN THE FUNDS IN THE DOLLAR RANGE OF EQUITY ALLIANCEBERNSTEIN FUND SECURITIES IN A FUND COMPLEX AS OF AS OF SEPTEMBER 2, 2010 SEPTEMBER 2, 2010 --------------- ------------------------- ----------------------- ADYF $50,001-$100,000 AEIF $10,001-$50,000 AEXR None AFIS None AGBF None AGGF None AGREIF None AGTGF Over $100,000 AGIF None AHIF None AIGF None ALCGF None AMIF $10,001-$50,000 AMIF II None ASMCGF $50,001-$100,000 ABT Over $100,000 TAP $50,001-$100,000 Earl D. Weiner ABS None Over $100,000 ABSS Over $100,000 ABF None ACF None ACOF None ACS None ADYF None AEIF None AEXR None AFIS None AGBF None AGGF None AGREIF None AGTGF None AGIF None AHIF None AIGF $10,001-$50,000 ALCGF $1-$10,000 AMIF None AMIF II None ASMCGF $1-$10,000 ABT $10,001-$50,000 TAP None
B-5
Compensation From the Funds None of the Funds pays any fees to, or reimburses expenses of, any Director during a time when the Director is considered an "interested person" of the Fund. The aggregate compensation paid by a Fund to the Directors during the Fund's respective fiscal year ended in either 2009 or 2010, the aggregate compensation paid to the Directors during calendar year 2009 by all of the investment companies in the AllianceBernstein Fund Complex, and the total number of investment companies in the AllianceBernstein Fund Complex as to which the Directors are a director or trustee and the number of investment portfolios as to which the Directors are directors or trustees, are set forth below. Neither the Funds nor any other investment company in the AllianceBernstein Fund Complex provides compensation in the form of pension or retirement benefits to any of its Directors or pays compensation to officers of the Fund.
NUMBER OF NUMBER OF INVESTMENT INVESTMENT PORTFOLIOS COMPANIES IN THE WITHIN THE ALLIANCEBERNSTEIN ALLIANCEBERNSTEIN COMPENSATION FUND COMPLEX, FUND COMPLEX, COMPENSATION FROM THE INCLUDING THE INCLUDING THE FROM A ALLIANCEBERNSTEIN FUNDS, AS TO FUNDS, AS TO FUND DURING FUND COMPLEX, WHICH THE WHICH THE ITS FISCAL INCLUDING DIRECTOR IS A DIRECTOR IS A YEAR ENDED IN THE FUNDS, DIRECTOR OR DIRECTOR OR NAME OF DIRECTOR 2009 OR 2010 DURING 2009 TRUSTEE TRUSTEE - ---------------- -------------- ----------------- ----------------- ----------------- John H. Dobkin $ 5,538 ABS $242,200 32 93 $ 5,520 ABSS $ 5,594 ABF $ 5,460 ACF $ 5,538 ACOF $ 4,922 ACS $ 5,508 ADYF $ 5,538 AEIF $ 5,596 AEXR $ 5,585 AFIS $ 5,482 AGBF $ 5,460 AGGF $ 5,538 AGREIF $ 5,460 AGTGF $ 5,508 AGIF $ 5,594 AHIF $ 5,460 AIGF $ 5,460 ALCGF $ 5,962 AMIF $4,934 AMIF II $ 5,460 ASMCGF $ 5,538 ABT $ 5,460 TAP
B-6
NUMBER OF NUMBER OF INVESTMENT INVESTMENT PORTFOLIOS COMPANIES IN THE WITHIN THE ALLIANCEBERNSTEIN ALLIANCEBERNSTEIN COMPENSATION FUND COMPLEX, FUND COMPLEX, COMPENSATION FROM THE INCLUDING THE INCLUDING THE FROM A ALLIANCEBERNSTEIN FUNDS, AS TO FUNDS, AS TO FUND DURING FUND COMPLEX, WHICH THE WHICH THE ITS FISCAL INCLUDING DIRECTOR IS A DIRECTOR IS A YEAR ENDED IN THE FUNDS, DIRECTOR OR DIRECTOR OR NAME OF DIRECTOR 2009 OR 2010 DURING 2009 TRUSTEE TRUSTEE - ---------------------- -------------- ----------------- ----------------- ----------------- Michael J. Downey $ 5,538 ABS $241,000 32 93 $ 5,520 ABSS $ 5,594 ABF $ 5,460 ACF $ 5,538 ACOF $ 4,922 ACS $ 5,508 ADYF $ 5,538 AEIF $ 5,596 AEXR $ 5,585 AFIS $ 5,482 AGBF $ 5,460 AGGF $ 5,538 AGREIF $ 5,460 AGTGF $ 5,508 AGIF $ 5,594 AHIF $ 5,460 AIGF $ 5,460 ALCGF $ 5,962 AMIF $4,934 AMIF II $ 5,460 ASMCGF $ 5,538 ABT $ 5,460 TAP William H. Foulk, Jr. $ 10,439 ABS $484,400 34 95 $ 10,395 ABSS $ 10,467 ABF $ 10,282 ACF $ 10,439 ACOF $ 12,350 ACS $ 10,381 ADYF $ 10,439 AEIF $ 10,492 AEXR $ 10,513 AFIS $ 10,358 AGBF $ 10,282 AGGF
B-7
NUMBER OF NUMBER OF INVESTMENT INVESTMENT PORTFOLIOS COMPANIES IN THE WITHIN THE ALLIANCEBERNSTEIN ALLIANCEBERNSTEIN COMPENSATION FUND COMPLEX, FUND COMPLEX, COMPENSATION FROM THE INCLUDING THE INCLUDING THE FROM A ALLIANCEBERNSTEIN FUNDS, AS TO FUNDS, AS TO FUND DURING FUND COMPLEX, WHICH THE WHICH THE ITS FISCAL INCLUDING DIRECTOR IS A DIRECTOR IS A YEAR ENDED IN THE FUNDS, DIRECTOR OR DIRECTOR OR NAME OF DIRECTOR 2009 OR 2010 DURING 2009 TRUSTEE TRUSTEE - ---------------- -------------- ----------------- ----------------- ----------------- $10,439 AGREIF $ 10,282 AGTGF $ 10,282 AGCF $ 10,381 AGIF $ 10,467 AHIF $ 10,282 AIGF $ 10,282 ALCGF $ 10,841 AMIF $9,408 AMIF II $10,282 ASMCGF $ 10,439 ABT $ 10,282 TAP D. James Guzy $ 5,538 ABS $241,000 32 93 $ 5,520 ABSS $ 5,594 ABF $ 5,460 ACF $ 5,538 ACOF $ 4,992 ACS $ 5,508 ADYF $ 5,538 AEIF $ 5,596 AEXR $ 5,585 AFIS $ 5,482 AGBF $ 5,460 AGGF $ 5,538 AGREIF $ 5,460 AGTGF $ 5,508 AGIF $ 5,594 AHIF $ 5,460 AIGF $ 5,460 ALCGF $ 5,962 AMIF $4,934 AMIF II $ 5,460 ASMCGF $ 5,538 ABT $ 5,460 TAP
B-8
NUMBER OF NUMBER OF INVESTMENT INVESTMENT PORTFOLIOS COMPANIES IN THE WITHIN THE ALLIANCEBERNSTEIN ALLIANCEBERNSTEIN COMPENSATION FUND COMPLEX, FUND COMPLEX, COMPENSATION FROM THE INCLUDING THE INCLUDING THE FROM A ALLIANCEBERNSTEIN FUNDS, AS TO FUNDS, AS TO FUND DURING FUND COMPLEX, WHICH THE WHICH THE ITS FISCAL INCLUDING DIRECTOR IS A DIRECTOR IS A YEAR ENDED IN THE FUNDS, DIRECTOR OR DIRECTOR OR NAME OF DIRECTOR 2009 OR 2010 DURING 2009 TRUSTEE TRUSTEE - ----------------- -------------- ----------------- ----------------- ----------------- Nancy P. Jacklin $ 5,538 ABS $242,200 32 93 $ 5,520 ABSS $ 5,594 ABF $ 5,460 ACF $ 5,538 ACOF $ 4,922 ACS $ 5,508 ADYF $ 5,538 AEIF $ 5,596 AEXR $ 5,585 AFIS $ 5,482 AGBF $ 5,460 AGGF $ 5,538 AGREIF $ 5,460 AGTGF $ 5,508 AGIF $ 5,594 AHIF $ 5,460 AIGF $ 5,460 ALCGF $ 5,962 AMIF $4,934 AMIF II $ 5,460 ASMCGF $ 5,538 ABT $ 5,460 TAP Garry L. Moody $ 6,341 ABS $270,200 31 91 $ 6,309 ABSS $ 6,391 ABF $ 6,247 ACF $ 6,341 ACOF $ 6,305 ADYF $ 6,341 AEIF $ 6,391 AEXR $ 6,276 AGBF $ 6,247 AGCF $ 6,247 AGGF $ 6,341 AGREIF $ 6,247 AGTGF
B-9
NUMBER OF NUMBER OF INVESTMENT INVESTMENT PORTFOLIOS COMPANIES IN THE WITHIN THE ALLIANCEBERNSTEIN ALLIANCEBERNSTEIN COMPENSATION FUND COMPLEX, FUND COMPLEX, COMPENSATION FROM THE INCLUDING THE INCLUDING THE FROM A ALLIANCEBERNSTEIN FUNDS, AS TO FUNDS, AS TO FUND DURING FUND COMPLEX, WHICH THE WHICH THE ITS FISCAL INCLUDING DIRECTOR IS A DIRECTOR IS A YEAR ENDED IN THE FUNDS, DIRECTOR OR DIRECTOR OR NAME OF DIRECTOR 2009 OR 2010 DURING 2009 TRUSTEE TRUSTEE - ------------------------ -------------- ----------------- ----------------- ----------------- $ 6,305 AGIF $ 6,391 AHIF $ 6,247 AIGF $ 6,247 ALCGF $ 6,832 AMIF $5,664 AMIF II $ 6,247 ASMCGF $ 6,341 ABT $ 6,247 TAP Marshall C. Turner, Jr. $ 5,538 ABS $242,200 32 93 $ 5,520 ABSS $ 5,594 ABF $ 5,460 ACF $ 5,538 ACOF $ 4,922 ACS $ 5,508 ADYF $ 5,538 AEIF $ 5,596 AEXR $ 5,585 AFIS $ 5,482 AGBF $ 5,460 AGGF $ 5,538 AGREIF $ 5,460 AGTGF $ 5,508 AGIF $ 5,594 AHIF $ 5,460 AIGF $ 5,460 ALCGF $ 5,962 AMIF $4,934 AMIF II $ 5,460 ASMCGF $ 5,538 ABT $ 5,460 TAP Earl D. Weiner $ 5,960 ABS $260,200 32 93 $ 5,937 ABSS $ 6,013 ABF
B-10
NUMBER OF NUMBER OF INVESTMENT INVESTMENT PORTFOLIOS COMPANIES IN THE WITHIN THE ALLIANCEBERNSTEIN ALLIANCEBERNSTEIN COMPENSATION FUND COMPLEX, FUND COMPLEX, COMPENSATION FROM THE INCLUDING THE INCLUDING THE FROM A ALLIANCEBERNSTEIN FUNDS, AS TO FUNDS, AS TO FUND DURING FUND COMPLEX, WHICH THE WHICH THE ITS FISCAL INCLUDING DIRECTOR IS A DIRECTOR IS A YEAR ENDED IN THE FUNDS, DIRECTOR OR DIRECTOR OR NAME OF DIRECTOR 2009 OR 2010 DURING 2009 TRUSTEE TRUSTEE - ---------------- -------------- ----------------- ----------------- ----------------- $ 5,874 ACF $ 5,960 ACOF $ 5,329 ACS $ 5,927 ADYF $ 5,960 AEIF $ 6,015 AEXR $ 6,009 AFIS $ 5,901 AGBF $ 5,874 AGGF $ 5,960 AGREIF $ 5,874 AGTGF $ 5,927 AGIF $ 6,013 AHIF $ 5,874 AIGF $ 5,874 ALCGF $ 6,418 AMIF $5,316 AMIF II $ 5,874 ASMCGF $ 5,960 ABT $ 5,874 TAP
B-11
APPENDIX C COPY OF MODEL CHARTER FORM OF ARTICLES OF AMENDMENT AND RESTATEMENT [____________________________] 1. [__________], a Maryland corporation (the "Corporation"), desires to amend and restate its charter as currently in effect and as hereinafter amended. 2. The following provisions are all the provisions of the charter currently in effect and as hereinafter amended: FIRST: (1) The name of the incorporator is [____________]. (2) The incorporator's post office address is [____________]. (3) The incorporator is over eighteen years of age. (4) The incorporator is forming the corporation named in these Articles of Incorporation under the general laws of the State of Maryland. SECOND: The name of the corporation (hereinafter called the "Corporation") is [____________]. THIRD: (1) The purposes for which the Corporation is formed are to conduct, operate and carry on the business of an investment company. (2) The Corporation may engage in any other business and shall have all powers conferred upon or permitted to corporations by the Maryland General Corporation Law. FOURTH: The post office address of the principal office of the Corporation within the State of Maryland is 300 East Lombard Street, Baltimore, Maryland 21202 in care of The Corporation Trust, Incorporated. The resident agent of the Corporation in the State of Maryland is The Corporation Trust, Incorporated, 300 East Lombard Street, Baltimore, Maryland 21202, a Maryland corporation. FIFTH: (1) The Corporation is authorized to issue [______]([______]) shares, all of which shall be Common Stock, $[______] par value per share (the "Common Stock"), and having an aggregate par value of [______] dollars ($[______]), classified and designated as follows:
CLASS [__] CLASS [__] CLASS [__] CLASS [__] NAME OF SERIES COMMON STOCK COMMON STOCK COMMON STOCK COMMON STOCK ----------------------- ------------ ------------ ------------ ------------ [ ] [ ] [ ] [ ] [ ]
[Portfolio] and any other portfolio hereafter established are each referred to herein as a "Series." The Class [__________] Common Stock of a Series, the Class [__________] Common Stock of a Series, the Class [__________] Common Stock of a Series, the Class [__________] Common Stock of a Series and any Class of a Series hereafter established are each referred herein as a "Class." If shares of one Series or Class of stock are classified or reclassified into shares of another Series or Class of stock pursuant to this Article FIFTH, paragraph (2), the number of authorized shares of the former Series or Class shall be automatically decreased and the number of shares of the latter Series or Class shall be automatically increased, in each case by the number of shares so classified or reclassified, so that the aggregate number of shares of stock of all Series and Classes that the Corporation has C-1
authority to issue shall not be more than the total number of shares of stock set forth in the first sentence of this Article FIFTH, paragraph (1). (2) The Board of Directors may classify any unissued shares of Common Stock from time to time in one or more Series or Classes of stock. The Board of Directors may reclassify any previously classified but unissued shares of any Series or Class of stock from time to time in one or more Series or Class of stock. Prior to issuance of classified or reclassified shares of any Series or Class, the Board of Directors by resolution shall: (a) designate that Series or Class to distinguish it from all other Series or Classes of stock of the Corporation; (b) specify the number of shares to be included in the Series or Class; (c) set or change, subject to the express terms of any Series or Class of stock of the Corporation outstanding at the time, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms and conditions of redemption for each Series or Class; and (d) cause the Corporation to file articles supplementary with the State Department of Assessments and Taxation of Maryland ("SDAT"). Any of the terms of any Series or Class of stock set or changed pursuant to clause (c) of this paragraph (2) may be made dependent upon facts or events ascertainable outside the charter of the Corporation (the "Charter"), including determinations by the Board of Directors or other facts or events within the control of the Corporation, and may vary among holders thereof, provided that the manner in which such facts, events or variations shall operate upon the terms of such Series or Class of stock is clearly and expressly set forth in the articles supplementary or other charter document filed with the SDAT. (3) As more fully set forth hereafter, the assets and liabilities and the income and expenses of each Series or Class of the Corporation's stock shall be determined separately from those of each other Series or Class of the Corporation's stock and, accordingly, the net asset value, the dividends and distributions payable to holders, and the amounts distributable in the event of liquidation or dissolution of the Corporation to holders of shares of the Corporation's stock may vary from Series to Series or Class to Class. In the event that there are any assets, income, earnings, profits or proceeds which are not readily identifiable as belonging to any particular series (collectively, "General Assets"), such General Assets shall be allocated by or under the direction of the Board of Directors to and among one or more Series and Classes in such a manner and on such basis as the Board of Directors in its sole discretion shall determine. (4) Except as otherwise provided herein, all consideration received by the Corporation for the issuance or sale of shares of a Series or Class of the Corporation's stock, together with all funds derived from any investment and reinvestment thereof and any General Assets allocated to such Series or Class, shall irrevocably belong to that Series or Class for all purposes, subject only to any automatic conversion of one Series or Class of stock into another, as hereinafter provided for, and to the rights of creditors of such Series or Class, and shall be so recorded upon the books of account of the Corporation, and are herein referred to as "assets belonging to" such Series or Class. (5) The assets belonging to each Series or Class shall be charged with the debts, liabilities, obligations and expenses incurred or contracted for or otherwise existing with respect to such Series or Class and with such Series' or Class' share of the general liabilities of the Corporation, in the latter case in the proportion that the net asset value of such Series or Class bears to the net asset value of all Series and Classes or as otherwise determined by the Board of Directors in accordance with applicable law. The determination of the Board of Directors shall be conclusive as to the allocation of debts, liabilities, obligations and expenses, including accrued expenses and reserves, to a Series or Class. The debts, liabilities, obligations and expenses incurred or contracted for or otherwise existing with respect to a Series or Class are enforceable with respect to that Series or Class only and not against the assets of the Corporation generally or any other Series or Class of stock of the Corporation. C-2
(6) The assets attributable to the Classes of a Series shall be invested in the same investment portfolio of the Corporation, and notwithstanding the foregoing provisions of paragraphs (4) and (5) of this Article FIFTH, the allocation of investment income and realized and unrealized capital gains and losses and expenses and liabilities of the Corporation and of any Series among the Classes of Common Stock of each Series shall be determined by the Board of Directors in a manner that is consistent with the Investment Company Act of 1940, the rules and regulations thereunder, and the interpretations thereof, in each case as from time to time amended, modified or superseded (the "Investment Company Act"). The determination of the Board of Directors shall be conclusive as to the allocation of investment income and realized and unrealized capital gains and losses, expenses and liabilities, including accrued expenses and reserves, and assets to one or more particular Series or Classes. (7) Shares of each Class of stock shall be entitled to such dividends or distributions, in cash, property or additional shares of stock or the same or another Series or Class, as may be authorized from time to time by the Board of Directors (by resolution adopted from time to time, or pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Board of Directors may determine, after providing that such dividend or distribution shall not violate Section 2-311 of the Maryland General Corporation Law) and declared by the Corporation with respect to such Class. The nature of in-kind property distributions may vary among the holders of a Class or Series, provided that the amount of the distribution per share, as determined by the Board of Directors, shall be equivalent for all holders of such Class or Series. Specifically, and without limiting the generality of the foregoing, the dividends and distributions of investment income and capital gains with respect to the different Series and with respect to the Class may vary with respect to each such Series and Class to reflect differing allocations of the expenses of the Corporation and the Series among the holders of such Classes and any resultant differences between the net asset values per share of such Classes, to such extent and for such purposes as the Board of Directors may deem appropriate. The Board of Directors may determine that dividends may be payable only with respect to those shares of stock that have been held of record continuously by the stockholder for a specified period prior to the record date of the date of the distribution. (8) Except as provided below, on each matter submitted to a vote of the stockholders, each holder of stock shall be entitled to one vote (1) for each share standing in such stockholder's name on the books of the Corporation or (2) if approved by the Board of Directors and pursuant to the issuance of an exemptive order from the Securities and Exchange Commission, for each dollar of net asset value per share of a Class or Series, as applicable. Subject to any applicable requirements of the Investment Company Act, or other applicable law, all holders of shares of stock shall vote as a single class except with respect to any matter which the Board of Directors shall have determined affects only one or more (but less than all) Series or Classes of stock, in which case only the holders of shares of the Series or Classes affected shall be entitled to vote. Without limiting the generality of the foregoing, and subject to any applicable requirements of the Investment Company Act, or other applicable law, the holders of each of the Classes of each Series shall have, respectively, with respect to any matter submitted to a vote of stockholders (i) exclusive voting rights with respect to any such matter that only affects the Series or Class of Common Stock of which they are holders, including, without limitation, the provisions of any distribution plan adopted by the Corporation pursuant to Rule 12b-1 under the Investment Company Act (a "Plan") with respect to the Class of which they are holders and (ii) no voting rights with respect to the provisions of any Plan that affects one or more of such other Classes of Common Stock, but not the Class of which they are holders, or with respect to any other matter that does not affect the Class of Common Stock of which they are holders. (9) In the event of the liquidation or dissolution of the Corporation, stockholders of each Class of the Corporation's stock shall be entitled to receive, as a Class, out of the assets of the Corporation available for distribution to stockholders, but other than C-3
General Assets not attributable to any particular Class of stock, the assets attributable to the Class less the liabilities allocated to that Class; and the assets so distributable to the stockholders of any Class of stock shall be distributed among such stockholders in proportion to the number of shares of the Class held by them and recorded on the books of the Corporation. In the event that there are any General Assets not attributable to any particular Class of stock, and such assets are available for distribution, the distribution shall be made to the holders of all Classes of a Series in proportion to the net asset value of the respective Classes or as otherwise determined by the Board of Directors. (10)(a) Each holder of stock may require the Corporation to redeem all or any shares of the stock owned by that holder, upon request to the Corporation or its designated agent, at the net asset value of the shares of stock next determined following receipt of the request in a form approved by the Corporation and accompanied by surrender of the certificate or certificates for the shares, if any, less the amount of any applicable redemption charge, deferred sales charge, redemption fee or other amount imposed by the Board of Directors (to the extent consistent with applicable law). The Board of Directors may establish procedures for redemption of stock. (b) The proceeds of the redemption of a share (including a fractional share) of any Class of capital stock of the Corporation shall be reduced by the amount of any contingent deferred sales charge, redemption fee or other amount payable on such redemption pursuant to the terms of issuance of such share. (c) Subject to the requirements of the Investment Company Act, the Board of Directors may cause the Corporation to redeem at net asset value all or any proportion of the outstanding shares of any Series or Class from a holder (1) upon such conditions with respect to the maintenance of stockholder accounts of a minimum amount as may from time to time be established by the Board of Directors in its sole discretion or (2) upon such conditions established by the Board of Directors in its sole discretion, for any other purpose, including, without limitation, a reorganization pursuant to the Investment Company Act. (d) Payment by the Corporation for shares of stock of the Corporation surrendered to it for redemption shall be made by the Corporation within seven days of such surrender out of the funds legally available therefor, provided that the Corporation may suspend the right of the stockholders to redeem shares of stock and may postpone the right of those holders to receive payment for any shares when permitted or required to do so by applicable statutes or regulations. Payment of the aggregate price of shares surrendered for redemption may be made in cash or, at the option of the Corporation, wholly or partly in such portfolio securities of the Corporation as the Corporation shall select. (e) Subject to the following sentence, shares of stock of any Series and Class of the Corporation which have been redeemed or otherwise acquired by the Corporation shall constitute authorized but unissued shares of stock of such Series and Class. In connection with a liquidation or reorganization of any Series or Class in which all of the outstanding shares of such Series or Class are redeemed by the Corporation, upon any such redemption all such shares and all authorized but unissued shares of the applicable Series or Class shall automatically be returned to the status of authorized but unissued shares of Common Stock, without further designation as to Series or Class. (11) At such times as may be determined by the Board of Directors (or with the authorization of the Board of Directors, by the officers of the Corporation) in accordance with the Investment Company Act and applicable rules and regulations of the Financial Industry Regulatory Authority and from time to time reflected in the registration statement of the Corporation (the "Corporation's Registration Statement"), shares of a particular Series or Class of stock of the Corporation or certain shares of a particular Class of stock of any Series of the Corporation may be automatically converted into shares of another C-4
Class of stock of such Series of the Corporation based on the relative net asset values of such Classes at the time of conversion, subject, however, to any conditions of conversion that may be imposed by the Board of Directors (or with the authorization of the Board of Directors, by the officers of the Corporation) and reflected in the Corporation's Registration Statement. The terms and conditions of such conversion may vary within and among the Classes to the extent determined by the Board of Directors (or with the authorization of the Board of Directors, by the officers of the Corporation) and set forth in the Corporation's Registration Statement. (12) Pursuant to Article SEVENTH, paragraph (1)(d), upon a determination of the Board of Directors that the net asset value per share of a Class shall remain constant, the Corporation shall be entitled to declare and pay and/or credit as dividends daily the net income (which may include or give effect to realized and unrealized gains and losses, as determined in accordance with the Corporation's accounting and portfolio valuation policies) of the Corporation attributable to the assets attributable to that Class. If the amount so determined for any day is negative, the Corporation shall be entitled, without the payment of monetary compensation but in consideration of the interest of the Corporation and its stockholders in maintaining a constant net asset value per share of that Class, to redeem pro rata from all the holders of record of shares of that class at the time of such redemption (in proportion to their respective holdings thereof) sufficient outstanding shares of that Class, or fractions thereof, as shall permit the net asset value per share of that Class to remain constant. (13) The Corporation may issue shares of stock in fractional denominations to the same extent as its whole shares, and shares in fractional denominations shall be shares of stock having proportionately to the respective fractions represented thereby all the rights of whole shares, including, without limitation, the right to vote, the right to receive dividends and distributions, and the right to participate upon liquidation of the Corporation, but excluding any right to receive a stock certificate representing fractional shares. (14) No stockholder shall be entitled to any preemptive right other than as the Board of Directors may establish. (15) The rights of all stockholders and the terms of all stock are subject to the provisions of the Charter and the Bylaws. SIXTH: The number of directors of the Corporation shall be [________]. The number of directors of the Corporation may be changed pursuant to the Bylaws of the Corporation. The names of the individuals who shall serve as directors of the Corporation until the next annual meeting of stockholders and until their successors are duly elected and qualify are: [________________]. SEVENTH: The following provisions are inserted for the purpose of defining, limiting and regulating the powers of the Corporation and of the Board of Directors and stockholders. (1) In addition to its other powers explicitly or implicitly granted under the Charter, by law or otherwise, the Board of Directors of the Corporation: (a) has the exclusive power to make, alter, amend or repeal the Bylaws of the Corporation; (b) subject to applicable law, may from time to time determine whether, to what extent, at what times and places, and under what conditions and regulations the accounts and books of the Corporation, or any of them, shall be open to the inspection of the stockholders, and no stockholder shall have any right to inspect any account, book or document of the Corporation except as conferred by statute or as authorized by the Board of Directors of the Corporation; C-5
(c) is empowered to authorize, without stockholder approval, the issuance and sale from time to time of shares of stock of any Series or Class of the Corporation whether now or hereafter authorized and securities convertible into shares of stock of the Corporation of any Series or Class, whether now or hereafter authorized, for such consideration as the Board of Directors may deem advisable; (d) is authorized to adopt procedures for determination of and to maintain constant the net asset value of shares of any Class or Series of the Corporation's stock. (2) Notwithstanding any provision of the Maryland General Corporation Law requiring a greater proportion than a majority of the votes entitled to be cast by holders of shares of all Series or Classes, or any Series or Class, of the Corporation's stock in order to take or authorize any action, any such action may be taken or authorized upon the concurrence of holders of shares entitled to cast a majority of the aggregate number of votes entitled to be cast thereon, subject to any applicable requirements of the Investment Company Act. (3) The presence in person or by proxy of the holders of shares entitled to cast one-third of the votes entitled to be cast (without regard to Series or Class) shall constitute a quorum at any meeting of the stockholders, except with respect to any matter which, under applicable statutes, regulatory requirements or the Charter, requires approval by a separate vote of one or more Series or Classes of stock, in which case the presence in person or by proxy of the holders of shares entitled to cast one-third of the votes entitled to be cast by holders of shares of each Series or Class entitled to vote as a Series or Class on the matter shall constitute a quorum. (4) Any determination made in good faith by or pursuant to the direction of the Board of Directors, as to the amount of the assets, debts, obligations, or liabilities of the Corporation, as to the amount of any reserves or charges set up and the propriety thereof, as to the time of or purpose for creating such reserves or charges, as to the use, alteration or cancellation of any reserves or charges (whether or not any debt, obligation, or liability for which such reserves or charges shall have been created shall be then or thereafter required to be paid or discharged), as to the value of or the method of valuing any investment owned or held by the Corporation, as to market value or fair value of any investment or fair value of any other asset of the Corporation, as to the allocation of any asset of the Corporation to a particular Class or Classes of the Corporation's stock, as to the charging of any liability of the Corporation to a particular Class or Classes of the Corporation's stock, as to the number of shares of the Corporation outstanding, as to the estimated expense to the Corporation in connection with purchases of its shares, as to the ability to liquidate investments in orderly fashion, or as to any other matters relating to the issue, sale, redemption or other acquisition or disposition of investments or shares of the Corporation, shall be final and conclusive and shall be binding upon the Corporation and all holders of its shares, past, present and future, and shares of the Corporation are issued and sold on the condition and understanding that any and all such determinations shall be binding as aforesaid. EIGHTH: (1) To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of directors and officers of a corporation, no present or former director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages. (2) The Corporation shall have the power, to the maximum extent permitted by Maryland law in effect from time to time, to obligate itself to indemnify, and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to, (a) any individual who is a present or former director or officer of the Corporation or (b) any individual who, while a director or officer of the Corporation and at the request of the Corporation, serves or has served as a director, officer, partner or trustee of another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan C-6
or any other enterprise from and against any claim or liability to which such person may become subject or which such person may incur by reason of his status as a present or former director or officer of the Corporation. The Corporation shall have the power, with the approval of the Board of Directors, to provide such indemnification and advancement of expenses to a person who served a predecessor of the Corporation in any of the capacities described in (a) or (b) above and to any employee or agent of the Corporation or a predecessor of the Corporation. (3) The provisions of this Article EIGHTH shall be subject to the limitations of the Investment Company Act. (4) Neither the amendment nor repeal of this Article EIGHTH, nor the adoption or amendment of any other provision of the Charter or Bylaws inconsistent with this Article EIGHTH, shall apply to or affect in any respect the applicability of the preceding sections of this Article EIGHTH with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption. NINTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in its Charter in the manner now or hereafter prescribed by the laws of the State of Maryland, including any amendment which alters the contract rights, as expressly set forth in the Charter, of any outstanding stock, and all rights conferred upon stockholders herein are granted subject to this reservation. (1) The amendment and restatement of the Charter as hereinabove set forth have been duly advised by the Board of Directors and approved by the stockholders of the Corporation as required by law. (2) The current address of the principal office of the Corporation within the State of Maryland is as set forth in Article FOURTH of the foregoing amendment and restatement of the Charter. (3) The name and address of the Corporation's current resident agent is as set forth in Article FOURTH of the foregoing amendment and restatement of the Charter. (4) The number of directors of the Corporation and the names of those currently in office are as set forth in Article SIXTH of the foregoing amendment and restatement of the Charter. (5) The total number of shares of stock which the Corporation has authority to issue is not changed by the foregoing amendment and restatement of the Charter. The undersigned President acknowledges these Articles of Amendment and Restatement to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned President acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury. IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment and Restatement to be signed in its name and on its behalf by its President and attested to by its Secretary on this ________ day of ________, 20__. ATTEST: [____________________] By: ________________ (SEAL) - ---------------------------------- Secretary President [date] C-7
APPENDIX D STOCK OWNERSHIP The following person(s) owned of record or were known by a Fund to beneficially own 5% or more of the Fund's shares (or class of shares if applicable) as of August 1, 2010.
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------- ALLIANCEBERNSTEIN BALANCED SHARES CLASS A First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 1,533,358 5.06% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr., East 2nd Flr Jacksonville, FL 32246-6484 1,529,386 5.05% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 1,579,316 5.22% CLASS B Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 418,414 6.27% First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 491,291 7.37% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr., East 2nd Flr Jacksonville, FL 32246-6484 438,360 6.57% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 706,116 10.59% CLASS C Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 343,933 5.85%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------- First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 517,463 8.80% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr., East 2nd Flr Jacksonville, FL 32246-6484 1,453,947 24.73% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 369,414 6.28% CLASS ADV American Association for FBO Respiratory Care Emp Ret Pln Attn: Sam P Giordano 9425 North Macarthur Blvd Ste 100 Irving, TX 75063-4725 150,397 5.88% Medical Consultants PC 401K Plan Attn: Gary Wangler Personal and Confidential 2525 W University Ave St 300 Muncie, IN 47303-3400 453,572 17.73% Orchard Trust CO LLC TTEE FBO College of Westchester Business School Defined Cont Plan 1 8515 E Orchard Rd # 2T2 Greenwood Village, CO 80111-5002 177,577 6.94% Orchard Trust CO LLC TTEE FBO Fragomen Del Ray Bernsen & Loewy LLP 8515 E Orchard Rd # 2T2 Greenwood Village, CO 80111-5002 420,835 16.45% Providence Ear Nose & Throat Assoc Inc 401K Plan Steven W Fisher TTEE 2112 Providence Ave Chester, PA 19013-5507 128,783 5.04% CLASS R Hartford Life Insurance Company Separate Account 401 Attn: UIT Operations P.O. Box 2999 Hartford, CT 06104-2999 213,978 44.63%
D-1
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ---------------------------------------------------- Hartford Securities Distribution Company Attention: UIT Operations P.O. Box 2999 Hartford, CT 06104-2999 28,119 5.87% Merrill Lynch Attn: Fund Admin 4800 Deer Lake Dr., East 2nd Flr Jacksonville, FL 32246-6484 77,014 16.06% MG Trust Company Cust FBO Apple Hill Vascular Associates Ltd 700 17th St Ste 300 Denver, CO 80202-3531 49,265 10.28% Reliance Trust Co FBO Act Nextmed 401K P.O. Box 48529 Atlanta, GA 30362-1529 28,386 5.92% CLASS K AIG Retirement Services Company FBO AIGFSB Cust TTEE FBO ABAG/STARS 2929 Allen Parkway A6-20 Houston, TX 77019-2155 15,704 5.53% AIG Retirement Services Company FBO AIGFSB Cust TTEE FBO City of Foster City 2929 Allen Parkway A6-20 Houston, TX 77019-2155 69,003 24.29% AIG Retirement Services Company FBO AIGFSB Cust TTEE FBO City of Elk Grove 2929 Allen Parkway A6-20 Houston, TX 77019-2155 15,168 5.34% Nationwide Trust Company FSB C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 52,175 18.37% Tom Carbonneau FBO Bolin Agency 401K PSP & Trust 2523 Wayzata Blvd Ste 300 Minneapolis MN 55405-2190 15,073 5.31% CLASS I Orchard Trust Company LLC TTEE Cust Muskegon Surgical Associates PC 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 52,168 36.46% Orchard Trust Company LLC TTEE Cust Worldwide Dreams Deferred Comp Pl 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111 88,884 62.13%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------ ALLIANCEBERNSTEIN BSS--U.S. LARGE CAP CLASS A Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 116,567 5.27% First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 191,503 8.66% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr., East 2nd Flr Jacksonville, Fl 32246-6484 129,602 5.86% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 122,826 5.55% Wells Fargo Investments LLC FBO Customer Accounts Attn: Mutual Fund Operations 625 Marquette Ave S 13th Floor Minneapolis, MN 55042-2323 165,395 7.48% CLASS B Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 114,637 8.95% First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 109,366 8.54% MLPF&S for the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr., East 2nd Flr Jacksonville, FL 32246-6484 136,371 10.65% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 118,515 9.25% Wells Fargo Investment LLC FBO Customer Accounts Attn: Mutual Fund Operations 625 Marquette Ave S 13th Floor Minneapolis, MN 55402-2323 76,811 6.00%
D-2
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------ CLASS C Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 97,487 8.64% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr., East 2nd Flr Jacksonville, FL 32246-6484 359,426 31.85% Wells Fargo Investments LLC FBO Customer Accounts Attn: Mutual Fund Operations 625 Marquette Ave S 13th Floor Minneapolis, MN 55402-2323 62,403 5.53% CLASS ADV Merrill Lynch Attn: Fund Admin 4800 Deer Lake Dr., East 2nd Flr Jacksonville, FL 32246-6484 32,501 7.92% Sanford Bernstein & Co. LLC One North Lexington Avenue White Plains, NY 10601-1712 21,205 5.17% Wells Fargo Investments LLC FBO Customer Accounts Attn: Mutual Fund Operations 625 Marquette Ave S 13th Floor Minneapolis, MN 55402-2323 267,427 65.20% CLASS R AllianceBernstein L.P. Attn: Brent Mather-Seed Acct 1 N Lexington Ave White Plains, NY 10601-1712 699 7.41% First Clearing LLC Acumen 401 K Pl Robert Craig Killam TTEE 1957 E Del Amo Blvd Rancho Dominguez, CA 90220-6115 3,967 42.07% Paul Whitmire FBO Cimmaron Field Services Inc 401K PSP & Trust P.O. Box 265 Tucker, GA 30085-0265 4,659 49.41% CLASS K Orchard Trust Company LLC TTEE Cust Cogent Partners LP 401K PSP 8515 E. Orchard Dr 2T2 Greenwood Village, CO 80111-5002 13,777 6.70% Orchard Trust Company LLC TTEE Cust FBO Flicker Kerin Kruger & Bissada 8515 E Orchard Road 2T2 Greenwood Village, CO 80111-5002 12,138 5.91%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------ Orchard Trust Co LLC TTEE FBO Mahoney Ulbrich Christiansen & Russ PA PSP & Trust 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 22,786 11.09% Orchard Trust Co LLC TTEE FBO Miami Diver Inc 401(K) PSP 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 34,282 16.68% Orchard Trust Company LLC TTEE Cust Financial Advisors Retirement Plan 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 72,531 35.29% Orchard Trust Company LLC TTEE Cust NTE Aviation Ltd 401K PSP 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 22,614 11.00% Orchard Trust Company LLC TTEE Cust Miller Shpiece & Tischler PC 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 14,982 7.29% CLASS I University At Buffalo Foundation Inc. Edward P. Schneider Executive Director P.O. Box 900 Buffalo, NY 14226-0900 187,838 99.99% ALLIANCEBERNSTEIN BSS--ALLIANCEBERNSTEIN 2000 RETIREMENT STRATEGY CLASS A Orchard Trust Co LLC FBO Catholic Diocese of Green Bay C/O Fascore LLC 8515 E. Orchard Rd 2T2 Greenwood Village, CO 80111-5002 83,647 12.52% State Street Bank & Trust FBO ADP/MSDW Alliance Attn: Ralph Campbell 105 Rosemont Rd Westwood, MA 02090-2318 92,717 13.88% Wachovia Bank FBO OPTP 22 Money Purchase Pension Plan 1525 West Wt Harris Blvd Charlotte, NC 28262-8522 185,556 27.77% CLASS B Edward D Jones & Co Attn: Mutual Fund Shareholder Acctg 201 Progress Pkwy Maryland Heights, MO 63043-3009 905 6.56% Frontier Trust Company C/F Alexis Llanes Roth IRA Rollover 8542 NW 35th Ct Miami, FL 33147-3922 846 6.13%
D-3
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------ Frontier Trust Company Amber Oakley IRA Rollover 7760 NW 10th St Pembroke Pines, FL 33024-5249 1,340 9.17% Frontier Trust Company C/F Donald C Smith Roth IRA 189 Muddy Run Rd Blairsville, PA 15717-5753 711 5.16% Frontier Trust Company C/F Jane Hewitt Roth IRA P.O. Box 3285 Waquoit, MA 02536-3285 2,112 15.31% Frontier Trust Company MEH Inc Michael L Hencey 5111 South Canyon Road Rapid City, SD 57702-1872 4,266 30.93% Frontier Trust Company C/F William M Lochhead Roth IRA P.O. Box 3285 Waquoit, MA 02536-3285 1,675 12.15% NFS LLC FEBO NFS/FMTC IRA FBO Zane Conway 37704 S Haney Rd Kennewick, WA 99337-7192 1,065 7.72% CLASS C First Clearing, LLC 2801 Market St Saint Louis, MO 63103-2523 6,222 7.02% First Clearing, LLC 2801 Market St Saint Louis, MO 63103-2523 4,978 5.62% First Clearing, LLC 2801 Market St Saint Louis, MO 63103-2523 5,624 6.35% First Clearing, LLC Louis De Michele & Dolores De Michele Ten Com 114 Laredo Ave Staten Island, NY 10312-3430 4,975 5.61% LPL Financial Services 9785 Towne Centre Dr San Diego, CA 92121-1968 5,916 6.68% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Lake Dr., East 2nd Flr Jacksonville, FL 32246-6484 13,193 14.89% Wells Fargo Investments LLC FBO Customer Accounts Attn: Mutual Fund Operations 625 Marquette Ave S 13th Floor Minneapolis, MN 55402-2323 15,976 18.03%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------- CLASS ADV George M. Kuebler & Elizabeth A. Kuebler JTWROS 46 Thomas Street Monroe Township, NJ 08831-1229 7,387 9.99% MG Trust Company Cust FBO Laminators Inc 700 17th St Ste 300 Denver, CO 80202-3531 5,208 7.04% New York Life Trust Company Evening Post Published Company & Affiliated Companies 51 Madison Ave Room 117A New York, NY 10010-1603 16,781 22.69% Wells Fargo Bnk NA Wellspan RSP C/O Fascore LLC 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 41,954 56.73% CLASS I Charles Schwab & Co. For the Exclusive Benefit of Customers Mutual Fund Operations 101 Montgomery Street San Francisco, CA 94104-4151 7,865 5.42% Orchard Trust Company LLC TTEE Cust Worldwide Dreams Deferred Comp Pl 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111 116,888 80.56% Wilmington Trust Risc TTEE FBO First National Bank Alaska Profit Sharing & 401(k) Plan P.O. Box 52129 Phoenix, AZ 85072-2129 8,870 6.11% CLASS R Charles Schwab & Co. For the Exclusive Benefit Of Customers Mutual Fund Operations 101 Montgomery Street San Francisco, CA 94104-4151 26,602 12.30% Hartford Life Insurance Company Separate Account 401 Attn: UIT Operations P.O. Box 2999 Hartford, CT 06104-2999 23,942 11.07% Kira M Alatar MD FBO Riverside Family Medicine 401(K) Plan 805 S Wheatley St Ridgeland, MS 39157-5000 12,441 5.75%
D-4
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ---------------------------------------------------- MG Trust Company Cust FBO BCR & Associates 700 17th St Ste 300 Denver, CO 80202-3531 15,264 7.06% State Street Bank & Trust FBO ADP/MSDW Alliance Attn: Ralph Campbell 105 Rosemont Rd Westwood, MA 02090-2318 81,716 37.77% Wachovia Bank FBO Crosstex Energy Services LP 401K 1525 West WT Harris Blvd Charlotte, NC 28262-8522 22,768 10.52% CLASS K FIIOC as Agent for Certain Emply Benefit Plans 100 Magellan Way KWIC Covington, KY 41015-1987 301,598 17.03% Mercer Trust Co TTEE FBO Solo Cup Co PS Plus Plan 1 Investors Way MSC N-1-G Norwood, MA 02062-1599 210,028 11.86% Orchard Trust Company TTEE Employee Benefits Clients 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 483,769 27.31% Orchard Trust Co LLC TTEE FBO Green Valley Country Club Retirement Plan 8515 E Orchard Rd 2T2 Greenwood Willage, CO 80111-5002 137,660 7.77% ALLIANCEBERNSTEIN BSS--ALLIANCEBERNSTEIN 2005 RETIREMENT STRATEGY CLASS A GPC as Agent for Reliance Trust Co. FBO Charles F. Connolly Distrib. EES PSP P.O. Box 79377 Atlanta, GA 30357-7377 414,230 17.75% Great West Life & Annuity GWLA-FFIIAllianceBernstein 2005 RT 8515 E. Orchard Rd 2T2 Greenwood Village, CO 80111-5002 306,760 13.14% NFS LLC FEBO Bankers Trust Co P.O. Box 897 Des Moines, IA 50306-0897 298,736 12.80% Orchard Trust Co LLC FBO Catholic Diocese of Green Bay C/O Fascore LLC 8515 E. Orchard Rd 2T2 Greenwood Village, CO 80111-5002 123,910 5.31%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS --------------------------------------------------- CLASS B Frontier Trust Company Dr. Steven Lanham DDS Patricia A. Neal 4816 Harvest Ln NE Orangeburg, SC 29118-9470 2,202 5.00% Frontier Trust Company Cust C/F Sarah G. Shinpock IRA Rollover 5351 Avery Woods Ln Knoxville, TN 37921-5244 7,481 17.00% LPL Financial Services 9785 Towne Centre Dr San Diego, CA 92121-1968 4,619 10.49% NFS LLC FEBO NFS/FMTC IRA FBO Thaddeus S Kelly 55 Ainsworth St Roslindale, MA 02131-1942 7,658 17.40% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 4,111 9.34% Raymond James & Assoc Inc CSDN FBO David W. Sorenson IRA 401 E 8th St Ste 214-390 Sioux Falls, SD 57103-7011 5,519 12.54% Raymond James & Assoc. Inc. CSDN FBO Susan Sorenson IRA 401 E 8th St Ste 214-390 Sioux Falls, SD 57103-7011 2,220 5.04% Robert E Zimmerman Virginia V Greer JTWROS 1201 8th Ave NE TRLR 92 Aberdeen, SD 57401-2590 3,653 8.30% CLASS C Frontier Trust Company C/F Dennis L. Hubbard IRA Rollover 3111 180th St Dawson, MN 56232-4155 7,495 10.49% Frontier Trust Company C/F Rosemary Booth IRA Rollover 9503 Marsena Ct Charlotte, NC 28213-3760 4,161 5.83% Frontier Trust Company C/F Ruth E. White IRA R/O 602 E Kentucky Indianola, IA 50125-4000 3,981 5.57% MG Trust Company Cust FBO D&L Group 700 17th St Ste 300 Denver, CO 80202-3531 5,079 7.11%
D-5
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------ Michael J. Klinge/ Marlena A Humphrey FBO Keco Engineered Coatings 401K PSP & Trust 1030 S Kealing Ave Indianapolis, IN 46203-1516 31,039 43.45% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 4,886 6.84% CLASS ADV Frontier Trust Company C/F Bridget A Browne IRA R/O 151 Hunt Avenue Pearl River, NY 10965-1881 7,313 9.92% Giaquinta Irrev Living Trust DTD 12/27/06 Gaetana Giaquinta as Grantor John Giaquinta TTEE 4 Redgrave Ave Staten Island, NY 10306-3619 37,423 50.74% MG Trust Company Cust FBO Sunrise Safety Services Inc 700 17th St Ste 300 Denver, CO 80202-3531 4,122 5.59% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 13,725 18.61% Wells Fargo Bank NA Wellspan RSP C/O Fascore LLC 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 6,754 9.16% CLASS I JP Morgan TTEE For the GZA Geoenvironmental Inc Restated 401(k) Profit Sharing Plan 9300 Ward Parkway Kansas City, MO 64114-3317 19,476 44.59% MLPF&S For the Sole Benefit of Its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 12,249 28.04% Orchard Trust Company LLC TTEE Cust Muskegon Surgical Associates PC 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111 5,942 13.60%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ---------------------------------------------------- CLASS R ING Enhanced K-Choice Trustee: Reliance Trust Company 400 Atrium Drive Somerset, NJ 08873-4162 18,251 5.30% NFS LLC FBO State Street Bank Trust Co TTEE Various Retirement Plans 4 Manhattanville Rd Purchase, NY 10577-2139 200,027 58.12% Wachovia Bank FBO Crosstex Energy Services LP 401K 1525 West Wt Harris Blvd Charlotte, NC 28262-8522 31,457 9.14% CLASS K FIIOC as Agent for Certain Emply Benefit Plans 100 Magellan Way KWIC Covington, KY 41015-1987 152,448 12.21% Frontier Trust Co FBO Gynecological & Obstetrical Assoc O P.O. Box 10758 Fargo, ND 58106-0758 133,626 10.70% Mercer Trust Company TTEE FBO Solo Cup Company Profit Sharing Plus Plan 1 Investors Way MSC N-1-G Norwood, MA 02062-1599 83,907 6.72% MG Trust Company Cust FBO Canges, Iwashko, Bethke & Bailey P 700 17th St Ste 300 Denver, CO 80202-3531 75,894 6.08% NFS LLC FEBO State Street Bank Trust Co TTEE Various Retirement Plans 4 Manhattanville Rd Purchase, NY 10577-2139 97,466 7.81% Orchard Trust Co LLC TTEE FBO Keane and Beane PC 401K C/O Fascore LLC 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 79,745 6.39% Orchard Trust Co LLC TTEE FBO North Suburban Pediatrics SC Profit Sharing Plan & Trust 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 157,144 12.59%
D-6
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------ ALLIANCEBERNSTEIN BSS--ALLIANCEBERNSTEIN 2010 RETIREMENT STRATEGY CLASS A GPC as Agent for Reliance Trust Co Sprinkler Fitters Local UN.550 Plan P.O. Box 79377 Atlanta, GA 30357-7377 385,602 6.22% Great West Life & Annuity GWLA-FFIIAllianceBernstein 2010 RT 8515 E. Orchard Rd 2T2 Greenwood Village, CO 80111-5002 389,780 6.29% ING Framework Trustee: Reliance Trust Company 400 Atrium Drive Somerset, NJ 08873-4162 410,435 6.62% Orchard Trust Co LLC FBO Catholic Diocese of Green Bay C/O Fascore LLC 8515 E. Orchard Rd 2T2 Greenwood Village, CO 80111-5002 399,706 6.45% Orchard Trust Co TTEE Employee Benefits Clients 8515 E. Orchard Rd 2T2 Greenwood Village, CO 80111-5002 492,112 7.94% State Street Bank & Trust FBO ADP/MSDW Alliance Attn: Ralph Campbell 105 Rosemont Rd Westwood, MA 02090-2318 631,670 10.19% CLASS B LPL Financial Services 9785 Towne Centre Dr San Diego, CA 92121-1968 5,114 6.90% NFS LLC FEBO NFA/FMTC IRA FBO Rosalie Corbin 102 Balboa Dr Springfield, MA 01119-2904 5,951 8.02% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 14,535 19.60% CLASS C MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 82,564 36.89% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 40,162 17.95%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------- CLASS ADV American United Life Cus American United Trust One American Square P.O. Box 1995 Indianapolis, IN 46206-9102 365,559 25.25% American United Life Cust FBO AUL American Group Retirement Annuity One American Square P.O. Box 1995 Indianapolis, IN 46206-9102 157,042 10.85% New York Life Trust Company Evening Post Published Company & Affiliated Companies 51 Madison Ave Room 117A New York, NY 10010-1603 627,968 43.38% Reliance Trust Company FBO Retirement Plans Services by Metlif 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 124,957 8.63% CLASS I Charles Schwab & Co. For the Exclusive Benefit of Customers Mutual Fund Operations 101 Montgomery Street San Francisco, CA 94104-4151 67,152 8.23% DWS Trust Co TTEE Atlantic Automotive Corporation 401K Plan P.O. Box 1757 Salem, NH 03079-1143 49,882 6.12% MAC & Co Mutual Fund Operations P.O. Box 3198 Pittsburgh, PA 15230-3198 324,655 39.80% Orchard Trust Company LLC TTEE Cust Muskegon Surgical Associates PC 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 164,254 20.14% CLASS R Hartford Life Insurance Company Separate Account 401 Attn: UIT Operations P.O. Box 2999 Hartford, CT 06104-2999 199,045 10.68% ING Enhanced K-Choice Trustee Reliance Trust Company 400 Atrium Drive Somerset, NJ 08873-4162 371,817 19.94%
D-7
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------ NFS LLC FEBO State Street Bank Trust Co TTEE Various Retirement Plans 4 Manhattanville Rd Purchase, NY 10577-2139 149,268 8.01% Wachovia Bank FBO Crosstex Energy Services L P 401K 1525 West Wt Harris Blvd Charlotte, NC 28262-4522 103,836 5.57% Wachovia Bank FBO New York City Housing Dev Corp 1525 West Wt Harris Blvd Charlotte, NC 28262-8522 215,168 11.54% CLASS K FIIOC as Agent for Certain Employee Benefit Plans 100 Magellan Way KWIC Covington, KY 41015-1987 1,368,218 19.04% NFS LLC FEBO State Street Bank Trust Co TTEE Various Retirement Plans 4 Manhattanville Rd Purchase, NY 10577-2139 528,955 7.36% Orchard Trust Company TTEE Employee Benefits Clients 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 463,419 6.45% Reliance Trust Company FBO Retirement Plans Serviced by Metlife 8515 E Orchard rd 2T2 Greenwood Village, CO 80111-5002 1,634,585 22.75% ALLIANCEBERNSTEIN BSS--ALLIANCEBERNSTEIN 2015 RETIREMENT STRATEGY CLASS A Great West Life & Annuity GWLA-FFIIAllianceBernstein 2015 RT 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 594,904 5.90% Orchard Trust Co LLC FBO Catholic Diocese of Green Bay C/O Fascore LLC 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 720,432 7.14% Orchard Trust Co TTEE Employee Benefits Clients 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 780,944 7.74% State Street Bank & Trust FBO ADP/MSDW Alliance Attn: Ralph Campbell 105 Rosemont Rd Westwood, MA 02090-2318 1,168,066 11.58%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------- CLASS B Edward D Jones & Co Attn: Mutual Fund Shareholder Acctg 201 Progress Pkwy Maryland Heights, MO 63043-3009 16,951 6.92% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 19,862 8.10% CLASS C MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 177,772 48.97% Morgan Stanley Smith Barney Harborside Financial Center Plaza II 3rd Floor Jersey City, NJ 07311 18,801 5.18% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 28,212 7.77% CLASS ADV American United Life Cust American United Trust One American Square P.O. Box 1995 Indianapolis, IN 46206-9102 901,680 60.37% Wells Fargo Bank NA Wellspan RSP C/O Fascore LLC 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 137,387 9.20% Wells Fargo Bank NA Custodian FBO Washington County Public Schools 40 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 112,538 7.54% CLASS I Brown Brothers Harriman & Co 525 Washington Blvd Jersey City, NJ 07310-1606 616,165 16.37% MAC & Co Attn: Mutual Fund Ops P.O. Box 3198 Pittsburgh, PA 15230-3198 1,671,717 44.43% MAC & Co Mutual Fund Operations P.O. Box 3198 Pittsburgh, PA 15230-3198 570,759 15.17%
D-8
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------ CLASS R Hartford Life Insurance Company Separate Account 401 Attn: UIT Operations P.O. Box 2999 Hartford, CT 06104-2999 699,446 16.86% ING Enhanced K-Choice Trustee Reliance Trust Company 400 Atrium Drive Somerset, NJ 08873-4162 1,099,465 26.50% NFS LLC FEBO State Street Bank Trust Co TTEE Various Retirement Plans 4 Manhattanville Rd Purchase, NY 10577-2139 365,816 8.82% Wachovia Bank FBO Crosstex Energy Services L P 401K 1055010065 NC 1076 1525 West Wt Harris Blvd Charlotte, NC 28262-8522 357,181 8.61% CLASS K FIIOC as Agent for Certain Employee Benefit Plans 100 Magellan Way KWIC Covington, KY 41015-1987 1,172,048 9.47% Mercer Trust Co TTEE FBO Solo Cup Co PS Plus Plan 1 Investors Way MSC N-1-G Norwood, MA 02062-1599 865,401 6.99% NGS LLC FEBO State Street Bank Trust Co TTEE Various Retirement Plans 4 Manhattanville Rd Purchase, NY 10577-2139 1,233,919 9.97% Reliance Trust Company FBO Retirement Plans Services by Metlife 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 2,870,651 23.19% ALLIANCEBERNSTEIN BSS--ALLIANCEBERNSTEIN 2020 RETIREMENT STRATEGY CLASS A Great West Life & Annuity GWLA-FFIIAllianceBernstein 2020 RT 8515 E. Orchard Rd 2T2 Greenwood Village, CO 80111-5002 719,530 5.81% ING Framework Trustee: Reliance Trust Company 400 Atrium Drive Somerset, NJ 08873-4162 1,160,711 9.37%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------- Orchard Trust Co TTEE Employee Benefits Clients 8515 E. Orchard Rd 2T2 Greenwood Village, CO 80111-5002 957,628 7.73% State Street Bank & Trust FBO ADP/MSDW Alliance Attn: Ralph Campbell 105 Rosemont Rd Westwood, MA 02090-2318 1,850,014 14.93% CLASS C MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 264,957 45.40% CLASS ADV American United Life Cust American United Trust One American Square P.O. Box 1995 Indianapolis, IN 46206-9102 686,575 43.13% American United Life Cust FBO AUL American Group Retirement Annuity One American Square P.O. Box 1995 Indianapolis, IN 46206-9102 171,219 10.76% New York Life Trust Company Evening Post Published Company & Affiliated Companies 51 Madison Ave Room 117A New York, NY 10010-1603 136,197 8.56% Wells Fargo Bank NA Custodian FBO Washington County Public Schools 40 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 119,776 7.52% Wells Fargo Bnk NA Wellspan RSP C/O Fascore LLC 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 176,168 11.07% CLASS I Brown Brothers Harriman & Co 525 Washington Blvd Jersey City, NJ 07310-1606 234,366 9.23% Charles Schwab & Co. For the Exclusive Benefit of Customers Mutual Fund Operations 101 Montgomery Street San Francisco, CA 94104-4151 148,335 5.84%
D-9
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ----------------------------------------------------- MAC & Co Mutual Fund Operations P.O. Box 3198 Pittsburgh, PA 15230-3198 529,160 20.83% MLPF&S For the Sole Benefit of Its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 305,695 12.03% New York Life Trust Co Voith Paper Fabrics Incentive Savings Plan 51 Madison Ave Room 117A New York, NY 10010-1603 385,246 15.17% Wilmington Trust RISC TTE FBO First National Bank Alaska Profit Sharing & 401(k) Plan P.O. Box 52129 Phoenix, AZ 85072-2129 151,670 5.97% Orchard Trust Company LLC TTEE Cust J. D'Addario & Company 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 141,523 5.57% Orchard Trust Company LLC TTEE Cust Webcor Builders 401K PSP P.O. Box 85484 San Diego, CA 92186-5484 250,146 9.85% CLASS R Hartford Life Insurance Company Separate Account 401 Attn: UIT Operations P.O. Box 2999 Hartford, CT 06104-2999 697,026 13.30% ING Enhanced K-Choice Trustee: Reliance Trust Company 400 Atrium Drive Somerset, NJ 08873-4162 1,169,854 22.32% MLPF&S For The Sole Benefit Of Its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, Fl 32246-6484 280,731 5.36% NFS LLC FEBO State Street Bank Trust Co TTEE Various Retirement Plans 4 Manhattanville Rd Purchase, NY 10577-2139 494,669 9.44% Wachovia Bank FBO Crosstex Energy Services LP 401K 1525 West Wt Harris Blvd Charlotte, NC 28262-8522 464,946 8.87%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------- CLASS K FIIOC as Agent for Certain Employee Benefit Plans 100 Magellan Way KWIC Covington, KY 41015-1987 2,444,135 12.29% Mercer Trust Co TTEE FBO Solo Cup Co PS Plus Plan 1 Investors Way MSC N-3-G Norwood, MA 02062-1599 1,075,323 5.41% NFS LLC FEBO State Street Bank Trust Co TTE Various Retirement Plans 4 Manhattanville Rd Purchase, NY 10577-2139 2,312,874 11.63% Reliance Trust Company FBO Retirement Plans Serviced by Metlif 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 4,501,692 22.64% ALLIANCEBERNSTEIN BSS--ALLIANCEBERNSTEIN 2025 RETIREMENT STRATEGY CLASS A Great West Life & Annuity GWLA-FFIIAllianceBernstein 2025 RT 8515 E. Orchard Rd 2T2 Greenwood Village, CO 80111-5002 1,380,097 11.06% ING Framework Trustee: Reliance Trust Company 400 Atrium Drive Somerset, NJ 08873-4162 913,565 7.32% Orchard Trust Co TTEE Employee Benefits Clients 8515 E. Orchard Rd 2T2 Greenwood Village, CO 80111-5002 1,095,411 8.78% State Street Bank & Trust FBO ADP/MSDW Alliance Attn: Ralph Campbell 105 Rosemont Rd Westwood, MA 02090-2318 1,431,706 11.48% CLASS B Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 10,418 7.69% CLASS C MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 182,989 48.02%
D-10
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------- CLASS ADV American United Life Cust American United Trust One American Square P.O. Box 1995 Indianapolis, IN 46206-9102 574,326 43.33% American United Life Cust FBO AUL American Group Retirement Annuity One American Square P.O. Box 1995 Indianapolis, IN 46206-9102 153,065 11.55% Orchard Trust Co TTEE Employee Benefits Clients 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 75,884 5.72% Wells Fargo Bank NA Wellspan RSP C/O Fascore LLC 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 248,332 18.73% CLASS I Charles Schwab & Co. For the Exclusive Benefit of Customers Mutual Fund Operations 101 Montgomery Street San Francisco, CA 94104-4151 159,148 7.62% MAC & Co Mutual Fund Operations P.O. Box 3198 Pittsburgh, PA 15230-3198 533,968 25.58% MLPF&S For the Sole Benefit of Its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 121,520 5.82% New York Life Trust Co Voith Paper Fabrics Incentive Savings Plan 51 Madison Ave Room 117A New York, NY 10010-1603 306,174 14.67% Orchard Trust Company LLC TTEE Cust George Little Mgmt LLC 401K PSP 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 109,399 5.24% Orchard Trust Company LLC TTEE Cust J. D'Addario & Company 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 138,467 6.63%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------ Wilmington Trust RISC TTE FBO First National Bank Alaska Profit Sharing & 401(k) Plan P.O. Box 52129 Phoenix, AZ 85072-2129 115,582 5.54% CLASS R Hartford Life Insurance Company Separate Account 401 Attn: UIT Operations P.O. Box 2999 Hartford, CT 06104-2999 695,389 13.97% ING Enhanced K-Choice Trustee: Reliance Trust Company 400 Atrium Drive Somerset, NJ 08873-4162 1,290,023 25.93% MLPF&S For The Sole Benefit Of Its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, Fl 32246-6484 388,362 7.80% NFS LL FEBO State Street Bank Trust Co TTEE Various Retirement Plans 4 Manhattanville Rd Purchase, NY 10577-2139 415,177 8.34% Wachovia Bank FBO Crosstex Energy Services LP 401K 1525 West Wt Harris Blvd Charlotte, NC 28262-8522 364,227 7.32% CLASS K FIIOC as Agent for Certain Employee Benefit Plans 100 Magellan Way KWIC Covington, KY 41015-1987 1,178,057 8.65% Mercer Trust Co TTEE FBO Solo Cup Co PS Plus Plan 1 Investors Way MSC N-3-G Norwood, MA 02062-1599 1,131,500 8.31% NFS LLC FEBO State Street Bank Trust Co TTEE Various Retirement Plans 4 Manhattanville Rd Purchase, NY 10577-2139 1,754,790 12.89% Reliance Trust Company FBO Retirement Plans Serviced by Metlife 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 2,823,492 20.74%
D-11
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------- ALLIANCEBERNSTEIN BSS--ALLIANCEBERNSTEIN 2030 RETIREMENT STRATEGY CLASS A Great West Life & Annuity GWLA-FFIIAllianceBernstein 2030 RT 8515 E. Orchard Rd 2T2 Greenwood Village, CO 80111-5002 603,459 5.86% ING Framework Trustee: Reliance Trust Company 400 Atrium Drive Somerset, NJ 08873-4162 588,739 5.72% Orchard Trust Co TTEE Employee Benefits Clients 8515 E. Orchard Rd 2T2 Greenwood Village, CO 80111-5002 1,114,776 10.83% State Street Bank & Trust FBO ADP/MSDW Alliance Attn: Ralph Campbell 105 Rosemont Rd Westwood, MA 02090-2318 1,594,733 15.49% CLASS B Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 10,418 7.69% CLASS C MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 270,603 51.24% CLASS ADV American United Life Cust American United Trust One American Square P.O. Box 1995 Indianapolis, IN 46206-9102 416,741 36.18% American United Life Cust FBO AUL American Group Retirement Annuity One American Square P.O. Box 1995 Indianapolis, IN 46206-9102 222,043 19.28% Wells Fargo Bnk NA Wellspan RSP C/O Fascore LLC 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 242,777 21.08% CLASS I MAC & Co Mutual Fund Operations P.O. Box 3198 Pittsburgh, PA 15230-3198 362,481 22.19%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------- MLPF&S For the Sole Benefit of Its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 159,164 9.75% New York Life Trust Co Voith Paper Fabrics Incentive Savings Plan 51 Madison Ave Room 117A New York, NY 10010-1603 100,396 6.15% Orchard Trust Company LLC TTEE Cust J. D'Addario & Company 8515 E Orchard rd 2T2 Greenwood Village, CO 80111-5002 266,147 16.30% Taynik & Co. 401K Plan C/O State Street Bank 200 Clarendon St Boston, MA 02116-5021 88,211 5.40% CLASS R Hartford Life Insurance Company Separate Account 401 Attn: UIT Operations Po Box 2999 Hartford, CT 06104-2999 697,294 15.79% ING Enhanced K-Choice Trustee: Reliance Trust Company 400 Atrium Drive Somerset, NJ 08873-4162 926,270 20.97% MLPF&S For The Sole Benefit Of Its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, Fl 32246-6484 280,876 6.36% NFS LLC FEBO State Street Bank Trust Co TTEE Various Retirement Plans 4 Manhattanville Rd Purchase, NY 10577-2139 283,805 6.43% CLASS K Charles Schwab & Co For the Exclusive Benefit Of Customers Mutual Fund Operations 101 Montgomery Street San Francisco, CA 94104-4151 1,144,464 8.52% FIIOC as Agent for Certain Employee Benefit Plans 100 Magellan Way KWIC Covington, KY 41015-1987 1,306,858 9.73%
D-12
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------- Mercer Trust Co TTEE FBO Solo Cup Co PS Plus Plan 1 Investors Way MSC N-3-G Norwood, MA 02062-1599 838,540 6.24% NFS LLC FEBO State Street Bank Trust Co TTEE Various Retirement Plans 4 Manhattanville Rd Purchase, NY 10577-2139 1,658,196 12.34% Reliance Trust Company FBO Retirement Plans Serviced by Metlif 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 2,625,771 19.54% ALLIANCEBERNSTEIN BSS--ALLIANCEBERNSTEIN 2035 RETIREMENT STRATEGY CLASS A Great West Life & Annuity GWLA-FFIIAllianceBernstein 2035 RT 8515 E. Orchard Rd 2T2 Greenwood Village, CO 80111-5002 472,283 6.33% ING Framework Trustee: Reliance Trust Company 400 Atrium Drive Somerset, NJ 08873-4162 496,948 6.66% Orchard Trust Company TTEE Employee Benefits Clients 8515 E. Orchard Rd 2T2 Greenwood Village, CO 80111-5002 713,688 9.57% State Street Bank & Trust FBO ADP/MSDW Alliance Attn: Ralph Campbell 105 Rosemont Rd Westwood, MA 02090-2318 1,145,967 15.37% CLASS B LPL Financial Services 9785 Towne Centre Dr. San Diego, CA 92121-1968 6,304 6.31% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 5,969 5.97% CLASS C MG Trust Company Cust FBO Rajeeb Guharoy 700 17th St Ste 300 Denver, CO 80202-3531 22,147 6.99% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 115,739 36.55%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------ CLASS ADV American United Life Cust American United Trust One American Square P.O. Box 1995 Indianapolis, IN 46206-9102 241,792 26.78% American United Life Cust FBO AUL American Group Retirement Annuity One American Square P.O. Box 1995 Indianapolis, IN 46206-9102 159,580 17.67% Wells Fargo Bank NA Custodian FBO Washington County Public Schools 40 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 57,778 6.40% Wells Fargo Bnk NA Wellspan RSP C/O Fascore LLC 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 219,842 24.35% Reliance Trust Company FBO Retirement Plans Serviced by Metlife 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 80,119 8.87% CLASS I JP Morgan TTEE For the GZA Geoenvironmental Inc Restated 401(K) Profit Sharing Plan 9300 Ward Parkway Kansas City, MO 64114-3317 75,513 6.39% MAC & Co Mutual Fund Operations P.O. Box 3198 Pittsburgh, PA 15230-3198 314,520 26.62% MLPF&S For the Sole Benefit of Its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 63,638 5.39% Orchard Trust Company LLC TTEE Cust George Little Mgmt LLC 401K PSP 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 93,042 7.88% Orchard Trust Company LLC TTEE Cust J. D'Addario & Company 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 119,194 10.09% Orchard Trust Company LLC TTEE Cust Webcor Builders 401K PSP P.O. Box 85484 San Diego, CA 92186-5484 63,451 5.37%
D-13
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------- Taynik & Co. 401K Plan C/O State Street Bank 200 Clarendon St Boston, MA 02116-5021 61,847 5.24% Wilmington Trust RISC TTE FBO First National Bank Alaska Profit Sharing & 401(k) Plan P.O. Box 52129 Phoenix, AZ 85072-2129 63,575 5.38% CLASS R American United Life Cust FBO AUL American Group Retirement Annuity One American Square P.O. Box 1995 Indianapolis, IN 46206-9102 159,146 5.35% Hartford Life Insurance Company Separate Account 401 Attn: UIT Operations P.O. Box 2999 Hartford, CT 06104-2999 405,387 13.63% ING Enhanced K-Choice Trustee: Reliance Trust Company 400 Atrium Drive Somerset, NJ 08873-4162 811,892 27.30% MLPF&S For The Sole Benefit Of Its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, Fl 32246-6484 187,125 6.29% NFS LLC FEBO State Street Bank Trust Co TTEE Various Retirement Plans 4 Manhattanville Rd Purchase, NY 10577-2139 247,421 8.32% CLASS K Charles Schwab & Co For the Exclusive Benefit Of Customers Mutual Fund Operations 101 Montgomery Street San Francisco, CA 94104-4151 585,746 6.74% FIIOC as Agent for Certain Employee Benefit Plans 100 Magellan Way KWIC Covington, KY 41015-1987 727,489 8.37% NFS LLC FEBO State Street Bank Trust Co TTEE Various Retirement Plans 4 Manhattanville Rd Purchase, NY 10577-2139 976,941 11.24%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------ Reliance Trust Company FBO Retirement Plans Serviced by Metlife 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 1,838,597 21.15% ALLIANCEBERNSTEIN BSS--ALLIANCEBERNSTEIN 2040 RETIREMENT STRATEGY CLASS A Great West Life & Annuity GWLA-FFIIAllianceBernstein 2040 RT 8515 E. Orchard Rd 2T2 Greenwood Village, CO 80111-5002 335,206 5.29% Orchard Trust Co TTEE Employee Benefits Clients 8515 E. Orchard Rd 2T2 Greenwood Village, CO 80111-5002 481,895 7.60% State Street Bank & Trust FBO ADP/MSDW Alliance Attn: Ralph Campbell 105 Rosemont Rd Westwood, MA 02090-2318 1,169,637 18.44% CLASS B Frontier Trust Company Cust FBO Mary K Nagy IRA Rollover 9 Bronia St Howell, NJ 07731-3804 6,316 6.39% Frontier Trust Company Precision Mechanical Inc Ryan Mentink 382 Ram Ln Silt, CO 81652-8846 5,633 5.70% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 6,263 6.34% CLASS C MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 173,352 53.72% CLASS ADV American United Life Cust American United Trust One American Square P.O. Box 1995 Indianapolis, IN 46206-9102 184,423 21.20% American United Life Cust FBO AUL American Group Retirement Annuity One American Square P.O. Box 1995 Indianapolis, IN 46206-9102 122,266 14.05%
D-14
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------ Wells Fargo Bnk NA Wellspan RSP C/O Fascore LLC 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 207,340 23.83% Reliance Trust Company FBO Retirement Plans Serviced by Metlife 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 133,384 15.33% CLASS I Charles Schwab & Co. For the Exclusive Benefit of Customers Mutual Fund Operations 101 Montgomery Street San Francisco, CA 94104-4151 82,931 7.54% JP Morgan TTEE For the GZA Geoenvironmental Inc Restated 401(K) Profit Sharing Plan 9300 Ward Parkway Kansas City, MO 64114-3317 85,509 7.77% MAC & Co Mutual Fund Operations P.O. Box 3198 Pittsburgh, PA 15230-3198 343,417 31.22% MLPF&S For the Sole Benefit of Its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 63,371 5.76% New York Life Trust Co Voith Paper Fabrics Incentive Savings Plan 51 Madison Ave Room 117A New York, NY 10010-1603 69,718 6.34% Orchard Trust Company LLC TTEE Cust J. D'Addario & Company 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 57,145 5.20% Orchard Trust Company LLC TTEE Cust Webcor Builders 401K PSP P.O. Box 85484 San Diego, CA 92186-5484 101,000 9.18% CLASS R Hartford Life Insurance Company Separate Account 401 Attn: UIT Operations Po Box 2999 Hartford, CT 06104-2999 426,297 15.46% ING Enhanced K-Choice Trustee Reliance Trust Company 400 Atrium Drive Somerset, NJ 08873-4162 572,017 20.74%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------ NFS LLC FEBO State Street Bank Trust Co TTEE Various Retirement Plans 4 Manhattanville Rd Purchase, NY 10577-2139 238,230 8.64% CLASS K Charles Schwab & Co For the Exclusive Benefit of Customers Mutual Fund Operations 101 Montgomery Street San Francisco, CA 94104-4151 949,353 13.62% FIIOC as Agent for Certain Employee Benefit Plans 100 Magellan Way KWIC Covington, KY 41015-1987 725,864 10.42% NFS LLC FEBO State Street Bank Trust Co TTEE Various Retirement Plans 4 Manhattanville Rd Purchase, NY 10577-2139 771,327 11.07% Reliance Trust Company FBO Retirement Plans Serviced by Metlife 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 1,449,084 20.79% ALLIANCEBERNSTEIN BSS--ALLIANCEBERNSTEIN 2045 RETIREMENT STRATEGY CLASS A Great West Life & Annuity GWLA-FFIIAllianceBernstein 2045 RT 8515 E. Orchard Rd 2T2 Greenwood Village, CO 80111-5002 446,443 9.86% Orchard Trust Co TTEE Employee Benefits Clients 8515 E. Orchard Rd 2T2 Greenwood Village, CO 80111-5002 347,685 7.68% State Street Bank & Trust FBO ADP/MSDW Alliance Attn: Ralph Campbell 105 Rosemont Rd Westwood, MA 02090-2318 796,828 17.59% Wachovia Bank FBO Jet Aviation Holdings Inc 401 K 1525 West Wt Harris Blvd Charlotte, NC 28262-8522 277,827 6.13% CLASS B Frontier Trust Company C/F Robert F Howarth IRA 10354 Crossbeam Ct Columbia, MD 21044-3819 4,015 11.32%
D-15
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------- RBC Capital Markets Corp FBO Jill J. Kraemer Prior Lake Pet Hospital Simple IRA Simple IRA 1003 Meadow St Cologne, MN 55322-9098 2,099 5.92% CLASS C MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 92,648 51.47% CLASS ADV American United Life Cust American United Trust One American Square P.O. Box 1995 Indianapolis, IN 46206-9102 107,569 14.24% American United Life Cust FBO AUL American Group Retirement Annuity One American Square P.O. Box 1995 Indianapolis, IN 46206-9102 73,229 9.70% Wells Fargo Bank NA Custodian FBO Washington County Public Schools 40 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 38,062 5.04% Wells Fargo Bnk NA Wellspan RSP C/O Fascore LLC 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 176,010 23.30% Reliance Trust Company FBO Retirement Plans Serviced by Metlife 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 247,719 32.80% CLASS I AIG Retirement Services Company FBO AIGFSB Cust TTEE FBO Suffolk County 2929 Allen Parkway A6-20 Houston, TX 77019-2155 76,532 13.43% Charles Schwab & Co. For the Exclusive Benefit of Customers Mutual Fund Operations 101 Montgomery Street San Francisco, CA 94104-4151 77,407 13.58% MLPF&S For the Sole Benefit of Its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 47,014 8.25%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ---------------------------------------------------- New York Life Trust Co Voith Paper Fabrics Incentive Savings Plan 51 Madison Ave Room 117A New York, NY 10010-1603 28,856 5.06% New York Life Trust Co Voith Paper Fabrics Sup Executive Savings Plan 51 Madison Ave Room 117A New York, NY 10010-1603 41,846 7.34% Orchard Trust Company LLC TTEE Cust George Little Mgmt LLC 401K PSP 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 29,984 5.26% Orchard Trust Company LLC TTEE Cust J. D'Addario & Company 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 43,817 7.69% Orchard Trust Company LLC TTEE Cust Webcor Builders 401K PSP P.O. Box 85484 San Diego, CA 92186-5484 42,496 7.46% Reliance Trust Company FBO Studios Architecture Inc 401K Plan P.O. Box 48529 Atlanta, GA 30362-1529 30,566 5.36% Wachovia Bank FBO TCS America 401K Plan 1525 West Wt Harris Blvd Charlotte, NC 28262-8522 28,829 5.06% Wilmington Trust RISC TTE FBO First National Bank Alaska Profit Sharing & 401(k) Plan P.O. Box 52129 Phoenix, AZ 85072-2129 57,440 10.08% CLASS R Hartford Life Insurance Company Separate Account 401 Attn: UIT Operations P.O. Box 2999 Hartford, CT 06104-2999 381,474 18.89% ING Enhanced K-Choice Trustee: Reliance Trust Company 400 Atrium Drive Somerset, NJ 08873-4162 509,060 25.21% MLPF&S For The Sole Benefit Of Its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, Fl 32246-6484 104,113 5.16%
D-16
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------- NFS LLC FEBO State Street Bank Trust Co TTEE Various Retirement Plans 4 Manhattanville Rd Purchase, NY 10577-2139 134,330 6.65% Wachovia Bank FBO Crosstex Energy Services LP 401K 1525 West WT Harris Blvd Charlotte, NC 28262-8522 138,821 6.87% CLASS K Charles Schwab & Co For the Exclusive Benefit of Customers Mutual Fund Operations 101 Montgomery Street San Francisco, CA 94104-4151 428,636 10.77% FIIOC as Agent for Certain Emply Benefit Plans 100 Magellan Way KWIC Covington, KY 41015-1987 400,036 10.05% NFS LLC FEBO State Street Bank Trust Co TTEE Various Retirement Plans 4 Manhattanville Rd Purchase, NY 10577-2139 497,539 12.50% Reliance Trust Company FBO Retirement Plans Serviced by Metlife 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 817,224 20.53% ALLIANCEBERNSTEIN BSS--ALLIANCEBERNSTEIN 2050 RETIREMENT STRATEGY CLASS A Great West Life & Annuity C/O Fascore LLC 8515 E. Orchard Rd 2T2 Greenwood Village, CO 80111-5002 58,200 9.68% Orchard Trust Co LLC FBO Putnam Inv FBO Recordkeeping for Various Benef 8515 E. Orchard Rd 2T2 Greenwood Village, CO 80111-5002 46,922 7.81% Orchard Trust Company TTEE Employee Benefits Clients 8515 E. Orchard Rd 2T2 Greenwood Village, CO 80111-5002 108,872 18.12% State Street Bank & Trust FBO ADP/MSDW Alliance Attn: Ralph Campbell 105 Rosemont Rd Westwood, MA 02090-2318 118,984 19.80% CLASS B AllianceBernstein LP Attn: Brent Mather-Seed Acct 1 N Lexington Ave White Plains, NY 10601-1712 1,000 23.11%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------ First Clearing LLC Christopher J. Suzadail IRA FCC as Custodian 319 Adams St Williamsport, PA 17701-2301 250 5.77% Frontier Trust Company C/F Danielle K. Dear Roth IRA 6559 Royal Pkwy N Lockport, NY 14094-6615 661 15.27% Frontier Trust Company C/F Robert M. Witt Roth IRA 473 Western Ave Albany, NY 12203-1512 428 9.89% Frontier Trust Company C/F Vanessa M. Cabana IRA Rollover 112 Pulaski Blvd Bellingham, MA 02019-2743 1,320 30.52% LPL Financial Services 9785 Towne Centre Dr San Diego, CA 92121-1968 665 15.37% CLASS C MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 14,087 56.32% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 4,502 18.00% CLASS ADV American United Life Cust American United Trust One American Square P.O. Box 1995 Indianapolis, IN 46206-9102 47,820 16.00% American United Life Cust FBO AUL American Group Retirement Annuity One American Square P.O. Box 1995 Indianapolis, IN 46206-9102 38,198 12.78% New York Life Trust Company Evening Post Published Company & Affiliated Companies 51 Madison Ave Room 117A New York, NY 10010-1603 17,680 5.92% Wells Fargo Bank NA Wellspan RSP C/O Fascore LLC 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 181,295 60.68%
D-17
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------ CLASS I MLPF&S For the Sole Benefit of Its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 50,950 51.59% NFS LLC FEBO Marshall & Ilsley Trust Co NA FBO Bank 98 Dly Rcrdkpg Attn: Mut Funds 11270 W Park Pl Ste 400 Milwaukee, WI 53224-3638 19,152 19.39% Orchard Trust Company LLC TTEE Cust George Little Mgmt LLC 401K PSP 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 7,790 7.89% Orchard Trust Company LLC TTEE Cust J. D'Addario & Company 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 7,519 7.61% CLASS R American United Life Cust FBO AUL American Group Retirement Annuity One American Square P.O. Box 1995 Indianapolis, IN 46206-9102 41,362 12.20% Charles Schwab & Co. For The Exclusive Benefit Of Customers Mutual Fund Operations 101 Montgomery Street San Francisco, CA 94104-4151 34,893 10.30% Hartford Life Insurance Company Separate Account 401 Attn: UIT Operations Po Box 2999 Hartford, CT 06104-2999 87,099 25.70% MLPF&S For The Sole Benefit Of Its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, Fl 32246-6484 18,140 5.35% NFS LLC FEBO State Street Bank Trust Co TTEE Various Retirement Plans 4 Manhattanville Rd Purchase, NY 10577-2139 30,474 8.99% State Street Bank & Trust FBO ADP/MSDW Alliance Attn: Ralph Campbell 105 Rosemont Rd Westwood, MA 02090-2318 34,069 10.05%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ---------------------------------------------------- CLASS K Charles Schwab & Co For the Exclusive Benefit of Customers Mutual Fund Operations 101 Montgomery Street San Francisco, CA 94104-4151 276,083 26.13% FIIOC as Agent for Certain Employee Benefit Plans 100 Magellan Way KWIC Covington, KY 41015-1987 268,970 25.46% Reliance Trust Company FBO Retirement Plans Serviced by Metlif 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 89,586 8.48% ALLIANCEBERNSTEIN BSS--ALLIANCEBERNSTEIN 2055 RETIREMENT STRATEGY CLASS A MG Trust Co Cust FBO Lithographics Inc 401 K Retirement 700 17th St Ste 300 Denver, CO 80202-3531 15,058 12.38% State Street Bank & Trust FBO ADP/MSDW Alliance Attn: Ralph Campbell 105 Rosemont Rd Westwood, MA 02090-2318 45,527 37.43% CLASS B AllianceBernstein LP Attn: Brent Mather - Seed Acct 1 N Lexington Ave White Plains, NY 10601-1712 1,000 36.56% LPL Financial Services 9785 Towne Centre Dr San Diego, CA 92121-1968 551 20.16% Frontier Trust Company C/F Elijah M. Abad ROTH IRA 74 Covington Cir Staten Island, NY 10312-1175 678 24.78% Frontier Trust Company C/F Michael A. Salamanca IRA R/O 14271 SW 38th St Miami, FL 33175-7806 506 18.49% CLASS C AllianceBernstein L.P. Attn: Brent Mather-Seed Acct 1 N Lexington Ave White Plains, NY 10601-1712 1,000 17.87% American Enterprise Investment Svcs P.O. Box 9446 Minneapolis, MN 55474-0001 569 10.18%
D-18
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------ Frontier Trust Company C/F John Murphy Roth IRA 16 Rene Ct Wayne, NJ 07470-8415 340 6.08% James Kenard FBO Krate LLC 401K PSP & Trust 4402 23rd St Ste 516 Long Island City, NY 11101-5072 668 11.94% MG Trust Company Cust FBO PSL North America LLC Employees SA 700 17th St Ste 300 Denver, CO 80202-3531 281 5.02% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 1,251 22.36% RBC Capital Markets Corp FBO Deborah Byers Individual Retirement Account P.O. Box 5253 Fullerton, CA 92838-0253 785 14.02% CLASS ADV American United Life Cust American United Trust One American Square P.O. Box 1995 Indianapolis, IN 46206-9102 3,965 5.56% American United Life Cust FBO AUL American Group Retirement Annuity One American Square P.O. Box 1995 Indianapolis, IN 46206-9102 13,013 18.26% Wells Fargo Bank NA Wellspan RSP C/O Fascore LLC 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 49,542 69.51% CLASS I AllianceBernstein L.P. Attn: Brent Mather-See Acct 1 N Lexington Ave White Plains, NY 10601-1712 1,000 8.82% Orchard Trust Company LLC TTEE Cust George Little Mgmt LLC 401K PSP 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 3,613 31.86% Orchard Trust Company LLC TTEE Cust Webcor Builders 401K PSP P.O. Box 85484 San Diego, CA 92186-5484 3,038 26.79%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ---------------------------------------------------- Taynik & Co. 401K Plan C/O State Street Bank 200 Clarendon St Boston, MA 02116-5021 2,674 23.58% Wilmington Trust RISC TTE FBO First National Bank Alaska Profit Sharing & 401(k) Plan P.O. Box 52129 Phoenix, AZ 85072-2129 654 5.77% CLASS R American United Life Cust FBO AUL American Group Retirement Annuity One American Square P.O. Box 1995 Indianapolis, IN 46206-9102 13,045 18.37% American United Life Cust FBO American United Trust One American Square P.O. Box 1995 Indianapolis, IN 46206-9102 4,908 6.91% Hartford Life Insurance Company Separate Account 401 Attn: UIT Operations P.O. Box 2999 Hartford, CT 06104-2999 14,841 20.90% MLPF&S For The Sole Benefit Of Its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 6,974 9.82% NFS LLC FEBO State Street Bank Trust Co TTEE Various Retirement Plans 4 Manhattanville Rd Purchase, NY 10577-2139 3,556 5.01% State Street Bank & Trust FBO ADP/MSDW Alliance Attn: Ralph Campbell 105 Rosemont Rd Westwood, MA 02090-2318 7,468 10.52% CLASS K Charles Schwab & Co For the Exclusive Benefit of Customers Mutual Fund Operations 101 Montgomery Street San Francisco, CA 94104-4151 15,795 5.84% FIIOC as Agent for Certain Employee Benefit Plans 100 Magellan Way KWIC Covington, KY 41015-1987 75,811 28.03%
D-19
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------- NFS LLC FEBO State Street Bank Trust Co TTEE Various Retirement Plans 4 Manhattanville Rd Purchase, NY 10577-2139 30,583 11.31% Orchard Trust Co LLC TTEE FBO B&G Wholesale 401(K) 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 13,958 5.16% Orchard Trust Co LLC TTEE FBO Miami Diver Inc 401(K) PSP 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 17,369 6.42% Orchard Trust Co LLC FBO New York Athletic Club 401K Savings Plan 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 39,622 14.65% Reliance Trust Company FBO Retirement Plans Serviced by Metlife C/O Fascore LLC 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 14,266 5.27% ALLIANCEBERNSTEIN BOND FUND-- ALLIANCEBERNSTEIN INTERMEDIATE BOND PORTFOLIO CLASS A First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 2,438,740 6.30% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 3,430,145 8.87% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 2,451,956 6.34% CLASS B First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 160,982 9.99% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 147,629 9.16%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS -------------------------------------------------- Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 118,790 7.37% CLASS C First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 747,496 12.19% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 1,501,765 24.48% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 379,641 6.19% CLASS ADV CollegeBound Fund CBF--Quality Bond Fund Customized Allocation 529 Plan 1345 Avenue of the Americas New York, NY 10105-0302 6,407,420 83.42% Merrill Lynch Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 887,747 11.56% CLASS R Counsel Trust DBA Mid Atlantic Trust Company FBO Trans World Gaming Corp 401K Profit Sharing Plan & Trust 1251 Waterfront Place, Suite 525 Pittsburgh, PA 15222-4228 6,253 15.09% DWS Trust Co TTEE Wentworth Property Management Corp 401K Savings Plan P.O. Box 1757 Salem, NH 03079-1143 2,324 5.61% Merrill Lynch Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 5,347 12.90% MG Trust Co CUST FBO MRF S 401K Plan 700 17th St Ste 300 Denver, CO 80202-3531 9,768 23.57% State Street Bank & Trust FBO ADP/MSDW Alliance Attn: Ralph Campbell 105 Rosemont Rd Westwood, MA 02090-2318 6,095 14.71%
D-20
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS --------------------------------------------------- Wilmington Trust RISC CUST FBO Magnetic Metals Corporation--CA Hourly Employees Pension Plan P.O. Box 52129 Phoenix, AZ 85072-2129 3,469 8.37% CLASS K Orchard Trust Company LLC TTEE CUST Crystal Steel 401K Plan 8515 E Orchard Rd 212 Greenwood Village, CO 80111-5002 23,657 5.57% Orchard Trust Company LLC TTEE CUST FBO TAP Electrical Contracting Corp 401(K) Retirement Plan 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 23,180 5.46% Orchard Trust Company LLC TTEE CUST Highland Park Medical Assoc PC 8515 E Orchard Rd 212 Greenwood Village, CO 80111-5002 36,490 8.59% Orchard Trust Company LLC TTEE CUST Karnak Corporation Savings & Investment Plan 8515 E Orchard Rd 212 Greenwood Village, CO 80111-5002 24,563 5.78% Orchard Trust Company LLC TTEE CUST Minnesota Surgical Associates PA 8515 E Orchard Rd 212 Greenwood Village, CO 80111-5002 120,872 28.45% Orchard Trust Company LLC TTEE CUST Muncie Surgical Associates Inc PSP 8515 E Orchard Rd 212 Greenwood Village, CO 80111-5002 103,207 24.30% Orchard Trust Company LLC TTEE CUST Shore Heart Group PA 401K Plan 8515 E Orchard Rd 212 Greenwood Village, CO 80111-5002 35,416 8.34% CLASS I NFS LLC FEBO Midwest Trust Co 5901 College Blvd Overland Park, KS 66211-1937 13,319 14.62% Orchard Trust Company LLC TTEE CUST Muskegon Surgical Associates PC 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 77,790 85.38%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ---------------------------------------------------- ALLIANCEBERNSTEIN BOND FUND--ALLIANCEBERNSTEIN BOND INFLATION CLASS A Edward D Jones & Co Attn: Mutual Fund Shareholder Acctg 201 Progress Pkwy Maryland Heights, MO 63043-3009 12,149 10.23% LPL Financial FBO Customer Accounts Attn: Mutual Fund Operations P.O. Box 509046 San Diego, CA 92150-9046 25,036 21.08% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 16,441 13.84% Sterne Agee & Leach Inc 813 Shades Creek Pkwy Birmingham, AL 35209-4542 10,046 8.46% CLASS C Diana E Minnick 1813 E Winslow Rd Bloomington, IN 47401-8604 9,919 6.33% Frontier Trust Company C/F Bruce L Fisher IRA R/O 3904 Woodstone Ridge Way Louisville, KY 40241-5845 9,900 6.32% Frontier Trust Company C/F Patricia A Prall IRA Rollover 3840 Merwin 10 Mile Rd Cincinnati, OH 45245-2798 7,911 5.05% Frontier Trust Company C/F William E Matthews IRA 9855 Gleneagle Pl Powell, OH 43065-8767 9,223 5.88% NFS LLC FEBO Thomas Sweeney Susan Sweeney 1829 Elm Ave Northbrook, IL 60062-5460 9,922 6.33% Raymond James & Assoc Inc FBO June Isaacson & Steven Isaacson Glenn Isaacson TTEE Dtd 6/22/94 8945 Via Brilliante West Palm Beach, FL 33411-6529457 15,102 9.63% Ruby M Oberg TOD/DE 2623 Cleveland St NE Minneapolis, MN 55418-3132 9,011 5.75%
D-21
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS --------------------------------------------------- CLASS ADV Frontier Trust Company FBO Maurice S Mandel Rollover IRA 14 Hillside Ave Port Washington, NY 11050-2747 60,324 75.16% LPL Financial FBO Customer Accounts Attn: Mutual Fund Operations P.O. Box 509046 San Diego, CA 92150-9046 8,014 9.98% Mark W Tanner & Susan B Tanner JTWROS 81 Morning Glory Rd Warren, NJ 07059-7199 4,949 6.17% NFS LLC FEBO Paul A Thomas Elvera Thomas 38 Adams Farm Rd Shrewsbury, MA 01545-6248 4,988 6.21% CLASS R AllianceBernstein L.P. Attn: Brent Mather-Seed Acct 1 N Lexington Ave White Plains, NY 10601-1712 1,000 100.00% CLASS K Orchard Trust Co LLC TTEE FBO Wright Ginsberg Brusilow PC 401K PSP 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 73,056 98.65% CLASS 2 AllianceBernstein L.P. Attn: Brent Mather-Seed Acct 1 N Lexington Ave White Plains, NY 10601-1712 993,000 100.00% ALLIANCEBERNSTEIN BOND FUND--ALLIANCEBERNSTEIN MULTI-ASSET INFLATION STRATEGY CLASS A Ommund D Skaar, Michael W Stern Mary E Burmann TTEES Of Askar Holding Co 401K PSP Dtd 1-1-93 FBO Mary Ellen Burmann 8101 34th Ave S., Ste 300 Bloomington, MN 55425-1694 4,049 15.42% Raymond James & Assoc Inc CSDN FBO Daniel G Baker IRA 5236 Cottage View Ct Liberty Township, OH 45011-9267366 1,576 6.00%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ---------------------------------------------------- Raymond James & Assoc Inc CSDN FBO Greene Emergency Med Svcs Inc P FBO David W Carter 585 Towncrest Dr Beavercreek, OH 45434-5859850 1,563 5.95% Raymond James & Assoc Inc CSDN FBO Greene Emergency Med Svcs Inc P FBO Steven Dixon P.O. Box 158 Xenia, OH 45385-0158588 1,563 5.95% Raymond James & Assoc Inc Cust FBO Greene Emergence Med Svcs Inc P FBO Charles E. Russell P.O. Box 158 Xenia, OH 45385-0158 1,531 5.83% Raymond James & Assoc Inc CSDN FBO Linda E Bailey Md Sep 2449 Passage Key Trl Xenia, OH 45385-9204 2,588 9.85% Raymond James & Assoc Inc CSDN FBO Robert A Ackerman IRA 1044 Wedgestone Ct Dayton, OH 45458-3992 1,553 5.91% CLASS C AllianceBernstein L.P. Attn: Brent Mather-Seed Acct 1 N Lexington Ave White Plains, NY 10601-1712 1,000 9.17% MG Trust Company Cust FBO Roy Fertakos 700 17th St Ste 300 Denver, CO 80202-3531 777 7.13% NFS LLC FEBO NFS/FMTC IRA FBO Louise Bennett 521 Lewisham Ave Kettering, OH 45429-5942 842 7.72% NFS LLC FEBO NFS/FMTC Ira FBO Robert A Coffey 8329 Bunnell Hill Rd Springboro, OH 45066-9371 5,181 47.52% Raymond James & Assoc Inc FBO Joan F Ehrenbeck TTEE U/A Dtd Aug 16, 1999 Joan F Ehrenbeck 1999 Rev Tr Galloway Ridge Apt A-308 Pittsboro, NC 27312-8658189 1,106 10.15%
D-22
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ----------------------------------------------- Raymond James & Assoc Inc FBO William T Kensinger 218 Funkhouser Hall Annville, PA 17003-1447184 1,053 9.65% CLASS ADV Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 2,632 9.30% RBC Capital Markets Corp FBO James B Bergacker Individual Retirement Account P.O. Box 1328 Minocqua, WI 54548-1328 2,070 7.32% RBC Capital Markets Corp FBO Roger D Gregg Individual Retirement Account 4829 Flying Cloud Way Carlsbad, CA 92008-3787 4,078 14.42% RBC Capital Markets Corp FBO Steven R Wilson IRA Rollover 8600 E Via De Ventura Ste 201 Scottsdale, AZ 85258-3325 3,148 11.13% Sanford Bernstein & Co LLC 1 N Lexington Ave White Plains, NY 10601-1712 7,597 26.86% Sanford Bernstein & Co LLC 1 N Lexington Ave White Plains, NY 10601-1712 3,706 13.10% Sanford Bernstein & Co LLC 1 N Lexington Ave White Plains, NY 10601-1712 1,799 6.36% CLASS R AllianceBernstein L.P. Attn: Brent Mather-Seed Acct 1 N Lexington Ave White Plains, NY 10601-1712 1,000 100.00% CLASS K AllianceBernstein L.P. Attn: Brent Mather-Seed Acct 1 N Lexington Ave White Plains, NY 10601-1712 1,000 100.00% CLASS 2 AllianceBernstein L.P. Attn: Brent Mather-Seed Acct 1 N Lexington Ave White Plains, NY 10601-1712 993,000 100.00%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ---------------------------------------------- ALLIANCEBERNSTEIN BOND FUND-- ALLIANCEBERNSTEIN MUNICIPAL BOND INFLATION STRATEGY CLASS A Charles Schwab & Co. For The Exclusive Benefit Of Customers Mutual Fund Operations 101 Montgomery Street San Francisco, CA 94104-4151 418,101 19.79% First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market St Saint Louis, MO 63103-2523 128,067 6.06% NFS LLC FEBO Michael Serling Elaine Serling 5156 Deer Run Cir Orchard Lake, MI 48323-1508 187,742 8.88% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 557,579 26.39% Raymond James & Assoc Inc FBO Benetta Buell-Wilson & Barry Wilson TTEE Wilson Family Trust 6473 Del Paso Ave San Diego, CA 92120-3137732 150,341 7.11% CLASS C Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 64,830 7.90% First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market St Saint Louis, MO 63103-2523 49,097 5.98% Morgan Stanley Smith Barney Harborside Financial Center Plaza II 3rd Floor Jersey City, NJ 07311 53,251 6.49% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 163,380 19.92%
D-23
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ---------------------------------------------------- CLASS ADV Charles Schwab & Co. For The Exclusive Benefit Of Customers Mutual Fund Operations 101 Montgomery Street San Francisco, CA 94104-4151 77,668 22.94% First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market St Saint Louis, MO 63103-2523 48,447 14.31% LPL Financial FBO Customer Accounts Attn: Mutual Fund Operations P.O. Box 509046 San Diego, CA 92150-9046 99,404 29.36% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 35,120 10.37% CLASS 2 AllianceBernstein L.P. Attn: Brent Mather-Seed Acct 1 N Lexington Ave White Plains, NY 10601-1712 996,000 100.00% ALLIANCEBERNSTEIN CAP FUND--ALLIANCEBERNSTEIN SMALL CAP GROWTH PORTFOLIO CLASS A MLPF&S for the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Drive East, 2nd Flr Jacksonville, FL 32246-6484 496,231 8.23% Morgan Stanley Smith Barney Harborside Financial Center Plaza II, 3rd Flr Jersey City, NJ 07311 456,167 7.56% CLASS C Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th Street, 3rd Flr New York, NY 10001-2402 63,932 9.63% First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market Street Saint Louis, MO 63103-2523 39,921 6.01%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ----------------------------------------------------- MLPF&S for the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Drive East, 2nd Flr Jacksonville, FL 32246-6484 154,014 23.19% Morgan Stanley Smith Barney Harborside Financial Center Plaza II, 3rd Flr Jersey City, NJ 07311 38,793 5.84% CLASS ADV Citigroup Global Markets 333 West 34th Street 3rd Flr New York, NY 10001-2402 408,682 59.78% MLPF&S for the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Drive East, 2nd Flr Jacksonville, FL 32246-6484 57,980 8.48% Sanford Bernstein & Co LLC One North Lexington Avenue White Plains, NY 10601-1712 44,661 6.53% CLASS I FIIOC as Agent for Certain Employee Benefit Plans 100 Magellan Way KWIC Covington, KY 41015-1987 1,740,470 24.25% JPMorgan Chase as Trustee for the CUST FBO Coca-Cola Enterprises Inc Matched Employee Savings and Investment Plan 9300 Ward Parkway Kansas City, MO 64114-3317 887,497 12.37% MLPF&S for the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Drive East, 2nd Flr Jacksonville, FL 32246-6484 868,942 12.11% PIMS/Prudential Retirement as Nominee for the TTEE/CUST Greenville Hospital System RETI 701 Grove Road Greenville, SC 29605-5611 541,775 7.55% Vanguard Fiduciary Trust Co. P.O. Box 2600 Valley Forge, PA 19482-2600 2,207,688 30.76% CLASS K Capital Bank & Trust Company TTEE F Collins Electrical Co Inc 401K PSP 8515 E Orchard Road 2T2 Greenwood Village, CO 80111-5002 16,078 6.02%
D-24
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------- Medical Consultants PC 401(k) Plan Attn: Gary Wangler Personal and Confidential 2525 West University Avenue, Suite 300 Muncie, IN 47303-3400 15,784 5.91% Orchard Trust Co LLC TTEE FBO Fragomen Del Rey Bernsen & Loewy LLP 8515 East Orchard Road 2T2 Greenwood Village, CO 80111-5002 57,265 21.43% CLASS R American United Life Cust FBO American United Trust One American Square P.O. Box 1995 Indianapolis, IN 46206-9102 22,722 8.40% Counsel Trust DBA MATC FBO Independent Pipe & Supply Corp 401 K Plan 1251 Waterfront Pl Suite 525 Pittsburgh, PA 15222-4228 26,361 9.74% New York Life Trust Co FBO Regency Energy Partners 401K Plan 51 Madison Avenue, Room 117A New York, NY 10010-1603 51,262 18.95% Select Sales Inc TTEE FBO Select Sales Inc & Assoc COS EES PS C/O Fascore LLC 8515 E Orchard Road 2T2 Greenwood Village, CO 80111-5002 13,926 5.15% State Street Corporation TTEE C/F APD Access 1 Lincoln Street Boston, MA 02111-2901 38,062 14.07% ALLIANCEBERNSTEIN CAP FUND--ALLIANCEBERNSTEIN U.S. STRATEGIC RESEARCH PORTFOLIO CLASS A Charles Schwab & Co. For the Exclusive Benefit of Customers Mutual Fund Operations 101 Montgomery Street San Francisco, CA 94104-4151 8,213 13.03% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 51,505 81.74% CLASS C AllianceBernstein L.P. Attn: Brent Mather-Seed Acct 1 North Lexington Avenue White Plains, NY 10601-1712 1,000 13.81%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------ LPL Financial 9785 Towne Centre Drive San Diego, CA 92121-1968 512 7.08% Morgan Stanley Smith Barney Harborside Financial Center Plaza II, 3rd Floor Jersey City, NJ 07311 5,728 79.11% CLASS ADV AllianceBernstein L.P. Attn: Brent Mather-Seed Acct 1 North Lexington Avenue White Plains, NY 10601-1712 95,000 98.37% ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND CLASS A First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 338,100 5.20% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr., East 2nd Flr Jacksonville, FL 32246-6484 383,214 5.89% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 642,068 9.87% CLASS B First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 97,939 5.24% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 243,272 13.02% CLASS C First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 97,852 5.18% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr., East 2nd Flr Jacksonville, FL 32246-6484 261,706 13.86% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 474,172 25.11%
D-25
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ---------------------------------------------------- CLASS R American United Life Cust FBO American United Trust One American Square P.O. Box 1995 Indianapolis, IN 46206-9102 4,433 22.82% MLPF&S For The Sole Benefit Of Its Customers Attn: Fund Admin 4800 Deer Lake Dr., East 2nd Flr Jacksonville, FL 32246-6484 6,721 34.60% GPC As Agent For Reliance Trust Company FBO Cedar Mill Community Library 403B P.O. Box 79377 Atlanta, GA 30357-7377 1,101 5.67% Reliance Trust Co Cust FBO Our Community Hospital 401K P.O. Box 48529 Atlanta, GA 30362-1529 3,112 16.02% CLASS K Frontier Trust Co FBO First National Bank & Trust Co Of V P.O. Box 10758 Fargo, ND 58106-0758 3,489 9.71% Nationwide Trust Company FSB c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 3,968 11.04% Orchard Trust Co LLC TTEE FBO Wright Ginsberg Brusilow PC 40IK PSP 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 2,145 5.97% Orchard Trust Company LLC TTEE Cust Mansfield Tanick & Cohen PA 40IK Profit Sharing Plan 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 9,051 25.19% Orchard Trust Company LLC TTEE Cust Weiss Berzowski Brady LLP 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 16,671 46.39% CLASS I AllianceBernstein L.P. Attn: Brent Mather-Seed Acct 1 N Lexington Ave White Plains, NY 10601-1712 655 99.45%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS -------------------------------------------------- ALLIANCEBERNSTEIN CORPORATE SHARES--CORPORATE INCOME SHARES Citigroup Global Markets Inc 333 West 34th Street - 3rd Floor New York, NY 10001-2402 1,586,668 50.26% ALLIANCEBERNSTEIN DIVERSIFIED YIELD FUND CLASS A Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 300,192 5.84% First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 301,068 5.86% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr., East 2nd Flr Jacksonville, FL 32246-6484 282,701 5.50% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 1,152,305 22.43% CLASS B First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 56,980 10.81% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr., East 2nd Flr Jacksonville, FL 32246-6484 54,826 10.41% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 77,186 14.65% CLASS C First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 148,740 9.39% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr., East 2nd Flr Jacksonville, FL 32246-6484 189,868 11.99%
D-26
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------- Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 494,054 31.19% CLASS ADV First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 97,279 9.01% NFS LLC FEBO Bank of America NA Jordan Hosp Ret Plan PO Box 831575 Dallas, TX 75283-1575 54,682 5.06% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 345,717 32.00% RAM Trust Services 45 Exchange St Portland, ME 04101-5033 338,395 31.33% CLASS R ING Enhanced K-Choice Trustee Reliance Trust Company 400 Atrium Drive Somerset, NJ 08873-4162 17,021 29.92% MG Trust Company Trustee Sanger & EBY Design PS & 401K Pl 700 17th St Ste 300 Denver, CO 80202-3531 18,051 31.73% State Street Bank & Trust FBO ADP/MSDW Alliance Attn: Ralph Campbell 105 Rosemont Rd Westwood, MA 02090-2318 14,021 24.65% CLASS K AllianceBernstein LP Attn: Brent Mather--Seed Acct 1 N Lexington Ave White Plains, NY 10601-1712 1,130 33.92% Frontier Trust Co C/F Chelus Herdzik Speyer & Monte PC P.O. Box 10758 Fargo, ND 58106-0758 2,182 65.49% CLASS I AllianceBernstein LP Attn: Brent Mather--Seed Acct 1 N Lexington Ave White Plains, NY 10601-1712 1,130 99.99%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS --------------------------------------------------- ALLIANCEBERNSTEIN EQUITY INCOME FUND CLASS A First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market St Saint Louis, MO 63103-2523 323,276 5.95% MLPF&S For The Sole Benefit Of Its Customers Attn: Fund Admin 4800 Deer Lake Dr., East 2nd Flr Jacksonville, FL 32246-6484 493,818 9.10% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 510,180 9.40% CLASS B Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 41,287 5.03% First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market St Saint Louis, MO 63103-2523 66,843 8.15% MLPF&S For The Sole Benefit Of Its Customers Attn: Fund Admin 4800 Deer Lake Dr., East 2nd Flr Jacksonville, FL 32246-6484 114,030 13.90% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 110,303 13.44% CLASS C Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 146,728 10.00% First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market St Saint Louis, MO 63103-2523 123,503 8.41% MLPF&S For The Sole Benefit Of Its Customers Attn: Fund Admin 4800 Deer Lake Dr., East 2nd Flr Jacksonville, FL 32246-6484 297,673 20.28%
D-27
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ---------------------------------------------------- Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 120,747 8.23% CLASS ADV Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 24,916 8.07% First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market St Saint Louis, MO 63103-2523 25,484 8.25% Merrill Lynch Pierce Fenner & Sm For The Sole Benefit Of Its Customers Attn: Fund Admin 4800 Deer Lake Dr., East 2nd Flr Jacksonville, FL 32246-6484 63,361 20.52% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 31,501 10.20% CLASS R Capital Bank & Trust Company TTEE F Ashok & Yogini Kathari PSP 401K 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 28,408 21.63% GPC As Agent For Reliance Trust Company FBO Ram Mechanical Serv Inc PSP & Trust P.O. Box 79377 Atlanta, GA 30357-7377 11,903 9.06% State Street Corporation TTEE C/F ADP Access 1 Lincoln St Boston, MA 02111-2901 20,058 15.27% CLASS K Nationwide Trust Company PSB C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 37,192 60.02% Orchard Trust Co LLC TTEE Aaronson Dickerson Cohn & Lanzonie APC 401K PSP 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 3,299 5.32% Orchard Trust Company LLC TTEE CUST TIB Insurance Brokers Inc 401K 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 12,724 20.53%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------ CLASS I Nationwide Trust Company PSB C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 2,183 6.54% PIMS/Prudential Retirement As Nominee For The TTEE/CUST Citrus Valley Health Partners 140 West College Street P.O. Box 6108 Covina, CA 91722-5108 20,874 62.55% PIMS/Prudential Retirement As Nominee For The TTEE/CUST Citrus Valley Health Partners 140 West College Street P.O. Box 6108 Covina, CA 91722-5108 10,141 30.39% ALLIANCEBERNSTEIN EXCHANGE RESERVES CLASS B Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 2,549,985 6.63% First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market St Saint Louis, MO 63103-2523 2,582,447 6.71% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 2,867,285 7.45% CLASS C Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 2,105,059 7.24% First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market St Saint Louis, MO 63103-2523 1,929,458 6.64% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 1,520,779 5.23% CLASS ADV Collegebound Fund Aggressive Growth Emphasis Age Based Portfolio 1990-1992 1345 Avenue Of The Americas New York, NY 10105-0302 11,163,998 7.45%
D-28
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ----------------------------------------------------- Collegebound Fund Aggressive Growth Emphasis Age Based Portfolio 1993- 1995 1345 Avenue Of The Americas New York, NY 10105-0302 15,220,352 10.16% Collegebound Fund Aggressive Growth Emphasis Age Based Portfolio 1996- 1998 1345 Avenue Of The Americas New York, NY 10105-0302 7,952,361 5.31% Collegebound Fund Growth Emphasis Age Based Portfolio 1990- 1992 1345 Avenue Of The Americas New York, NY 10105-0302 26,570,982 17.74% Collegebound Fund Growth Emphasis Age Based Portfolio 1993- 1995 1345 Avenue Of The Americas New York, NY 10105-0302 32,938,393 21.99% Collegebound Fund Growth Emphasis Age Based Portfolio 1996-1998 1345 Avenue Of The Americas New York, NY 10105-0302 21,334,388 14.25% Collegebound Fund Age Based Portfolio (1999-2001) AB Pooling: Exchange Reserves-ADV 8000 IH10 West San Antonio, TX 78230-3802 12,473,897,710 8.33% CLASS R Counsel Trust DBA Mid Atlantic Trust Co FBO S P Skinner Co Inc 401K PSP & Trust 1251 Waterfront Pl Ste 525 Pittsburgh, PA 15222-4228 1,191,590 19.17% Peter T Mckean FBO Townsend Management Inc 401k PSP & Trust P.O. Box 24442 San Francisco, CA 94124-0442 413,295 6.65%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ---------------------------------------------------- CLASS K Orchard Trust Co LLC TTEE CUST FBO Kason Industries Inc 8515 E Orchard Rd # 2T2 Greenwood Village, Co 80111-5002 3,688,667 8.62% Wilmington Trust Co TTEE FBO Spherion Corp Deferred Compensation Plan C/O Mutual Funds P.O. Box 8971 Wilmington, DE 19899-8971 2,631,454 6.15% CLASS I Orchard Trust Company LLC TTEE Cust Muskegon Surgical Associates PC 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 851,109 31.23% Orchard Trust Company LLC TTEE Cust Worldwide Dreams Deferred Comp Pl 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111 338,841 12.43% Orchard Trust Company LLC TTEE Cust Group Pension Plan For Employees 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 175,133 6.43% Orchard Trust Company LLC TTEE Cust Webcor Builders 401K PSP P.O. Box 85484 San Diego, CA 92186-5484 1,360,497 49.92% ALLIANCEBERNSTEIN FIXED-INCOME SHARES Sanford C Bernstein Fund Inc Overlay A Portfolio STIF-GOVT 1345 Avenue Of Americas New York, NY 10105 297,245,759 11.28% Sanford C Bernstein Fund Inc Overlay B Portfolio STIF-GOVT 1345 Avenue Of Americas New York, NY 10105 156,493,498 5.94% Sanford C Bernstein Fund Inc Tax Aware Overlay A Portfolio STIF-GOVT 1345 Avenue Of Americas New York, NY 10105 566,278,879 21.48%
D-29
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ---------------------------------------------------- Sanford C Bernstein Fund Inc Tax Aware Overlay B Portfolio STIF-GOVT 1345 Avenue Of Americas New York, NY 10105 217,181,990 8.24% ALLIANCEBERNSTEIN GLOBAL BOND FUND CLASS A First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market St Saint Louis, MO 63103-2523 11,417,906 5.63% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 20,934,465 10.33% Morgan Stanley Smith Barney Harborside Financial Center Plaza II 3rd Floor Jersey City, NJ 07311 11,867,135 5.86% MLPF&S For The Sole Benefit Of Its Customers Attn: Fund Admin 4800 Deer Lake Dr., East 2nd Flr Jacksonville, FL 32246-6484 11,569,025 5.71% CLASS B First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market St Saint Louis, MO 63103-2523 1,055,067 10.66% Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 546,286 5.52% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 1,040,819 10.51% MLPF&S For The Sole Benefit Of Its Customers Attn: Fund Admin 4800 Deer Lake Dr., East 2nd Flr Jacksonville, FL 32246-6484 1,545,763 15.61% CLASS C First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market St Saint Louis, MO 63103-2523 7,186,635 9.13%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ----------------------------------------------------- MLPF&S For The Sole Benefit Of Its Customers Attn: Fund Admin 4800 Deer Lake Dr., East 2nd Flr Jacksonville, FL 32246-6484 20,622,750 26.21% Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 5,743,056 7.30% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 6,168,717 7.84% Morgan Stanley Smith Barney Harborside Financial Center Plaza II 3rd Floor Jersey City, NJ 07311 5,890,855 7.49% CLASS ADV First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market St Saint Louis, MO 63103-2523 9,986,093 20.79% Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 7,544,088 15.71% Merrill Lynch Attn: Fund Admin 4800 Deer Lake Dr., East 2nd Flr Jacksonville, FL 32246-6484 20,082,851 41.81% CLASS R State Street Corporation TTEE C/F ADP Access 1 Lincoln St Boston, MA 02111-2901 806,995 64.53% CLASS K Orchard Trust Co LLC TTEE FBO Miami Diver Inc 401(K) PSP 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 27,889 22.09% Wilmington Trust Company C/F Torrance Health Association 403B P C/O Mutual Funds P.O. Box 8880 Wilmington, DE 19899-8880 10,907 8.64% Providence Ear Nose & Throat Assoc Inc 401K PS Plan Steven W. Fisher TTEE 2112 Providence Ave Chester, PA 19013-5507 6,416 5.08%
D-30
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------- Orchard Trust Co LLC TTEE FBO The Office Furniture Warehouse 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 18,127 14.36% Orchard Trust Co LLC TTEE FBO Stoner, Albright & Company Retirement Plan 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 40,407 32.01% CLASS I Converse College 580 E Main St Spartanburg, SC 29302-0006 451,585 55.14% Comerica Bank Trustee Clark Hill PLC Pension Plan P.O. Box 75000 Detroit, MI 48275 178,065 21.74% ALLIANCEBERNSTEIN GLOBAL GROWTH FUND CLASS A Charles Schwab & Co. For The Exclusive Benefit Of Customers Mutual Fund Operations 101 Montgomery Street San Francisco, CA 94104-4151 24,849 6.68% First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market St Saint Louis, MO 63103-2523 34,434 9.25% MLPF&S For The Sole Benefit Of Its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 29,763 8.00% Morgan Stanley Smith Barney Harborside Financial Center Plaza II 3rd Floor Jersey City, NJ 07311 29,658 7.97% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 24,084 6.47% CLASS B MLPF&S For The Sole Benefit Of Its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 24,624 26.54% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 7,811 8.42%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------- CLASS C MLPF&S For The Sole Benefit Of Its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 43,338 29.90% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 21,845 15.07% CLASS ADV PIMS/Prudential Retirement As Nominee For The TTEE/Cust Pl 007 AllianceBernstein L.P. 1345 Avenue Of The Americas 11th Floor New York, NY 10105-0302 967,931 23.48% Vanguard FID Trust Co FBO Kaiser Perm Supp Re Pl P.O. Box 2600 Valley Forge, PA 19482-2600 426,243 10.34% Vanguard FID Trust Co FBO Kaiser Perm Tax Shel Ann Pl P.O. Box 2600 Valley Forge, PA 19482-2600 937,801 22.75% Vanguard Fiduciary Trust Co FBO Kaiser Permanente 401 K Ret Pl P.O. Box 2600 Valley Forge, PA 19482-2600 1,380,653 33.49% CLASS R AllianceBernstein L.P. Attn: Brent Mather-Seed Acct 1 N Lexington Ave White Plains, NY 10601-1712 393 14.24% Chris Weddle FBO Weddle Industries 401K PSP & Trust 7200 Hollister Ave Ste C Goleta, CA 93117-2884 1,241 44.95% Dunbar & Brawn Construction FBO Alan Brawn 401 K Suite 600 805 South Wheatley Ridgeland, MS 39157 1,078 39.06% CLASS K Orchard Trust Co LLC TTEE FBO New England Dermatology PC 401(K) Plan And Trust 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 17,988 37.49%
D-31
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------ Sanford Bernstein & Co LLC 1 N Lexington Ave White Plains, NY 10601-1712 27,457 57.23% CLASS I AllianceBernstein L.P. Attn: Brent Mather-Seed Acct 1 N Lexington Ave White Plains, NY 10601-1712 689 99.98% ALLIANCEBERNSTEIN GLOBAL REAL ESTATE INVESTMENT FUND CLASS A First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 408,536 5.90% MLPF&S for the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 697,297 10.07% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 383,015 5.53% CLASS B First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 36,350 5.48% MLPF&S for the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 36,653 5.52% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 54,928 8.28% CLASS C First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 114,772 6.09% MLPF&S for the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 444,213 23.56%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------ Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 303,498 16.10% CLASS ADV First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 246,136 40.01% MLPF&S for the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 35,491 5.77% Morgan Stanley Smith Barney Harborside Financial Center Plaza II 3rd Floor Jersey City, NJ 07311 50,336 8.18% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 53,244 8.65% CLASS R State Street Corporation TTEE C/F ADP Access 1 Lincoln St Boston, MA 02111-2901 37,998 7.44% CLASS K Orchard Trust Company LLC TTEE Cust AEA Investors LLC 401K Sav Pl 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111 37,029 5.41% CLASS I Group Pension Plan for Employees 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 17,208 7.88% FIIOC as Agent for Certain Employee Benefit Plans 100 Magellan Way KWIC Covington, KY 41015-1987 47,826 21.90% Orchard Trust Company LLC TTEE Cust George Little Mgmt LLC 401K PSP P.O. Box 85484 San Diego, CA 92186-5484 21,208 9.71% Orchard Trust Company LLC TTEE Cust Webcor Builders 401K PSP P.O. Box 85484 San Diego, CA 92186-5484 111,921 51.24%
D-32
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------- ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND CLASS A Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 759,997 5.73% First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market St Saint Louis, MO 63103-2523 1,009,516 7.62% MLPF&S For The Sole Benefit Of Its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 1,044,292 7.88% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 695,334 5.25% State Street Corporation TTEE C/F ADP Access 1 Lincoln St Boston, MA 02111-2901 869,063 6.56% CLASS B First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market St Saint Louis, MO 63103-2523 66,638 5.05% MLPF&S For The Sole Benefit Of Its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 98,340 7.45% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 77,380 5.86% CLASS C Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 270,644 12.38% First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market St Saint Louis, MO 63103-2523 225,765 10.33%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------ MLPF&S For The Sole Benefit Of Its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 380,166 17.39% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 134,340 6.14% CLASS ADV Citigroup Global Markets 333 West 34th St-3rd Floor New York, NY 10001-2402 83,938 8.81% Collegebound Fund CBF-Global Thematic Growth Customized Allocation 1345 Avenue Of The Americas New York, NY 10105-0302 215,715 22.64% First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market St Saint Louis, MO 63103-2523 110,982 11.65% LPL Financial FBO Customer Accounts Attn: Mutual Fund Operations P.O. Box 509046 San Diego, CA 92150-9046 48,791 5.12% Merrill Lynch Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 154,134 16.18% PIMS Prudential Retirement As Nominee For The TTEE/CUST AllianceBernstein LP. 1345 Avenue Of The Americas 11th Floor New York, NY 10105-0302 145,172 15.24% CLASS R GPC Securities Inc Agent For Reliance Trust Company FBO Shoe Show, Inc. Ret. Savings Plan P.O. Box 79377 Atlanta, GA 30357-7377 17,720 19.07% GPC Securities Inc Agent For Reliance Trust Company FBO Signet Electronics Systems Inc 40IK P.O. Box 79377 Atlanta, GA 30357-7377 6,171 6.64% ING Enhanced K-Choice Trustee: Reliance Trust Company 400 Atrium Drive Somerset, NJ 08873-4162 11,878 12.79%
D-33
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------ Merrill Lynch Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 5,853 6.30% CLASS K Medical Consultants PC 401K Plan Attn: Gary Wangler Personal And Confidential 2525 W University Ave Ste 300 Muncie, IN 47303-3400 6,110 8.39% Orchard Trust Company LLC TTEE Cust Varitronics Inc Employees Ps 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 3,697 5.08% Orchard Trust Co LLC TTEE FBO Fragomen Del Ray Bernsen & Loewy LLP 8515 E Orchard Rd # 2T2 Greenwood Village, CO 80111-5002 17,163 23.57% Orchard Trust Co LLC TTEE FBO Perelson Weiner 401(K) Plan & Trust 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 4,059 5.57% Stanley Creations Inc PSP 1414 Willow Ave Melrose Park, PA 19027-3197 9,728 13.36% CLASS I MLPF&S For The Sole Benefit Of Its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 22,398 28.69% PIMS/Prudential Retirement As Nominee For The TTEE/Cust Pl Robert Wood Johnson Hospital 181 Somerset St Ste 1 New Brunswick, NJ 08901-2061 36,277 46.46% Wachovia Bank FBO TCS America 401 K Plan 1525 West Wt Harris Blvd Charlotte, NC 28262-8522 17,142 21.96% ALLIANCEBERNSTEIN GREATER CHINA '97 FUND CLASS A MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6485 236,135 9.47% First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 210,289 8.43%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------ Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 246,414 9.88% Morgan Stanley Smith Barney Harborside Financial Center Plaza II 3rd Floor Jersey City, NJ 07311 128,482 5.15% CLASS B First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 132,069 16.83% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 45,029 5.74% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 77,546 9.88% CLASS C First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 88,772 8.33% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 200,507 18.81% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 63,115 5.92% Morgan Stanley Smith Barney Harborside Financial Center Plaza II 3rd Floor Jersey City, NJ 07311 87,565 8.21% CLASS ADV LPL Financial FBO Customer Accounts Attn: Mutual Fund Operations P.O. Box 509046 San Diego, CA 92150-9046 19,732 6.65% First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 24,422 8.23%
D-34
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS -------------------------------------------------------- Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St FL 3 New York, NY 10001-2402 21,509 7.25% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 20,514 6.91% Merrill Lynch Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 36,573 12.33% MG Trust Company FBO Greenbrook IMA 700 17th St Ste 300 Denver, CO 80202-3531 30,010 10.11% ALLIANCEBERNSTEIN GROWTH AND INCOME FUND CLASS A First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 28,000,306 7.20% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 26,286,346 6.76% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 21,035,587 5.41% State Street Corporation TTEE C/F ADP Access 1 Lincoln St Boston, MA 02111-2901 23,126,982 5.95% CLASS B First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 2,450,975 7.23% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 2,140,029 6.31% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 3,073,991 9.06%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS -------------------------------------------------- CLASS C Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St 3rd Floor New York, NY 10001-2402 6,555,280 10.34% First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 6,321,783 9.97% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 16,214,114 25.57% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 4,145,270 6.54% CLASS ADV Citigroup Global Markets 333 West 34th St 3rd Floor New York, NY 10001-2402 5,048,982 18.71% Collegebound Fund CBF-Growth & Income Customized Portfolio 529 Plan 1345 Avenue of the Americas New York, NY 10105-0302 13,635,341 50.52% First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 1,916,693 7.10% Merrill Lynch Mutual Fund Operations 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 2,464,082 9.13% CLASS I Suntrust Bank Heritage Medical Assoc PC 401K PSP 8515 E Orchard Rd #2T2 Englewood, CO 80111-5002 465,625 100.00% CLASS K Gastrointestinal Spec Inc 401K PSP 10 Presidential Blvd Ste 124 Bala Cynwyd, PA 19004-1107 84,064 5.87% Nationwide Trust Company FSB C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 112,769 7.87%
D-35
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ---------------------------------------------------- Orchard Trust Company LLC TTEE Cust Advertising Council Inc 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 80,441 5.62% Orchard Trust Company LLC TTEE Cust Bowie Gridley Architects PLL 401K 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 87,054 6.08% Orchard Trust Company LLC TTEE Cust Karnak Corporation Savings & Investment Plan 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 105,270 7.35% Orchard Trust Company LLC TTEE Cust Minnesota Surgical Associates PA 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 134,713 9.40% Orchard Trust Company LLC TTEE Cust TIB Insurance Brokers Inc 401K 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 377,639 26.36% Orchard Trust Company LLC TTEE Cust Valensi Rose & Magaram 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 97,062 6.78% CLASS R GPC Securities Inc Agent for Reliance Trust Company FBO Delstar 401(K) Plan P.O. Box 79377 Atlanta, GA 30357-7377 128,230 14.01% Hartford Life Insurance Company Separate Account 401 Attn: UIT Operations P.O. Box 2999 Hartford, CT 06104-2999 195,733 21.39% Merrill Lynch Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 161,073 17.60% MG Trust Co Cust FBO Engines Inc 401K PS 700 17th St., Ste 300 Denver, CO 80202-3531 48,951 5.35% MG Trust Co Cust FBO Redmon Peyton & Braswell LLP 700 17th St., Ste 300 Denver, CO 80202-3531 62,664 6.85% MG Trust Co Cust FBO Southern Marketing Affiliates 700 17th St., Ste 300 Denver, CO 80202-3531 80,122 8.76%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS -------------------------------------------------------- ALLIANCEBERNSTEIN HIGH INCOME FUND CLASS A Citigroup Global Markets House Account Attn: Cindy Tempesta 333 West 34th Street, Floor 3 New York, NY 10001-2402 6,845,560 5.69% First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 9,019,745 7.50% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Drive East, 2nd Flr Jacksonville, FL 32246-6484 9,429,798 7.84% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 11,518,503 9.58% CLASS B Citigroup Global Markets House Account Attn: Cindy Tempesta 333 West 34th Street, Floor 3 New York, NY 10001-2402 269,043 5.71% First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market Street Saint Louis, MO 63103-2523 625,698 13.29% MLPF&S for the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Drive East, 2nd Flr Jacksonville, FL 32246-6484 468,843 9.96% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 454,203 9.65% CLASS C Citigroup Global Markets House Account Attn: Cindy Tempesta 333 West 34th Street, Floor 3 New York, NY 10001-2402 7,044,456 15.47% First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 5,034,613 11.05%
D-36
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS -------------------------------------------------------- MLPF&S for the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Drive East, 2nd Flr Jacksonville, FL 32246-6484 10,429,690 22.90% Morgan Stanley Smith Barney Harborside Financial Center Plaza II, 3rd Floor Jersey City, NJ 07311 2,389,692 5.25% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 2,987,470 6.56% CLASS ADV Citigroup Global Markets House Account Attn: Cindy Tempesta 333 West 34th Street, Floor 3 New York, NY 10001-2402 5,075,981 17.48% First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market Street Saint Louis, MO 63103-2523 7,410,390 25.52% LPL Financial FBO Customer Accounts Attn: Mutual Fund Operations P.O. Box 509046 San Diego, CA 92150-9046 1,595,973 5.50% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Drive East, 2nd Flr Jacksonville, FL 32246-6484 7,202,836 24.80% PIMS/Prudential Retirement as Nominee for the TTEE/CUST AllianceBernstein L.P. 1345 Avenue of the Americas 11th Floor New York, NY 10105-0302 1,530,246 5.27% CLASS I MAC & Co Attn: Mutual Fund Ops P.O. Box 3198 Pittsburgh, PA 15230-3198 1,122,510 94.49% CLASS K Frontier Trust Co FBO Alexander Nicholson Inc Profit SH P.O. Box 10758 Fargo, ND 58106-0758 9,887 5.78%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------- Joseph R. Burlin 401(k) Profit Sharing Plan 1805 North Carolina Street, Suite 405 Stockton, CA 95204 21,743 12.72% Orchard Trust Company LLC TTEE Cust Chastang Enterprises Inc. 401K Plan 8515 East Orchard Road 2T2 Greenwood Village, CO 80111-5002 11,172 6.54% Orchard Trust Company LLC TTEE Cust Informa Fin Infor Inc Def Comp Pl 8515 East Orchard Road 2T2 Greenwood Village, CO 80111-5002 34,949 20.44% Orchard Trust Company LLC TTEE Cust TIB Insurance Brokers Inc. 401K 8515 East Orchard Road 2T2 Greenwood Village, CO 80111-5002 34,652 20.27% Orchard Trust Company LLC TTEE Cust Valensi Rose & Magaram 8515 East Orchard Road 2T2 Greenwood Village, CO 80111-5002 30,432 17.80% CLASS R Capital Bank & Trust Company Cust FBO Advanced Analogic Technologies Inc. 401K Plan C/O PlanPremier/FASCore, LLC 8515 East Orchard Road 2T2 Greenwood Village, CO 80111-5002 60,100 5.12% ING Enhanced K-Choice Trustee: Reliance Trust Company 400 Atrium Drive Somerset, NJ 08873-4162 178,240 15.19% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Drive East, 2nd Floor Jacksonville, FL 32246-6484 275,046 23.44% NFS LLC FEBO Reliance Trustco Trustee Custodian TR FBO Various Ret Plans 1150 S Olive Street Los Angeles, CA 90015-2211 64,944 5.53% ALLIANCEBERNSTEIN INTERNATIONAL GROWTH FUND CLASS A MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Drive East, 2nd Floor Jacksonville, FL 32246-6484 6,101,052 8.26%
D-37
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS -------------------------------------------------------- Morgan Stanley Smith Barney Harborside Financial Center Plaza II, 3rd Floor Jersey City, NJ 07311 5,458,999 7.39% CLASS B Citigroup Global Markets House Account Attn: Cindy Tempesta 333 West 34th Street, Floor 3 New York, NY 10001-2402 469,587 12.38% First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market Street Saint Louis, MO 63103-2523 417,496 11.00% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Drive East, 2nd Floor Jacksonville, FL 32246-6484 600,853 15.84% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 301,772 7.95% CLASS C Citigroup Global Markets House Account Attn: Cindy Tempesta 333 West 34th Street, Floor 3 New York, NY 10001-2402 2,684,391 16.62% First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market Street Saint Louis, MO 63103-2523 1,188,381 7.36% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Drive East, 2nd Floor Jacksonville, FL 32246-6484 4,221,003 26.13% Morgan Stanley Smith Barney Harborside Financial Center Plaza II, 3rd Floor Jersey City, NJ 07311 899,637 5.57% CLASS ADV Charles Schwab & Co. For the Exclusive Benefit of Customers Mutual Fund Operations 101 Montgomery Street San Francisco, CA 94104-4151 7,320,256 30.71%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------ Citigroup Global Markets House Account Attn: Cindy Tempesta 333 West 34th Street, Floor 3 New York, NY 10001-2402 1,624,966 6.82% First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market Street Saint Louis, MO 63103-2523 3,871,215 16.24% MassMutual Financial Group Cust FBO Massachusetts Mutual Insurance Company 1295 State Street #C105 Springfield, MA 01111-0001 1,711,082 7.18% Merrill Lynch Mutual Fund Admin 4800 Deer Lake Drive East, 2nd Floor Jacksonville, FL 32246-6484 2,641,786 11.08% CLASS I APS Foundation, Inc. 400 N 5th Street Phoenix, AZ 85004-3902 164,623 6.68% DCGT Trustee & OR Custodian FBO Principal Financial Group Qualified Prin Advtg Omnibus Attn: NPIO Trade Desk 711 High Street Des Moines, IA 50392-0001 352,674 14.32% Sanford Bernstein & Co., LLC One North Lexington Avenue White Plains, NY 10601-1712 357,538 14.52% Sanford Bernstein & Co., LLC One North Lexington Avenue White Plains, NY 10601-1712 621,380 25.23% Wells Fargo Bank NA Custodian FBO Penn State Milton S Hershey Med Cn C/O Fascore, LLC 8515 East Orchard Road 2T2 Greenwood Village, CO 80111-5002 414,804 16.84% Wells Fargo Bank, NA FBO Good Sam Hosp PP P.O. Box 1533 Minneapolis, MN 55480-1533 195,154 7.92% CLASS K AIG Retirement Services Company FBO Morristown-Hamblen Hospital 401K Plan 2929 Allen Parkway A6-20 Houston, TX 77019-2155 78,323 8.05%
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NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------- MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Drive East, 2nd Floor Jacksonville, FL 32246-6484 78,154 8.03% Nationwide Trust Company FSB C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 321,313 33.02% NFS LLC FEBO State Street Bank Trust Co. TTEE Various Retirement Plans 4 Manhattanville Road Purchase, NY 10577-2139 66,490 6.83% Orchard Trust Co LLC Trust/Cust FBO Retirement Plans 8515 East Orchard Road 2T2 Greenwood Village, CO 80111-5002 63,954 6.57% Wilmington Trust Co. Custodian FBO Littleton Regional Hosp Tax Shelter C/O Mutual Funds P.O. Box 8880 Wilmington, DE 19899-8880 58,330 5.99% CLASS R Hartford Life Insurance Company Separate Account 401 Attn: UIT Operations P.O. Box 2999 Hartford, CT 06104-2999 695,099 20.32% Merrill Lynch Attn: Fund Admin 4800 Deer Lake Drive East, 2nd Floor Jacksonville, FL 32246-6484 428,962 12.54% ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND CLASS A First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market Street Saint Louis, MO 63103-2523 3,834,528 7.64% Merrill Lynch Life Insurance Company ML - IRA Annuity 4333 Edgewood Road NE Cedar Rapids, IA 52499-0001 4,902,694 9.76% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Drive East, 2nd Floor Jacksonville, FL 32246-6484 5,578,025 11.11%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------- Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 2,953,850 5.88% CLASS B MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Drive East, 2nd Floor Jacksonville, FL 32246-6484 598,211 10.89% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 308,526 5.62% CLASS C Citigroup Global Markets House Account Attn: Cindy Tempesta 333 West 34th Street, 3rd Floor New York, NY 10001-2402 869,107 8.00% First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market Street Saint Louis, MO 63103-2523 1,251,469 11.52% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Drive East, 2nd Floor Jacksonville, FL 32246-6484 3,022,767 27.83% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 599,588 5.52% CLASS ADV Citigroup Global Markets 333 West 34th Street, 3rd Floor New York, NY 10001-2402 953,756 6.80% CollegeBound Fund CBF - Premier Growth Customized Allocation 529 Plan 1345 Avenue of the Americas New York, NY 10105-0302 1,823,260 13.00% CLASS I NFS LLC FEBO State Street Bank Trust Co TTEE Various Retirement Plans 4 Manhattanville Road Purchase, NY 10577-2139 588,625 39.02% Orchard Trust Company LLC TTEE Cust George Little Mgmt LLC 401(k) PSP 8515 East Orchard Road 2T2 Greenwood Village, CO 80111-5002 123,861 8.21%
D-39
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------ Orchard Trust Company LLC TTEE Cust J. D'Addario & Company 8515 East Orchard Road 2T2 Greenwood Village, CO 80111-5002 85,201 5.65% PIMS/Prudential Retirement as Nominee for the TTEE/CUST AllianceBernstein L.P. 1345 Avenue of the Americas 11th Floor New York, NY 10105-0302 386,382 25.61% Wilmington Trust RISC TTEE FBO MAXXAM Inc Pension Plan P.O. Box 52129 Phoenix, AZ 85072-2129 86,193 5.71% CLASS K Kauff Mc Clain & Mc Guire 401K 950 3rd Ave Fl 15 New York, NY 10022-2729 171,637 8.74% CLASS R Emjayco FBO Keppler Associates, Inc. 401K 8515 East Orchard Road #2T2 Greenwood Village, CO 80111-5002 13,448 7.70% Jimmy R. Adkins FBO Jackson Howell & Associates 401K PSP & Trust 7240 Goodlett Farms Parkway Suite 101 Cordova, TN 38106-4925 11,109 6.36% Merrill Lynch Attn: Fund Admin 4800 Deer Lake Drive East, 2nd Floor Jacksonville, FL 32246-6484 31,456 18.01% Penfirn Co. P.O. Box 3327 Omaha, NE 68103-0327 14,325 8.20% ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND-- CALIFORNIA PORTFOLIO CLASS A Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York NY, 10001-2402 4,782,757 8.57% First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market St Saint Louis, MO 63103-2523 5,835,555 10.46%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------ MLPF&S For The Sole Benefit Of Its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 4,372,629 7.84% Morgan Stanley Smith Barney Harborside Financial Center Plaza II 3rd Floor Jersey City, NJ 07311 4,100,777 7.35% CLASS B Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 59,396 10.66% First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market St Saint Louis, MO 63103-2523 42,635 7.65% MLPF&S For The Sole Benefit Of Its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 60,564 10.87% Morgan Stanley Smith Barney Harborside Financial Center Plaza II 3rd Floor Jersey City, NJ 07311 31,873 5.72% CLASS C Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 1,234,413 11.25% First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market St Saint Louis, MO 63103-2523 1,184,934 10.80% MLPF&S For The Sole Benefit Of Its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 2,691,227 24.53% Morgan Stanley Smith Barney Harborside Financial Center Plaza II 3rd Floor Jersey City, NJ 07311 807,544 7.36%
D-40
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------- CLASS ADV Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 224,796 20.28% First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market St Saint Louis, MO 63103-2523 396,161 35.75% Merrill Lynch Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 233,982 21.11% NFS LLC FEBO Clinton Wayne London TTEE Clinton Wayne London INT VIVO TR U/A 1/30/91 6400 Sierra Hills Ct Bakersfield, CA 93308-6507 119,601 10.79% ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND-- ALLIANCEBERNSTEIN HIGH INCOME MUNICIPAL PORTFOLIO CLASS A Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 1,847,671 15.08% First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market St Saint Louis, MO 63103-2523 979,745 8.00% MLPF&S For The Sole Benefit Of Its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 745,180 6.08% Morgan Stanley Smith Barney Harborside Financial Center Plaza II 3rd Floor Jersey City, NJ 07311 2,175,528 17.76% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 1,104,533 9.01%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------- CLASS C Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 1,050,993 23.47% First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market St Saint Louis, MO 63103-2523 548,018 12.24% MLPF&S For The Sole Benefit Of Its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 446,273 9.97% Morgan Stanley Smith Barney Harborside Financial Center Plaza II 3rd Floor Jersey City, NJ 07311 1,036,295 23.14% CLASS ADV Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 527,871 9.39% First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market St Saint Louis, MO 63103-2523 419,104 7.45% LPL Financial FBO Customer Accounts Attn: Mutual Fund Operations P.O. Box 509046 San Diego, CA 92150-9046 407,576 7.25% MLPF&S For The Sole Benefit Of Its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 2,366,378 42.08% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 830,789 14.77% Sanford Bernstein & Co LLC 1 N Lexington Ave White Plains, NY 10601-1712 462,707 8.23%
D-41
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------- ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND-- NATIONAL PORTFOLIO CLASS A First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market St Saint Louis, MO 63103-2523 6,038,187 8.68% MLPF&S For The Sole Benefit Of Its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 4,810,326 6.91% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 4,478,647 6.44% CLASS B Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 83,779 5.81% First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market St Saint Louis, MO 63103-2523 174,351 12.09% MLPF&S For The Sole Benefit Of Its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 217,901 15.12% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 133,303 9.25% CLASS C First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market St Saint Louis, MO 63103-2523 1,508,954 10.25% MLPF&S For The Sole Benefit Of Its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 4,707,963 31.99% Morgan Stanley Smith Barney Harborside Financial Center Plaza II 3rd Floor Jersey City, NJ 07311 742,283 5.04%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------- Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 1,169,472 7.95% CLASS ADV Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 543,635 8.99% First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market St Saint Louis, MO 63103-2523 832,192 13.76% Merrill Lynch Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 1,114,181 18.42% ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND--NEW YORK PORTFOLIO CLASS A First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market St Saint Louis, MO 63103-2523 2,916,675 5.79% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 9,457,615 18.76% CLASS B MLPF&S For The Sole Benefit Of Its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 162,045 5.91% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 405,396 14.78% CLASS C Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 434,940 5.25% First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market St Saint Louis, MO 63103-2523 874,006 10.55%
D-42
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------- MLPF&S For The Sole Benefit Of Its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 1,495,121 18.04% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 1,066,085 12.86% CLASS ADV Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 877,733 78.21% Merrill Lynch Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 112,021 9.98% ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND II-- ARIZONA PORTFOLIO CLASS A Edward D Jones & Co Attn: Mutual Fund Shareholder Acctg 201 Progress Pkwy Maryland Heights, MO 63043-3009 721,253 5.05% First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 796,877 5.58% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 841,078 5.89% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 1,140,362 7.98% Wells Fargo Investments LLC FBO Customer Accounts Attn: Mutual Fund Operations 625 Marquette Ave S 13th Floor Minneapolis, MN 55402-2323 890,855 6.24% CLASS B Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 48,923 10.94%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------- CLASS C First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 370,899 11.06% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 417,008 12.43% ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND II-- MASSACHUSETTS PORTFOLIO CLASS A MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 1,129,775 6.83% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 1,399,619 8.46% CLASS B MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 28,845 5.99% Morgan Stanley Smith Barney Harborside Financial Center Plaza II 3rd Floor Jersey City, NJ 07311 31,220 6.49% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 52,588 10.93% CLASS C Merrill Lynch Mutual Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 359,093 6.34% Morgan Stanley Smith Barney Harborside Financial Center Plaza II 3rd Floor Jersey City, NJ 07311 417,931 7.38% ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND II-- MICHIGAN PORTFOLIO CLASS A Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 616,329 9.11%
D-43
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------ Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 480,752 7.10% CLASS B MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 58,689 18.10% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 36,851 11.37% CLASS C First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 235,949 7.23% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 459,296 14.07% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 344,595 10.56% ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND II-- MINNESOTA PORTFOLIO CLASS A NFS LLC FEBO Bremer Trust P.O. Box 986 Saint Cloud, MN 56302-0986 1,028,011 9.99% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 1,352,018 13.13% Wells Fargo Investments LLC FBO Customer Accounts Attn: Mutual Fund Operations 625 Marquette Ave S 13th Floor Minneapolis, MN 55402-2323 576,100 5.60% CLASS B Ameritrade Inc FBO P.O. Box 2226 Omaha, NE 68103-2226 5,162 6.95% Cory J Bethell & Tracy Nahan Bethell TTEES Bethell Living Trust U/A DTD 04/20/2009 2668 Waterford Ct Saint Cloud, MN 56301-1716 6,380 8.59%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS --------------------------------------------------- Kevin John Strangler & Sheila Catherine Strangler JTWROS 8212 Archer LN N Osseo, MN 55311-1852 4,798 6.46% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 7,133 9.61% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 3,718 5.01% CLASS C First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 105,231 5.28% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 223,495 11.21% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 364,587 18.29% ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND II-- NEW JERSEY PORTFOLIO CLASS A Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 774,616 5.87% First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 1,180,732 8.94% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 733,062 5.55% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 712,163 5.39%
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NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------- CLASS B First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 90,492 17.70% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 68,541 13.41% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 40,394 7.90% CLASS C Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 195,380 5.01% First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 743,365 19.06% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 1,000,586 25.66% Morgan Stanley Smith Barney Harborside Financial Center Plaza II 3rd Floor Jersey City, NJ 07311 212,327 5.44% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 211,204 5.42% ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND II-- OHIO PORTFOLIO CLASS A Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 850,697 7.24% First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 1,271,103 10.82%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------- MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 1,010,592 8.60% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 1,245,696 10.60% CLASS B First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 26,453 5.14% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 97,704 18.99% CLASS C Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 327,828 7.68% First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 539,687 12.64% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 934,673 21.89% ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND II-- PENNSYLVANIA PORTFOLIO CLASS A Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 627,208 6.26% First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 1,141,210 11.38% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 603,417 6.02%
D-45
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------- Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 620,369 6.19% CLASS B First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 44,155 9.35% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 49,069 10.39% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 59,105 12.52% CLASS C Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 213,427 7.89% First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 632,628 23.40% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 719,767 26.62% ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND II-- VIRGINIA PORTFOLIO CLASS A Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 1,569,996 8.57% First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 2,833,947 15.47% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 1,940,427 10.59%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------- Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 1,488,658 8.13% CLASS B Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 31,388 6.81% First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 118,783 25.78% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 35,878 7.79% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 45,007 9.77% CLASS C Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 322,638 6.06% First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 1,297,068 24.35% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 1,196,498 22.46% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 273,840 5.14% ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND CLASS B MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 135,334 5.17%
D-46
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------- Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 209,985 8.02% CLASS C Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 198,077 6.88% First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 169,730 5.89% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6486 476,453 16.54% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 181,949 6.32% CLASS ADV Collegebound Fund CBF-Small/Mid-Cap Growth Customized Portfolio 529 Plan 1345 Avenue of the Americas New York, NY 10105-0302 4,759,325 68.53% PIMS/Prudential Retirement As Nominee for the TTEE/Cust Pl AllianceBernstein L.P. 1345 Avenue of the Americas 11th Floor New York, NY 10105-0302 706,963 10.18% CLASS R American United Life Cust FBO American United Trust One American Square P.O. Box 1995 Indianapolis, IN 46206-9102 81,855 16.19% BPPR As Trustee FBO Tome & Ubinas Radio Oncology Center Retirement Plan Popular Street Building 153 Ponce de Leon Avenue, 8th Floor San Juan, PR 00917 26,644 5.27% GPC Agent for Reliance Trust Co FBO Tri-State Trailer Sales Inc 401K P.O. Box 79377 Atlanta, GA 30357-7377 36,794 7.28%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS --------------------------------------------------- GPC Securities Inc Agent for Reliance Trust Company FBO Dan's Farm Supply PSP P.O. Box 79377 Atlanta, GA 30357-7377 40,342 7.98% Hartford Life Insurance Company Separate Account 401 Attn: UIT Operations P.O. Box 2999 Hartford, CT 06104-2999 133,369 26.38% MG Trust Company Cust FBO Normandy Real Estate Management LL 700 17th St Suite 300 Denver, CO 80202-3531 26,478 5.24% CLASS K Nationwide Trust Company FSB C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 234,799 32.90% Orchard Trust Co LLC TTEE FBO IAI North America 401(K) Plan 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 44,118 6.18% Orchard Trust Co LLC TTEE FBO Mahoney Ulbrich Christiansen & Russ PA PSP & Trust 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 42,768 5.99% Orchard Trust Company LLC TTEE Cust Muncie Surgical Associates Inc PSP 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 55,101 7.72% Orchard Trust Company LLC TTEE Cust Palm Beach Heart Assoc PA PSP 8515 E Orchard Road 2T2 Greenwood Village, CO 80111-5002 60,098 8.42% Orchard Trust Company LLC TTEE Cust Star CNC Machine Tool Corp 401K Pl 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111 41,849 5.68% CLASS I Orchard Trust Company LLC TTEE Cust Webcor Builders 401K PSP P.O. Box 85484 San Diego, CA 92186-5484 165,486 14.78%
D-47
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS --------------------------------------------------- Sanford Bernstein & Co. LLC 1 N Lexington Ave White Plains, NY 10601-1712 763,172 68.17% Sanford Bernstein & Co. LLC 1 N Lexington Ave White Plains, NY 10601-1712 189,635 16.94% ALLIANCEBERNSTEIN TRUST--VALUE FUND CLASS A First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 589,941 6.08% MLPF&S for the Sole Benefit of its Customers 4800 Deer Lake Dr., East 2nd Flr Jacksonville, FL 32246-6484 864,594 8.92% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 722,859 7.45% CLASS B First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 106,848 7.33% MLPF&S for the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr., East 2nd Flr Jacksonville, FL 32246-6484 148,353 10.18% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 169,451 11.62% CLASS C Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 261,236 8.87% First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 177,197 6.02% MLPF&S for the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr., East 2nd Flr Jacksonville, FL 32246-6484 813,814 27.64% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 232,466 7.89%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ----------------------------------------------------- CLASS ADV Collegebound Fund AllianceBernstein Value Fund Customized Allocation 1345 Avenue Of The Americas New York, NY 10105-0302 3,893,487 10.14% CLASS R American United Life Cust FBO AUL American Group Retirement Annuity One American Square P.O. Box 1995 Indianapolis, IN 46206-9102 55,879 13.82% Hartford Life Insurance Company Separate Account 401 Attn: UIT Operations P.O. Box 2999 Hartford, CT 06104-2999 71,912 17.79% ING Enhanced K-Choice Trustee: Reliance Trust Company 400 Atrium Drive Somerset, NJ 08873-4162 27,779 6.87% Merrill Lynch Attn: Fund Admin 4800 Deer Lake Dr., East 2nd Flr Jacksonville, FL 32246-6484 58,568 14.49% MG Trust Company Cust. FBO American Society of Consultant Phar 700 17th Street Suite 300 Denver, CO 80202-3531 23,604 5.84% MG Trust Company Cust FBO Specialized Construction Inc 700 17th Street Suite 300 Denver, CO 80202-3531 22,175 5.49% CLASS K Orchard Trust Company LLC TTEE Cust Advertising Council Inc 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 36,825 5.77% Orchard Trust Company LLC TTEE Cust Chastang Enterprises Inc 401K PL 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 33,794 5.30% Orchard Trust Company LLC TTEE Cust Crystal Steel 401K Plan 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 32,154 5.04% Orchard Trust Company LLC TTEE Cust Informa Fin Infor Inc Def Comp Pl 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 36,909 5.78%
D-48
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ----------------------------------------------------- Orchard Trust Company LLC TTEE Cust Minnesota Surgical Associates PA 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 66,302 10.39% Orchard Trust Company LLC TTEE Cust Muncie Surgical Associates Inc PSP 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 156,045 24.45% CLASS I MLPF&S for the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr., East 2nd Flr Jacksonville, FL 32246-6484 2,244,575 88.67% T Rowe Price Retirement Plan Services Retirement Plan Clients 4515 Painters Mill Rd Owings Mills, MD 21117-4903 247,434 9.78% ALLIANCEBERNSTEIN TRUST--SMALL/MID CAP VALUE FUND CLASS A MLPF&S for the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr., East 2nd Flr Jacksonville, FL 32246-6484 1,829,347 5.23% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 2,299,226 6.58% CLASS B First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 238,272 6.75% MLPF&S for the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr., East 2nd Flr Jacksonville, FL 32246-6484 374,198 10.60% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 388,139 11.00% CLASS C First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 696,266 7.49%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ---------------------------------------------------- MLPF&S for the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr., East 2nd Flr Jacksonville, FL 32246-6484 1,773,661 19.07% Morgan Stanley Smith Barney Harborside Financial Center Plaza II 3rd Floor Jersey City, NJ 07311 565,902 6.09% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 702,178 7.55% CLASS ADV Charles Schwab & Co. for the Exclusive Benefit of Customers Mutual Fund Operations 101 Montgomery Street San Francisco, CA 94104-4151 1,521,990 9.22% Collegebound Fund CBF-Alliance Bernstein Small Cap Customized Allocation 529 Plan 1345 Avenue of the Americas New York, NY 10105-0302 2,261,882 13.70% MAC & Co Attn: Mutual Fund OPS P.O. Box 3198 Pittsburgh, PA 15230-3198 1,311,176 7.94% Merrill Lynch Attn: Fund Admin 4800 Deer Lake Dr., East 2nd Flr Jacksonville, FL 32246-6484 1,968,934 11.93% NFS LLC FEBO US Bank National Association Omnibus--Reinvest/Reinvest 1555 N Rivercenter Dr Ste 302 Milwaukee, WI 53212-3958 1,951,139 11.82% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 1,103,934 6.69% CLASS R Hartford Life Insurance Company Separate Account 401 Attn: UIT operations P.O. Box 2999 Hartford, CT 06104-2999 955,366 18.83% Merrill Lynch Attn: Fund Admin 4800 Deer Lake Dr., East 2nd Flr Jacksonville, FL 32246-6484 478,893 9.44%
D-49
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ---------------------------------------------------- Minnesota Life Separate Account (An Insurance Co Exempt GR Annuity) 400 Robert Street North Saint Paul, MN 55101-2037 357,604 7.05% CLASS K AIG Retirement Services Company FBO AIGFSB Cust TTEE FBO Kelsey-Seybold Health System 2929 Allen Parkway A6-20 Houston, TX 77019-2155 155,099 6.35% Nationwide Trust Company FSB C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 580,498 23.76% Nationwide Life Insurance Company C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 328,103 13.43% CLASS I ING National Trust As Trustee or Custodian for Core Market Retirement Plans 1 Heritage Drive North Quincy, MA 02171-2105 2,594,018 23.11% JP Morgan Chase Bank as TTEE FBO Hospira 401(K) Retirement Savings Plan C/O JP Morgan RPS Mgmt Rptg Team 9300 Ward Parkway Kansas City, MO 64114-3317 1,393,555 12.42% MAC & Co FBO Mercer Attn: Mutual Fund Operations P.O. Box 3198 525 William Penn Place Pittsburgh, PA 15230-3198 2,509,184 22.36% MLPF&S for the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 2,066,460 18.41% ALLIANCEBERNSTEIN TRUST--INTERNATIONAL VALUE FUND CLASS A MLPF&S for the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr., East 2nd Flr Jacksonville, FL 32246-6484 6,877,430 7.29%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------- Morgan Stanley Smith Barney Harborside Financial Center Plaza II 3rd Floor Jersey City, NJ 07311 11,762,992 12.47% CLASS B Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 512,676 10.14% First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 576,437 11.40% MLPF&S for the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr., East 2nd Flr Jacksonville, FL 32246-6484 678,503 13.42% Morgan Stanley Smith Barney Harborside Financial Center Plaza II 3rd Floor Jersey City, NJ 07311 344,400 6.81% Pershing LLC P.O. Box 2052 Jersey City NJ 07303-2052 375,397 7.42% CLASS C Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 3,363,691 15.64% First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 1,365,061 6.35% MLPF&S for the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr., East 2nd Flr Jacksonville, FL 32246-6484 6,113,217 28.42% Morgan Stanley Smith Barney Harborside Financial Center Plaza II 3rd Floor Jersey City, NJ 07311 1,782,019 8.28% CLASS ADV Citigroup Global Markets 333 West 34th St FL 3 New York, NY 10001-2402 20,006,495 22.89%
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NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS --------------------------------------------------- First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 17,406,171 19.91% Merrill Lynch Attn: Fund Admin 4800 Deer Lake Dr., East 2nd Flr Jacksonville, FL 32246-6484 4,847,655 5.55% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 10,087,669 11.54% CLASS R Hartford Life Insurance Company Separate Account 401 Attn: UIT Operations P.O. Box 2999 Hartford, CT 06104-2999 1,542,968 23.76% Merrill Lynch Attn: Fund Admin 4800 Deer Lake Dr., East 2nd Flr Jacksonville, FL 32246-6484 1,123,814 17.31% CLASS K Nationwide Life Insurance Company C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 709,973 6.10% Nationwide Trust Company FSB C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 3,915,950 33.62% PRIAC Cust FBO Various Retirement Plans Invest Prod & Adv Serv H09 280 Trumbull St One Commercial Plaza Hardford, CT 06103-3509 3,144,858 27.00% State Of Florida Employees Deferred Comp Plan FBO Participating Employees C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 1,485,912 12.76% CLASS I FIIOC as Agent For Certain Employee Benefit Plans 100 Magellan Way KWIC Covington, KY 41015-1987 1,818,397 6.03% MAC & Co Attn: Mutual Fund OPS P.O. Box 3198 Pittsburgh, PA 15230-3198 1,554,059 5.15%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ---------------------------------------------------- NFS LLC FEBO Northern Trust Co P.O. Box 92956 Chicago, IL 60675-0001 3,149,291 10.45% Sanford Bernstein & Co. LLC 1 N Lexington Avenue White Plains, NY 10601-1712 1,616,525 5.36% Sanford Bernstein & Co. LLC One North Lexington Avenue White Plains, NY 10601-1712 1,864,857 6.19% Sanford Bernstein & Co. LLC 1 N Lexington Ave White Plains, NY 10601-1712 3,805,521 12.62% Vanguard Fiduciary Trust Company FBO AIG Plan P.O. Box 2600 Valley Forge, PA 19482-2600 3,280,141 10.88% ALLIANCEBERNSTEIN TRUST--GLOBAL VALUE FUND CLASS B Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 46,509 9.97% First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 31,784 6.81% MLPF&S for the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr., East 2nd Flr Jacksonville, FL 32246-6484 70,057 15.02% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 33,748 7.23% CLASS C Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 88,858 11.14% First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 102,747 12.88%
D-51
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ---------------------------------------------------- MLPF&S for the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr., East 2nd Flr Jacksonville, FL 32246-6484 124,896 15.66% Morgan Stanley Smith Barney Harborside Financial Center Plaza II 3rd Floor Jersey City, NJ 07311 63,022 7.90% CLASS ADV NFS LLC FEBO City National Bank FBO Irell & Manella Pooled ACC 225 Broadway Fl 5 San Diego, CA 92101-5005 617,155 8.15% Orchard Trust Co LLC TTEE FBO Fragomen Del Ray Bernsen & Loewy LLP 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 547,321 7.23% PIMS/Prudential Retirement As Nominee for the TTEE/CUST PL 007 AllianceBernstein L.P. 1345 Avenue of the Americas 11th Floor New York, NY 10105-0302 2,681,809 35.40% CLASS R American United Life Cust FBO AUL American Group Retirement Annuity One American Square P.O. Box 1995 Indianapolis, IN 46206-9102 42,463 17.72% American United Life Cust FBO American United Trust One American Square P.O. Box 1995 Indianapolis, IN 46206-9102 41,100 17.16% GPC Securities Inc agent for Reliance Trust Company FBO Cape Systems Group, Inc Ret. Plan P.O. Box 79377 Atlanta, GA 30357-7377 13,081 5.46% Hartford Life Insurance Company Separate Account 401 Attn: UIT Operations P.O. Box 2999 Hartford, CT 06104-2999 41,730 17.42%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ---------------------------------------------------- ING Enhanced K-Choice Trustee: Reliance Trust Company 400 Atrium Drive Somerset, NJ 08873-4162 50,913 21.25% CLASS K Nationwide Trust Company FSB C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 11,198 6.42% Orchard Trust Company LLC TTEE Cust Cohen Pontai Lieberman & Pavane 8515 E Orchard Road 2T2 Greenwood Village, CO 80111-5002 35,639 20.44% Orchard Trust Co LLC TTEE FBO Aronson Security Group Inc 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 17,831 10.23% Orchard Trust Co LLC TTEE FBO Keane And Beane PC 401 K C/O Fascore LLC 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 16,339 9.37% Orchard Trust Co LLC TTEE FBO New England Dermatology PC 401(K) Plan And Trust 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 23,235 13.33% Orchard Trust Co LLC TTEE FBO Sperber Denenberg & Kahan PC Profit Sharing Plan 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 23,659 13.57% Orchard Trust Company LLC TTEE Cust FBO TS-Arion Systems Inc PSP 8515 E Orchard Road 2T2 Greenwood Village, CO 80111-5002 10,199 5.85% CLASS I Orchard Trust Company LLC TTEE Cust George Little Mgmt LLC 401K PSP 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 139,116 5.47% Orchard Trust Company LLC TTEE Cust Worldwide Dreams Deferred Comp PL 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111 159,850 6.29% Sanford Bernstein & Co. LLC 1 N Lexington Ave White Plains, NY 10601-1712 911,810 35.86%
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NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------- Sanford Bernstein & Co. LLC 1 N Lexington Ave White Plains, NY 10601-1712 1,315,013 51.72% THE ALLIANCEBERNSTEIN PORTFOLIOS-- ALLIANCEBERNSTEIN GROWTH FUND CLASS A Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 1,221,599 7.80% First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 1,214,999 7.75% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 1,253,894 8.00% CLASS C Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 302,674 10.20% First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 263,993 8.90% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr. East 2nd Flr Jacksonville, FL 32246-6484 622,558 20.99% Morgan Stanley Smith Barney Harborside Financial Center Plaza II 3rd Floor Jersey City, NJ 07311 179,657 6.06% CLASS ADV Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York, NY 10001-2402 17,972 6.21% First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 50,419 17.42%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------- Merrill Lynch Mutual Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 25,954 8.97% PIMS/Prudential Retirement as Nominee for the TTEE/CUST AllianceBernstein L.P. 1345 Avenue of the Americas 11th Floor New York, NY 10105-0302 141,102 48.74% CLASS I AllianceBernstein L.P. Attn: Brent Mather-Seed Acct 1 N Lexington Ave White Plains, NY 10601-1712 304 99.49% CLASS K Bucks County Gastroenterology Associates P C 401(k) Sharing Plan 1080 Drew Dr Yardley, PA 19067-4058 15,459 35.46% Frontier Trust Co FBO First National Bank & Trust Co Of V P.O. Box 10758 Fargo, ND 58106-0758 4,383 10.05% Joseph R Burlin 401(k) Profit Sharing Plan 1805 North Carolina St Ste 405 Stockton, CA 95204 2,937 6.74% Orchard Trust Co LLC TTEE FBO the Office Furniture Warehouse 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 3,434 7.88% Orchard Trust Company LLC TTEE Cust Palm Beach Heart Assoc PA PSP 8515 E Orchard Road 2T2 Greenwood Village, CO 80111-5002 9,724 22.31% CLASS R Hartford Life Insurance Company Separate Account 401 Attn: UIT Operations P.O. Box 2999 Hartford, CT 06104-2999 35,177 98.20% THE ALLIANCEBERNSTEIN PORTFOLIOS-- ALLIANCEBERNSTEIN CONSERVATIVE WEALTH STRATEGY CLASS A Edward D Jones & Co Attn: Mutual Fund Shareholder Acctg 201 Progress Pkwy Maryland Heights, MO 63043-3009 4,196,931 12.68% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 2,039,930 6.17%
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NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------- CLASS B Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 1,221,282 10.59% CLASS C MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 1,716,482 10.50% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 1,433,346 8.77% CLASS ADV LPL Financial FBO Customer Accounts Attn: Mutual Fund Operations P.O. Box 509046 San Diego, CA 92150-9046 152,944 6.75% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 149,341 6.59% PIMS/Prudential Retirement As Nominee for the TTEE/CUST AllianceBernstein L.P. 1345 Avenue of the Americas 11th Floor New York, NY 10105-0302 1,025,505 45.27% CLASS I NFS LLC FEBO T Cooper/D Gilbert TTEEs Plumbers & Steamfitters Loc 52 Defined Contribution Pens Plan P.O. Box 211105 Montgomery, AL 36121-11105 21,554 7.23% Orchard Trust Company LLC TTEE Cust Group Pension Plan for Employees 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 20,828 6.99% Orchard Trust Company LLC TTEE Cust J. D'Addario & Company 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 146,469 49.15% Orchard Trust Company LLC TTEE Cust Webcor Builders 401K PSP P.O. Box 85484 San Diego, CA 92186-5484 42,579 14.29% Orchard Trust Company LLC TTEE Cust Worldwide Dreams Deferred Comp Pl 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 64,828 21.76%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ----------------------------------------------------- CLASS K MG Trust Company Cust FBO Hamilton Cardiology Associates PA 700 17th Street Ste 300 Denver, CO 80202-3531 27,608 5.40% Orchard Trust Co LLC TTEE Aaronson Dickerson Cohn & Lanzonie APC 401K PSP 8515 Orchard Rd 2T2 Greenwood Village, CO 80111-5002 76,447 14.95% Orchard Trust Company LLC TTEE Cust FBO Perry Hay & Chu PSP 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 106,356 20.80% Orchard Trust Co LLC TTEE FBO The Spektors DDS 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 107,006 20.92% Sanford Bernstein & Co. LLC One North Lexington Avenue White Plains, NY 10601-1712 44,646 8.73% CLASS R GPC as Agent for Reliance Trust Company FBO Therapeutic Radiation Oncology 401K P.O. Box 79377 Atlanta, GA 30357-7377 100,739 7.31% MG Trust Co FBO Oak Harbor Freight Lines Inc 700 17th St Ste 300 Denver, CO 80202-3531 110,702 8.04% MG Trust Company Cust. FBO Oak Harbor Freight Lines, Inc. 700 17th St Ste 300 Denver, CO 80202-3531 389,663 28.29% State Street Bank & Trust FBO ADP/MSDW Alliance Attn: Ralph Campbell 105 Rosemont Rd Westwood, MA 02090-2318 120,543 8.75% THE ALLIANCEBERNSTEIN PORTFOLIOS-- ALLIANCEBERNSTEIN TAX-MANAGED CONSERVATIVE WEALTH STRATEGY CLASS A Edward D Jones & Co Attn: Mutual Fund Shareholder Acctg 201 Progress Pkwy Maryland Heights, MO 63043-3009 1,089,372 17.24% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 385,369 6.10%
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NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------ CLASS B First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 64,397 5.79% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 89,549 8.06% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 112,228 10.10% CLASS C MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 323,359 12.69% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 241,649 9.48% CLASS ADV LPL Financial FBO Customer Accounts Attn: Mutual Fund Operations P.O. Box 509046 San Diego, CA 92150-9046 93,578 18.88% Merrill Lynch Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 31,273 6.31% NFS LLC FEBO Elizabeth Smith 300 Old County Rd Severna Park, MD 21146-4617 24,799 5.00% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 24,885 5.02% Primevest Financial Services FBO John Webb 400 First Street So Suite 300 P.O. Box 283 Saint Cloud, MN 56302-0283 88,832 17.92% Primevest Financial Services (FBO) Lavonne S Webb 400 First Street So Suite 300 P.O. Box 283 Saint Cloud, MN 56302-0283 75,793 15.29%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------- Raymond James & Assoc Inc FBO Thomas C Manning & Virginia C Manning TTEE Thomas & Virginia C Manning Tr 4240 185th Pl SE Issaquah, WA 98027-9762 53,436 10.78% THE ALLIANCEBERNSTEIN PORTFOLIOS-- ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY CLASS A Edward D Jones & Co Attn: Mutual Fund Shareholder Acctg 201 Progress Pkwy Maryland Heights, MO 63043- 3009 13,322,836 13.63% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 7,046,038 7.21% CLASS B Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St FL 3 New York, NY 10001-2402 2,467,732 7.19% First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 2,259,908 6.59% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 3,490,929 10.17% CLASS C First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 2,780,866 6.69% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 6,895,249 16.60% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 3,172,308 7.64% CLASS ADV First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 1,717,852 21.82%
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NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ----------------------------------------------------- LPL Financial FBO Customer Accounts Attn: Mutual Fund Operations P.O. Box 509046 San Diego, CA 92150-9046 925,224 11.75% Merrill Lynch Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 438,165 5.57% PIMS/Prudential Retirement As Nominee for the TTEE/Cust AllianceBernstein L.P. 1345 Avenue of the Americas 11th Floor New York, NY 10105-0302 1,991,600 25.30% CLASS I Orchard Trust Company LLC TTEE Cust Group Pension Plan for Employees 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 430,348 21.29% Orchard Trust Company LLC TTEE Cust J. D'Addario & Company 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 343,546 17.00% Orchard Trust Company LLC TTEE Cust Webcor Builders 401K PSP P.O. Box 85484 San Diego, CA 92186-5484 1,115,823 55.21% CLASS K Orchard Trust Company LLC TTEE Cust Cohen Pontai Lieberman & Pavane 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 143,323 6.09% Orchard Trust Co LLC TTEE FBO Levin Ginsburg 401K PSP 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 208,361 8.86% Orchard Trust Company LLC TTEE Cust Savings Plan for the Employees of New York Inc 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 156,782 6.66%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ---------------------------------------------------- Orchard Trust Co LLC TTEE FBO Social Studies School Service 401(K) 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 513,876 21.84% Orchard Trust Co LLC TTEE FBO Taylor Day Currie Boyd & Johnson, PA PSP 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 203,667 8.66% CLASS R GPC As Agent For Reliance Trust Company FBO Environmental Control, Inc. 401(K) P.O. Box 79377 Atlanta, GA 30357-7377 249,448 10.41% MG Trust Company Cust. FBO Oak Harbor Freight Lines, Inc. 700 17th St Ste 300 Denver, CO 80202-3531 295,888 12.34% MG Trust Co Cust FBO Van Zyverden Inc 700 17th St Ste 300 Denver, CO 80202-3531 151,710 6.33% Reliance Trust Co FBO Healthcare Management A 401k P.O. Box 48529 Atlanta, GA 30357-7377 124,353 5.19% State Street Bank & Trust FBO ADP/MSDW Alliance Attn: Ralph Campbell 105 Rosemont Rd Westwood, MA 02090-2318 191,411 7.99% THE ALLIANCEBERNSTEIN PORTFOLIOS-- ALLIANCEBERNSTEIN TAX-MANAGED BALANCED WEALTH STRATEGY CLASS A Edward D Jones & Co Attn: Mutual Fund Shareholder Acctg 201 Progress Pkwy Maryland Heights, MO 63043-3009 1,924,644 15.09% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 881,225 6.91%
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NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------ CLASS B Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St, FI 3 New York, NY 10001-2402 125,747 5.60% First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 154,485 6.88% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 258,434 11.51% CLASS C First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 247,464 5.26% MLPF&S For the Sole Benefit of Its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 665,510 14.14% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 573,961 12.19% CLASS ADV First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 99,438 8.80% LPL Financial FBO Customer Accounts Attn: Mutual Fund Operations P.O. Box 509046 San Diego, CA 92150-9046 126,647 11.21% Merrill Lynch Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 76,052 6.73% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 91,606 8.11% Sanford Bernstein & Co. LLC One North Lexington Avenue White Plains, NY 10601-1712 214,696 19.00%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------ THE ALLIANCEBERNSTEIN PORTFOLIOS-- ALLIANCEBERNSTEIN WEALTH APPRECIATION STRATEGY CLASS A Edward D. Jones & Co. Attn: Mutual Fund Shareholder Acctg 201 Progress Parkway Maryland Heights, MO 63043- 3009 3,016,217 5.72% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 3,561,651 6.76% CLASS B Citigroup Global Markets House Account Attn: Cindy Tempesta 333 W 34th St Fl 3 New York NY 10001-2402 969,069 6.18% First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 1,067,575 6.80% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 1,397,541 8.91% CLASS C First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 1,797,767 8.74% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 2,780,955 13.52% Morgan Stanley Smith Barney Harborside Financial Center Plaza II 3rd Floor Jersey City, NJ 07311 1,040,370 5.06% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 1,716,393 8.35% CLASS ADV PIMS/Prudential Retirement As Nominee for the TTEE/Cust AllianceBernstein L.P. 1345 Avenue of the Americas 11th Floor New York, NY 10105-0302 3,419,651 5.84%
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NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ---------------------------------------------------- CLASS I Orchard Trust Company LLC TTEE Cust George Little Mgmt LLC 401K PSP 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 184,221 16.54% Orchard Trust Company LLC TTEE Cust J D'Addario & Company 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 704,102 63.20% Orchard Trust Company LLC TTEE Cust Webcor Builders 401K PSP P.O. Box 85484 San Diego, CA 92186-5484 178,765 16.05% CLASS K Orchard Trust Co LLC TTEE FBO Mahoney Ulbrich Christiansen & Russ PA PSP & Trust 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 225,184 11.29% Orchard Trust Company LLC TTEE Cust Palm Beach Heart Assoc PA PSP 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 279,305 14.00% Orchard Trust Co LLC TTEE FBO Social Studies School Service 401(K) 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 203,870 10.22% Orchard Trust Company LLC TTEE Cust FBO TS-Arion Systems Inc PSP 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 132,541 6.65% CLASS R MG Trust Co FBO Oak Harbor Freight Lines Inc 700 17th St Ste 300 Denver, CO 80202-3531 138,140 7.34% MG Trust Company Cust FBO Oak Harbor Freight Lines, Inc. 700 17th St Ste 300 Denver, CO 80202-3531 478,796 25.44% Counsel Trust FBO Sencore Inc 401K Plan 1251 Waterfront Place, Suite 525 Pittsburgh, PA 15222-4228 107,274 5.70%
NO. OF SHARES % OF NAME AND ADDRESS OF CLASS CLASS ------------------------------------------------------ THE ALLIANCEBERNSTEIN PORTFOLIOS-- ALLIANCEBERNSTEIN TAX-MANAGED WEALTH APPRECIATION STRATEGY CLASS A Edward D Jones & Co Attn: Mutual Fund Shareholder Acctg 201 Progress Pkwy Maryland Heights, MO 63043-3009 583,792 11.17% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 393,974 7.54% CLASS B First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 55,747 5.91% MLPF&S for the Sole Benefit of its Customers Attn: Fund Admin 3800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 49,881 5.29% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 85,245 9.04% CLASS C First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 190,947 6.75% MLPF&S For the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Dr East 2nd Flr Jacksonville, FL 32246-6484 445,120 15.74% Morgan Stanley Smith Barney Harborside Financial Center Plaza II 3rd Floor Jersey City, NJ 07311 186,660 6.60% Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 198,371 7.01%
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APPENDIX E--LETTER FROM INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM September 15, 2010 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We were previously principal accountants for the AllianceBernstein Funds listed in Exhibit A (the "Auditor Change Funds") and, under the respective dates listed in Exhibit A, we reported on the financial statements of each of the Auditor Change Funds as of and for the corresponding year-ends listed in Exhibit A. On April 14, 2010, we were dismissed. We have read the statements included under the section titled "Approval of Independent Registered Public Accounting Firms by Board" within the Proxy Statement for the AllianceBernstein Funds dated September 21, 2010, and we agree with such statements, except that we are not in a position to agree or disagree with the statement that the Audit Committee of the Boards of each of the Auditor Change Funds approved the dismissal of KPMG LLP as independent registered public accounting firm for the Auditor Change Funds at a meeting held on March 24, 2010, and we are not in a position to agree or disagree with any of the statements regarding Ernst & Young LLP. Very truly yours, /s/ KPMG LLP E-1
EXHIBIT A
DATE OF REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM YEAR-ENDS ALLIANCEBERNSTEIN FUND ------------------- ---------------------------- AllianceBernstein Balanced Shares, Inc. ("ABS") January 26, 2010 November 30, 2009 and 2008 AllianceBernstein Blended Style Series, Inc. ("ABSS") - - U.S. Large Cap Portfolio October 27, 2009 August 31, 2009 and 2008 - - AllianceBernstein 2000 Retirement Strategy October 27, 2009 August 31, 2009 and 2008 - - AllianceBernstein 2005 Retirement Strategy October 27, 2009 August 31, 2009 and 2008 - - AllianceBernstein 2015 Retirement Strategy October 27, 2009 August 31, 2009 and 2008 - - AllianceBernstein 2020 Retirement Strategy October 27, 2009 August 31, 2009 and 2008 - - AllianceBernstein 2025 Retirement Strategy October 27, 2009 August 31, 2009 and 2008 - - AllianceBernstein 2030 Retirement Strategy October 27, 2009 August 31, 2009 and 2008 - - AllianceBernstein 2035 Retirement Strategy October 27, 2009 August 31, 2009 and 2008 - - AllianceBernstein 2040 Retirement Strategy October 27, 2009 August 31, 2009 and 2008 - - AllianceBernstein 2045 Retirement Strategy October 27, 2009 August 31, 2009 and 2008 - - AllianceBernstein 2050 Retirement Strategy October 27, 2009 August 31, 2009 and 2008 - - AllianceBernstein 2055 Retirement Strategy October 27, 2009 August 31, 2009 and 2008 AllianceBernstein Corporate Shares ("ACS") - - AllianceBernstein Corporate Income Shares June 24, 2010 April 30, 2010 and 2009 AllianceBernstein Equity Income Fund, Inc. ("AEIF") January 26, 2010 November 30, 2009 and 2008 AllianceBernstein Exchange Reserves ("AEXR") November 25, 2009 September 30, 2009 and 2008 AllianceBernstein Global Growth Fund, Inc. ("AGGF") August 26, 2009 June 30, 2009 and 2008 AllianceBernstein Growth and Income Fund, Inc. ("AGIF") December 24, 2009 October 31, 2009 and 2008 AllianceBernstein International Growth Fund, Inc. ("AIGF") August 26, 2009 June 30, 2009 and 2008 AllianceBernstein Large Cap Growth Fund, Inc. ("ALCGF") September 25, 2009 July 31, 2009 and 2008 AllianceBernstein Small/Mid Cap Growth Fund, Inc. ("ASMCGF") September 25, 2009 July 31, 2009 and 2008 The AllianceBernstein Portfolios ("TAP") - - AllianceBernstein Growth Fund September 25, 2009 July 31, 2009 and 2008 - - AllianceBernstein Conservative Wealth Strategy October 27, 2009 August 31, 2009 and 2008 - - AllianceBernstein Tax-Managed Conservative Wealth Strategy October 27, 2009 August 31, 2009 and 2008 - - AllianceBernstein Balanced Wealth Strategy October 27, 2009 August 31, 2009 and 2008 - - AllianceBernstein Tax-Managed Balanced Wealth Strategy October 27, 2009 August 31, 2009 and 2008 - - AllianceBernstein Wealth Appreciation Strategy October 27, 2009 August 31, 2009 and 2008 - - AllianceBernstein Tax-Managed Wealth Appreciation Strategy October 27, 2009 August 31, 2009 and 2008
AB-RET-76615-0910 [GRAPHIC] FORM OF PROXY FORM OF PROXY ALLIANCEBERNSTEIN FUNDS PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 5, 2010 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARDS OF DIRECTORS AND BOARDS OF TRUSTEES OF THE ALLIANCEBERNSTEIN FUNDS The undersigned hereby appoints Carol Rappa and Nancy Hay, or either of them, as proxies for the undersigned, with full power of substitution in each of them, to attend the Joint Annual Meeting of Stockholders (the "Meeting") of the AllianceBernstein Funds listed below (each a "Fund", and collectively, the "Funds") to be held at 3:00 p.m., Eastern Time, on November 5, 2010 at the offices of the AllianceBernstein Funds, 1345 Avenue of the Americas, 41st Floor, New York, New York 10105, and any postponements or adjournments thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at the Meeting and otherwise to represent the undersigned with all powers possessed by the undersigned if personally present at such Meeting. The undersigned hereby acknowledges receipt of the Notice of Joint Annual Meeting of Stockholders and accompanying Proxy Statement, revokes any proxy heretofore given with respect to such Meeting and hereby instructs said proxies to vote said shares as indicated on the reverse side hereof. IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST AS INSTRUCTED ON THE REVERSE SIDE HEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO INSTRUCTION IS GIVEN, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST "FOR" EACH OF THE NOMINEES FOR DIRECTOR AND "FOR" EACH OF THE OTHER PROPOSALS AS DESCRIBED IN THE PROXY STATEMENT. ADDITIONALLY, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. VOTE VIA THE INTERNET: www.proxyweb.com VOTE BY TELEPHONE: 1-888-221-0697 Please refer to the Proxy Statement for a discussion of each Proposal. PLEASE VOTE, DATE AND SIGN AND RETURN THIS PROXY CARD PROMPTLY. YOU MAY USE THE ENCLOSED ENVELOPE. Please sign this proxy exactly as your name(s) appear(s) on the records of a Fund. Joint owners should each sign personally. Trustees and other representative should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation or another entity, the signature should be that of an authorized officer who should state his or her full title. THE ALLIANCEBERNSTEIN FUNDS - -------------------------------------------------------------------------------------------------------------------- AllianceBernstein Balanced Shares, Inc. ("ABS") AllianceBernstein International Growth Fund, Inc. ("AIGF") AllianceBernstein Blended Style Series, Inc. ("ABSS") AllianceBernstein Large Cap Growth Fund, Inc. ("ALCGF") - - U.S. Large Cap Portfolio - - AllianceBernstein 2000 Retirement Strategy AllianceBernstein Municipal Income Fund, Inc. ("AMIF") - - AllianceBernstein 2005 Retirement Strategy - California Portfolio - - AllianceBernstein 2010 Retirement Strategy - AllianceBernstein High Income Municipal Portfolio - - AllianceBernstein 2015 Retirement Strategy - National Portfolio - - AllianceBernstein 2020 Retirement Strategy - New York Portfolio - - AllianceBernstein 2025 Retirement Strategy - - AllianceBernstein 2030 Retirement Strategy AllianceBernstein Municipal Income Fund II - - AllianceBernstein 2035 Retirement Strategy ("AMIF II") - - AllianceBernstein 2040 Retirement Strategy - Arizona Portfolio - - AllianceBernstein 2045 Retirement Strategy - Massachusetts Portfolio - - AllianceBernstein 2050 Retirement Strategy - Michigan Portfolio - - AllianceBernstein 2055 Retirement Strategy - Minnesota Portfolio - New Jersey Portfolio AllianceBernstein Bond Fund, Inc. ("ABF") - Ohio Portfolio - - AllianceBernstein Intermediate Bond Portfolio - Pennsylvania Portfolio - - AllianceBernstein Bond Inflation Strategy - Virginia Portfolio - - AllianceBernstein Multi-Asset Inflation Strategy - - AllianceBernstein Municipal Bond Inflation AllianceBernstein Small/Mid Cap Growth Fund, Inc. ("ASMCGF") Strategy AllianceBernstein Trust ("ABT") AllianceBernstein Cap Fund, Inc. ("ACF") - AllianceBernstein Value Fund - - AllianceBernstein Small Cap Growth Portfolio - AllianceBernstein Small/Mid Cap Value Fund - - AllianceBernstein U.S. Strategic Research - AllianceBernstein International Value Fund Portfolio - AllianceBernstein Global Value Fund - - AllianceBernstein Market Neutral Strategy - U.S. - - AllianceBernstein Market Neutral Strategy - The AllianceBernstein Portfolios ("TAP") Global - AllianceBernstein Growth Fund - AllianceBernstein Conservative Wealth Strategy AllianceBernstein Core Opportunities Fund, Inc. - AllianceBernstein Tax-Managed Conservative Wealth ("ACOF") Strategy - AllianceBernstein Balanced Wealth Strategy AllianceBernstein Corporate Shares ("ACS") - AllianceBernstein Tax-Managed Balanced Wealth Strategy - - AllianceBernstein Corporate Income Shares - AllianceBernstein Wealth Appreciation Strategy - - AllianceBernstein Municipal Income Shares - AllianceBernstein Tax-Managed Wealth Appreciation - - AllianceBernstein Taxable Multi-Sector Income Strategy Shares AllianceBernstein Diversified Yield Fund, Inc. ("ADYF") AllianceBernstein Equity Income Fund, Inc. ("AEIF") AllianceBernstein Exchange Reserves ("AEXR") AllianceBernstein Fixed-Income Shares, Inc. ("AFIS") - - Government STIF Portfolio AllianceBernstein Global Bond Fund, Inc. ("AGBF") AllianceBernstein Global Growth Fund, Inc. ("AGGF") AllianceBernstein Global Real Estate Investment Fund, Inc. ("AGREIF") AllianceBernstein Global Thematic Growth Fund, Inc. ("AGTGF") AllianceBernstein Greater China '97 Fund, Inc. ("AGCF") AllianceBernstein Growth and Income Fund, Inc. ("AGIF") AllianceBernstein High Income Fund, Inc. ("AHIF") - --------------------------------------------------------------------------------------------------------------------
Please fill in boxes as shown using black or blue ink or number 2 pencil. Please mark votes as in this example: /X/ For All For All Withhold From Except As Nominees All Nominees Noted Below 1. To elect Directors for All Funds: /_/ /_/ /_/ 01. John H. Dobkin 06. Robert M. Keith 02. Michael J. Downey 07. Garry L. Moody 03. William H Foulk, Jr. 08. Marshall C. Turner, Jr. 04. D. James Guzy 09. Earl D. Weiner 05. Nancy P. Jacklin To withhold authority to vote for any individual, mark the box "FOR ALL EXCEPT" and write the nominee's number on the line provided. __________________________ For Against Abstain 2. To approve amendments to the /_/ /_/ /_/ Investment Advisory Agreements for certain funds For Against Abstain 2.a. To approve amendments to /_/ /_/ /_/ Investment Advisory Agreements for Certain Funds to Conform Fee Measurement Periods AllianceBernstein Cap Fund, Inc. - AllianceBernstein Small Cap Growth Portfolio and AllianceBernstein Global Thematic Growth Fund, Inc. For Against Abstain 2.b. To approve amendments to /_/ /_/ /_/ Investment Advisory Agreements of TAP Regarding Reimbursement of Administrative Expenses The AllianceBernstein Portfolios For Against Abstain 3. The amendment of the /_/ /_/ /_/ Declarations of Trust for certain of the Funds. AllianceBernstein Exchange Reserves, AllianceBernstein Municipal Income Fund II and AllianceBernstein Trust For Against Abstain 4. The amendment and restatement /_/ /_/ /_/ of the Charters for certain of the Funds that are organized as a Maryland corporation which will repeal in their entirety all of the currently existing charter provisions and substitute in lieu thereof the new provisions set forth in the Form of Articles of Amendment and Restatement attached to the accompany Proxy statement as Appendix C. AllianceBernstein Balanced Shares, Inc., AllianceBernstein Blended Style Series, Inc., AllianceBernstein Cap Fund, Inc., AllianceBernstein Core Opportunities Fund, Inc., AllianceBernstein Equity Income Fund, Inc., AllianceBernstein Global Real Estate Investment Fund, Inc., AllianceBernstein Global Thematic Growth Fund, Inc., AllianceBernstein Greater China '97 Fund, Inc., AllianceBernstein Growth and Income Fund, Inc., AllianceBernstein High Income Fund, Inc., AllianceBernstein International Growth Fund, Inc., and AllianceBernstein Large Cap Growth Fund, Inc. For Against Abstain 5. The amendment of certain of the /_/ /_/ /_/ Funds' fundamental policies regarding commodities. All Funds (except ABF - Multi-Asset Inflation Strategy, ACF-Market Neutral Strategy - U.S. and ACF - Market Neutral Strategy - Global) For Against Abstain 6. The reclassification of certain /_/ /_/ /_/ of the Funds' fundamental investment objectives as non-fundamental. AllianceBernstein Blended Style Series, Inc. - U.S. Large Cap Portfolio and AllianceBernstein Greater China '97 Fund, Inc. 7. To transact such other business as may properly come before the Meeting and any adjournments or postponements thereof. Mark here for address change and note at left. /_/ Please be sure to sign, date and return this Proxy promptly. You may use the enclosed envelope. -------------------------------------- (Signature of Stockholder) -------------------------------------- (Signature of joint owner, if any) Date __________, 2010 SK 00250 0209 1073130 EX-99 2 d1130215_ex-99.txt MARKETING MATERIAL September 2010 To Our Bernstein Mutual Fund Shareholders The enclosed material pertains to an upcoming shareholder vote--in particular, the election of members to the Funds' Boards of Directors. For the mutual funds you hold, we've included a proxy statement(s) providing details on the vote, along with a proxy card(s) containing specific voting instructions. Your vote is important, and we encourage you to vote promptly. If we do not receive your ballot, a Bernstein representative may call you to facilitate the voting process. Please note that Bernstein recommends a vote in favor of the election of each of the nominees as Director. We appreciate your attention to this important Fund matter. Should you have any questions about the proposals or the voting process, please feel free to contact your Bernstein Advisor. SK 00250 0451 1130215 -----END PRIVACY-ENHANCED MESSAGE-----