N-14 8C as filed with the Securities and Exchange Commission on May 4, 2009
Securities Act File No. 333-[______]
Investment Company Act File No. 811-07732
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------------------------------------------------
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. [__]
Post-Effective Amendment No. [__]
(Check appropriate box or boxes)
--------------------------------------------------------------------------------
AllianceBernstein Global High Income Fund, Inc.
(Exact Name of Registrant as Specified in Charter)
(800) 221-5672
(Area Code and Telephone Number)
1345 Avenue of the Americas, New York, New York 10105
(Address of Principal Executive Office) (Zip Code)
--------------------------------------------------------------------------------
EMILIE D. WRAPP
AllianceBernstein L.P.
1345 Avenue of the Americas
New York, New York 10105
(Name and Address of Agent for Service)
Copies of communications to:
Kathleen K. Clarke
Seward & Kissel LLP
1200 G Street, N.W.
Washington, D.C. 20005
--------------------------------------------------------------------------------
Approximate Date Of Proposed Public Offering:
As soon as practicable after the Registration Statement
becomes effective under the Securities Act of 1933.
--------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933:
--------------------------------------------------------------------------------
Proposed
Maximum
Amount Offering Proposed Maximum Amount of
Title of Securities Being Price per Aggregate Registration
Being Registered Registered(1) Unit(1)(2) Offering Price(1) Fee
--------------------------------------------------------------------------------
Common Stock ($0.01 11,392,336 $10.39 $118,366,371 $6,604.84
par value)
--------------------------------------------------------------------------------
1. Estimated solely for the purpose of calculating the filing fee in accordance
with Rule 457(f) under the Securities Act of 1933, as amended.
2. Net asset value per share or common stock on April 29, 2009.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until the Registration Statement shall
become effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC.
CONTENTS OF FORM N-14 REGISTRATION STATEMENT
This Registration Statement contains the following papers and documents:
o Cover Sheet
o Contents of Registration Statement
o Form N-14 Cross Reference Sheet
o Letter to Stockholders
o Notice of Special Meetings of Stockholders
o Part A - Proxy Statement/Prospectus
o Part B - Statement of Additional Information
o Part C - Other Information
o Signatures
o Exhibits
CROSS REFERENCE SHEET
ITEM NO. PROXY/PROSPECTUS
------- ----------------
1. Beginning of Registration Statement
and Outside Front Cover Page of
Prospectus Cover Page/Questions & Answers
2. Beginning of Outside Back Cover
Page of Prospectus Questions & Answers
3. Fee Table, Synopsis Information and
Risk Factors Summary, Appendix A
4. Information about the Transaction Letter to Stockholders, Questions and
Answers, Summary, Information About
the Proposed Transaction
5. Information about the Registrant Letters to Stockholders, Questions and
Answers, Summary, Information About
the Funds
6. Information about the Company Being Letters to Stockholders, Questions and
Acquired Answers, Summary, Information About
the Funds
7. Voting Information Voting Information
8. Interest of Certain Persons and
Experts Experts
9. Additional Information Required for
Reoffering by Persons Deemed to be
Underwriters Not Applicable
Part B
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. Additional Information About the SAI
Registrant
13. Additional Information about the SAI
Company being Acquired
14. Financial Statements Incorporated by Reference to the SAI
15-17. Information required to be included in
Part C is set forth under the
appropriate item, so numbered, in Part
C of this Registration Statement
[ALLIANCEBERNSTEIN LOGO]
ACM MANAGED DOLLAR INCOME FUND, INC.
1345 Avenue of the Americas
New York, New York 10105
June [___], 2009
Dear Stockholders:
The Board of Directors (the "Directors") of ACM Managed Dollar Income
Fund, Inc. ("Managed Dollar") is pleased to invite you to a Special Meeting of
Stockholders of Managed Dollar (the "Meeting") to be held on Thursday, July 30,
2009. At this Meeting, we are asking you to approve the acquisition of the
assets and the assumption of the liabilities of Managed Dollar by
AllianceBernstein Global High Income Fund, Inc. ("Global High Income"). We
sometimes refer to each of Managed Dollar and Global High Income as a "Fund" and
together as the "Funds".
The proposed acquisition is described in more detail in the attached
Prospectus/Proxy Statement. You should review the Prospectus/Proxy Statement
carefully and retain it for future reference. If the shareholders of Managed
Dollar approve the acquisition by Global High Income, the acquisition is
expected to take place in the third quarter of 2009.
Global High Income is a substantially larger fund than Managed Dollar. Both
Funds seek high current income and capital appreciation. Managed Dollar's
investments are currently limited to U.S. Dollar-denominated securities while
Global High Income may invest, without limitation, in non-U.S.
Dollar-denominated fixed-income securities. We anticipate that the proposed
acquisition will result in benefits to the stockholders of Managed Dollar,
including a reduction in expenses, as more fully discussed in the
Prospectus/Proxy Statement.
The Directors of Managed Dollar have given careful consideration to the
proposed acquisition and have concluded that the acquisition is in the best
interests of Managed Dollar. The Directors recommend that you vote "for" the
proposed acquisition of Managed Dollar by Global High Income.
If the acquisition of Managed Dollar by Global High Income is approved by
the stockholders of Managed Dollar, each Managed Dollar stockholder will receive
shares of Global High Income having an aggregate net asset value ("NAV") equal
to the aggregate NAV of the stockholder's shares in Managed Dollar. Managed
Dollar would then cease operations and dissolve. You will not be assessed any
sales charges or other individual stockholder fees in connection with the
proposed acquisition.
We welcome your attendance at the Meeting. If you are unable to attend, we
encourage you to authorize proxies to cast your vote. [_______________________]
(the "Proxy Solicitor"), a proxy solicitation firm, has been selected to assist
in the proxy solicitation process. If we have not received your proxy as the
date of the Meeting approaches, you may receive a telephone call from the Proxy
Solicitor to remind you to submit your proxy. No matter how many shares you own,
your vote is important.
Sincerely,
Robert M. Keith
President
[ALLIANCEBERNSTEIN LOGO]
ACM MANAGED DOLLAR INCOME FUND, INC.
1345 Avenue of the Americas
New York, New York 10105
(800) 221-5672
NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS
SCHEDULED FOR JULY 30, 2009
To the stockholders of ACM Managed Dollar Income Fund, Inc. ("Managed Dollar"),
a Maryland corporation:
Notice is hereby given that a Special Meeting of the Stockholders of
Managed Dollar (the "Meeting") will be held at 1345 Avenue of the Americas, 41st
Floor, New York, New York 10105 on Thursday, July 30, 2009, at [___________],
Eastern time, to consider and vote on the following proposal, which is more
fully described in the accompanying Prospectus/Proxy Statement dated
[___________], 2009:
1. To approve an Agreement and Plan of Acquisition and Liquidation
between Managed Dollar and AllianceBernstein Global High Income
Fund, Inc. ("Global High Income") providing for the acquisition by
Global High Income of all of the assets and assumption of all of the
liabilities of Managed Dollar in exchange for shares of Global High
Income and the subsequent dissolution of Managed Dollar and
termination of its registration under the Investment Company Act of
1940, as amended.
2. To transact any other business that may properly come before the
Meeting and any adjournments or postponements thereof.
Any stockholder of record of Managed Dollar at the close of business on
June 8, 2009 is entitled to notice of, and to vote at, the Meeting or any
adjournments or postponements thereof. Proxies are being solicited on behalf of
the Board of Directors. Each stockholder who does not expect to attend the
Meeting and vote in person is requested to complete, date, sign and promptly
return the enclosed proxy card, or to submit voting instructions by telephone as
described on the enclosed proxy card.
By Order of the Board of Directors,
Robert M. Keith
President
New York, New York
June [__], 2009
--------------------------------------------------------------------------------
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. Your vote is very important no matter how many
shares you own. In order to save any additional costs of further proxy
solicitation and to allow the Meeting to be held as scheduled, please complete,
date, sign and return your proxy card promptly.
--------------------------------------------------------------------------------
AllianceBernstein(R) and the AB Logo are registered trademarks and service marks
used by permission of the owner AllianceBernstein L.P.
PROSPECTUS/PROXY STATEMENT
Acquisition of the Assets and Assumption of the Liabilities of
ACM MANAGED DOLLAR INCOME FUND, INC.
By, and in Exchange for Shares of,
ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC.
June [__], 2009
TABLE OF CONTENTS
Questions and Answers [__]
Proposal -- Approval of an Agreement and Plan of
Acquisition and Liquidation between
Managed Dollar and Global High Income [__]
Summary [__]
Comparison of Operating Expense Ratios [__]
Comparison of Investment Advisory Fees [__]
Comparison of Investment Objectives and Policies [__]
Mandatory Tender Offer [__]
Principal Risks [__]
Federal Income Tax Consequences [__]
Service Providers [__]
Comparison of Stockholder services [__]
Comparison of Business Structures [__]
Information about the Proposed Transaction [__]
Introduction [__]
Description of the Plan [__]
Reasons for the Acquisition [__]
Description of Securities to be Issued [__]
Dividends and Other Distributions [__]
Managed Dollar Stock Certificates [__]
Federal Income Tax Consequences [__]
Capitalization Information [__]
Trading History and Share Price Data [__]
Information about the Funds [__]
Management of the Funds [__]
Advisory Agreement and Fees [__]
Administrator [__]
Distributor [__]
Other Service Providers [__]
Voting Information [__]
Legal Matters [__]
Experts [__]
Financial Highlights [__]
Appendix A -- Fee Table [__]
Appendix B -- Comparison of Investment Objectives and Policies [__]
Appendix C -- Description of Principal Risks of the Funds [__]
Appendix D -- Other Information [__]
Appendix E -- Form of Agreement and Plan of Acquisition and
Liquidation between ACM Managed Dollar Income
Fund, Inc. and AllianceBernstein Global High
Income Fund, Inc. [__]
Appendix F -- Capitalization [__]
Appendix G -- Trading History and Share Price Data [__]
Appendix H -- Legal Proceedings [__]
Appendix I -- Share Ownership Information [__]
Appendix J Financial Highlights [__]
QUESTIONS AND ANSWERS
The following questions and answers provide an overview of key features of the
proposed acquisition and of the information contained in this Prospectus/Proxy
Statement. Please review the full Prospectus/Proxy Statement before casting your
vote.
1. What is this document and why did we send it to you?
This is a combined Prospectus/Proxy Statement that provides you with information
about the proposed acquisition (the "Acquisition") of the assets and liabilities
of ACM Managed Dollar Income Fund, Inc. ("Managed Dollar") by AllianceBernstein
Global High Income Fund, Inc. ("Global High Income"). (Global High Income and
Managed Dollar are each a "Fund" and collectively, the "Funds"). This document
also solicits your vote on the Acquisition by requesting that you approve the
Agreement and Plan of Acquisition and Liquidation, dated as of [___________],
2009 (the "Plan"), between Managed Dollar and Global High Income and the
subsequent dissolution of Managed Dollar and termination of its registration
under the Investment Company Act of 1940, as amended (the "Proposal").
On March 11, 2009, the Board of Directors of Managed Dollar (the "Board")
approved and declared advisable the Acquisition and the subsequent dissolution
of Managed Dollar and directed that the Acquisition and dissolution be submitted
to the stockholders for approval at a Special Meeting of Stockholders to be held
on July 30, 2009 at [____________], Eastern time (the "Meeting"). You are
receiving this Prospectus/Proxy Statement because you own shares of Managed
Dollar. The Acquisition will not occur unless it is approved by Managed Dollar
stockholders. This Prospectus/Proxy Statement contains the information you
should know before voting on the Acquisition.
You may contact a Fund at (800) 221-5672 or write to a Fund at 1345 Avenue of
the Americas, New York, NY 10105.
2. Who is eligible to vote on the Acquisition?
Stockholders of record of Managed Dollar at the close of business on June 8,
2009 (the "Record Date") are entitled to notice of, and to vote at, the Meeting
or any adjournment or postponement of the Meeting. If you owned shares of
Managed Dollar on the Record Date, you have the right to vote even if you
subsequently sold your shares.
Each share is entitled to one vote. Shares represented by properly executed
proxies, unless revoked before or at the Meeting, will be voted according to
stockholders' instructions. If you sign and return a proxy card but do not fill
in a vote, your shares will be voted "FOR" the Proposal. If any other business
properly comes before the Meeting, your shares will be voted at the discretion
of the persons named as proxies.
3. How will the Acquisition work?
The Plan provides for (i) the transfer of all of the assets of Managed Dollar to
Global High Income, (ii) the assumption by Global High Income of all of the
liabilities of Managed Dollar, (iii) the liquidating distribution to Managed
Dollar stockholders of shares of Global High Income, equal in aggregate net
asset value ("NAV") to the NAV of their former Managed Dollar shares and (iv)
the cessation of operations and dissolution of Managed Dollar.
As a result of the Acquisition, stockholders of Managed Dollar will no longer
hold shares of Managed Dollar and, instead, will become stockholders of Global
High Income holding shares having the same aggregate NAV as the shares of
Managed Dollar that they held immediately before the Acquisition. Please note
that Managed Dollar stockholders who do not participate in Managed Dollar's
Dividend Reinvestment Plan will receive cash in lieu of fractional shares. You
will not be assessed any sales charges or other individual stockholder fees in
connection with the Acquisition. The expenses of the Acquisition will be borne
by Managed Dollar and the Adviser. Please see the Answer to Question 6 below for
more information about expenses. The Acquisition will not occur unless it is
approved by the stockholders of Managed Dollar.
4. Why is the Acquisition being proposed?
After considering the recommendation of AllianceBernstein L.P. (the "Adviser"),
the Board concluded that participation by Managed Dollar in the Acquisition is
in the best interests of Managed Dollar. The Board also concluded that the
Acquisition would not dilute stockholders' interests. In reaching this
conclusion, the Board considered, among other things, the identical investment
objectives and the similarities and differences among the investment strategies
and policies of the Funds, the expense ratio reduction expected to result from
the Acquisition, the continuity of the portfolio management team, the comparison
of fees for the Funds and the pro forma combined Fund, the trading history of
the Funds, the fact that Managed Dollar has an annual tender offer policy
whereas Global High Income does not, the costs of the Acquisition, and the
tax-free nature of the Acquisition.
5. When will the Acquisition take place?
If the stockholders of Managed Dollar approve the Acquisition on July 30, 2009,
the Acquisition is expected to occur in the third quarter of this year.
6. Who will bear the expenses of the Acquisition?
The expenses of the Acquisition are estimated to be approximately $275,000. Of
this amount, $175,000 will be borne by Managed Dollar, which equates to $.01 per
share; the remainder will be borne by the Adviser. It will take approximately
10 months for Managed Dollar stockholders to make up the additional cost through
the lower expenses of the combined Fund.
7. Where May I Find Additional Information Regarding the Funds?
Additional information about the Funds is available in:
o the Statement of Additional Information ("SAI") dated June [__], 2009
that has been filed with the Securities and Exchange Commission
("SEC") in connection with this Prospectus/Proxy Statement;
o the SAI and each Fund's Annual Report to Stockholders, which contain
audited financial statements for Managed Dollar's and Global High
Income's the fiscal years ended September 30, 2008 and March 31, 2009,
respectively; and
o the Semi-Annual Report for Managed Dollar for the six-month period
ended March 31, 2009.
Managed Dollar's file number is 811-07964 and Global High Income's file number
is 811-07732.
Copies of the Annual and Semi-Annual reports are available at
www.AllianceBernstein.com and are also available, along with the
Prospectus/Proxy Statement and SAI, upon request, without charge, by writing to
or calling the address and telephone number listed below.
AllianceBernstein Investor Services, Inc.
By mail: P.O. Box 786003
San Antonio, TX 78278-6003
For Information: 1-800-221-5672
By phone: For Literature: 1-800-227-4618
All of this information is filed with the SEC. You may view or obtain these
documents from the SEC:
In person: at the SEC's Public Reference Room in Washington, D.C.
By phone: 202-551-8090 (for information on the operations of the
Public Reference Room only)
By mail: Public Reference Section, Securities and Exchange
Commission, Washington, DC 20549-0102 (duplicating fee
required)
By electronic mail: publicinfo@sec.gov (duplicating fee required)
On the Internet: www.sec.gov
-----------
The shares of the Funds are listed and publicly traded on the New York Stock
Exchange ("NYSE") under the following symbols: Managed Dollar - "ADF" and Global
High Income - "AWF." Reports, proxy statements and other information concerning
the Funds may be inspected at the offices of the NYSE.
Other Important Things to Note:
o You may lose money by investing in the Funds.
o The SEC has not approved or disapproved these securities or passed
upon the adequacy of this Prospectus/Proxy Statement. Any
representation to the contrary is a criminal offense.
PROPOSAL
APPROVAL OF AN AGREEMENT AND PLAN OF ACQUISITION AND LIQUIDATION BETWEEN
MANAGED DOLLAR AND GLOBAL HIGH INCOME
On March 11, 2009, the Board of Directors of Managed Dollar (the
"Directors") declared advisable and voted to approve the Plan and the
Acquisition, subject to the approval of the stockholders of Managed Dollar. The
Plan provides for (i) the transfer of all of the assets of Managed Dollar to
Global High Income, (ii) the assumption by Global High Income of all of the
liabilities of Managed Dollar, (iii) the liquidating distribution to Managed
Dollar stockholders of shares of Global High Income, equal in aggregate NAV to
the NAV of their former Managed Dollar shares and (iv) the cessation of
operations and dissolution of Managed Dollar.
Each Managed Dollar stockholder will receive the number of full shares of
Global High Income, plus fractional shares for stockholders that participate in
a Dividend Reinvestment and Cash Purchase Plan ("DRIP") and cash in lieu of any
fractional shares for non-DRIP participating stockholders, having an aggregate
NAV that is equal to the aggregate NAV of the stockholder's shares of Managed
Dollar. Stockholders of Managed Dollar will recognize no gain or loss, except
with respect to cash received in lieu of fractional shares of Global High Income
by non-DRIP stockholders in connection with the Acquisition. If approved by
stockholders of Managed Dollar, the Acquisition is expected to occur in the
third quarter of this year.
An exchange of Managed Dollar shares for Global High Income shares at NAV
may result in Managed Dollar stockholders' receiving Global High Income shares
with an aggregate market value on the date of exchange that is higher or lower
than the market value of their shares immediately prior to the exchange. The
reason for this difference is that the market price for shares of the Funds in
relation to their NAVs may be different, i.e., a Fund's shares may trade at
different discounts or premiums to its NAV.
The stockholders of Managed Dollar must approve the Proposal in order for
the Acquisition to occur. Approval of the Proposal requires the affirmative vote
of the holders of a majority of the votes entitled to be cast. The Acquisition
does not require approval of the stockholders of Global High Income.
A quorum for the transaction of business by stockholders of Managed Dollar
at the Meeting will consist of the presence in person or by proxy of the holders
of a majority of the shares of Managed Dollar entitled to vote at the Meeting.
The Directors concluded that participation by Managed Dollar in the
Acquisition is in the best interests of Managed Dollar. The Directors also
concluded that the Acquisition would not dilute stockholders' interests. In
reaching this conclusion, the Directors considered, among other things, the
identical investment objectives and the similarities and differences among the
investment strategies and policies of the Funds, the expense ratio reduction
expected to result from the Acquisition, the continuity of the portfolio
management team, the comparison of fees for the Funds and the pro forma combined
Fund, the trading history of the Funds, the fact that Managed Dollar has an
annual tender offer policy whereas Global High Income does not, the costs of the
Acquisition, and the tax-free nature of the Acquisition.
For a more complete discussion of the factors considered by the Directors
in approving the Acquisition, see "Reasons for the Acquisition" in Information
About the Proposed Transaction.
SUMMARY
The following summary highlights differences between the Funds. This
summary is not complete and does not contain all of the information that you
should consider before voting on the Acquisition. For more complete information,
please read this entire document. This Prospectus/Proxy Statement, the
accompanying Notice of the Meeting and the enclosed proxy card are being mailed
to stockholders of Managed Dollar on or about June 18, 2009. Note that certain
information is presented as of January 31, 2009. At the March 11, 2009 Special
Meeting of the Boards of Directors of Managed Dollar and Global High Income
referred to below ("Board Meeting"), and at subsequent regular meetings of the
Boards on May 5-7, 2009, the Adviser represented to the Board that, if the
information was updated, it would not differ in any material respect.
Managed Dollar is a non-diversified closed-end fund, with assets of, as of
January 31, 2009 approximately $113 million, that invests in U.S. corporate
fixed-income securities and the balance in fixed-income securities issued or
guaranteed by foreign governments and non-U.S. corporate fixed-income
securities. Global High Income is a non-diversified closed-end fund and is
significantly larger than Managed Dollar, with assets of, as of January 31,
2009, approximately $736 million. Global High Income pursues investment
strategies that are similar to those of Managed Dollar. The principal difference
between the Funds is that Managed Dollar's investments are currently limited to
U.S. Dollar-denominated securites, while Global High Income may invest, without
limitation, in non-U.S. Dollar-denominated fixed-income securities. Both Funds
invest substantially all of their assets in lower-rated fixed-income securities.
Comparison of Operating Expense Ratios
Managed Dollar, because of its relatively small asset size, has higher
operating costs and therefore a higher expense ratio than Global High Income.
The Acquisition is expected to result in an operating expense ratio for the
combined Fund that is lower than the current, actual operating expense ratio of
Managed Dollar. Each Fund uses reverse repurchase agreements to leverage its
portfolio. The use of leverage results in interest expense, which increases a
fund's expense ratio. The amount of leverage used by the Funds, and the
corresponding interest expense, varies from year to year depending on market
conditions and interest rates. Managed Dollar's interest expense is higher than
Global High Income's because it has recently been using a higher level of
leverage. The Acquisition would result in a significant decrease in the
operating expense ratio for Managed Dollar both before and after interest
expense.
The following table illustrates, as of January 31, 2009, the expected
reduction in operating expenses for Managed Dollar, including and excluding
interest expense.
-----------------------------------------------------------------------
Total Annual Total Annual
Expense Ratio Expense Ratio
(excluding interest (including interest
expense) expense)
-----------------------------------------------------------------------
Managed Dollar 1.24% 1.39%
-----------------------------------------------------------------------
Global High Income 1.01% 1.08%
-----------------------------------------------------------------------
Combined Fund 1.01% 1.08%
(pro forma)
-----------------------------------------------------------------------
As the table indicates, the operating expenses per share would be
reduced for Managed Dollar by 0.23%, excluding interest expense, and by .31%,
including interest expense. The Fee Table, attached hereto as Appendix A,
describes the fees and expenses of each Fund as of January 31, 2009 and includes
pro forma expenses for the combined Fund assuming the Acquisition is approved by
Managed Dollar's stockholders.
The expenses of the Acquisition are estimated to be approximately $275,000.
Of this amount, $175,000 will be borne by Managed Dollar, which equates to $.01
per share; the remainder will be borne by the Adviser at the request of the
independent Directors of Managed Dollar. Based on pro forma net assets after
repositioning as of January 31, 2009, the Adviser estimates that the impact of
the $175,000 would be offset by lower expenses in approximately 10 months.
Comparison of Investment Advisory Fees
Global High Income has a higher advisory fee than Managed Dollar. The
higher fee is due to the fact that Global High Income is more complicated to
manage because it is an opportunistic fund that can invest in any number of
sectors and/or currencies in any proportion. Nevertheless, although the advisory
fees for the Managed Dollar stockholders will increase by .15%, as a result of
the Acquisition, the overall expense ratio will be significantly reduced, as
noted above, by .23%, excluding interest expense, and by .31%, including
interest expense. The effective advisory fee rates for the Funds, as of January
31, 2009 expressed as an annualized percentage of net average weekly assets, are
as follows:
Advisory Fee Rates
-----------------------------------
Managed Dollar .75%
Global High Income .90%
Global High Income (pro forma) .90%
In addition, both Funds reimburse the Adviser for administrative services
provided to the Funds. As of January 31, 2009, the administration fees amounted
to 0.12% and 0.02% for Managed Dollar and Global High Income, respectively.
Global High Income's reimbursement cannot exceed 0.15%.
Comparison of Investment Objectives and Policies
The investment objectives and strategies of the Funds are generally similar
except, as discussed below, that Global High Income may invest in non-U.S.
Dollar-denominated fixed-income securities while Managed Dollar's investments
are limited to U.S. Dollar-denominated securities. Global High Income invests
opportunistically in any number of sectors and currencies in any proportion. The
following table shows the investment objective and principal investment
strategies of each Fund:
Investment Objective Principal Investment Strategies
------------------------ -----------------------------------
Managed Dollar Managed Dollar's As a matter of fundamental policy,
primary investment Managed Dollar normally invests at
objective is to seek least 35% of its total assets in
high current income. U.S. corporate fixed-income
Its secondary securities. The balance of the
investment objective is Fund's investment portfolio
capital appreciation. consists of fixed-income securities
issued or guaranteed by foreign
governments and non-U.,S. corporate
fixed-income securities. The Fund
invests in U.S. Dollar-denominated
foreign fixed-income securities.
Substantially all of the Fund's
assets are invested in high yield,
high-risk securities rated below
investment-grade and considered to
be predominantly speculative.
Global High Global High Income's Global High Income is permitted to
Income primary investment invest without limit in debt
objective is to seek securities, including Sovereign
high current income. Debt Obligations (defined as U.S.
Its secondary Dollar-denominated debt securities
investment objective is issued or guaranteed by foreign
capital appreciation. governments, including
participations in loans between
foreign governments and financial
institutions and interests in
entities organized and operated for
the purpose of restructuring the
investment characteristics of
instruments issued or guaranteed by
foreign governments), and
corporate debt, denominated in
non-U.S. currencies as well as in
the U.S. Dollar. In addition, the
Fund may invest without limit in
emerging and developed markets and
in debt securities of U.S. and
non-U.S. corporate issuers.
Global High Income will not invest
25% or more of its total assets in
the Sovereign Debt Obligations of
any one country other than the U.S.
Substantially all of the Fund's
investments will be in high yield,
high risk debt securities that are
low-rated (i.e., below
investment-grade) or unrated and in
both cases that are considered to
be predominantly speculative as
regards the issuer's capacity to
pay interest and repay principal.
The investment strategies of the Funds are similar in that both invest
in U.S. and non-U.S. corporate fixed-income securities and sovereign debt
securities. Both Funds invest substantially all of their assets in lower-rated
securities. Both Funds are non-diversified. There are some differences in the
investment policies of the Funds, primarily that Managed Dollar's investments
are currently limited to U.S. Dollar-denominated securities whereas Global High
Income may invest, without limitation, in securities denominated in foreign
currencies (as of March 31, 2009, approximately 6.4% of Global High Income's
total assets were invested in foreign currency denominated securities). Managed
Dollar has a fundamental policy to invest at least 35% of its assets in U.S.
corporate fixed-income securities in contrast to the flexibility of Global High
Income's investment strategies, which include both U.S. and non-U.S. corporate
fixed-income securities but do not require a specific amount of the Fund's
assets to be invested in these securities. A more detailed comparison of the
investment objectives, policies and strategies of the Funds is included herein
as Appendix B. You will find additional information about Global High Income in
the SAI.
The Adviser expects to reposition Managed Dollar's portfolio prior to
the Acquisition. To facilitate this repositioning, the Directors approved the
elimination of Managed Dollar's non-fundamental policy to limit its investments
to U.S. Dollar-denominated fixed-income securities and to permit it to invest in
both U.S. Dollar-denominated securities and non-U.S. Dollar-denominated
securities. This new policy will become effective upon stockholder approval of
the Acquisition. The Adviser expects to transition a portion of Managed Dollar's
portfolio into higher-yielding, non-U.S. Dollar-denominated securities prior to
consummation of the Acquisition. The anticipated result of the proposed
repositioning is to minimize any reduction in earnings power (net income as a
percent of net assets) for Global High Income as a result of the Acquisition and
to increase the earnings power of Managed Dollar both before and after the
repositioning. The table below shows the impact of the Acquisition on the Funds'
earnings power as of February 11, 2009, both before and after the anticipated
repositioning. The costs of the repositioning, which are expected to range
between $27,000 and $54,000, will be borne by Managed Dollar's stockholders.
--------------------------------------------------------------------------------
Earnings Power
Fund Earnings Power After Repositioning
--------------------------------------------------------------------------------
Managed Dollar 9.20% 10.85%
--------------------------------------------------------------------------------
Global High Income 11.75% 11.75%
--------------------------------------------------------------------------------
Global High Income (pro forma) 11.44% 11.66%
--------------------------------------------------------------------------------
Mandatory Tender Offer
Managed Dollar's 1993 Prospectus for its initial public offering provides
that it will conduct an annual tender offer for its shares at NAV during the
second quarter of each year if its shares have traded at an average discount
from NAV of 3% or more determined on the basis of the discount or premium as of
the last trading day in each week during a designated 12-week period ("Measuring
Period"). The most recent Measuring Period ended Friday, May 1, 2009, and the
average discount from NAV exceeded 3% during the Measuring Period. As a result,
Managed Dollar commenced a tender offer for up to 924,778 shares of its
common stock representing approximately 5% of the outstanding shares. The
tender offer expired on June 1, 2009 and Managed Dollar accepted that number of
shares for payment at $[_________] per share, which was the NAV of a share on
June 2, 2009. A total of [__________] shares were properly tendered and, on a
pro rated basis because the tender offer was oversubscribed, [___]% of each
tendering shareholder's shares were accepted for purchase.
The purpose of the tender offer commitment is to reduce or eliminate a
discount to NAV. While the Fund's experience has demonstrated that the tender
offers have no long-lasting positive effect on the discount, the tender offers
provide the Fund's stockholders with some measure of liquidity, since they
permit stockholders to sell at least a portion of their shares at NAV rather
than at market value.
Global High Income has no mandatory tender offer provision. However,
Global High Income does have a policy, at the discretion of the Directors, to
effect share repurchases or make a tender offer for its shares in any quarter
if, during the 12 calendar weeks preceding the quarter, its shares have traded
at a discount to NAV in excess of 5%. Global High Income has not conducted a
tender offer or repurchased shares to date.
Principal Risks
Each Fund is subject to market risk, interest rate risk, credit risk,
foreign (non-U.S.) risk, leverage risk and diversification risk. Global High
Income is also subject to currency risk, as it may invest in non-U.S.
Dollar-denominated securities while Managed Dollar does not invest in such
securities. In addition, Global High Income is subject to greater foreign
(non-U.S.) risk because it may invest without limit in securities of non-U.S.
issuers whereas Managed Dollar normally invests at least 35% of its total assets
in U.S. corporate fixed-income securities. Global High Income may be a riskier
investment than Managed Dollar because of these differes, but the Advisor
believes that these risks should tend to be reduced because of Global High
Income's diversified, multi-sector investment strategy. A description of each of
these risks and other potential risks is provided in Appendix C.
Federal Income Tax Consequences
No gain or loss will be recognized by Managed Dollar or its stockholders
except with respect to cash received in lieu of fractional shares of Global High
Income by non-DRIP stockholders, as a result of the Acquisition. The aggregate
tax basis of the shares of Global High Income received by a stockholder of
Managed Dollar (including any fractional shares to which the stockholder may be
entitled) will be the same as the aggregate tax basis of the stockholder's
shares of Managed Dollar, decreased by any cash received and increased by any
gain recognized with respect to cash received in lieu of fractional shares by
non-DRIP stockholders. The holding period of the shares of Global High Income
received by a stockholder of Managed Dollar (including any fractional shares to
which the stockholder may be entitled) will include the holding period of the
shares of Managed Dollar held by the stockholder, provided that such shares are
held as capital assets by the stockholder of Managed Dollar at the time of the
Acquisition. The holding period and tax basis of each asset of Managed Dollar in
the hands of Global High Income as a result of the Acquisition will be the same
as the holding period and tax basis of each such asset in the hands of Managed
Dollar prior to the Acquisition. Any gain or loss realized by a stockholder of
Managed Dollar upon receipt of cash in lieu of fractional shares of Global High
Income by non-DRIP stockholders will be recognized by the stockholder and
measured by the difference between the amount of cash received and the basis of
the factional share and, provided that the Managed Dollar shares surrendered
constitute capital assets in the hands of the stockholder, will be capital gain
or loss. This tax information is based on the advice of Seward & Kissel LLP,
counsel to each of the Funds. It is a condition to the closing of the
Acquisition that such advice be confirmed in a written opinion of counsel. An
opinion of counsel is not binding on the Internal Revenue Service. Additional
tax considerations are discussed under the section on "Federal Income Tax
Consequences" in Information About the Proposed Transactions.
Managed Dollar has, as of January 30, 2009, net realized capital losses
and unrealized depreciation and substantial capital loss carryforwards as a
percentage of net assets. No distribution of capital gains to Managed Dollar
stockholders prior to the Acquisition is anticipated.
Managed Dollar has, as of January 30, 2009, capital loss carryforwards of
approximately $64 million or $3.48 per share. Global High Income has, as of
January 30, 2009, no capital loss carryforwards, although it has significant
unrealized depreciation of $225 million. After the Acquisition, the combined
Fund's capital loss carryforwards will be approximately $64 million or $0.73 per
share. As a result, the amount of capital loss carryforwards available to
Managed Dollar stockholders will decrease significantly. However, the
availability of the capital loss carryforwards for Managed Dollar before the
Acquisition and in the combined Fund after the Acquisition may not be meaningful
as it is unlikely that enough capital gains would be generated in either case to
use all the capital loss carryforwards before they expire.
Service Providers
The Adviser serves as the administrator for both Funds and will continue
in this capacity after the Acquisition. State Street Bank and Trust Company is
the custodian for Managed Dollar and The Bank of New York Mellon serves as
custodian for Global High Income and will continue to serve in that capacity for
the combined Fund after the Acquisition. Computershare Trust Company, N.A. is
the transfer agent for both Funds and will continue to serve in that capacity
after the Acquisition.
Comparison of Business Structures
Each Fund is organized as a Maryland corporation and is governed by its
Charter, Bylaws and Maryland law. Generally, there are no significant
differences between the Funds in terms of their respective corporate
organizational structure. For more information on the comparison of the business
structure of the Funds, see Appendix D.
INFORMATION ABOUT THE PROPOSED TRANSACTION
Introduction
This Prospectus/Proxy Statement is provided to you to solicit your proxy
for exercise at the Meeting to approve the acquisition of the assets and
assumption of the liabilities of Managed Dollar by Global High Income and the
subsequent liquidation and dissolution of Managed Dollar. The Meeting will be
held at 1345 Avenue of the Americas, 41st Floor, New York, New York 10105 at
[_________], Eastern time, on July 30, 2009. This Prospectus/Proxy Statement,
the accompanying Notice of the Special Meeting of Stockholders and the enclosed
proxy card are being mailed to stockholders of Managed Dollar on or about June
18, 2009.
Description of the Plan
As provided in the Plan, Global High Income will acquire all the assets
and assume all the liabilities of Managed Dollar at the effective time of the
Acquisition (the "Effective Time"). In return, Global High Income will issue,
and Managed Dollar will distribute to its stockholders, a number of full and
fractional shares of Global High Income (and cash in lieu of fractional shares
for non-DRIP stockholders), determined by dividing the net value of all the
assets of Managed Dollar by the NAV of one share of Global High Income. For this
purpose, the Plan provides the times for and methods of determining the net
value of the assets of each Fund. The Plan provides that stockholders of Managed
Dollar will be credited with shares of Global High Income (or cash in lieu of
fractional shares for non-DRIP stockholders) corresponding to the aggregate NAV
of Managed Dollar's shares that the stockholder holds of record at the Effective
Time.
Following the distribution of shares of Global High Income in full
liquidation of Managed Dollar, Managed Dollar will wind up its affairs and
liquidate and dissolve as soon as is reasonably practicable after the
Acquisition. In the event the Acquisition does not receive the required
stockholder approval, Managed Dollar will continue its operations and its
Directors will consider what future action, if any, is appropriate.
The projected expenses of the Acquisition, largely those for legal,
accounting, printing and proxy solicitation expenses, are estimated to total
approximately $275,000. Of this amount, $175,000 will be borne by Managed
Dollar, which equates to $.01 per share; the remainder will be borne by the
Adviser at the request of the independent Directors of Managed Dollar.
The Acquisition is expected to occur in the third quarter of this year.
The Acquisition is conditioned upon approval of the Plan by Managed Dollar
stockholders and Managed Dollar satisfying the terms of the Plan. Under
applicable legal and regulatory requirements, none of Managed Dollar's
stockholders will be entitled to exercise objecting stockholders' appraisal
rights, i.e., to demand the fair value of their shares in connection with the
Acquisition. Therefore, stockholders will be bound by the terms of the
Acquisition under the Plan. However, any stockholder of Managed Dollar may sell
shares of the Fund's common stock on the NYSE prior to the Acquisition. The
shares of Managed Dollar may cease trading on the NYSE beginning several days
prior to the date of the Acquisition. Any cessation of trading will be
accomplished in compliance with NYSE rules, including issuance of a press
release.
After the Acquisition, Managed Dollar's shares of common stock will be
removed from listing on the NYSE. In addition, Managed Dollar's shares of common
stock will be withdrawn from registration under the Securities Exchange Act of
1934. Managed Dollar will deregister as an investment company under the
Investment Company Act of 1940, as amended (the "1940 Act") and will dissolve
under Maryland law.
Completion of the Acquisition is subject to certain conditions set forth
in the Plan, some of which may be waived by a party to the Plan. The Plan may be
amended in any mutually agreed manner, except that no amendment may be made
subsequent to stockholder approval of the Acquisition that materially alters the
obligations of either party. The parties to the Plan may terminate the Plan by
mutual consent and either party has the right to terminate the Plan under
certain circumstances. Among other circumstances, either party may at any time
terminate the Plan unilaterally upon a determination by the party's Board of
Directors that proceeding with the Plan is not in the best interests of the Fund
or its stockholders.
A copy of a form of the Plan is attached as Appendix E.
Reasons for the Acquisition
At the Board Meeting, the Adviser recommended that the Directors approve
and recommend to Managed Dollar stockholders for their approval the proposed
Plan and the Acquisition. The Directors considered the factors discussed below
from the point of view of the interests of Managed Dollar and its stockholders.
After careful consideration, the Directors (including all Directors who are not
"interested persons" of the Fund, the Adviser or its affiliates) determined that
the Acquisition would be in the best interests of Managed Dollar and that the
interests of existing stockholders of the Funds would not be diluted as a result
of the Acquisition. The Directors approved the Plan and the Acquisition and
recommended that the stockholders of Managed Dollar vote in favor of the
Acquisition by approving the Proposal.
The Adviser presented the following reasons in favor of the Acquisition:
o The Adviser discussed with the Directors that Managed Dollar is a
relatively small fund, with net assets of $113 million as of January
31, 2009, compared to Global High Income, with net assets of
approximately $736 million as of January 31, 2009. Because of its
small size, Managed Dollar's expense ratio is approximately 0.23%
higher than Global High Income's not withstanding the fact that Global
High Inconme pays an advisory fee that is 0.15% higher than that of
Managed Dollar. The Funds pursue identical investment objectives of
seeking high current income, with capital appreciation as a secondary
objective. Both employ leverage opportunistically through the use of
derivative investments, such as reverse repurchase agreements and
credit default swaps. Although their policies permit them to do so,
neither Fund has outstanding bank borrowings or issues of preferred
stock.
o The Adviser also discussed with the Directors that the investment
strategies of the Funds are generally similar in that both invest in
U.S. and non-U.S. corporate fixed-income securities and sovereign debt
securities. The Adviser noted that both Funds invest substantially all
of their assets in lower-rated securities. Both Funds are
non-diversified. The Adviser explained that the Funds' investment
strategies and policies differ in two primary ways. Managed Dollar's
investments are limited to U.S. Dollar-denominated securities, whereas
Global High Income may invest without limitation in securities
denominated in foreign currencies, including emerging market debt
securities denominated in local currency. As of January 31, 2009,
approximately 6.4% of Global High Income's total assets were invested
in foreign currency denominated securities. Managed Dollar also has a
fundamental policy to invest at least 35% of its assets in U.S.
corporate fixed-income securities in contrast to the flexibility of
Global High Income's investment strategies, which do not require a
specific amount of the Fund's assets to be invested in these
securities.
o The Adviser also discussed with the Directors that Managed Dollar and
Global High Income were both launched in 1993, Global High Income as
Alliance World Dollar Government Fund II ("World Dollar Government").
Both Funds, intended for investors seeking high current income and
capital appreciation, were part of a succession of closed-end funds
launched by the Adviser in 1992 and 1993, employing an investment
approach that paired the relative safety of the U.S. Dollar with a
higher risk offering, which was composed of a portfolio of high yield,
high risk U.S. and U.S. Dollar-denominated non-U.S. fixed-income
securities, including investments in emerging market securities. In
2006, Global High Income's stockholders voted to remove the investment
restriction relating to U.S. Dollar-denominated securities and the
Fund adopted its present name and more flexible investment strategy
that allows it to seek high income from many sources. The Adviser had
proposed the expansion of Global High Income's investment guidelines
in response to developments in emerging market economies, including
increases in credit quality, reductions in volatility, and the growing
importance of local currency debt as a funding medium for emerging
economies.
o The Adviser also discussed with the Directors that, in their
respective initial public offerings, Global High Income raised
approximately $837 million and Managed Dollar raised approximately
$383 million, in each case net of underwriting discounts and
commissions. As of January 31, 2009, Global High Income (which
acquired the assets and liabilities of its sibling closed-end fund,
Alliance World Dollar Government Fund, in April 2007) had net assets
of approximately $736 million, while Managed Dollar had net assets of
approximately $113 million. The Adviser explained that the decline in
both Funds' assets has been affected by recent negative market
performance, but that the decline in Managed Dollar's assets is also,
as discussed below, largely attributable to the Fund's many mandatory
tender offers. Although Managed Dollar has succeeded in reducing its
operating expenses by altering its administrative arrangements and
eliminating its loan facility, the Fund's expense ratio, excluding
interest expense, has risen steadily to its current level of 1.24% as
of January 31, 2009.
o The Adviser also discussed with the Directors that Managed Dollar's
1993 Prospectus for its initial public offering provides that the Fund
would conduct an annual tender offer for its shares at NAV during the
second quarter of each year if the Fund's shares have traded at an
average discount from NAV of 3% or more determined on the basis of the
discount or premium as of the last trading day in each week during a
designated 12-week period ("Measuring Period"). Under this provision,
six tender offers have been conducted since 1995 (1997, 2001, 2005,
2006, 2007 and 2008).
o The Adviser also discussed with the Directors that, as noted above,
the tender offers have been the principal cause of the reduction in
Managed Dollar's asset size from approximately $383 million at the
time of its initial public offering in 1993 to approximately $113
million as of January 31, 2009. According to the Adviser, the
long-term viability of Managed Dollar, given the steady decrease in
assets since 2004 due to its undertaking to conduct these annual
tender offers, is questionable. The Adviser advised the Directors that
a tender offer would likely be required as a result of the most recent
Measuring Period, leading to a further reduction in Managed Dollar's
assets.
o The Adviser also discussed with the Directors that Global High Income
does not have a mandatory tender offer policy, and has never made a
tender offer for its shares, although at the discretion of the
Directors, the Fund may effect share repurchases or make a tender
offer for its shares in any quarter if, during the 12 calendar weeks
preceding the quarter, the Fund's shares have traded at a discount to
NAV in excess of 5%.
o The Adviser also discussed with Directors that, despite weaker
short-term performance during the past year, Global High Income over
the long-term has outperformed Managed Dollar by .65%, .08%, and
4.72%, on an average annual returns basis, for the 3-, 5-, and 10-year
periods ended January 31, 2009, respectively. The longer-term
outperformance of Global High Income relative to Managed Dollar is
attributable to the previous investment mandate, when Global High
Income was World Dollar Government. Under this mandate, Global High
Income invested predominantly in emerging market debt, which
outperformed other sectors, such as U.S. corporate fixed-income
securities, during much of the last ten years. For the one-year period
ended January 31, 2009, Global High Income underperformed Managed
Dollar by 4.09%, due to the relative weakness of non-U.S.
Dollar-denominated securities, a higher degree of leverage than
Managed Dollar during a period of difficult credit, and lower exposure
to emerging markets relative to Managed Dollar. On a calendar year
basis, Global High Income outperformed Managed Dollar in six out of
the last ten years by an average of 8.85% and, in the other four
calendar years, underperformed Managed Dollar by an average of 2.05%.
o The Adviser also discussed with the Directors that, at the close of
trading on December 31, 2008 and January 30, 2009, Managed Dollar's
shares were trading at discounts of 20.67% and 17.02%, respectively,
while Global High Income's shares were trading at discounts of 19.64%
and 4.05%, respectively. The Adviser noted that Global High Income's
shares have historically traded at a lower premium or higher discount
than Managed Dollar's shares. According to the Adviser, Global High
Income's shares began to trade at less of a discount than Managed
Dollar's shares in September of 2007. In March 2008, the Funds' shares
reached trading parity again, but from that time to the present Global
High Income's shares have continued to trade at less of a discount
than Managed Dollar's shares. The Advisor believed that, while no
assurances can be given that the recent discount performance of Global
High Income will persist, the type of discount differential that has
existed in the past 18 months is significant. For example, the Adviser
noted that the dollar value of reducing Managed Dollar's discount from
21.55% (the level on February 20, 2009) to 17.53% (Global Income's on
the same date) would have been $4.4 million.
o In recommending the Acquisition and Plan for approval, the Adviser
noted to the Directors that it believed that the Acquisition would
offer Managed Dollar stockholders a similar investment alternative in
the leveraged closed-end fund structure with which they are familiar,
with lower total expenses, greater earnings power, and a more robust
share price than Managed Dollar. In particular, the Adviser believed
that Global High Income's more flexible, opportunistic investment
approach should benefit Managed Dollar's stockholders in the
long-term.
At the Board Meeting, the Directors (with the advice and assistance of
independent counsel) also considered, among other things.
o that Global High Income's investment advisory fee of 0.90% is higher
than Managed Dollar's fee of 0.75%, which the Adviser believed is
warranted because Global High Income is a more complicated fund to
manage in that it invests in a number of sectors and currencies and
requires a greater contribution from the Adviser's portfolio managers
and research staff;
o that both Funds reimburse the Adviser for administrative services (as
of January 31, 2009, the administrative fees amounted to 0.12% for
Managed Dollar and 0.02% for Global High Income) and that Global High
Income's reimbursement cannot exceed 0.15%;
o potential stockholder benefits including (i) the fact that, while
Global High Income's advisory fee is higher than Managed Dollar's
advisory fee, total expenses before and after interest expense of the
combined Fund would be significantly lower than the current expenses
before and after interest expense of Managed Dollar (an expense ratio
reduction of 0.23% before interest expense and 0.31% after interest
expense), (ii) the potential for Managed Dollar's stockholders to
benefit from increased earnings of the combined Fund due to the higher
earnings of Global High Income, and (iii) the redeployment of Managed
Dollar's portfolio prior to the Acquisition to take advantage of
Global High Income's ability to invest in non-U.S. Dollar-denominated
fixed-income securities;
o the current asset levels of Managed Dollar and the combined pro forma
asset levels of Global High Income;
o the identical investment objectives and similar principal investment
strategies of the Funds, as well as the fact that Global High Income
may also invest in non-U.S. Dollar-denominated fixed-income securities
rather than being restricted to U.S. Dollar-denominated fixed-income
securities as is Managed Dollar;
o the distribution and trading history of the Funds; (trading price
information for the Funds is provided in Appendix G);
o the amount and type of leverage used by the Funds;
o the portfolio management team of each Fund, which includes members of
the Adviser's Global Fixed Income Team and Global Credit Investment
Management Team, and that the portfolio management team of Global High
Income will continue to manage the combined portfolios after the
Acquisition;
o that Managed Dollar has net realized capital losses and unrealized
depreciation, and loss carryforwards of approximately $64 million, or
$3.48 per share, and that Global High Income has no capital loss
carryforwards, although it does have significant unrealized
depreciation of $225 million; that the combined Fund will have, as a
result of the Acquisition (if it had occurred as of January 31,2009),
net capital loss carryforwards of approximately $64 million, or $0.73
per share, which means that the capital loss carryforwards available
to Managed Dollar's stockholders will decrease significantly; and that
the availability of these capital loss carry forwards, either before
or after the Acquisition, may not, in the Adviser's view, be
meaningful as it is unlikely the enough capital gains would be
generated in either case to use the capital loss carryforwards before
they expire;
o the form of the Plan and the terms and conditions of the Acquisition;
o whether the Acquisition would result in the dilution of stockholders'
interests;
o the number of stockholder accounts and average account sizes of the
Funds;
o no changes in service providers will result from the Acquisition;
o the fact that realignment of the investment holdings of Managed Dollar
before the effective date of the Acquisition is anticipated and
associated costs would be borne by Managed Dollar;
o the benefits of the Acquisition to persons other than Managed Dollar
and its stockholders, in particular, the Adviser, which will benefit
from the elimination of monitoring and administering the relatively
small Managed Dollar and from increased advisory fees on the acquired
assets;
o the fact that Global High Income will assume all the liabilities of
Managed Dollar;
o the expected federal income tax consequences of the Acquisition;
o the Adviser's representation that none of the financial information
presented to the Directors had changed materially since January 31,
2009;
o whether the Acquisition would be preferable to acquisition of Managed
Dollar by potential acquirers other than Global High Income, including
funds that are not sponsored by the Adviser, or the liquidation of
Managed Dollar;
o that the costs of the Acquisition will be shared by Managed Dollar and
the Adviser; and
o the fact that the Adviser has agreed to indemnify Global High Income
for a three-year period against any liability not disclosed or not
reflected in the NAV of Managed Dollar at the time of the Acquisition,
to reimburse Global High Income for any reasonable legal or other
costs and expenses costs in connection with investigating any such
liability, and to continue certain insurance coverage for a six-year
period.
At the Board Meeting, the Board of Directors of Global High Income
(comprised of the same members as the Directors of Managed Dollar) approved the
proposed Plan. No vote of Global High Income stockholders is required to approve
the Acquisition.
Description of Securities to be Issued
Under the Plan, Global High Income will issue additional shares of common
stock for distribution to Managed Dollar. Under its Charter, Global High Income
may issue up to 100,000,000 shares of common stock, par value $.01 per share.
Each share of Global High Income represents an equal proportionate interest with
other shares of the Fund. Each share has equal earnings, assets and voting
privileges and is entitled to dividends and other distributions out of the
income earned and gain realized on the assets belonging to Global High Income as
authorized by the Board of Directors. Shares of Global High Income entitle their
holders to one vote per full share and fractional votes for fractional shares
held. Shares of Global High Income received by stockholders of Managed Dollar
will be issued at NAV without a sales charge, fully paid and non-assessable.
Dividends and Other Distributions
On or before the Closing Date, as defined in the Plan, Managed Dollar
will, if necessary, declare and pay as a distribution substantially all of its
undistributed net investment income, net short-term capital gain, net long-term
capital gain and net gains from foreign currency transactions, as applicable, to
maintain its treatment as a regulated investment company.
Managed Dollar Stock Certificates
After the Plan's Effective Time, each holder of a certificate (or
certificates) formerly representing shares of Managed Dollar will not receive,
upon surrender of the certificate, a certificate representing the number of
Global High Income shares distributable as a result of the Acquisition since
Global High Income will not issue certificates representing Global High Income
shares in connection with the Acquisition. Ownership of Global High Income's
shares will be shown on the books of Global High Income's transfer agent. If you
currently hold certificates representing shares of Managed Dollar, it is not
necessary to surrender the certificates.
Federal Income Tax Consequences
Subject to certain stated assumptions contained therein, Managed Dollar
will receive an opinion of Seward & Kissel LLP, its counsel, substantially to
the following effect: (i) the Acquisition will constitute a "reorganization"
within the meaning of Section 368(a) of the United States Internal Revenue Code
of 1986, as amended (the "Code") and that Managed Dollar and Global High Income
will each be "a party to a reorganization" within the meaning of Section 368(b)
of the Code; (ii) a stockholder of Managed Dollar will recognize no gain or loss
on the exchange of the stockholder's shares of Managed Dollar solely for shares
of Global High Income, except with respect to cash received in lieu of a
fractional share of Global High Income by non-DRIP stockholders in connection
with the Acquisition; (iii) neither Managed Dollar nor Global High Income will
recognize any gain or loss upon the transfer of all of the assets of Managed
Dollar to Global High Income in exchange for shares of Global High Income (plus
cash in lieu of certain fractional shares by non-DRIP stockholders) and the
assumption by Global High Income of the liabilities of Managed Dollar pursuant
to the Plan or upon the distribution of shares of Global High Income to
stockholders of Managed Dollar (and cash to non-DRIP stockholders for their
fractional shares) in exchange for their respective shares of Managed Dollar;
(iv) the holding period and tax basis of the assets of Managed Dollar acquired
by Global High Income will be the same as the holding period and tax basis that
Managed Dollar had in such assets immediately prior to the Acquisition; (v) the
aggregate tax basis of shares of Global High Income received in connection with
the Acquisition by each stockholder of Managed Dollar (including any fractional
share to which the stockholder may be entitled) will be the same as the
aggregate tax basis of the shares of Managed Dollar surrendered in exchange
therefore; (vi) the holding period of shares of Global High Income received in
connection with the Acquisition by each stockholder of Managed Dollar (including
any fractional share to which the stockholder may be entitled) will include the
holding period of the shares of Managed Dollar surrendered in exchange
therefore, provided that such Managed Dollar shares constitute capital assets in
the hands of the stockholder as of the Closing Date; (vii) Global High Income
will succeed to the capital loss carryovers of Managed Dollar, if any, under
Section 381 of the Code, but the use by Global High Income of any such capital
loss carryovers (and of capital loss carryovers of Global High Income) may be
subject to limitation under certain sections of the Code; and (viii) any gain or
loss realized by a non-DRIP stockholder of Managed Dollar upon the receipt of
cash for a fractional share of Global High Income to which the stockholder is
entitled will be recognized to the stockholder and measured by the difference
between the amount of cash received and the basis of the fractional share and,
provided that the Managed Dollar shares surrendered constitute capital assets in
the ahnds of the stockholder, will be capital gain or loss. This opinion of
counsel will not be binding on the Internal Revenue Service or a court and there
is no assurance that the Internal Revenue Service or a court will not take a
view contrary to those expressed in the opinion.
Stockholders of Managed Dollar are encouraged to consult their tax
advisers regarding the effect, if any, of the Acquisition in light of their
individual circumstances. Because the foregoing only relates to the federal
income tax consequences of the Acquisition, those stockholders also should
consult their tax advisers as to state and local tax consequences, if any, of
the Acquisition.
Capitalization Information
For information on the existing and pro forma capitalization of the Funds,
see Appendix F.
Trading History and Share Price Data
For information on the trading history and share price data for the Funds,
see Appendix G.
INFORMATION ABOUT THE FUNDS
Managed Dollar and Global High Income are each a non-diversified,
closed-end management investment company registered under the 1940 Act and
organized as a Maryland corporation in 1993.
Management of the Funds
The Board of Directors of each Fund directs the management of the business
and affairs of the Fund. Each Board of Directors approves all significant
agreements between the respective Fund and persons or companies furnishing
services to it, including a Fund's agreements with the Adviser and the Fund's
administrator, custodian and transfer and dividend disbursing agent. The
day-to-day operations of a Fund are delegated to its officers and the Fund's
administrator, subject to the Fund's investment objective and policies and to
general supervision by the Fund's Board of Directors. Subsequent to the
consummation of the Acquisition, the directors and officers of Global High
Income will continue to serve as the directors and officers of the combined
Fund.
The day-to-day management of, and investment decisions for, each of
Managed Dollar and Global High Income are made by members of the Global Fixed
Income Team and Global Credit Investment Team. Messrs. Paul J. DeNoon and
Gershon M. Distenfeld, members of the Global Fixed Income Team and Global Credit
Investment Team, are primarily responsible for the day-to-day management of
Managed Dollar's portfolio. Messrs. Paul J. DeNoon, Fernando Grisales, Michael
Mon, Douglas J. Peebles, and Matthew S. Sheridan, members of the Global Fixed
Income Team and Global Credit Team, are primarily responsible for the day-to-day
management of Global High Income's portfolio. Mr. DeNoon is a Senior Vice
President of the Adviser, with which he has been associated in a substantially
similar capacity to his current position since prior to 2004. Messrs.
Distenfeld, Mon and Sheridan are Vice Presidents of the Adviser, with which they
have been associated in a substantially similar capacity to their current
positions since prior to 2004. Mr. Grisales is an Assistant Vice President of
the Adviser, with which he has been associated in a substantially similar
capacity to his current position since prior to 2004. Mr. Peebles is an
Executive Vice President of the Adviser, with which he has been associated in a
substantially similar capacity to his current position since prior to 2004. Mr.
DeNoon is also Director of Emerging Market Debt, and Mr. Peebles is also Chief
Investment Officer and Head of Fixed Income.
Subsequent to the consummation of the Acquisition, Messrs. Paul J. DeNoon,
Fernando Grisales, Michael Mon, Douglas J. Peebles, and Matthew S. Sheridan will
continue to be primarily responsible for the day-to-day management of the
combined Fund. The SAI provides additional information about the portfolio
managers' compensation, other accounts managed by the portfolio managers, and
the portfolio managers' ownership of securities in the Funds.
Advisory Agreement and Fees
Each Fund's investment adviser is AllianceBernstein L.P. (the "Adviser"),
whose address is 1345 Avenue of the Americas, New York, New York 10105. The
Adviser is a leading international investment adviser managing client accounts
with assets as of December 31, 2008 totaling omore than $462 billion (of which
approximately $65 billion represented the assets of investment companies). As of
December 31, 2008, the Adviser managed retirement assets for many of the largest
public and private employee benefit plans (including 49 of the nation's FORTUNE
100 companies), for public employee retirement funds in 38 states, for
investment companies, and for foundations, endowments, banks and insurance
companies worldwide. The 36 registered investment companies managed by the
Adviser, comprising 104 separate investment portfolios, have approximately 4.0
million retail accounts. The Adviser also serves as administrator for each Fund.
Under each Fund's advisory agreement with the Adviser (the "Advisory
Agreement"), the Adviser provides investment advisory services to the Funds.
Under the Advisory Agreement of Managed Dollar, the Fund paid the Adviser an
advisory fee at an annual rate of .75 of 1% of the average weekly adjusted net
assets of the Fund. Such fee is accrued daily and paid monthly. Under the
Advisory Agreement of Global High Income, the Fund paid the Adviser an advisory
fee at an annual rate of .90% of the Fund's average weekly net assets. Such fee
is accrued daily and paid monthly.
The Advisory Agreements by their terms continue in effect from year to
year if such continuance is specifically approved, at least annually, by a
majority vote of the directors of a Fund who neither are interested persons of
the Fund nor have any direct or indirect financial interest in the Advisory
Agreement, cast in person at a meeting called for the purpose of voting on such
approval. A discussion regarding the basis for the Board of Directors approving
the advisory agreements of Managed Dollar and Global High Income is available in
Managed Dollar's Semi-Annual Report to Shareholders for the six-month period
ended March 31, 2008 and Global High Income's Annual Report to Shareholders for
its fiscal year ended March 31, 2008, respectively.
Administrator
The Adviser serves as administrator for Managed Dollar and Global High
Income and performs standard administration services for the Funds. Pursuant to
an Administration Agreement, Managed Dollar reimburses the Adviser for its costs
incurred for providing administrative services. The amount reimbursed by Managed
Dollar, as of January 31, 2009, was .12% of average weekly net assets. Pursuant
to the Advisory Agreement, Global High Income reimburses the Adviser for its
costs if incurred for providing administrative services. The amount reimbursed
by Global High Income, as of January 31, 2009, was .02% of average weekly net
assets.
Other Service Providers
State Street Bank and Trust Company, One Lincoln Street, Boston, MA
02111, serves as custodian for Managed Dollar and The Bank of New York Mellon,
100 Church Street, New York, NY 10286, serves as custodian for Global High
Income. Computershare Trust Company, N.A., P.O. Box 43010, Providence, RI 02940,
serves as dividend paying agent, transfer agent and registrar and accounting
agent for the Funds. After the Acquisition, The Bank of New York Mellon and
Computershare Trust Company will serve, respectively, as custodian and transfer
agent for the combined Fund. AllianceBernstein Investor Services, Inc. ("ABIS"),
an affiliate of the Adviser, provides shareholder services for the Funds. The
Funds compensate ABIS for these services.
VOTING INFORMATION
The Directors have fixed the close of business on June 8, 2009 as the
record date for the determination of stockholders entitled to notice of, and to
vote at, the Meeting and at any adjournments thereof. Appendix I to this
Prospectus/Proxy Statement lists the total number of Managed Dollar shares
outstanding as of that date entitled to vote at the Meeting. It also identifies
holders of more than five percent of any class of shares of each Fund, and
contains information about the executive officers and Directors of the Funds and
their shareholdings in the Funds.
Those shareholders who hold shares directly and not through a broker or
nominee (that is, a shareholder 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 either telephoning toll free [1-800-331-5817].
Shares held for a shareholder through a broker or nominee (who is the
shareholder of record for those shares) should be voted by following the
instructions provided to the shareholder by the broker or nominee. The telephone
and Internet voting instructions to be followed by a shareholder of record,
including use of the Control Number on the shareholder's Proxy Card, are
designed to verify shareholder identities, to allow shareholders to give voting
instructions and to confirm that shareholder instructions have been recorded
properly. Shareholders who authorize proxies by telephone or through the
Internet should not also return a Proxy Card. Shareholders who authorize proxies
through the Internet should be aware that they are responsible for any
applicable telecommunication and access charges. A shareholder of record may
revoke that shareholder's proxy at any time prior to exercise thereof by giving
written notice to the Secretary of the Fund 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 the discretionary power to vote).
Approval of the Proposal by the shareholders of Managed Dollar requires
the affirmative vote of a majority of the votes entitled to be cast.
Abstentions and broker non-votes will be considered present for purposes
of determining the existence of a quorum for the transaction of business at the
meeting but will have the effect of a vote against the Proposal. If any
proposal, other than the Proposal to be voted on by the stockholders of each
Fund, properly comes before the Meeting, the shares represented by proxies will
be voted on all such 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.
A quorum for the transaction of business by the shareholders of Managed
Dollar at the Meeting will consist of the presence in person or by proxy of the
holders of a majority of the shares of Managed Dollar entitled to vote at the
Meeting. In the event that a quorum is not represented at the Meeting or, even
if a quorum is so present, in the event that sufficient votes in favor of the
position recommended by the Directors on the Proposal are not timely received,
the persons named as proxies may propose and vote in favor of one or more
adjournments of the Meeting, with no other notice than an announcement at the
Meeting, for up to 120 days after the Record Date, in order to permit further
solicitation of proxies. Shares represented by proxies indicating a vote against
the Proposal will be voted against adjournment.
Managed Dollar has engaged [________________________] (the "Proxy
Solicitor"), [________________________________], to assist in soliciting proxies
for the Meeting. The Proxy Solicitor will receive a fee of approximately $
[_____] for its solicitation services, plus reimbursement of out-of-pocket
expenses.
LEGAL MATTERS
The validity of the shares offered hereby will be passed upon for Managed
Dollar by Seward & Kissel LLP.
EXPERTS
The audited financial statements and financial highlights in the
Prospectus/Proxy Statement and the SAI have been included in reliance on the
reports of Ernst & Young LLP, 5 Times Square, New York, New York 10036, the
registered public accounting firm for the Funds, given on their authority as
experts in auditing and accounting.
FINANCIAL HIGHLIGHTS
Financial highlights information for each of the Funds is available at
Appendix J.
THE DIRECTORS RECOMMEND THAT YOU VOTE FOR THE PROPOSAL
---
APPENDIX A
FEE TABLE
The purpose of the tables below is to assist an investor in understanding
the various costs and expenses that a stockholder bears directly and indirectly
from an investment in the Funds. The tables allow you to compare the sales
charges and expenses of each Fund as of January 31, 2009, and the estimates for
the pro forma combined Fund in its first year following the Acquisition.
Global High
Managed Global High Income
Dollar Income (pro forma)
------- ----------- ------------
Shareholder Transaction Expenses
Sales Load (as a percentage of
offering price) None None None
Dividend Reinvestment Plan Fees(a) None None None
Annual Expenses (as a percentage of net
assets attributable to common shares)
Management Fees .75% .90% .90%
Interest Payments on Borrowed Funds .15% .07% .07%
Other Expenses .49% .11% .11%
Total Annual Expenses(b) 1.39% 1.08% 1.08%
Total Annual Expenses Excluding Interest
Payment on Borrowed Funds 1.24% 1.01% 1.01%
-----------------------------------------------
(a) There are no charges with respect to shares issued directly by a Fund to
satisfy the dividend reinvestment requirements. However, each participant
will pay a pro-rata share of brokerage commissions incurred with respect to
a Fund's dividend reinvestment plan agent's open market purchases of
shares. In each case, the cost per share of shares purchased for each
stockholder's account will be the average cost, including brokerage
commissions, of any shares purchased in the open market plus the cost of
any shares issued by a Fund.
(b) In connection with the Acquisition, there are certain other transaction
expenses, largely those for legal, accounting, printing and proxy
solicitation expenses, and costs associated with the repositioning of
Managed Dollar's portfolio to align it with the investment strategies of
Global High Income prior to the effective date of the Acquisition. The
Board of Directors (the "Directors") of each Fund reviewed the fees and
expenses that will be borne directly or indirectly by the Funds in
connection with the Acquisition. After considering various alternatives for
allocating these costs, the Directors of Managed Dollar agreed that, in the
event the Acquisition is approved and completed, the portfolio
repositioning costs, which are expected to be between $27,000 and $54,000,
will be borne by Managed Dollar. The Acquisition expenses are estimated to
be approximately $275,000. Of this amount, $175,000 will be borne by
Managed Dollar, which equates to $.01 per share; the remainder will be
borne by the Adviser. Managed Dollar and the Adviser would bear these costs
even if the Acquisition is not approved by Managed Dollar stockholders. The
projected annual expense savings are generally not expected to be
immediately realized and it will take approximately 10 months for Managed
Dollar stockholders to make up the additional cost through the lower
expenses of the Combined Fund. If a Managed Dollar stockholder sells his or
her shares prior to the estimated pay-back period, then that stockholder
may not realize any of the projected expense savings resulting from the
reduced expense ratio of the combined Fund.
EXAMPLE
You would pay the following on a $1,000 investment assuming a 5% annual
return. The Example assumes the reinvestment of all dividends and distributions
at net asset value and reflects all recurring and nonrecurring fees.
Global High Income
Managed Dollar Global High Income (pro forma)
-------------- ------------------ ------------------
After 1 Year $ 14 $ 11 $ 11
After 3 Years $ 44 $ 34 $ 34
After 5 Years $ 76 $ 60 $ 60
After 10 Years $167 $132 $132
The projected post-Acquisition pro forma Annual Fund Expenses and Example
presented above are based upon numerous material assumptions, including that (1)
the current contractual agreements will remain in place and (2) certain fixed
costs involved in operating Managed Dollar are eliminated. Although these
projections represent good faith estimates, there can be no assurance that any
particular level of expenses or expense savings will be achieved, because
expenses depend on a variety of factors, including the future level of fund
assets, many of which are beyond the control of Global High Income or the
Adviser. Consequently, the Example should not be considered a representation of
future expenses. Actual expenses may be greater or less than those shown.
APPENDIX B
COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES(1)
-----------------------------------------------------------------------------------------------------------------
Managed Dollar Global High income
------------------ --------------------------------------------- ----------------------------------------------
Investment The Fund's primary investment objective is Same.
Objective to seek high current income. Its secondary
investment objective is capital appreciation.
(F)
-----------------------------------------------------------------------------------------------------------------
Investment Policies
-----------------------------------------------------------------------------------------------------------------
Status The Fund is a non-diversified, closed-end Same.
investment company.
------------------ --------------------------------------------- ----------------------------------------------
80% Policy The Fund will invest, under normal
circumstances, at least 80% of its net
assets in income producing securities.
------------------ --------------------------------------------- ----------------------------------------------
Investment The Fund normally invests at least 35% of The Fund is permitted to invest without limit
Policies its total assets in U.S. corporate in debt securities, including Sovereign Debt
fixed-income securities. (F) Obligations (defined as U.S.
Dollar-denominated debt securities issued or
The balance of the Fund's investment guaranteed by foreign governments, including
portfolio consists of fixed-income participations in loans between foreign
securities issued or guaranteed by foreign governments and financial institutions and
governments and non-U.S. corporate interests in entities organized and operated
fixed-income securities. The Fund invests for the purpose of restructuring the
in U.S. Dollar-denominated foreign investment characteristics of instruments
fixed-income securities. issued or guaranteed by foreign governments),
and corporate debt, denominated in non-U.S.
currencies as well as in the U.S. Dollar. In
addition, the Fund may invest without limit
in emerging and developed markets and in debt
securities of U.S. and non-U.S. corporate
issuers.
The Fund will not invest 25% or more of its
total assets in the Sovereign Debt Obligations
of any one country other than the U.S.
------------------ --------------------------------------------- ----------------------------------------------
High Yield Debt Substantially all of the Fund's assets are Substantially all of the Fund's investments
Securities invested in high-yield, high-risk will be in high yield, high risk debt
securities rated below investment-grade and securities that are low-rated (i.e., below
considered to be predominantly speculative. investment-grade) or unrated and in both
cases that are considered to be predominantly
speculative as regards the issuer's capacity
to pay interest and repay principal.
------------------ --------------------------------------------- ----------------------------------------------
Currency Hedging The Fund may, but is not required to, hedge
against currency fluctuations, where
appropriate, to reduce currency risk.
------------------ --------------------------------------------- ----------------------------------------------
Derivatives For hedging purposes and investment For hedging purposes, the Fund may purchase
purposes, the Fund may write covered put and write put and call options on U.S. and
and call options and purchase put and call foreign securities and foreign currencies
options on U.S. and foreign securities that that are traded on U.S. and foreign
are traded on U.S. and foreign securities securities exchanges and over-the-counter
exchanges and over-the-counter markets. The markets. The Fund may also use options
Fund may also write call options for cross transactions for non-hedging purposes as a
hedging purposes. The Fund may also use means of making direct investments in foreign
options transactions for non-hedging currencies.
purposes as a means of making direct
investments in foreign currencies.
The Fund may enter into interest rate swaps The Fund may enter into interest rate swaps
and interest rate caps and floors to hedge and interest rate caps and floors to hedge its
its exposure to interest rates and credit exposure to interest rates and credit risk.
risk. The Fund may also enter into swaps The Fund may also enter into swaps for
for non-hedging purposes as a means of non-hedging purposes as a means of making
making direct investments in foreign direct investments in foreign currencies.
currencies.
------------------ --------------------------------------------- ----------------------------------------------
Credit Default The Fund may enter into credit default Same.
Swaps swaps.
------------------ --------------------------------------------- ----------------------------------------------
Structured The Fund may invest up to 25% of its total Same.
Securities assets in interests in entities organized
and operated solely for the purpose of
restructuring the investment
characteristics of Sovereign Debt
Obligations.
------------------ --------------------------------------------- ----------------------------------------------
Loan The Fund may invest up to 25% of its total Same.
Participations assets in loan participations and
and Assignments assignments.
------------------ --------------------------------------------- ----------------------------------------------
Convertible The Fund may invest in convertible Same.
Securities securities.
------------------ --------------------------------------------- ----------------------------------------------
Preferred Stock The Fund may invest in preferred stock. Same.
------------------ --------------------------------------------- ----------------------------------------------
Concentration The Fund will not invest 25% or more of The Fund will not invest 25% or more of its
its total assets in securities of companies total assets (valued at the time of
engaged principally in any one industry. investment) in securities of issuers
(F) conducting their principal business activities
in the same industry, except that this
restriction does not apply to U.S. Government
Securities. (F)
------------------ --------------------------------------------- ----------------------------------------------
Loans The Fund will not make loans except through Same.
(i) the purchase of debt obligations in
accordance with its investment objective
and policies; (ii) the lending of portfolio
securities; or (iii) the use of repurchase
agreements. (F)
------------------ --------------------------------------------- ----------------------------------------------
Borrowings and The Fund may not borrow money or issue The Fund may not borrow money or issue senior
Senior senior securities, except that the Fund securities, except that (a) the Fund may
Securities may, in accordance with provisions of the borrow from a bank or other entity in a
Investment Company Act of 1940, as amended privately arranged transaction for (i) the
(the "1940 Act"), (a) borrow from a bank repurchase and/or tenders for its shares or to
or other entity in a privately arranged pay dividends for purposes of complying with
transaction and issue commercial paper, the Internal Revenue Code of 1986, as amended,
bonds, debentures or notes, in series or if after such borrowing there is asset
otherwise, with such interest rates, coverage of at least 300% as defined in the
conversion rights and other terms and 1940 Act and (ii) temporary purposes in an
provisions as are determined by the Board, amount not exceeding 5% of the value of the
if after such borrowing or issuance there total assets of the Fund ; (b) the Fund may
is asset coverage of at least 300% as enter into reverse repurchase agreements and
defined in the 1940 Act; (b) issue dollar rolls; and (c) the Fund may write put
preferred stock with such preferences, and call options. (F)
conversion and other rights, voting
powers, restrictions, limitations as to
dividends, qualifications, and terms and
conditions of redemption as are determined
by the Fund's Board, if after such
issuance there is asset coverage of at
least 200% as defined in the 1940 Act; (c)
borrow for temporary or defensive purposes
in an amount not exceeding 5% of the value
of the total assets of the Fund; (d) enter
into reverse repurchase agreements and
dollar rolls; and (e) write put and call
options. (F)
------------------ --------------------------------------------- ----------------------------------------------
Money Market The Fund may also at any time, with respect to
Instruments up to 20% of its total assets, temporarily
invest funds awaiting reinvestment or held for
reserves for dividends and other distributions
to stockholders in U.S. Dollar-denominated
money market instruments.
------------------ --------------------------------------------- ----------------------------------------------
Warrants The Fund may invest in warrants. Same.
------------------ --------------------------------------------- ----------------------------------------------
Illiquid The Fund may invest up to 50% of its total Same.
Securities assets in securities that are not readily
marketable, including, among others, (i)
direct placements or other securities which
are subject to legal or contractual
restrictions on resale or for which there is
no readily available market, and (ii)
repurchase agreements not terminable within
seven days.
------------------ --------------------------------------------- ----------------------------------------------
Interest Rate The Fund may enter into interest rate swaps Same.
Transactions and may purchase or sell (i.e., write)
interest rate caps and floors. The Fund
expects to enter into these transactions
primarily to preserve a return or spread on a
particular investment or portion of its
portfolio. The Fund may also enter into these
transactions to protect against any increase
in the price of securities the Fund
anticipates purchasing at a later date. The
Fund does not intend to use these transactions
in a speculative manner.
------------------ --------------------------------------------- ----------------------------------------------
Forward The Fund may enter into forward commitments Same.
Commitments for the purchase or sale of securities.
------------------ --------------------------------------------- ----------------------------------------------
Loans of The Fund may make secured loans of its Same.
Portfolio portfolio securities to entities with
Securities which it can enter into repurchase
agreements, provided that cash and/or U.S.
Government Securities equal to at least
100% of the market value of the securities
loaned are deposited and maintained by the
borrower with the Fund. The Fund will not
lend portfolio securities in excess of 30%
of the value of its total assets.
------------------ --------------------------------------------- ----------------------------------------------
Repurchase The Fund may enter into repurchase The Fund may enter into repurchase agreements
Agreements agreements pertaining to the types of pertaining to the types of securities in
securities in which it invests with member which it invests with member banks of the
banks of the Federal Reserve System or Federal Reserve System or "primary dealers"
"primary dealers" in securities in which in securities in which the Fund may invest.
the Fund may invest. The Fund may enter into repurchase agreements
with respect to up to 35% of its total assets.
------------------ --------------------------------------------- ----------------------------------------------
Reverse The Fund may also use reverse repurchase Same.
Repurchase agreements and dollar rolls as part of its
Agreements and investment strategy.
Dollar Rolls
------------------ --------------------------------------------- ----------------------------------------------
Standby The Fund may from time to time enter into Same.
Commitment standby commitment agreements.
Agreements
------------------ --------------------------------------------- ----------------------------------------------
Pledge, The Fund may not pledge, hypothecate, Same.
Hypothecate, mortgage or otherwise encumber its assets,
Mortgage or except to secure permitted borrowings. (F)
Encumber Assets
------------------ --------------------------------------------- ----------------------------------------------
Investments for The Fund may not invest in companies for Same.
Control the purpose of exercising control. (F)
------------------ --------------------------------------------- ----------------------------------------------
Short Sales The Fund may not make short sales of Same.
securities or maintain a short position,
unless at all times when a short position
is open it owns an equal amount of such
securities or securities convertible into
or exchangeable for, without payment of any
further consideration, securities of the
same issuer as, and equal in amount to, the
securities sold short ("short sales against
the box"), and unless not more than 10% of
the Fund's net assets (taken at market
value) is held as collateral for such sales
at any one time (it being the Fund's
present intention to make such sales only
for the purpose of deferring realization of
gain or loss for federal income tax
purposes). (F)
------------------ --------------------------------------------- ----------------------------------------------
Real Estate The Fund may not purchase or sell real Same.
estate, except that it may purchase and
sell securities of companies which deal in
real estate or interests therein and
securities that are secured by real estate,
provided such securities are securities of
the type in which the Fund may invest. (F)
------------------ --------------------------------------------- ----------------------------------------------
Oil, Gas and The Fund may not invest in interests in Same.
Minerals oil, gas, or other mineral exploration or
development programs. (F)
------------------ --------------------------------------------- ----------------------------------------------
Margin The Fund may not purchase securities on Same.
margin, except for such short-term credits
as may be necessary for the clearance of
transactions. (F)
------------------ --------------------------------------------- ----------------------------------------------
Underwriting The Fund may not act as an underwriter of Same.
Securities securities, except that the Fund may
acquire restricted securities under
circumstances in which, if such securities
were sold, the Fund might be deemed to be
an underwriter for purposes of the
Securities Act of 1933, as amended. (F)
------------------ --------------------------------------------- ----------------------------------------------
Commodities The Fund may not purchase or sell Same.
commodities or commodity contracts,
including futures contracts (except forward
commitment contracts or contracts for the
future acquisition or delivery of debt
securities). (F)
------------------ --------------------------------------------- ----------------------------------------------
Investments in The Fund may invest in other investment Same.
Other Investment companies, as permitted under the
Companies 1940 Act or the rules and regulations
thereunder. The Fund intends to invest
uninvested cash balances in an affiliated
money market fund as permitted by Rule
12d1-1 under the 1940 Act.
------------------ --------------------------------------------- ----------------------------------------------
APPENDIX C
DESCRIPTION OF PRINCIPAL RISKS OF THE FUNDS
Each Fund is subject to market risk, interest rate risk, credit risk,
leverage risk, foreign (non-U.S.) risk and diversification risk. Global High
Income is also subject to emerging market risk and currency risk because it may
invest more of its assets in emerging market and non-U.S. Dollar-denominated
fixed-income securities. Each of these risks and other potential risks are more
fully described below. Each Fund could become subject to additional risks
because the types of investments made by each Fund can change over time.
Market Risk and This is the risk that the value of a Fund's
Net Asset Value of Shares investments will fluctuate as the stock or bond
markets fluctuate and that prices overall will
decline over shorter- or longer-term periods.
Shares of common stock of closed-end investment
companies, such as the Funds, frequently trade at
a discount to their NAVs. Whether an investor will
realize gains or losses upon the sale of shares of
a Fund does not depend directly upon changes in
the Fund's NAV, but rather upon whether the market
price of the shares at the time of sale is above
or below the investor's purchase price for the
shares. The market price of the shares of each
Fund is determined by such factors as relative
demand for and supply of the shares in the market,
general market and economic conditions, changes in
the Fund's NAV and other factors beyond the
control of the Fund. This market risk is separate
and distinct from the risk that each Fund's NAV
may decrease.
Interest Rate Risk Changes in interest rates will affect the value of
a Fund's investments in fixed-income securities.
When interest rates rise, the value of a Fund's
investments tends to fall and this decrease in
value may not be offset by higher interest income
from new investments. Interest rate risk is
generally greater for Funds that invest in
fixed-income securities with longer maturities or
durations.
Credit Risk This is the risk that the issuer or the guarantor
of a fixed-income security, or the counterparty to
a derivatives or other contract, will be unable or
unwilling to make timely payments of interest or
principal, or to otherwise honor its obligations.
The issuer or guarantor may default, causing a
loss of the full principal amount of a security
and any accrued interest. The degree of risk for a
particular security may be reflected in its credit
rating. There is the possibility that the credit
rating of a fixed-income security may be
downgraded after purchase of the security, which
may adversely affect the value of the security.
Investments in fixed-income securities with lower
ratings tend to have a higher probability that an
issuer will default or fail to meet its payment
obligations.
Leverage Risk When a Fund borrows money or otherwise leverages
its portfolio, it may be volatile because leverage
tends to exaggerate the effect of any increase
or decrease in the value of a Fund's investments.
A Fund may create leverage through the use of
reverse repurchase arrangements, forward contracts
or dollar rolls or by borrowing money.
Foreign (Non-U.S.) Risk A Fund's investments in securities of non-U.S.
issuers may experience more rapid and extreme
changes in value than investments in securities of
U.S. issuers. The securities markets of many
non-U.S. countries are relatively small, with a
limited number of companies representing a small
number of securities. Non-U.S. issuers usually are
not subject to the same degree of regulation as
U.S. issuers. Reporting, accounting, and auditing
standards of countries differ, in some cases
significantly, from U.S. standards.
Nationalization, expropriation or confiscatory
taxation, currency blockage, political changes, or
diplomatic developments could adversely affect a
Fund's investments in a country other than the
U.S. To the extent a Fund invests in a particular
country or geographic region, the Fund may have
more significant risk due to market changes or
other factors affecting that country or region,
including political instability and unpredictable
economic conditions.
Emerging Market Risk Foreign investment risk may be particularly high
to the extent a Fund invests in emerging market
securities of issuers based in countries with
developing economies. These securities may present
market, credit, currency, liquidity, legal,
political and other risks different from, or
greater than, the risks of investing in developed
foreign (non-U.S.) countries.
Currency Risk This is the risk that fluctuations in the exchange
rates between the U.S. Dollar and foreign
(non-U.S.) currencies may negatively affect the
value of a Fund's investments or reduce the
returns of a Fund.
Derivatives Risk The Funds may use derivatives. These investment
strategies may be riskier than other investment
strategies and may result in greater volatility
for a Fund, particularly during periods of market
declines.
Liquidity Risk Liquidity risk exists when particular investments
are difficult to purchase or sell, possibly
preventing a Fund from selling out of these
illiquid securities at an advantageous time or
price. Derivatives and securities involving
substantial market and credit risk tend to involve
greater liquidity risk.
Non-Diversification Risk A Fund may have more risk if it is
"non-diversified" meaning that it can invest more
of its assets in a smaller number of companies
than many other funds.
Management Risk Each Fund is subject to management risk because it
is an actively managed investment portfolio. The
Adviser will apply its investment techniques and
risk analyses in making investment decisions for
each Fund, but there can be no guarantee that its
decisions will produce the desired results.
APPENDIX D
OTHER INFORMATION
The following information provides only a summary of the key features of
the organizational structure, governing documents, and stockholder services of
the Funds.
Each Fund is organized as a Maryland corporation. The Bylaw provisions
that govern each of the Funds are the same. Unless noted below, there are no
significant differences between the Funds in terms of their respective corporate
organizational structures.
The procedures available to a Fund's stockholders for calling
stockholders' meetings and for the removal of directors are the same. Under the
Funds' charters, a director may be removed only for cause at a meeting duly
called and at which a quorum is present by the affirmative vote of the holders
of 75% of all the votes entitled to be cast for the election of directors.
Stockholder-requested special meetings of stockholders for any purpose may be
called by a Fund's Secretary only upon the written request of holders of shares
entitled to cast not less than a majority of the votes entitled to be cast at a
meeting.
Except as otherwise required by law, the presence in person or by proxy of
the holders of a majority of the shares entitled to be cast constitutes a quorum
at any meeting of stockholders of a Fund. Under Maryland law, a Maryland
corporation generally cannot dissolve, amend its charter, merge, sell all or
substantially all of its assets, engage in a share exchange or engage in similar
transactions outside the ordinary course of business, unless approved by the
affirmative vote of stockholders entitled to cast at least two-thirds of the
votes entitled to be cast on the matter. However, a Maryland corporation may
provide in its charter for approval of these matters by a lesser percentage, but
not less than a majority of all of the votes entitled to be cast on the matter.
Subject to various exceptions, each Fund's charter generally provides for
approval of charter amendments and extraordinary transactions by the
stockholders entitled to cast at least a majority of the votes entitled to be
cast on the matter. The Bylaws of each Fund provides that each director shall be
elected by the affirmative vote of the holders of a majority of the votes
entitled to be cast thereon. For other matters not requiring a vote under the
Investment Company Act of 1940 (the "1940 Act"), when a quorum is present, the
affirmative vote of a majority of the votes cast shall decide any question
brought before such meeting unless a statute or charter requires a higher voting
margin.
Shares of Common Stock of the Funds
There are no subscription/preemptive or exchange rights under any of the
charters. Each share of a Fund has equal voting, dividend, distribution and
liquidation rights. Stockholders are entitled to one vote per share. All voting
rights for the election of directors are non-cumulative, which means that the
holders of more than 50% of the shares of common stock of a Fund can elect 100%
of the directors then nominated for election if they choose to do so and, in
such event, the holders of the remaining shares of common stock will not be able
to elect any directors. Under the rules of the New York Stock Exchange
applicable to listed companies, each Fund is required to hold an annual meeting
of stockholders each year.
Distributions
The Funds intend to distribute all of their net investment income.
Dividends from such net investment income will be declared and paid monthly to
stockholders. All net realized long- or short-term capital gains, if any, will
be distributed at least annually. To permit a Fund to maintain a more stable
monthly distribution, a Fund may, from time to time, pay out less than the
entire amount of net investment income and net realized short-term capital gains
earned in any particular period. Any such amount retained by a Fund would be
available to stabilize future distributions. As a result, distributions paid by
a Fund for any particular period may be more or less than the amount of net
investment income and net realized short-term capital gains actually earned by
the Fund during such period. There are no assurances that a Fund will be able to
maintain a constant level of monthly distributions to stockholders.
Distributions are taxable to stockholders as ordinary income or capital
gains. Stockholders may be proportionately liable for taxes on income and gains
of a Fund but stockholders not subject to tax on their income will not be
required to pay tax on amounts distributed to them. A Fund distributes written
notice to stockholders regarding the tax status of all distributions made during
each calendar year.
Dividend Reinvestment Plans
Stockholders of a Fund whose shares are registered in their own names may
elect to be participants in a Fund's Dividend Reinvestment and Cash Purchase
Plan (the "DRIP"), under which dividends and capital gain distributions to
stockholders will be paid or reinvested in additional shares of the Fund (the
"Dividend Shares"). Assuming the Acquisition is approved, the DRIP stockholders
of Managed Dollar will automatically be enrolled in the DRIP for Global High
Income. Computershare Trust Company N.A. acts as the agent for participants
under the Global High Income DRIP. Stockholders whose shares are held in the
name of a broker or nominee will automatically have distributions reinvested by
the broker or nominee in additional shares under the DRIP, unless the automatic
reinvestment service is not provided by the particular broker or nominee or the
stockholder elects to receive distributions in cash.
Stockholders who do not elect to participate in the DRIP will receive all
distributions in cash paid by check mailed directly to the stockholder of record
(or, if the shares are held in street or other nominee name, then to the
nominee) by Computershare Trust Company N.A. as dividend paying agent.
The automatic reinvestment of dividends and distributions will not relieve
participants of any income taxes that may be payable (or required to be
withheld) on dividends and distributions.
A stockholder who has elected to participate in the DRIP may withdraw from
the DRIP at any time. There will be no penalty for withdrawal from the DRIP and
stockholders who have previously withdrawn from the DRIP may rejoin it at any
time. Changes in elections must be in writing and should include the
stockholder's name and address as they appear on the share certificate. An
election to withdraw from the DRIP will, until such election is changed, be
deemed to be an election by a stockholder to take all subsequent distributions
in cash. An election will be effective only for a distribution declared and
having a record dated of at least 10 days after the date on which the election
is received. A stockholder whose shares are held in the name of a broker or
nominee should contact such broker or nominee concerning changes in that
stockholder's election.
All correspondence concerning the DRIP for Global High Income should be
directed to Computershare Trust Company N.A., P.O. Box 43010, Providence, RI
02940-3010.
Repurchase of Shares
Each Fund's Board of Directors ("Directors") has determined that it would
be in the interest of stockholders of a Fund to attempt to reduce or eliminate
any market value discount should it exist. To that end, Managed Dollar has a
policy to conduct annual tender offer in the second quarter of each year if its
shares trade at a discount from net asset value ("NAV") of 3% or more determined
on the basis of the discount or premium as of the last trading day in each week
during a designated 12-week period. Global High Income has no mandatory tender
offer provision. However, Global High Income has a policy that the Fund would
take such actions and the Directors would only consider such actions if the
Fund's shares had been trading at a discount to NAV in excess of 5% as of the
last day of each week in the 12 weeks preceding a Board meeting. The Directors
of Global High Income presently intend each quarter to consider the making of a
tender offer. The Directors may at any time, however, decide that the Fund
should not make a tender offer.
Any tender offer made by a Fund will be at a price equal to the NAV of the
shares on a date subsequent to receipt by the Fund of all tenders. Each offer
will be made and stockholders notified in accordance with the requirements of
the Securities and Exchange Act of 1934 and the 1940 Act, either by publication
or mailing or both. Each offering document will contain such information as is
prescribed by such laws and the rules and regulations promulgated thereunder.
When a tender offer is authorized to be made by the Directors, a stockholder
wishing to accept the offer will be required to tender all (and not less than
all) of the shares owned by such stockholder (or attributed to the stockholder
for federal income tax purposes under Section 318 of the United States Internal
Revenue Code of 1986, as amended). A Fund will purchase all shares tendered in
accordance with the terms of the offer unless it determines to accept none of
them (based upon one of the conditions set forth above). Each person tendering
shares will be required to submit a check in the amount of $25.00, payable to
the Fund, which will be used to help defray the costs associated with effecting
the tender offer. This $25.00 fee will be imposed upon each tendering
stockholder any of whose tendered shares are purchased in the offer, and will be
imposed regardless of the number of shares purchased. A Fund expects the cost to
the Fund of effecting a tender offer will exceed the aggregate of all such fees
received from those who tender offer their shares. Costs associated with the
tender offer will be charged against capital. During the period of the tender
offer, a Fund's stockholders will be able to obtain the Fund's current NAV by
use of a toll-free telephone number.
Certain Anti-Takeover Provisions of the Funds' Charters and Bylaws
The Funds presently have provisions in their Charters and Bylaws
(together, the "Charter Documents") that are intended to limit (i) the ability
of other entities or persons to acquire control of a Fund, (ii) a Fund's freedom
to engage in certain transactions, or (iii) the ability of a Fund's directors or
stockholders to amend the Charter Documents or effect changes in the Fund's
management. These provisions of the Charter Documents may be regarded as
"anti-takeover" provisions.
The Directors of each Fund is divided into three classes, each having a
term of three years. Each class of Directors serves for a three year term.
Accordingly, only those directors in one class may be changed in any one year,
and it would require two years to change a majority of the Directors (although
under Maryland law procedures are available for the removal of directors even if
they are not then standing for reelections and under the SEC regulations
procedures are available for including stockholder proposals in management's
annual proxy statement). Such a system of electing directors may have the effect
of maintaining the continuity of management and, thus, make it more difficult
for a Fund's stockholders to change the majority of directors. Generally, under
a Fund's Charter, the affirmative vote of the holders of a majority of the votes
entitled to be cast is required for the consolidation of the Fund with another
corporation, a merger of the Fund with or into another corporation (except for
certain mergers in which the Fund is the successor), a statutory share exchange
in which the Fund is not the successor, a sale or transfer of all or
substantially all of the Fund's assets, the dissolution of the Fund and certain
amendments to the Fund's Charter. In addition, the affirmative vote of 75%
(which is higher than that required under Maryland law or the 1940 Act) of the
outstanding shares of common stock of a Fund is required generally to authorize
any of the following transactions or to amend the provisions of the Charter
relating to such transactions:
(i) merger, consolidation or statutory share exchange of the Fund with
or into any corporation, person or other entity;
(ii) issuance of any securities of the Fund to any corporation, person or
other entity for cash;
(iii) sale, lease or exchange of all or any substantial part of the assets
of the Fund to any corporation, person or other entity (except
assets having an aggregate fair market value of less than
$1,000,000); or
(iv) sale, lease or exchange to the Fund, in exchange for securities of
the Fund, of any assets of any corporation, person or other entity
(except assets having an aggregate fair market value of less than
$1,000,000);
if such corporation, person or entity is directly, or indirectly through
affiliates, the beneficial owner of more than 5% of the outstanding shares of
the Fund (a "principal stockholder"). However, such vote would not be required
where, under certain conditions, the Directors approves the transaction,
although in certain cases involving merger, consolidation or statutory share
exchange or sale of all or substantially all of a Fund's assets the affirmative
vote of a majority of the outstanding shares of the Fund would nevertheless be
required.
The provisions of the Charter Documents described above and a Fund's right
to repurchase or make a tender offer for its common stock could have the effect
of depriving the owners of shares of opportunities to sell their shares at a
premium over prevailing market prices, by discouraging a third party from
seeking to obtain control of the Fund in a tender offer or similar transaction.
The overall effect of these provisions is to render more difficult the
accomplishment of a merger or the assumption of control by a principal
stockholder. However, they provide the advantage of potentially requiring
persons seeking control of the Fund to negotiate with its management regarding
the price to be paid and facilitating the continuity of the Fund's management
and investment objective and policies. The Directors of each Fund has considered
the foregoing anti-takeover provisions and concluded that they are in the best
interests of the Fund and its stockholders.
Indemnification and Liability of Directors and Officers
The charters of each of the Funds generally provides for the
indemnification of officers and directors, as applicable, to the full extent
permitted by law. This indemnification does not protect any such person against
any liability to a Fund or any stockholder thereof to which such person would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the satisfaction of
such person's office.
Maryland law permits a Maryland corporation to include in its charter a
provision limiting the liability of its directors and officers to the
corporation and its stockholders for money damages except for liability
resulting from (i) actual receipt of an improper benefit or profit in money,
property or services or (ii) active and deliberate dishonesty established by a
final judgment as being material to the cause of action. Each Fund's charter
contains such a provision which eliminates directors' and officers' liability to
the maximum extent permitted by Maryland law. This indemnification does not
protect any such person against any liability to a Fund or any stockholder
thereof to which such person would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the satisfaction of such person's office.
APPENDIX E
FORM OF AGREEMENT AND PLAN OF ACQUISITION AND LIQUIDATION
BETWEEN ACM MANAGED DOLLAR INCOME FUND, INC. AND ALLIANCEBERNSTEIN
GLOBAL HIGH INCOME FUND, INC.
This Agreement and Plan of Acquisition and Liquidation (the "Plan") is
made as of this [____] day of [__________], 2009, by and between
AllianceBernstein Global High Income Fund, Inc. (the "Acquiring Fund"), a
Maryland corporation, ACM Managed Dollar Income Fund, Inc. (the "Acquired
Fund"), a Maryland corporation, and AllianceBernstein L.P. (the "Adviser").
WHEREAS, the Acquiring Fund and the Acquired Fund are closed-end
management investment companies registered with the Securities and Exchange
Commission (the "SEC") under the Investment Company Act of 1940, as amended (the
"1940 Act") and the Securities Exchange Act of 1934, as amended (the "1934 Act")
and shares of common stock of each Fund are currently purchased and sold on the
New York Stock Exchange (the "NYSE");
WHEREAS, the parties desire that the Acquiring Fund acquire the assets
and assume the liabilities of the Acquired Fund in exchange for shares of equal
net asset value of the Acquiring Fund ("Acquisition Shares") and the
distribution of such shares of the Acquiring Fund to the stockholders of the
Acquired Fund (the "Acquisition") and that the Acquired Fund thereafter
dissolve; and
WHEREAS, the parties intend that the Acquisition qualify as a
"reorganization" within the meaning of Section 368(a) of the United States
Internal Revenue Code of 1986, as amended (the "Code"), and any successor
provisions, and that with respect to the Acquisition, the Acquiring Fund and the
Acquired Fund will each be a "party to a reorganization" within the meaning of
Section 368(b) of the Code;
Now, therefore, the Acquiring Fund and the Acquired Fund agree as
follows:
1. Definitions.
In addition to the terms elsewhere defined herein, each of the
following terms shall have the meaning indicated for that term as follows:
1933 Act...................... Securities Act of 1933, as amended.
Assets........................ All assets of any kind and all interests,
rights, privileges and powers of or attributable
to the Acquired Fund or its shares, as
appropriate, whether or not determinable at the
appropriate Effective Time and wherever located,
including, without limitation, all cash, cash
equivalents, securities, claims (whether
absolute or contingent, known or unknown,
accrued or unaccrued or conditional or
unmatured), contract rights and receivables
(including dividend and interest receivables)
owned by the Acquired Fund or attributable to
its shares and any deferred or prepaid expense,
other than unamortized organizational expenses,
shown as an asset on the Acquired Fund's books.
Closing Date.................. Such date as the parties may agree.
Effective Time................ 5:00 p.m., Eastern time, on the Closing Date, or
such other time as the parties may agree to in
writing.
Financial Statement........... The audited financial statements of the relevant
Fund for its most recently completed fiscal year
and, if applicable, the unaudited financial
statements of that Fund for its most recently
completed semi-annual period.
Fund.......................... The Acquiring Fund and/or the Acquired Fund, as
the case may be.
Liabilities................... All liabilities, expenses and obligations of any
kind whatsoever of the Acquired Fund, whether
known or unknown, accrued or unaccrued, absolute
or contingent or conditional or unmatured.
N-14 Registration Statement... The Registration Statement of the Acquiring Fund
on Form N-14 under the 1940 Act that will
register the Acquisition Shares to be issued in
the Acquisition.
Valuation Time................ The close of regular session trading on the NYSE
on the Closing Date, when for purposes of the
Plan, the Acquiring Fund determines its net
asset value per Acquisition Share and the
Acquired Fund determines the net value of the
Assets.
NAV........................... A Fund's net asset value is calculated by
valuing and totaling assets and then subtracting
liabilities and then dividing the balance by the
number of shares that are outstanding.
2. Regulatory Filings.
The Acquiring Fund shall promptly prepare and file the N-14
Registration Statement with the SEC, and the Acquiring Fund and the Acquired
Fund also shall make any other required or appropriate filings with respect to
the actions contemplated hereby.
3. Stockholder Action.
As soon as practicable after the effective date of the N-14
Registration Statement, the Acquired Fund shall hold a stockholders meeting to
consider and approve the Acquisition and this Plan and such other matters as the
Board of Directors may determine. Such approval by the stockholders of the
Acquired Fund shall, to the extent necessary to permit the consummation of the
transactions contemplated herein without violating any investment objective,
policy or restriction of the Acquired Fund, be deemed to constitute approval by
the stockholders of a temporary amendment of any investment objective, policy or
restriction that would otherwise be inconsistent with or violated upon the
consummation of such transactions solely for the purpose of consummating such
transactions.
4. Transfer of the Acquired Fund's Assets.
The Acquiring Fund and the Acquired Fund shall take the following
steps with respect to the Acquisition, as applicable:
(a) On or prior to the Closing Date, the Acquired Fund shall pay
or provide for the payment of all of the Liabilities,
expenses, costs and charges of or attributable to the
Acquired Fund that are known to the Acquired Fund and that
are due and payable prior to or as of the Closing Date.
(b) Prior to the Effective Time, except to the extent prohibited
by Rule 19b-1 under the 1940 Act, the Acquired Fund will
declare to Acquired Fund stockholders of record a dividend
or dividends which, together with all previous such
dividends, shall have the effect of distributing (a) all the
excess of (i) Acquired Fund's investment income excludable
from gross income under Section 103(a) of the Code over (ii)
Acquired Fund's deductions disallowed under Section 265 and
171(a)(2) of the Code, (b) all of Acquired Fund's investment
company taxable income (as defined in Code Section 852),
(computed in each case without regard to any deduction for
dividends paid), and (c) all of Acquired Fund's net realized
capital gain (as defined in Code Section 1222), if any
(after reduction for any capital loss carryover), in each
case for both the taxable year ended on September 30, 2008,
and for the short taxable year beginning on October 1, 2008,
and ending on the Closing Date. Such dividends will be
declared and paid to ensure continued qualification of the
Acquired Fund as a "regulated investment company" for tax
purposes and to eliminate fund-level tax.
(c) At the Effective Time, pursuant to Articles of Transfer
accepted for record by the State Department of Assessments
and Taxation of Maryland (the "SDAT"), the Acquired Fund
shall assign, transfer, deliver and convey the Assets to the
Acquiring Fund, subject to the Liabilities. The Acquiring
Fund shall then accept the Assets and assume the Liabilities
such that at and after the Effective Time (i) the Assets at
or after the Effective Time shall become and be assets of
the Acquiring Fund, and (ii) the Liabilities at the
Effective Time shall attach to the Acquiring Fund, and shall
be enforceable against the Acquiring Fund to the same extent
as if initially incurred by the Acquiring Fund.
(d) Within a reasonable time prior to the Closing Date, the
Acquired Fund shall provide, if requested, a list of the
Assets to the Acquiring Fund. The Acquired Fund may sell any
asset on such list prior to the Effective Time. After the
Acquired Fund provides such list, the Acquired Fund will not
acquire any additional securities or permit to exist any
encumbrances, rights, restrictions or claims not reflected
on such list, without the approval of the Acquiring Fund.
Within a reasonable time after receipt of the list and prior
to the Closing Date, the Acquiring Fund will advise the
Acquired Fund in writing of any investments shown on the
list that the Acquiring Fund has determined to be
inconsistent with its investment objective, policies and
restrictions. The Acquired Fund will dispose of any such
securities prior to the Closing Date to the extent
practicable and consistent with applicable legal
requirements, including the Acquired Fund's investment
objectives, policies and restrictions. In addition, if the
Acquiring Fund determines that, as a result of the
Acquisition, the Acquiring Fund would own an aggregate
amount of an investment that would exceed a percentage
limitation applicable to the Acquiring Fund, the Acquiring
Fund will advise the Acquired Fund in writing of any such
limitation and the Acquired Fund shall dispose of a
sufficient amount of such investment as may be necessary to
avoid the limitation as of the Effective Time, to the extent
practicable and consistent with applicable legal
requirements, including the Acquired Fund's investment
objectives, policies and restrictions.
(e) The Acquired Fund shall assign, transfer, deliver and convey
the Assets to the Acquiring Fund at the Effective Time on
the following basis:
(1) The value of the Assets less the Liabilities of the
Acquired Fund, determined as of the Valuation Time,
shall be divided by the then NAV of one Acquisition
Share, and, in exchange for the transfer of the Assets,
the Acquiring Fund shall simultaneously issue and
deliver to the Acquired Fund the number of full
Acquisition Shares so determined that are allocable to
all shares held by or for those stockholders of the
Acquired Fund on a stockholder by stockholder basis
plus fractional Acquisition Shares, rounded to the
second decimal place or such other decimal place as the
parties may agree to in writing, allocable to those
stockholders of the Acquired Fund that at the Effective
Time participate in the Acquired Fund's Dividend
Reinvestment Plan ("DRIP Stockholders"), regardless of
whether the shares of the Acquired Fund with respect to
which such fractional Acquisition Shares are to be
issued and delivered are held by or for the DRIP
Stockholders directly or in the Acquired Fund's
Dividend Reinvestment Plan. The Acquiring Fund shall at
the same time deliver to the Acquired Fund cash in lieu
of any fractional Acquisition Shares allocable to those
stockholders of the Acquired Fund that are not DRIP
Stockholders;
(2) The NAV of the Acquisition Shares to be delivered to
the Acquired Fund shall be determined as of the
Valuation Time in accordance with the Acquiring Fund's
then applicable valuation procedures, and the net value
of the Assets to be conveyed to the Acquiring Fund
shall be determined as of the Valuation Time in
accordance with the then applicable valuation
procedures of the Acquired Fund; and
(3) The portfolio securities of the Acquired Fund shall be
made available by the Acquired Fund to The Bank of New
York, as custodian for the Acquiring Fund (the
"Custodian"), for examination no later than five
business days preceding the Valuation Time. On the
Closing Date, such portfolio securities and all the
Acquired Fund's cash shall be delivered by the Acquired
Fund to the Custodian for the account of the Acquiring
Fund, such portfolio securities to be duly endorsed in
proper form for transfer in such manner and condition
as to constitute good delivery thereof in accordance
with the custom of brokers or, in the case of portfolio
securities held in the U.S. Treasury Department's
book-entry system or by The Depository Trust Company,
Participants Trust Company or other third party
depositories, by transfer to the account of the
Custodian in accordance with Rule 17f-4, Rule 17f-5 or
Rule 17f-7, as the case may be, under the 1940 Act and
accompanied by all necessary federal and state stock
transfer stamps or a check for the appropriate purchase
price thereof. The cash delivered shall be in the form
of currency or certified or official bank checks,
payable to the order of the Custodian, or shall be
wired to an account pursuant to instructions provided
by the Acquiring Fund.
(f) Promptly after the Closing Date, the Acquired Fund will
deliver to the Acquiring Fund a Statement of Assets and
Liabilities of the Acquired Fund as of the Closing Date.
5. Liquidation and Dissolution of the Acquired Fund, Registration of
Acquisition Shares and Access to Records.
The Acquired Fund and the Acquiring Fund also shall take the following
steps, as applicable:
(a) At or as soon as reasonably practical after the Effective
Time, the Acquired Fund shall liquidate by transferring pro
rata to its stockholders of record, the Acquisition Shares
and cash it receives pursuant to Section 4(e)(1) of this
Plan. The Acquiring Fund shall establish accounts on its
share records and note on such accounts the names of the
former Acquired Fund stockholders and the amounts of
Acquisition Shares that the former Acquired Fund
stockholders are due based on their respective holdings of
shares of the Acquired Fund as of the close of business on
the Closing Date. Fractional Acquisition Shares shall be
carried to the second decimal place. The Acquiring Fund
shall not issue certificates representing Acquisition Shares
in connection with such exchange. All issued and outstanding
shares in connection with such exchange will be
simultaneously cancelled on the books of the Acquired Fund.
Ownership of Acquired Fund's shares will be shown on the
books of the Acquiring Fund's transfer agent.
Following distribution by the Acquired Fund to its
stockholders of all the Acquisition Shares delivered to the
Acquired Fund, the Acquired Fund shall wind up its affairs
and shall take all steps as are necessary and proper to
dissolve as soon as is reasonably possible after the
Effective Time, including filing of Articles of Dissolution
with SDAT.
(b) At and after the Closing Date, the Acquired Fund shall
provide the Acquiring Fund and its transfer agent with
immediate access to: (i) all records containing the names,
addresses and taxpayer identification numbers of all of the
Acquired Fund's stockholders and the number and percentage
ownership of the outstanding shares of the Acquired Fund
owned by stockholders as of the Effective Time, and (ii) all
original documentation (including all applicable Internal
Revenue Service forms, certificates, certifications and
correspondence) relating to the Acquired Fund stockholders'
taxpayer identification numbers and their liability for or
exemption from back-up withholding. The Acquired Fund shall
preserve and maintain, or shall direct its service providers
to preserve and maintain, records with respect to the
Acquired Fund as required by Section 31 of, and Rules 31a-1
and 31a-2 under, the 1940 Act.
6. Certain Representations and Warranties of the Acquired Fund.
The Acquired Fund represents and warrants to the Acquiring Fund as
follows:
(a) The Acquired Fund is a corporation duly incorporated,
validly existing and in good standing under the laws of the
State of Maryland. The Acquired Fund is registered with the
SEC as a closed-end management investment company under the
1940 Act and is duly registered with the SEC under the 1934
Act, and such registrations will be in full force and effect
as of the Effective Time.
(b) The Acquired Fund has the power and all necessary federal,
state and local qualifications and authorizations to own all
of the Assets, to carry on its business, to enter into this
Plan and to consummate the transactions contemplated herein.
(c) The Board of Directors of the Acquired Fund has duly
authorized the execution and delivery of this Plan and the
transactions contemplated herein. Duly authorized officers
of the Acquired Fund have executed and delivered the Plan.
The Plan represents a valid and binding contract,
enforceable in accordance with its terms, subject as to
enforcement to bankruptcy, insolvency, reorganization,
arrangement, moratorium, and other similar laws of general
applicability relating to or affecting creditors' rights and
to general equity principles. The execution and delivery of
this Plan does not, and, subject to the approval of
stockholders referred to in Section 3 hereof, the
consummation of the transactions contemplated by this Plan
will not, violate the Acquired Fund's Charter (the "Acquired
Fund Charter"), its Bylaws (the "Acquired Fund Bylaws") or
any material agreement to which the Acquired Fund is
subject. Except for the approval of its stockholders, the
Acquired Fund does not need to take any other action to
authorize its officers to effectuate this Plan and the
transactions contemplated herein.
(d) The Acquired Fund has qualified as a regulated investment
company under Part I of Subchapter M of Subtitle A, Chapter
1, of the Code, in respect of each taxable year since the
commencement of its operations and intends to continue to
qualify as a regulated investment company for its taxable
year ending upon its liquidation.
(e) The information pertaining to the Acquired Fund included
within the N-14 Registration Statement when filed with the
SEC, when Part A of the N-14 Registration Statement is
distributed to stockholders, at the time of the stockholders
meeting of the Acquired Fund for approval of the Acquisition
and at the Effective Time shall (i) comply in all material
respects with the applicable provisions of the 1933 Act, the
1934 Act and the 1940 Act, and the rules and regulations
thereunder and applicable state securities laws, and (ii)
not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or
necessary to make the statements made therein not
misleading.
(f) The Acquired Fund has duly authorized and validly issued all
of its issued and outstanding shares of common stock, and
all such shares are fully paid and non-assessable and were
offered for sale and sold in conformity with the
registration requirements of all applicable federal and
state securities laws. There are no outstanding options,
warrants or other rights to subscribe for or purchase any of
the shares of the Acquired Fund, nor are there any
securities convertible into shares of the Acquired Fund.
(g) The Acquired Fund shall operate its business in the ordinary
course between the date hereof and the Effective Time. Such
ordinary course of business will include the declaration and
payment of customary dividends and distributions and any
other dividends and distributions referred to in Section
4(b) hereof.
(h) At the Effective Time, the Acquired Fund will have good and
marketable title to the Assets and full right, power and
authority to assign, transfer, deliver and convey the
Assets.
(i) The Financial Statements of the Acquired Fund, a copy of
which has been previously delivered to the Acquiring Fund,
fairly present the financial position of the Acquired Fund
as of the Acquired Fund's most recent fiscal year-end and
the results of the Acquired Fund's operations and changes in
the Acquired Fund's net assets for the periods indicated.
(j) To the knowledge of the Acquired Fund, the Acquired Fund has
no liabilities, whether or not determined or determinable,
other than the Liabilities disclosed or provided for in its
Financial Statements or Liabilities incurred in the ordinary
course of business subsequent to the date of the most recent
Financial Statement referencing Liabilities.
(k) To the knowledge of the Acquired Fund, except as has been
disclosed in writing to the Acquiring Fund, no claims,
actions, suits, investigations or proceedings of any type
are pending or threatened against the Acquired Fund or any
of its properties or assets or any person whom the Acquired
Fund may be obligated to indemnify in connection with such
litigation, proceeding or investigation. Subject to the
foregoing, there are no facts that the Acquired Fund has
reason to believe are likely to form the basis for the
institution of any such claim, action, suit, investigation
or proceeding against the Acquired Fund. The Acquired Fund
is not a party to nor subject to the provisions of any
order, decree or judgment of any court or governmental body
that adversely affects, or is reasonably likely to adversely
affect, its financial condition, results of operations, or
the Assets or its ability to consummate the transactions
contemplated by the Plan.
(l) Except for agreements entered into or granted in the
ordinary course of its business, in each case under which no
material default exists, and this Plan, the Acquired Fund is
not a party to or subject to any material contract or other
commitments, that if terminated, may result in material
liability to the Acquired Fund or under which (whether or
not terminated) any material payment for periods subsequent
to the Closing Date will be due from the Acquired Fund.
(m) The Acquired Fund has filed its federal income tax returns,
copies of which have been previously made available to the
Acquiring Fund, for all taxable years for which such returns
are due and has paid all taxes payable pursuant to such
returns. All of the Acquired Fund's tax liabilities will
have been adequately provided for on its books. No such
return is currently under audit and no unpaid assessment has
been asserted with respect to such returns. To the best of
the Acquired Fund's knowledge, it will not have any tax
deficiency or liability asserted against it or question with
respect thereto raised, and it will not be under audit by
the Internal Revenue Service or by any state or local tax
authority for taxes in excess of those already paid. The
Acquired Fund will timely file its federal income tax return
for each subsequent taxable year including its current
taxable year.
(n) For federal income tax purposes, the Acquired Fund qualifies
as a "regulated investment company," and the provisions of
Sections 851 through 855 of the Code apply to the Acquired
Fund for the remainder of its current taxable year beginning
October 1, 2008, and will continue to apply through the
Closing Date.
(o) Since the date of the Financial Statements of the Acquired
Fund, there has been no material adverse change in its
financial condition, results of operations, business, or
Assets. For this purpose, negative investment performance
shall not be considered a material adverse change.
(p) The Acquired Fund's investment operations from inception to
the date hereof have been in compliance in all material
respects with the investment policies and investment
restrictions set forth in its prospectus or prospectuses and
statement or statements of additional information as in
effect from time to time, except as previously disclosed in
writing to the Acquiring Fund.
(q) The Acquisition Shares to be issued to the Acquired Fund
pursuant to paragraph 4(e)(1) will not be acquired for the
purpose of making any distribution thereof other than to the
Acquired Fund Stockholders as provided in paragraph 4(e)(1).
(r) The Acquired Fund, or its agents, (i) holds a valid Form
W-8Ben, Certificate of Foreign Status of Beneficial Owner
for United States Withholding (or other appropriate series
of Form W-8, as the case may be) or Form W-9, Request for
Taxpayer Identification Number and Certification, for each
Acquired Fund stockholder of record, which Form W-8 or Form
W-9 can be associated with reportable payments made by the
Acquired Fund to such stockholder, and/or (ii) has otherwise
timely instituted the appropriate backup withholding
procedures with respect to such stockholder as provided by
Section 3406 of the Code and the regulations thereunder.
7. Certain Representations and Warranties of Acquiring Fund.
The Acquiring Fund represents and warrants to the Acquired Fund as
follows:
(a) The Acquiring Fund is a corporation duly incorporated,
validly existing and in good standing under the laws of the
State of Maryland. The Acquiring Fund is registered with the
SEC as a closed-end management investment company under the
1940 Act and is duly registered with the SEC under the 1934
Act, and such registrations will be in full force and effect
as of the Effective Time.
(b) The Acquiring Fund shall operate its business in the
ordinary course between the date hereof and the Effective
Time. Such ordinary course of business will include the
declaration and payment of customary dividends and
distributions and any other dividends and distributions
referred to in Section 4(b) hereof.
(c) The Acquiring Fund has the power and all necessary federal,
state and local qualifications and authorizations to own all
of its assets, to carry on its business, to enter into this
Plan and to consummate the transactions contemplated herein.
(d) The Board of Directors of the Acquiring Fund has duly
authorized execution and delivery of this Plan and the
transactions contemplated herein. Duly authorized officers
of the Acquiring Fund have executed and delivered the Plan.
The Plan represents a valid and binding contract,
enforceable in accordance with its terms, subject as to
enforcement to bankruptcy, insolvency, reorganization,
arrangement, moratorium and other similar laws of general
applicability relating to or affecting creditors' rights and
to general equity principles. The execution and delivery of
this Plan does not, and the consummation of the transactions
contemplated by this Plan will not violate the Charter of
the Acquiring Fund (the "Acquiring Fund Charter"), its
Bylaws (the "Acquiring Fund Bylaws") or any material
agreement to which the Acquiring Fund is subject. Except for
the approval of its Board, the Acquiring Fund does not need
to take any other action to authorize its officers to
effectuate the Plan and the transactions contemplated
herein.
(e) The Acquiring Fund has qualified as a regulated investment
company under Part I of Subchapter M of Subtitle A, Chapter
1, of the Code, in respect of each taxable year since the
commencement of its operations and qualifies and intends to
continue to qualify as a regulated investment company for
its current taxable year.
(f) The N-14 Registration Statement, when filed with the SEC,
when Part A of the N-14 Registration Statement is
distributed to stockholders, at the time of the stockholder
meeting of the Acquired Fund for approval of the Acquisition
and at the Effective Time, insofar as it relates to the
Acquiring Fund shall (i) comply in all material respects
with the applicable provisions of the 1933 Act, the 1934 Act
and the 1940 Act, and the rules and regulations thereunder
and applicable state securities laws and (ii) not contain
any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to
make the statements made therein, in light of the
circumstances under which they were made, not misleading.
(g) The Acquiring Fund has duly authorized and validly issued
all issued and outstanding Acquisition Shares, and all such
shares are fully paid and non-assessable and were offered
for sale and sold in conformity with the registration
requirements of all applicable federal and state securities
laws. The Acquiring Fund has duly authorized the Acquisition
Shares referred to in Section 4(e) hereof to be issued and
delivered to the Acquired Fund as of the Effective Time.
When issued and delivered, such Acquisition Shares shall be
validly issued, fully paid and non-assessable, and no
stockholder of the Acquiring Fund shall have any preemptive
right of subscription or purchase in respect of any such
share. There are no outstanding options, warrants or other
rights to subscribe for or purchase any Acquisition Shares,
nor are there any securities convertible into Acquisition
Shares.
(h) To the knowledge of the Acquiring Fund, except as has been
disclosed in writing to the Acquiring Fund, no claims,
actions, suits, investigations or proceedings of any type
are pending or threatened against the Acquiring Fund or any
of its properties or assets or any person whom the Acquiring
Fund may be obligated to indemnify in connection with such
litigation, proceeding or investigation. Subject to the
foregoing, there are no facts that the Acquiring Fund
currently has reason to believe are likely to form the basis
for the institution of any such claim, action, suit,
investigation or proceeding against the Acquiring Fund. The
Acquiring Fund is not a party to or subject to the
provisions of any order, decree or judgment of any court or
governmental body that adversely affects, or is reasonably
likely to adversely affect its financial condition, results
of operations, its assets or its ability to consummate the
transactions contemplated by this Plan.
(i) Except for agreements entered into or granted in the
ordinary course of its business, in each case under which no
material default exists, the Acquiring Fund is not a party
to or subject to any material contract, debt instrument,
employee benefit plan, lease, franchise, license or permit
of any kind or nature whatsoever.
(j) The Acquiring Fund has filed its federal income tax returns,
copies of which have been previously made available to the
Acquired Fund, for all taxable years for which such returns
are due and has paid all taxes payable pursuant to such
returns. All of the Acquiring Fund's tax liabilities will
have been adequately provided for on its books. No such
return is currently under audit and no unpaid assessment has
been asserted with respect to such returns. To the best of
the Acquiring Fund's knowledge, it will not have any tax
deficiency or liability asserted against it or question with
respect thereto raised, and it will not be under audit by
the Internal Revenue Service or by any state or local tax
authority for taxes in excess of those already paid. The
Acquiring Fund will timely file its federal income tax
return for each subsequent taxable year including its
current taxable year.
(k) For federal income tax purposes, the Acquiring Fund
qualifies as a "regulated investment company," and the
provisions of Sections 851 through 855 of the Code apply to
the Acquiring Fund for the remainder of its current taxable
year beginning April 1, 2008, and will continue to apply
through the Closing Date.
(l) The Financial Statements of the Acquiring Fund, a copy of
which has been previously delivered to the Acquired Fund,
fairly present the financial position of the Acquiring
Fund's most recent fiscal year-end and the results of the
Acquiring Fund's operations and changes in the Acquiring
Fund's net assets for the period indicated.
(m) Since the date of the Financial Statements of the Acquiring
Fund, there has been no material adverse change in its
financial condition, results of operations, business or
assets. Negative investment performance shall not be
considered a material adverse change.
(n) The Acquiring Fund's investment operations from inception to
the date hereof have been in compliance in all material
respects with the investment policies and investment
restrictions set forth in its prospectus or prospectuses and
statement or statements of additional information as in
effect from time to time, except as previously disclosed in
writing to the Acquired Fund.
(o) The Acquiring Fund will use all reasonable efforts to obtain
the approvals and authorizations required by the 1933 Act,
the 1940 Act and such other state securities laws as it may
deem appropriate in order to continue its operations after
the Closing Date.
8. Conditions to the Obligations of the Acquiring Fund and the Acquired Fund.
The obligations of the Acquiring Fund and the Acquired Fund with
respect to the Acquisition shall be subject to the following conditions
precedent:
(a) The stockholders of the Acquired Fund shall have approved
the Acquisition in the manner required by the Acquired Fund
Charter, the Acquired Fund Bylaws and applicable law. If
stockholders of the Acquired Fund fail to approve the
Acquisition as required, that failure shall release the
Funds of their obligations under this Plan.
(b) The Acquiring Fund and the Acquired Fund shall have
delivered to the other party a certificate dated as of the
Closing Date and executed in its name by its Secretary or an
Assistant Secretary, in a form reasonably satisfactory to
the receiving party, stating that the representations and
warranties of the Acquiring Fund or the Acquired Fund, as
applicable, in this Plan that apply to the Acquisition are
true and correct in all material respects at and as of the
Valuation Time.
(c) The Acquiring Fund and the Acquired Fund shall have
performed and complied in all material respects with each of
its representations and warranties required by this Plan to
be performed or complied with by it prior to or at the
Valuation Time and the Effective Time.
(d) There has been no material adverse change in the financial
condition, results of operations, business, properties or
assets of the Acquiring Fund or the Acquired Fund since the
date of the most recent Financial Statements. Negative
investment performance shall not be considered a material
adverse change.
(e) The Acquiring Fund and the Acquired Fund shall have received
an opinion of Seward & Kissel LLP reasonably satisfactory to
each of them, substantially to the effect that for federal
income tax purposes:
(1) the Acquisition will constitute a "reorganization"
within the meaning of Section 368(a) of the Code and
that the Acquiring Fund and the Acquired Fund will each
be "a party to a reorganization" within the meaning of
Section 368(b) of the Code;
(2) a stockholder of the Acquired Fund will recognize no
gain or loss on the exchange of the stockholder's
shares of the Acquired Fund solely for Acquisition
Shares, except with respect to cash received in lieu of
a fractional share of the Acquiring Fund in connection
with the Acquisition;
(3) neither the Acquired Fund nor the Acquiring Fund will
recognize any gain or loss upon the transfer of all of
the Assets to the Acquiring Fund in exchange for
Acquisition Shares (plus cash in lieu of fractional
shares) and the assumption by Acquiring Fund of the
Liabilities pursuant to this Plan or upon the
distribution of Acquisition Shares and cash to
stockholders of the Acquired Fund in exchange for their
respective shares of the Acquired Fund;
(4) the holding period and tax basis of the Assets acquired
by the Acquiring Fund will be the same as the holding
period and tax basis that the Acquired Fund had in such
Assets immediately prior to the Acquisition;
(5) the aggregate tax basis of the Acquisition Shares
received in connection with the Acquisition by each
stockholder of the Acquired Fund (including any
fractional share to which the stockholder may be
entitled) will be the same as the aggregate tax basis
of the shares of the Acquired Fund surrendered in
exchange therefor, decreased by any cash received and
increased by any gain recognized on the exchange;
(6) the holding period of the Acquisition Shares received
in connection with the Acquisition by each stockholder
of the Acquired Fund (including any fractional share to
which the stockholder may be entitled) will include the
holding period of the shares of the Acquired Fund
surrendered in exchange therefor, provided that such
Acquired Fund shares constitute capital assets in the
hands of the stockholder as of the Closing Date;
(7) The Acquiring Fund will succeed to the capital loss
carryovers of the Acquired Fund, if any, under Section
381 of the Code, but the use by the Acquiring Fund of
any such capital loss carryovers (and of capital loss
carryovers of the Acquiring Fund) may be subject to
limitation under Section 383 of the Code; and
(8) any gain or loss realized by a stockholder of the
Acquired Fund upon the sale of a fractional share of
the Acquiring Fund to which the stockholder is entitled
will be recognized to the stockholder and measured by
the difference between the amount of cash received and
the basis of the fractional share and, provided that
the Acquired Fund shares surrendered constitute capital
assets in the hands of the stockholder, will be a
capital gain or loss.
The opinion will be based on certain factual certifications
made by officers of the Funds and will also be based on
customary assumptions and subject to certain qualifications.
The opinion is not a guarantee that the tax consequences of
the Acquisition will be as described above.
Notwithstanding this subparagraph (e), Seward & Kissel LLP
will express no view with respect to the effect of the
Acquisition on any transferred asset as to which any
unrealized gain or loss is required to be recognized at the
end of a taxable year (or on the termination or transfer
thereof) under federal income tax principles. Each Fund
shall agree to make and provide additional representations
to Seward & Kissel LLP with respect to the Funds that are
reasonably necessary to enable Seward & Kissel LLP to
deliver the tax opinion. Notwithstanding anything in this
Plan to the contrary, neither Fund may waive in any material
respect the conditions set forth under this subparagraph
(e).
(f) The N-14 Registration Statement shall have become effective
under the 1933 Act as to the Acquisition Shares, and the SEC
shall not have instituted and to the knowledge of the
Acquiring Fund is not contemplating instituting, any stop
order suspending the effectiveness of the N-14 Registration
Statement.
(g) No action, suit or other proceeding shall be threatened or
pending before any court or governmental agency in which it
is sought to restrain or prohibit, or obtain damages or
other relief in connection with, the Acquisition.
(h) The SEC shall not have issued any unfavorable advisory
report under Section 25(b) of the 1940 Act nor instituted
any proceeding seeking to enjoin consummation of the
Acquisition under Section 25(c) of the 1940 Act.
(i) Neither party shall have terminated this Plan with respect
to the Acquisition pursuant to Section 13 of this Plan.
(j) The NYSE shall have approved, upon official notice of
issuance, the listing of the Acquisition Shares to be issued
and delivered to the Acquired Fund pursuant hereto.
9. Conditions to the Obligations of the Acquired Fund.
The obligations of the Acquired Fund with respect to the Acquisition
shall be subject to the following conditions precedent:
(a) The Acquired Fund shall have received an opinion of Seward &
Kissel LLP, counsel to the Acquiring Fund, in form and
substance reasonably satisfactory to the Acquired Fund and
dated as of the Closing Date, substantially to the effect
that:
(1) The Acquiring Fund is a corporation duly incorporated,
existing and in good standing under the laws of the
State of Maryland and is a closed-end, management
investment company registered under the 1940 Act and
duly registered under the 1934 Act;
(2) This Plan has been duly authorized, executed and
delivered by the Acquiring Fund and, assuming the N-14
Registration Statement referred to in Section 2 of this
Plan does not contain any material misstatements or
omissions, and assuming due authorization, execution
and delivery of this Plan by the Acquired Fund,
represents a legal, valid and binding contract,
enforceable in accordance with its terms, subject to
the effect of bankruptcy, insolvency, moratorium,
fraudulent conveyance and transfer and similar laws
relating to or affecting creditors' rights generally
and court decisions with respect thereto, and further
subject to the application of equitable principles in
any proceeding, whether at law or in equity or with
respect to the enforcement of provisions of the Plan
and the effect of judicial decisions which have held
that certain provisions are unenforceable when their
enforcement would violate an implied covenant of good
faith and fair dealing or would be commercially
unreasonable or when default under the Plan is not
material;
(3) The Acquisition Shares to be delivered as provided for
by this Plan are duly authorized and, when issued in
accordance with this Plan and the resolutions of the
Board of Directors authorizing the issuance thereof,
will be validly issued, fully paid and non-assessable;
(4) The execution and delivery of this Plan did not, and
the consummation of the Acquisition will not, violate
the Acquiring Fund Charter or the Acquiring Fund Bylaws
or any agreement of the Acquiring Fund known to such
counsel, after reasonable inquiry; and
(5) To the knowledge of such counsel, no consent, approval,
authorization or order of any federal or state court or
administrative or regulatory agency, other than the
acceptance of record of Articles of Transfer by the
SDAT, is required for the Acquiring Fund to enter into
this Plan or carry out its terms, except those that
have been obtained under the 1933 Act, the 1934 Act,
the 1940 Act and the rules and regulations under those
Acts or that may be required under state securities
laws or subsequent to the Effective Time or when the
failure to obtain the consent, approval, authorization
or order would not have a material adverse effect on
the operation of the Acquiring Fund.
In rendering such opinion, Seward & Kissel LLP may (i) rely
on the opinion of Venable LLP as to matters of Maryland law
to the extent set forth in such opinion, (ii) make
assumptions regarding the authenticity, genuineness and/or
conformity of documents and copies thereof without
independent verification thereof, (iii) limit such opinion
to applicable federal and state law, (iv) define the word
"knowledge" and related terms to mean the knowledge of
attorneys then with such firm who have devoted substantive
attention to matters directly related to this Plan and (v)
rely on certificates of officers or directors of the
Acquiring Fund as to factual matters.
(b) The Acquired Fund shall have received a letter from the
Adviser with respect to insurance matters in form and
substance satisfactory to the Acquired Fund.
10. Conditions to the Obligations of the Acquiring Fund.
The obligations of the Acquiring Fund with respect to the Acquisition
shall be subject to the following conditions precedent:
(a) The Acquiring Fund shall have received an opinion of Seward
& Kissel LLP, counsel to the Acquired Fund, in form and
substance reasonably satisfactory to the Acquiring Fund and
dated as of the Closing Date, substantially to the effect
that:
(1) The Acquired Fund is a corporation duly incorporated,
validly existing and in good standing under the laws of
the State of Maryland and is a closed-end management
investment company registered under the 1940 act and
duly registered under the 1934 Act;
(2) This Plan has been duly authorized, executed and
delivered by the Acquired Fund and, assuming the N-14
Registration Statement referred to in Section 2 of this
Plan does not contain any material misstatements or
omissions, and assuming due authorization, execution
and delivery of this Plan by the Acquiring Fund,
represents a legal, valid and binding contract,
enforceable in accordance with its terms, subject to
the effect of bankruptcy, insolvency, moratorium,
fraudulent conveyance and transfer and similar laws
relating to or affecting creditors' rights generally
and court decisions with respect thereto, and further
subject to the application of equitable principles in
any proceeding, whether at law or in equity or with
respect to the enforcement of provisions of the Plan
and the effect of judicial decisions which have held
that certain provisions are unenforceable when their
enforcement would violate an implied covenant of good
faith and fair dealing or would be commercially
unreasonable or when default under the Plan is not
material;
(3) The execution and delivery of this Plan did not, and
the consummation of the Acquisition will not, violate
the Acquired Fund Charter or the Acquired Fund Bylaws
or any agreement of the Acquired Fund known to such
counsel, after reasonable inquiry; and
(4) To the knowledge of such counsel, no consent, approval,
authorization or order of any federal or state court or
administrative or regulatory agency, other than the
acceptance of record of Articles of Transfer by the
SDAT, is required for the Acquired Fund to enter into
the Plan or carry out its terms, except those that have
been obtained under the 1933 Act, the 1934 Act, the
1940 Act and the rules and regulations under those Acts
or that may be required under state securities laws or
subsequent to the Effective Time or when the failure to
obtain the consent, approval, authorization or order
would not have a material adverse effect on the
operation of the Acquired Fund.
In rendering such opinion, Seward & Kissel LLP may (i) rely
on the opinion of Venable LLP as to matters of Maryland law,
(ii) make assumptions regarding the authenticity,
genuineness and/or conformity of documents and copies
thereof without independent verification thereof, (iii)
limit such opinion to applicable federal and state law, (iv)
define the word "knowledge" and related terms to mean the
knowledge of attorneys then with such firm who have devoted
substantive attention to matters directly related to this
Plan and (v) rely on certificates of officers or directors
of the Acquired Fund as to factual matters.
(b) The Acquiring Fund shall have received a letter from the
Adviser agreeing to indemnify the Acquiring Fund in respect
of certain liabilities of the Acquired Fund in form and
substance satisfactory to the Acquiring Fund.
11. Closing.
(a) The Closing shall be held at the offices of the Funds, 1345
Avenue of the Americas, New York, New York 10105, or at such
other time place as the parties may agree.
(b) In the event that at the Valuation Time (a) the NYSE shall
be closed to trading or trading thereon shall be restricted,
or (b) trading or the reporting of trading on said Exchange
or elsewhere shall be disrupted so that accurate appraisal
of the value of the net assets of the Acquired Fund or the
Acquiring Fund is impracticable, the Closing Date shall be
postponed until the first business day after the day when
trading shall have been fully resumed and reporting shall
have been restored; provided that if trading shall not be
fully resumed and reporting restored within three business
days of the Valuation Time, this Plan may be terminated by
either the Acquired Fund or the Acquiring Fund upon the
giving of written notice to the other party.
(c) The Acquiring Fund will provide to the Acquired Fund
evidence satisfactory to the Acquired Fund that the
Acquisition Shares issuable pursuant to the Acquisition have
been credited to the Acquired Fund's account on the books of
the Acquiring Fund. After the Closing Date, the Acquiring
Fund will provide to the Acquired Fund evidence satisfactory
to the Acquired Fund that such Shares have been credited pro
rata to open accounts in the names of the Acquired Fund
Stockholders.
(d) At the Closing each party shall deliver to the other such
bills of sale, instruments of assumption of liabilities,
checks, assignments, stock certificates, receipts or other
documents as such other party or its counsel may reasonably
request in connection with the transfer of assets,
assumption of liabilities and liquidation contemplated by
the Plan.
12. Survival of Representations and Warranties.
No representations, warranties or covenants in or pursuant to this
Plan (including certificates of officers) hereto shall survive the completion of
the transactions contemplated herein.
13. Termination of Plan.
A majority of either Fund's Board of Directors may terminate this Plan
with respect to that Fund at any time before the applicable Effective Time if:
(i) the Fund's conditions precedent set forth in Sections 8, 9 or 10 as
appropriate, are not satisfied; or (ii) the Board of Directors determines that
the consummation of the Acquisition is not in the best interests of the Fund or
its stockholders and gives notice of such termination to the other party.
14. Governing Law.
This Plan and the transactions contemplated hereby shall be governed,
construed and enforced in accordance with the laws of the State of New York,
except to the extent preempted by federal law, without regard to conflicts of
law principles.
15. Brokerage Fees.
Each party represents and warrants that there are no brokers or
finders entitled to receive any payments in connection with the transactions
provided for in the Plan.
16. Amendments.
The parties may, by agreement in writing authorized by their
respective Board of Directors, amend this Plan at any time before or after the
stockholders of the Acquired Fund approve the Acquisition. However, after
stockholders of the Acquired Fund approve the Acquisition, the parties may not
amend this Plan in a manner that materially alters the obligations of the other
party. This Section shall not preclude the parties from changing the Closing
Date or the Effective Time by mutual agreement.
17. Waivers.
At any time prior to the Closing Date, either party may by written
instrument signed by it (i) waive the effect of any inaccuracies in the
representations and warranties made to it contained herein and (ii) waive
compliance with any of the agreements, covenants or conditions made for its
benefit contained herein. Any waiver shall apply only to the particular
inaccuracy or requirement for compliance waived, and not any other or future
inaccuracy or lack of compliance.
18. Indemnification of Directors.
The Acquiring Fund agrees that all rights to indemnification and all
limitations of liability existing in favor of the Acquired Fund's current and
former Directors and officers, acting in their capacities as such, under the
Acquired Fund Charter and the Acquired Fund Bylaws as in effect as of the date
of this Plan shall survive the Acquisition as obligations of the Acquiring Fund
and shall continue in full force and effect, without any amendment thereto, and
shall constitute rights which may be asserted against the Acquiring Fund, its
successors or assigns.
19. Other Matters.
Pursuant to Rule 145 under the 1933 Act, and in connection with the
issuance of any shares to any person who at the time of the Acquisition is, to
the Acquiring Fund's knowledge, an affiliate of a party to the Acquisition
pursuant to Rule 145(c), the Acquiring Fund will cause to be affixed upon the
certificate(s) issued to such person (if any) a legend as follows:
THESE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFER
UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD
OR OTHERWISE TRANSFERRED EXCEPT TO ACQUIRING FUND (OR
ITS STATUTORY SUCCESSOR) UNLESS (I) A REGISTRATION
STATEMENT WITH RESPECT TO SUCH SHARES IS EFFECTIVE
UNDER THE SECURITIES ACT OF 1933 OR (II) IN THE OPINION
OF COUNSEL REASONABLY SATISFACTORY TO THE FUND, SUCH
REGISTRATION IS NOT REQUIRED.
20. Cooperation and Further Assurances.
Each party will cooperate with the other in fulfilling its obligations
under this Plan and will provide such information and documentation as is
reasonably requested by the other in carrying out the Plan's terms. Each party
will provide such further assurances concerning the performance of its
obligations hereunder and execute all documents for or in connection with the
consummation of the Acquisition as, with respect to such assurances or
documents, the other shall deem necessary or appropriate.
21. Updating of N-14 Registration Statement.
If at any time prior to the Effective Time, a party becomes aware of
any untrue statement of a material fact or omission to state a material fact
required to be stated therein or necessary to make the statements made not
misleading in the N-14 Registration Statement, the party discovering the item
shall notify the other party and the parties shall cooperate in promptly
preparing, filing and clearing with the SEC and, if appropriate, distributing to
stockholders appropriate disclosure with respect to the item.
22. Limitation on Liabilities.
The obligations of the Acquired Fund and the Acquiring Fund shall not
bind any of the directors, stockholders, nominees, officers, agents, employees
or agents of the Acquired Fund or the Acquiring Fund personally, but shall bind
only the Acquired Fund or Acquiring Fund, as appropriate. The execution and
delivery of this Plan by an officer of either party shall not be deemed to have
been made by the officer individually or to impose any liability on the officer
personally, but shall bind only the Acquired Fund or the Acquiring Fund, as
appropriate.
23. Termination of the Acquired Fund.
If the parties complete the Acquisition, the Acquired Fund shall
terminate its registration under the 1940 Act, the 1933 Act, and the 1934 Act
and will liquidate and dissolve.
24. Notices.
Any notice, report, statement, certificate or demand required or
permitted by any provision of the Plan shall be in writing and shall be given in
person or by telecopy, certified mail or overnight express courier to:
For the Acquired Fund:
ACM Managed Dollar Income Fund, Inc.
1345 Avenue of the Americas
New York, New York 10105
Attention: Secretary
For the Acquiring Fund:
AllianceBernstein Global High Income Fund, Inc.
1345 Avenue of the Americas
New York, New York 10105
Attention: Secretary
25. Expenses.
The Acquisition expenses shall be shared by the Acquired Fund and the
Adviser. The Acquired Fund will pay the first $175,000 of the Acquisition
expenses and the Adviser will pay all amounts in excess of that amount.
26. General.
This Plan supersedes all prior agreements between the parties with
respect to the subject matter hereof and may be amended only in writing signed
by both parties. The headings contained in this Plan are for reference only and
shall not affect in any way the meaning or interpretation of this Plan. Whenever
the context so requires, the use in the Plan of the singular will be deemed to
include the plural and vice versa. Nothing in this Plan, expressed or implied,
confers upon any other person any rights or remedies under or by reason of this
Plan. Neither party may assign or transfer any right or obligation under this
Plan without the written consent of the other party.
In Witness Whereof, the parties hereto have executed this Plan as of the day and
year first above written.
AllianceBernstein Global High Income Fund, Inc.
Attest:
------------------------------------ By: --------------------------------
Name: Name:
Title: Title:
ACM Managed Dollar Income Fund, Inc.
Attest:
------------------------------------ By: --------------------------------
Name: Name:
Title: Title:
Accepted and agreed with respect to
Section 25 only:
AllianceBernstein L.P.
By: AllianceBernstein Corporation,
its General Partner
By: _______________________________
Name:
Title:
APPENDIX F
CAPITALIZATION
The following table sets forth (i) the capitalization of the Funds and
(ii) the pro forma capitalization of the combined Fund as adjusted giving effect
to the proposed acquisition of assets at net asset value as of April 10, 2009:
Global High Income
Managed Dollar Global High Income Adjustments (pro forma)(1)
----------------- ------------------ --------------- ------------------
Total Net Assets $114,486,560 $754,946,994 $ (40,000)* $869,393,554
Shares Outstanding 18,495,567 76,336,108 (6,919,474)(2) 87,912,201
NAV Per Share $ 6.19(3) $ 9.89 - $ 9.89
-----------------------------------------------
* Portfolio repositioning costs.
(1) Assumes the Acquisition was consummated on April 10, 2009 and is for
information purposes only. No assurance can be given as to how many shares
of Global High Income will be received by shareholders of Managed Dollar on
the date the Acquisition takes place, and the foregoing should not be
relied upon to reflect the number of shares of Global High Income that will
actually be received on or after such date.
(2) In connection with the Acquisition, shares of Global High Income will be
issued to the shareholders of Managed Dollar. The number of shares assumed
to be issued is equal to the net asset value of Managed Dollar divided by
the net asset value per share of Global High Income as of April 20, 2009.
(3) Costs associated with the Acquisition in the amount of $175,000 were borne
by Managed Dollar and reflected in the NAV of Managed Dollar as of April
10, 2009.
APPENDIX G
TRADING HISTORY AND SHARE PRICE DATA
Shares of each of the Funds are traded on the New York Stock Exchange ("NYSE")
under the following symbols: Managed Dollar - "ADF" and Global High Income -
"AWF." Shares of closed-end management companies frequently trade at discounts
from their NAVs, and the Funds' shares have also traded at a discount in recent
times. The following tables set forth for each Fund's fiscal quarter within the
two most recent fiscal years and each Fund's fiscal quarter since the beginning
of the current fiscal year: (a) the per share high and low sales prices as
reported by the NYSE; (b) the NAV per share, based on the Fund's computation as
of 4:00 p.m. on the NYSE business day corresponding to the dates on which the
respective high and low prices were recorded; and (c) the discount or premium to
NAV represented by the high and low sales prices shown. The range of NAVs and of
premiums and discounts for the shares during the periods shown may be broader
than is shown in this table. On March 31, 2009, the closing price per share was
$4.88 and $8.29, the NAV per share was $6.03 and $9.58 and the discount to NAV
was (19.07)% and (13.47)%, for Managed Dollar and Global High Income,
respectively.
(Discount) or
Managed Dollar Corresponding Premium to
FYE: September 30 Sales Price Net Asset Value Net Asset Value
----------------- --------------------- ----------------------- ------------------------
Quarter Ended High Low High Low High Low
----------------- --------- ------- ----------- -------- --------- ----------
12/31/06 $ 7.88 $ 7.34 $ 8.45 $ 8.23 (6.75)% (10.81)%
3/31/07 $ 8.15 $ 7.83 $ 8.50 $ 8.44 (4.12)% (7.23)%
6/30/07 $ 8.19 $ 7.76 $ 8.52 $ 8.35 (3.87)% (7.07)%
9/30/07 $ 7.78 $ 6.50 $ 8.30 $ 7.99 (6.27)% (18.65)%
12/31/07 $ 7.33 $ 7.03 $ 8.33 $ 8.10 (12.00)% (13.21)%
3/31/08 $ 7.29 $ 6.83 $ 8.02 $ 7.83 (9.10)% (12.77)%
6/30/08 $ 7.56 $ 6.89 $ 8.05 $ 7.75 (6.09)% (11.10)%
9/30/08 $ 6.86 $ 5.06 $ 7.71 $ 7.23 (11.02)% (30.01)%
12/31/08 $ 5.40 $ 3.47 $ 6.90 $ 5.36 (21.74)% (35.26)%
3/31/09 $ 5.23 $ 4.08 $ 6.05 $ 5.69 (13.55)% (28.30)%
(Discount) or
Global High Income Corresponding Premium to
FYE: March 31 Sales Price Net Asset Value Net Asset Value
------------------ --------------------- ----------------------- ------------------------
Quarter Ended High Low High Low High Low
------------------ --------- ------- ---------- -------- --------- ----------
6/30/07 $ 14.25 $ 13.23 $ 15.05 $ 14.61 (5.32)% (9.45)%
9/30/07 $ 13.83 $ 11.45 $ 14.67 $ 13.79 (5.73)% (16.97)%
12/31/07 $ 13.67 $ 12.38 $ 14.76 $ 14.43 (7.38)% (14.21)%
3/31/08 $ 13.41 $ 12.59 $ 13.99 $ 14.24 (4.15)% (11.59)%
6/30/08 $ 14.09 $ 12.78 $ 14.08 $ 13.59 (0.07)% (5.96)%
9/30/08 $ 12.72 $ 8.60 $ 13.35 $ 12.52 (4.72)% (31.31)%
12/31/08 $ 10.30 $ 5.97 $ 11.97 $ 9.00 (13.95)% (33.67)%
3/31/09 $ 9.32 $ 6.50 $ 9.46 $ 8.89 (1.48)% (26.88)%
APPENDIX H
LEGAL PROCEEDINGS
On October 2, 2003, a purported class action complaint entitled Hindo et al. v.
AllianceBernstein Growth & Income Fund et al. (the "Hindo Complaint") was filed
against the Adviser; AllianceBernstein Holding L.P. ("Holding");
AllianceBernstein Corporation; AXA Financial, Inc.; certain of the
AllianceBernstein Mutual Funds; certain officers of the Adviser
("AllianceBernstein defendants"); and certain other unaffiliated defendants as
well as unnamed Doe defendants. The Hindo Complaint was filed in the United
States District Court for the Southern District of New York by alleged
shareholders of two of the AllianceBernstein Mutual Funds. The Hindo Complaint
alleges that certain of the AllianceBernstein defendants failed to disclose that
they improperly allowed certain hedge funds and other unidentified parties to
engage in "late trading" and "market timing" of AllianceBernstein Mutual Fund
securities, violating Sections 11 and 15 of the Securities Act of 1933, Sections
10(b) and 20(a) of the Securities Exchange Act of 1934, and Sections 206 and 215
of the Investment Advisers Act of 1940. Plaintiffs seek an unspecified amount of
compensatory damages and rescission of their contracts with the Adviser,
including recovery of all fees paid to the Adviser pursuant to such contracts.
Following October 2, 2003, additional lawsuits making factual allegations
generally similar to those in the Hindo Complaint were filed in various federal
and state courts against the Adviser and certain other defendants. On September
29, 2004, plaintiffs filed consolidated amended complaints with respect to four
claim types: mutual fund shareholder claims; mutual fund derivative claims;
derivative claims brought on behalf of Holding; and claims brought under ERISA
by participants in the Profit Sharing Plan for Employees of the Adviser. All
four complaints include substantially identical factual allegations, which
appear to be based in large part on the Order of the Securities and Exchange
Commission dated December 18, 2003 as amended and restated January 15, 2004 and
the New York State Attorney General Assurance of Discontinuation dated September
1, 2004.
On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual
fund shareholder claims, mutual fund derivative claims, and ERISA claims entered
into a confidential memorandum of understanding containing their agreement to
settle these claims. The agreement will be documented by a stipulation of
settlement and will be submitted for court approval at a later date. The
settlement amount ($30 million), which the Adviser previously accrued and
disclosed, has been disbursed. The derivative claims brought on behalf of
Holding, in which plaintiffs seek an unspecified amount of damages remain
pending.
It is possible that these matters and/or other developments resulting from these
matters could result in increased redemptions of a Portfolio's shares or other
adverse consequences to a Portfolio. This may require the Portfolios to sell
investments to provide for sufficient liquidity and could also have an adverse
effect on the investment performance of the Portfolios. However, the Adviser
believes that these matters are not likely to have a material adverse effect on
its ability to perform advisory services relating to the Portfolios.
APPENDIX I
SHARE OWNERSHIP INFORMATION
Shares Outstanding
As of May 1, 2009 each Fund had the following number of shares of
common stock outstanding.
Number of Outstanding
Shares of
Fund Common Stock
-------------------------------- ------------------------
Managed Dollar 18,495,567
Global High Income 76,336,107
Ownership of Shares
As of May 1, 2009, the directors and officers of each Fund as a group
beneficially owned less than 1% of the outstanding shares of common stock of
that Fund. To the knowledge of Global High Income, no person owned either of
record or beneficially, 5% or more of the outstanding shares of the Fund. To the
knowledge of Managed Dollar, the following table shows the person owning, as of
May 1, 2009, either of record or beneficially, 5% or more of the outstanding
shares of the Fund and the percentage of the combined Fund's shares to be owned
by the person if the Acquisition had been consummated as of that date.
Percentage of
Number of Outstanding
Outstanding Percentage of Shares
Name and Address Shares Outstanding of Combined
Fund of Shareholder of Owned Shares Owned Fund Owned
---- -------------- ----------- ------------ -------------
Managed Dollar Bulldog Investors 973,112 5.26% 0.68%
Park 80
West Plaza Two
Suite 750
Saddle Brook, NJ 07633
APPENDIX J
FINANCIAL HIGHLIGHTS TABLE
The financial highlights table is intended to help you understand each Fund's
financial performance for the past 5 years. Certain information reflects
financial results for a single share of each Fund. The total returns in the
table represent the rate that an investor would have earned (or lost) on an
investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by Ernst & Young LLP, the
independent registered public accounting firm for the Funds, whose reports,
along with each Fund's financial statements, are included in each Fund's annual
report, which is available upon request.
Global High Income
------------------------------------------------------------------------------
Year Ended March 31,
------------------------------------------------------------------------------
2009 2008 2007 2006 2005
------------ ------------ ------------- ----------- ------------
Net asset value, beginning
of period $13.81 $15.19 $14.54 $13.55 $13.59
------------ ------------ ------------- ----------- ------------
Income From Investment
Operations
Net investment income(a) 1.07 1.07 .91 .90 .87
Net realized and
unrealized gain (loss)
on investment transactions (3.77) (.77) .72 .99 (.08)
------------ ------------ ------------- ----------- ------------
Net increase (decrease) in
net asset value from operations (2.70) .30 1.63 1.89 .79
------------ ------------ ------------- ----------- ------------
Less: Dividends and Distributions
Dividends from net
investment income (1.10) (1.13) (.98) (.90) (.83)
Distributions from net realized
gain on investment and foreign
currency transactions (.43) (.55) -0- -0- -0-
------------ ------------ ------------- ----------- ------------
Total dividends and
distributions (1.53) (1.68) (.98) (.90) (.83)
------------ ------------ ------------- ----------- ------------
Net asset value, end of period $9.58 $13.81 $15.19 $14.54 $13.55
============ ============ ============= =========== ============
Market value, end of period $8.29 $13.10 $13.85 $12.59 $11.80
Premium/(Discount) (13.47)% (5.14)% (8.82)% (13.41)% (12.92)%
Total Return
Total investment return
based on:(b)
Market value (25.76)% 7.09% 18.52% 14.62% (1.96)%
Net asset value (18.61)% 2.94% 12.55% 15.28% 6.94%
Ratios/Supplemental Data
Net assets, end of period
(000's omitted) $731,148 $1,054,559 $1,027,252 $983,788 $916,838
Ratio to average net assets of:
Expenses 1.07% 1.53% 1.68% 1.23% 1.30%
Expenses, excluding
interest expense 1.01% 1.00% 1.06% 1.15% 1.28%
Net investment income 9.18% 7.34% 6.24% 6.33% 6.50%
Portfolio turnover rate 39% 67% 68% 79% 147%
MANAGED DOLLAR
Year Ended September 30,
Six Months Ended ----------------------------------------------------------------------
March 31, 2009
(unaudited) 2008 2007 2006 2005 2004(d)
---------------- ---------- --------- --------- -------- -----------
Net asset value, beginning
of period $7.00 $8.29 $8.22 $8.28 $7.87 $7.68
------------ ---------- --------- --------- -------- -----------
Income From Investment
Operations
Net investment income(a) .26 .55 .54 .58 .65 .76
Net realized and unrealized
gain (loss) on
investment transactions (.95) (1.28) .09 (.05) .43 .23
Contributions from Adviser -0- -0-(d) -0- -0- -0- -0-
------------ ---------- --------- --------- -------- -----------
Net increase (decrease) in
net asset value from
operations (.69) (.73) .63 .53 1.08 .99
------------ ---------- --------- --------- -------- -----------
Less: Dividends
Dividends from net
investment income (.28) (.56) (.56) (.59) (.67) (.80)
------------ ---------- --------- --------- -------- -----------
Net asset value, end of
period $6.03 $7.00 $8.29 $8.22 $8.28 $7.87
------------ ---------- --------- --------- -------- -----------
Market value, end of period $4.88 $5.22 $7.31 $7.37 $7.74 $7.87
============ ========== ========= ========= ======== ===========
Premium/(Discount) (19.07)% (25.43)% (11.82)% (10.34)% (6.52)% 0%
Total Return
Total investment return
based on:(b)
Market value (.74)% (22.66)% 6.55% 3.07% 7.10% 6.91%
Net asset value (8.54)% (8.53)%* 8.34% 7.46% 14.57% 13.45%
Ratios/Supplemental Data
Net assets, end of period
(000's omitted) $111,614 $129,449 $161,317 $168,449 $178,560 $178,735
Ratio to average net assets of:
Expenses 1.68%(f) 1.40% 1.56% 1.71% 1.49% 1.44%
Expenses, excluding
interest expense(e) 1.56%(f) 1.12% 1.13% 1.13% 1.13% 1.15%
Net investment income 8.87%(f) 6.91% 6.42% 7.10% 8.06% 9.76%
Portfolio turnover rate 6% 26% 42% 55% 63% 95%
-----------------------------------------------
(a) Based on average shares outstanding.
(b) Total investment return is calculated assuming a purchase of common stock
on the opening of the first day and a sale on the closing of the last day
of each period reported. Dividends and distributions, if any, are assumed,
for purposes of this calculation, to be reinvested at prices obtained under
the Fund's Dividend Reinvestment Plan. Generally, total investment return
based on net asset value will be higher than total investment return based
on market value in periods where there is an increase in the discount or a
decrease in the premium of the market value to the net asset value from the
beginning to the end of such periods. Conversely, total investment return
based on net asset value will be lower than total investment return based
on market value in periods where there is a decrease in the discount or an
increase in the premium of the market value to the net asset value from the
beginning to the end of such periods. Total investment return calculated
for a period of less than one year is not annualized.
(c) Excludes net interest expense of .06%, .53%, .62%, and .08%,
respectively, on borrowings.
(d) As of October 1, 2003, the Fund has adopted the method of accounting for
interim payments on swap contracts in accordance with Financial Accounting
Standards Board Statement No. 133. These interim payments are reflected
within net realized and unrealized gain(loss) on swap contracts, however,
prior to October 1, 2003, these interim payments were reflected within
interest income/expense on the statement of operations. The effect of this
change for the year ended September 30, 2004, was to decrease net
investment income per share by $0.01 and increase net realized and
unrealized gain (loss) on investment transactions per share by $0.01, and
decrease the ratios of net investment income and expenses to average net
assets by 0.15%.
(e) Amount is less than $0.005.
(f) Annualized.
(g) Excludes net interest expense of .12%, .28%, .43%, .58%, .36%, and .29%,
respectively, on borrowings.
* Includes the impact of proceeds received and credited to the Fund resulting
from the class action settlements, which enhanced the Fund's performance
for the year ended September 30, 2008 by 0.02%
SK 00250 0158 972559 v4
Vote by Touch-Tone Phone or by Mail!!
CALL: To vote by phone call toll-free 1-800-[_______] and
Follow the recorded instructions.
MAIL: Return the signed Proxy Card in the enclosed envelope.
PROXY IN CONNECTION WITH THE SPECIAL MEETING OF
STOCKHOLDERS TO BE HELD JULY 30, 2009
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE FUND
ACM Managed Dollar Income Fund, Inc.
The undersigned hereby appoints Stephen J. Laffey and Carol H. Rappa, or either
of them, as proxies for the undersigned, each with full power of substitution,
to attend the Meeting of Stockholders (the "Meeting") of ACM Managed Dollar
Income Fund, Inc. (the "Fund"), to be held at [________], Eastern Time, on
Thursday, July 30, 2009 at the offices of the Fund at 1345 Avenue of the
Americas, [____] Floor, New York, New York 10105, and at any postponement or
adjournment thereof, to cast on behalf of the undersigned all votes that the
undersigned is entitled to cast at the Meeting and otherwise to represent the
undersigned at the Meeting with all powers possessed by the undersigned if
personally present at the Meeting. The undersigned hereby acknowledges receipt
of the Notice of Meeting and accompanying Prospectus/Proxy Statement, revokes
any proxy previously given with respect to the Meeting and instructs said
proxies to vote said shares as indicated on the reverse side of this Proxy Card.
IF THIS PROXY CARD IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST AS SPECIFIED. IF THIS PROXY CARD IS PROPERLY EXECUTED
BUT NO SPECIFICATION IS MADE FOR THE PROPOSAL, THE VOTES ENTITLED TO BE CAST BY
THE UNDERSIGNED WILL BE CAST "FOR" THE PROPOSAL AS DESCRIBED IN THE
PROSPECTUS/PROXY STATEMENT. ADDITIONALLY, THE VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST IN THE DISCRETION OF THE PROXYHOLDER ON ANY OTHER
MATTER THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE AND RETURN THIS PROXY CARD
PROMPTLY IN THE ENCLOSED ENVELOPE.
/x/ Please mark votes as in this example.
--------------------------------------------------------------------------------
THE PROPOSAL Acquisition by AllianceBernstein Global High Income Fund, Inc. of
all of the assets and the assumption of all of the liabilities of the Fund in
exchange for shares of AllianceBernstein Global High Income Fund, Inc.
FOR AGAINST ABSTAIN
/_/ /_/ /_/
To vote and otherwise represent the undersigned on any other matter that may
properly come before the Meeting, any postponement or adjournment thereof,
including any matter incidental to the conduct of the Meeting, in the discretion
of the Proxy holder(s).
Please check here if you plan to attend the Meeting.
/_/ I WILL ATTEND THE MEETING.
Please be sure to sign your name(s) exactly as it appears on this Proxy Card.
------------------------------------------
Signature(s) of Stockholder(s)
Date: __________________________, 2009
------------------------------------------
Signature(s) of Stockholder(s)
Date: __________________________, 2009
IMPORTANT: Please sign legibly and exactly as the name appears on this Proxy
Card. Joint owners must EACH sign the Proxy Card. When signing as executor,
administrator, attorney, trustee or guardian, or as custodian for a minor,
please give the FULL title of such. If a corporation, please give the FULL
corporate name and indicate the signer's office. If a partner, please sign in
the partnership name.
***PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE***
SK 00250 0158 989674
ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC.
1345 Avenue of the Americas
New York, New York
Toll Free (800) 221-5672
--------------------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
[________________], 2009
This Statement of Additional Information ("SAI") relates to the proposed
acquisition (the "Acquisition") of all of the assets and liabilities of ACM
Managed Dollar Income Fund, Inc. ("Managed Dollar") by AllianceBernstein Global
High Income Fund, Inc. ("Global High Income") in exchange solely for shares of
Global High Income, and cash in lieu of fractional shares for those stockholders
who do not participate in Managed Dollar's Dividend Reinvestment and Cash
Purchase Plan ("DRIP"). (Global High Income and Managed Dollar are each a "Fund"
and collectively, the "Funds").
AllianceBernstein, L.P. (the "Adviser") serves as investment adviser
to the Funds. This SAI contains information which may be of interest to
shareholders but which is not included in the Prospectus/Proxy Statement dated
[_________], 2009 (the "Prospectus/Proxy Statement") of Global High Income which
relates to the Acquisition. As described in the Prospectus/Proxy Statement, the
Acquisition would involve the transfer of all the assets of Managed Dollar in
exchange for shares of Global High Income and the assumption by Global High
Income of all the liabilities of Managed Dollar. Managed Dollar would distribute
the Global High Income shares it receives to its shareholders in complete
liquidation of the Fund. Global High Income will be the survivor for accounting
purposes.
This SAI is not a prospectus and should be read in conjunction with
the Prospectus/Proxy Statement. The Prospectus/Proxy Statement has been filed
with the Securities and Exchange Commission ("SEC") and is available upon
request and without charge by writing to a Fund at 1345 Avenue of the Americas,
New York, New York 10105, or by calling 1-800-221-5672. This SAI incorporates by
reference the entire Prospectus/Proxy Statement.
-------------------------------------------------------------------------------
TABLE OF CONTENTS
Page
INVESTMENT OBJECTIVES AND POLICIES............................................2
INVESTMENT PRACTICES..........................................................6
INVESTMENT RESTRICTIONS......................................................11
RISK FACTORS AND SPECIAL CONSIDERATIONS......................................12
MANAGEMENT OF THE FUNDS......................................................18
VALUATION OF PORTFOLIO SECURITIES............................................31
DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN.................................33
DESCRIPTION OF COMMON STOCK..................................................35
PORTFOLIO TRANSACTIONS.......................................................36
DISTRIBUTIONS................................................................37
TAXATION.....................................................................38
PROXY VOTING.................................................................41
LEGAL MATTERS................................................................42
EXPERTS......................................................................42
FINANCIAL STATEMENTS.........................................................43
APPENDIX A - BOND RATINGS...................................................A-1
The following supplements the information contained in the
Prospectus/Proxy Statement concerning the Funds. Global High Income and Managed
Dollar are each a non-diversified closed-end investment company registered under
the Investment Company Act of 1940, as amended (the "1940 Act").
INVESTMENT OBJECTIVES AND POLICIES
GENERAL. The Funds are non-diversified, closed-end management investment
companies. The primary investment objective of the Funds is to seek high current
income, with a secondary investment objective of capital appreciation. In
seeking to achieve its investment objectives, each Fund invests principally in
fixed-income securities issued or guaranteed by foreign governments and U.S. and
non-U.S. corporate fixed-income securities and utilizes certain other investment
techniques, including options, futures, forwards and swaps, intended to enhance
income and reduce market risk. Global High Income may also invest in non-U.S.
Dollar-denominated fixed-income securities. The Funds are designed primarily for
long term investment and investors should not consider any Fund to be a
short-term trading vehicle. As with all investment companies, there can be no
assurance that a Fund's objective will be achieved.
Global High Income is permitted to invest without limit in fixed-income
securities, including Sovereign Debt Obligations (as defined below) and
corporate fixed-income securities, denominated in non-U.S. currencies as well as
in the U.S. Dollar. In addition, the Fund may invest without limit in emerging
and developed markets and in fixed-income securities of U.S. and non-U.S.
corporate issuers. Managed Dollar has adopted a fundamental policy that, under
normal circumstances, the Fund will invest at least 35% of its total assets in
U.S. corporate fixed-income securities. The balance of the Fund's investment
portfolio consists of Sovereign Debt Obligations (as defined below) and non-U.S.
corporate fixed-income securities. Managed Dollar invests in U.S.
Dollar-denominated foreign fixed-income securities. Each Fund's investment
objective and Managed Dollar's fundamental policies (and each Fund's investment
restrictions set forth below under "Investment Restrictions") may be changed
only with the approval of the holders of a "majority of the Fund's outstanding
voting securities," which means the lesser of (i) 67% of the shares of the Fund
represented at a meeting at which more than 50% of the outstanding shares are
present in person or represented by proxy, or (ii) more than 50% of the
outstanding shares. A Fund's other investment policies described below, except
as set forth under "Investment Restrictions," are not fundamental and may be
changed by the Fund without stockholder approval.
SOVEREIGN DEBT OBLIGATIONS. Sovereign Debt Obligations are U.S.
Dollar-denominated debt securities issued or guaranteed by foreign governments,
including participations in loans between foreign governments and financial
institutions and interests in entities organized and operated for the purpose of
restructuring the investment characteristics of instruments issued or guaranteed
by foreign governments.
Sovereign Debt Obligations held by the Funds will take the form of bonds, notes,
bills, debentures, warrants, short-term paper, loan participations, loan
assignments and interests issued by entities organized and operated for the
purpose of restructuring the investment characteristics of other Sovereign Debt
Obligations.
HIGH YIELD DEBT SECURITIES. Substantially all of Global High Income's and
Managed Dollar's assets will be in high yield, high risk debt securities that
are low-rated (i.e., below investment grade) or unrated and in both cases that
are considered to be predominantly speculative as regards the issuer's capacity
to pay interest and repay principal.
STRUCTURED SECURITIES. The Funds may invest in securities issued in structured
financing transactions, which generally involve aggregating various types of
debt in a pool or special purpose entity and then issuing new securities. Each
Fund may invest up to 25% of its total assets in interests in entities organized
and operated solely for the purpose of restructuring the investment
characteristics of Sovereign Debt Obligations. This type of restructuring
involves the deposit with or purchase by an entity, such as a corporation or
trust, of specified instruments (such as commercial bank loans) and the issuance
by that entity of one or more classes of securities ("Structured Securities")
backed by, or representing interests in, the underlying instruments. The cash
flow on the underlying instruments may be apportioned among the newly issued
Structured Securities to create securities with different investment
characteristics such as varying maturities, payment priorities and interest rate
provisions, and the extent of the payments made with respect to Structured
Securities is dependent on the extent of the cash flow on the underlying
instruments. Because Structured Securities of the type in which a Fund
anticipates it will invest typically involve no credit enhancement, their credit
risk generally will be equivalent to that of the underlying instruments.
The Funds are permitted to invest in a class of Structured Securities that is
either subordinated or unsubordinated to the right of payment of another class.
Subordinated Structured Securities typically have higher yields and present
greater risks than unsubordinated Structured Securities.
LOAN PARTICIPATIONS AND ASSIGNMENTS. The Funds may invest in fixed and floating
rate loans ("Loans") arranged through private negotiations between an issuer of
Sovereign Debt Obligations and one or more financial institutions ("Lenders").
The Funds' investments in Loans are expected in most instances to be in the form
of participations in Loans ("Participations") and assignments of all or a
portion of Loans ("Assignments") from third parties. Each Fund may invest up to
25% of its total assets in Participations and Assignments. The government that
is the borrower on the Loan will be considered by a Fund to be the issuer of a
Participation or Assignment for purposes of the Fund's fundamental investment
policy that it will not invest 25% or more of its total assets in securities of
issuers conducting their principal business activities in the same industry (for
this purpose, each foreign government is treated as a separate industry).
A Fund's investment in Participations typically will result in the Fund having a
contractual relationship only with the Lender and not with the borrower. Each
Fund will have the right to receive payments of principal, interest and any fees
to which it is entitled only from the Lender selling the Participation and only
upon receipt by the Lender of the payments from the borrower. In connection with
purchasing Participations, a Fund generally will have no right to enforce
compliance by the borrower with the terms of the loan agreement relating to the
Loan, nor any rights of set-off against the borrower, and the Fund may not
directly benefit from any collateral supporting the Loan in which it has
purchased the Participation. As a result, the Fund may be subject to the credit
risk of both the borrower and the Lender that is selling the Participation. In
the event of the insolvency of the Lender selling a Participation, the Fund may
be treated as a general creditor of the Lender and may not benefit from any
set-off between the Lender and the borrower. Certain Participations may be
structured in a manner designed to avoid purchasers of Participations being
subject to the credit risk of the Lender with respect to the Participation; but
even under such a structure, in the event of the Lender's insolvency, the
Lender's servicing of the Participation may be delayed and the assignability of
the Participation impaired. The Fund will acquire Participations only if the
Lender interpositioned between the Fund and the borrower is a Lender having
total assets of more than $25 billion and whose senior unsecured debt is rated
investment grade (i.e., Baa3 or higher by Moody's or BBB- or higher by S&P) or
higher.
When a Fund purchases Assignments from Lenders it will acquire direct rights
against the borrower on the Loan. Because Assignments are arranged through
private negotiations between potential assignees and potential assignors,
however, the rights and obligations acquired by the Fund as the purchaser of an
assignment may differ from, and be more limited than, those held by the
assigning Lender. The assignability of certain obligations is restricted by the
governing documentation as to the nature of the assignee such that the only way
in which the Fund may acquire an interest in a Loan is through a Participation
and not an Assignment. The Fund may have difficulty disposing of Assignments and
Participations because to do so it will have to assign such securities to a
third party. Because there is no liquid market for such securities, the Fund
anticipates that such securities could be sold only to a limited number of
institutional investors. The lack of a liquid secondary market may have an
adverse impact on the value of such securities and the Fund's ability to dispose
of particular Assignments or Participations when necessary to meet the Fund's
liquidity needs in response to a specific economic event such as a deterioration
in the creditworthiness of the borrower. The lack of a liquid secondary market
for Assignments and Participations also may make it more difficult for the Fund
to assign a value to these securities for purposes of valuing the Fund's
portfolio and calculating its asset value.
ZERO COUPON OBLIGATIONS. The funds may invest in Zero Coupon Obligations,
including Treasury bills and the principal components of U.S. Treasury bonds,
U.S. Treasury notes and obligations of U.S. government agencies or
instrumentalities. A zero coupon security pays no interest to its holder during
its life. An investor acquires a zero coupon security at a discounted price from
the face value of the security, which is generally based upon its present value,
and which, depending upon the time remaining until maturity, may be
significantly less than its face value (sometimes referred to as a "deep
discount" price). Upon maturity of the zero coupon security, the investor
receives the face value of the security.
Currently, the only U.S. Treasury security issued without coupons is the
Treasury bill. The zero coupon securities purchased by a Fund may consist of
principal components held in STRIPS form issued through the U.S. Treasury's
STRIPS program, which permits the beneficial ownership of the component to be
recorded directly in the Treasury book-entry system. In addition, in the last
few years a number of banks and brokerage firms have separated ("stripped") the
principal portions ("corpus") from the coupon portions of the U.S. Treasury
bonds and notes and sold them separately in the form of receipts or certificates
representing undivided interests in these instruments (which instruments are
generally held by a bank in a custodial or trust account). The staff of the
Securities and Exchange Commission (the "Commission") has indicated that, in its
view, these receipts or certificates should be considered as securities issued
by the bank or brokerage firm involved and, therefore, unlike those obligations
issued under the U.S. Treasury's STRIPS program, should not be included in the
Fund's categorization of U.S. Government Securities. The Fund disagrees with the
staff's interpretation but has undertaken that it will not invest in such
securities until final resolution of the issue. If such securities are deemed to
be U.S. Government Securities, the Fund will not be subject to any limitations
on their purchase.
Because zero coupon securities trade at a discount from their face or par value
but pay no periodic interest, they are subject to greater fluctuations of market
value in response to changing interest rates than debt obligations of comparable
maturities which make periodic distributions of interest.
Current federal tax law requires that a holder (such as the Funds) of a zero
coupon security accrue a portion of the discount at which the security was
purchased as income each year even though the holder receives no interest
payment in cash on the security during the year (generally referred to as
"original issue discount" or "OID"). As a result, in order to make the
distributions necessary for a Fund not to be subject to federal income or excise
taxes, the Fund may be required to pay out as an income distribution each year
an amount, obtained by liquidation of portfolio securities or borrowings if
necessary, greater than the total amount of cash that the Fund has actually
received as interest during the year. The Funds believe, however, that it is
highly unlikely that it would be necessary to liquidate portfolio securities or
borrow money in order to make such required distributions or to meet their
investment objective.
REPURCHASE AGREEMENTS. A repurchase agreement is an agreement by which a Fund
purchases a security and obtains a simultaneous commitment from the seller to
repurchase the security at an agreed upon price and date, normally one day or a
few days later. The resale price is greater than the purchase price, reflecting
an agreed-upon "interest rate" that is effective for the period of time the
buyer's money is invested in the security, and which is related to the current
market rate of the purchased security rather than its coupon rate. During the
term of the repurchase agreement, a Fund monitors on a daily basis the market
value of the securities subject to the agreement and, if the market value of the
securities falls below the resale amount provided under the repurchase
agreement, the seller under the repurchase agreement is required to provide
additional securities equal to the amount by which the market value of the
securities falls below the resale amount. Because a repurchase agreement permits
the Fund to invest temporarily available cash on a fully-collateralized basis,
repurchase agreements permit the Fund to earn a return on temporarily available
cash while retaining "overnight" flexibility in pursuit of investments of a
longer-term nature. Repurchase agreements may exhibit the characteristics of
loans by the Fund.
The obligation of the seller under the repurchase agreement is not guaranteed,
and there is a risk that the seller may fail to repurchase the underlying
security, whether because of the seller's bankruptcy or otherwise. In such
event, a Fund would attempt to exercise its rights with respect to the
underlying security, including possible sale of the securities. The Fund may
incur various expenses in the connection with the exercise of its rights and may
be subject to various delays and risks of loss, including (a) possible declines
in the value of the underlying securities, (b) possible reduction in levels of
income and (c) lack of access to the securities (if they are held through a
third-party custodian) and possible inability to enforce the Fund's rights. Each
Fund's Board of Directors has established procedures, which are periodically
reviewed by the Board, pursuant to which the Adviser monitors the
creditworthiness of the dealers with which the Fund enters into repurchase
agreement transactions.
Each Fund may enter into repurchase agreements pertaining to the types of
securities in which it invests with member banks of the Federal Reserve System
or "primary dealers" (as designated by the Federal Reserve Bank of New York) in
securities in which the Fund may invest. Each Fund may enter into repurchase
agreements with respect to up to 35% of its total assets. Each Fund currently
enters into repurchase agreements only with its custodian and such primary
dealers.
U.S. CORPORATE FIXED-INCOME SECURITIES. The Funds may invest in U.S. corporate
fixed income securities which include debt securities, convertible securities
and preferred stocks of corporate issuers. Differing yields on fixed-income
securities of the same maturity are a function of several factors, including the
relative financial strength of the issuers. Higher yields are generally
available from securities in the lower rating categories. When the spread
between the yields of lower rated obligations and those of more highly rated
issues is relatively narrow, a Fund may invest in the latter since they may
provide attractive returns with somewhat less risk. Each Fund expects to invest
in high yield, high risk lower rated securities (i.e., securities rated lower
than Baa3 by Moody's or BBB- by S&P) and in unrated securities of comparable
credit quality. Unrated securities will be considered for investment by a Fund
when the Adviser believes that the financial condition of the issuers of such
obligations and the protection afforded by the terms of the obligations
themselves limit the risk to the Fund to a degree comparable to that of rated
securities which are consistent with the Fund's investment objectives and
policies.
OTHER SECURITIES. While the principal investment strategies of the Funds
emphasize investment in Sovereign Debt Obligations, a Fund may, where consistent
with its investment objective, invest in securities other than Sovereign Debt
Obligations, including options, warrants, reverse repurchase agreements and
swaps, as discussed below under the caption "Investment Practices."
The Funds may also at any time temporarily invest funds awaiting reinvestment or
held for reserves for dividends and other distributions to stockholders in such
U.S. Dollar-denominated money market instruments.
Illiquid Securities. Each Fund may invest up to 50% of its total assets in
illiquid securities. These securities include, among others, (i) direct
placements or other securities which are subject to legal or contractual
restrictions on resale or for which there is no readily available market (e.g.,
trading in the security is suspended or, in the case of unlisted securities,
market makers do not exist or will not entertain bids of offers), and (ii)
repurchase agreements not terminable within seven days. Securities eligible for
resale under Rule 144A under the Securities Act of 1933, as amended (the "1933
Act"), that have legal or contractual restrictions on resale but have a readily
available market are not deemed to be illiquid for purposes of this limitation.
The Adviser will monitor such securities and in reaching decisions concerning
their marketability will consider, among other things, the following factors:
(i) the frequency of trades and quotes for the security; (ii) the number of
dealers wishing to purchase or sell the security and the number of other
potential purchasers; (iii) dealer undertakings to make a market in the
security; (iv) the nature of the security and the nature of the marketplace
trades (e.g., the time needed to dispose of the security, the method of
soliciting offers and the mechanics of the transfer); and (v) any applicable SEC
interpretation or position with respect to such type of securities.
INVESTMENT PRACTICES
Options. An option, which may be standardized and exchange-traded, or customized
and privately negotiated, is an agreement that, for a premium payment or fee,
gives the option holder (the buyer) the right but not the obligation to buy or
sell the underlying asset (or settle for cash an amount based on an underlying
asset, rate or index) at a specified price (the exercise price) during a period
of time or on specified date. A call option entitles the holder to purchase, and
a put option entitles the holder to sell, the underlying asset (or settle for
cash an amount based on an underlying asset, rate or index). Likewise, when an
option is exercised the writer of the option is obligated to sell (in the case
of a call option) or to purchase (in the case of a put option) the underlying
asset (or settle for cash an amount based on an underlying asset, rate or
index). Investments in options are considered speculative. A Fund may lose the
premium paid for them if the price of the underlying security or other asset
decreased or remained the same (in the case of a call option) or increased or
remained the same (in the case of a put option). If a put or call option
purchased by a Fund were permitted to expire without being sold or exercised,
its premium would represent a loss to the Fund.
Options on U.S. and Foreign Government Securities. For hedging and investment
purposes, the Funds may purchase and write (sell) put and call options on U.S.
and foreign government securities that are traded on U.S. and foreign securities
exchanges and over-the-counter markets.
A put option gives the purchaser of such option, upon payment of a premium, the
right to deliver a specified amount of a security to the writer of the option on
or before a fixed date at a predetermined price. A call option gives the
purchaser of the option, upon payment of a premium, the right to call upon the
writer to deliver a specified amount of a security on or before a fixed date at
a predetermined price.
The premium paid by the purchaser of an option reflects, among other things, the
relationship of the exercise price to the market price and volatility of the
underlying security, the remaining term of the option, supply and demand and
interest rates.
The risk associated with purchasing an option is that a Fund pays a premium
whether or not the option is exercised. Additionally, the Fund bears the risk of
loss or premium and change in market value should the counterparty not perform
under the contract. Put and call options purchased are accounted for in the same
manner as portfolio securities. The cost of securities acquired through the
exercise of call options is increased by premiums paid. The proceeds from
securities sold through the exercise of put options are decreased by the
premiums paid.
When a Fund writes an option, the premium received by the Fund is recorded as a
liability and is subsequently adjusted to the current market value of the option
written. Premiums received from written options which expire unexercised are
recorded by the Fund on the expiration date as realized gains from options
written. The difference between the premium received and the amount paid on
effecting a closing purchase transaction, including brokerage commissions, is
also treated as a realized gain, or if the premium received is less than the
amount paid for the closing purchase transaction, as a realized loss. If a call
option is exercised, the premium received is added to the proceeds from the sale
of the underlying security or currency in determining whether the Fund has
realized a gain or loss. If a put option is exercised, the premium received
reduces the cost basis of the security or currency purchased by the Fund. In
writing an option, the Fund bears the market risk of an unfavorable change in
the price of the security or currency underlying the written option. Exercise of
an option written by the Fund could result in the Fund's selling or buying a
security or currency at a price different from the current market value.
If a put option written by a Fund were exercised the Fund would be obligated to
purchase the underlying security at the exercise price. If a call option written
by a Fund were exercised the Fund would be obligated to sell the underlying
security at the exercise price. The risk involved in writing a put option is
that there could be a decrease in the market value of the underlying security.
If this occurred, the option could be exercised and the underlying security
would then be sold by the option holder to the Fund at a higher price than its
current market value. These risks involved in writing a call option is that
there could be an increase in the market value or the underlying security. If
this occurred, the option could be exercised and the underlying security would
then be sold by the Fund at a lower price than its current market value. These
risks could be reduced by entering into a closing transaction. A Fund retains
the premium received from writing a put or call option whether or not the option
is exercised.
A Fund may purchase or write options on securities of the types in which it is
permitted to invest in privately negotiated transactions. A Fund will effect
such transactions only with investment dealers and other financial institutions
(such as commercial banks or savings and loan institutions) deemed creditworthy
by the Adviser, and the Adviser has adopted procedures for monitoring the
creditworthiness of such entities. Options purchased or written by a Fund in
negotiated transactions are illiquid and it may not be possible for the Fund to
effect a closing transaction at a time when the Adviser believes it would be
advantageous to do so.
Futures. A futures contract is an agreement that obligates the buyer to buy and
the seller to sell a specified quantity of an underlying asset (or settle for
cash the value of a contract based on an underlying asset, rate or index) at a
specific price on the contract maturity date. Futures contracts are
standardized, exchange-traded instruments and are fungible (i.e., considered to
be perfect substitutes for each other). This fungibility allows futures
contracts to be readily offset or cancelled through the acquisition of equal but
opposite positions, which is the primary method in which futures contracts are
liquidated. A cash-settled futures contract does not require physical delivery
of the underlying asset but instead is settled for cash equal to the difference
between the values of the contract on the date it is entered into and its
maturity date.
Warrants. The Funds may invest in warrants, which are securities permitting, but
not obligating, their holder to subscribe for other securities. The Funds may
invest in warrants for debt securities or warrants for equity securities that
are acquired as units with debt instruments.
Lending of Portfolio Securities. In order to increase income, a Fund may from
time to time lend securities from its portfolio to brokers, dealers and
financial institutions and receive collateral in the form of cash of U.S.
Government Securities. Under each Fund's procedures, collateral for such loans
must be maintained at all times in an amount equal to at least 100% of the
current market value of the loaned securities (including interest accrued on the
loaned securities). The interest accruing on the loaned securities will be paid
to a Fund and the Fund will have the right, on demand, to call back the loaned
securities. The risks in lending portfolio securities, as with other extensions
of credit, consist of possible loss of rights in the collateral should the
borrower fail financially. In determining whether to lend securities to a
particular borrower, a Fund's Adviser (subject to review by the Board) will
consider all relevant facts and circumstances, including the creditworthiness of
the borrower. While securities are on loan, the borrower will pay a Fund any
income earned thereon and the Fund may invest any cash collateral in portfolio
securities, thereby earning additional income, or receive an agreed upon amount
of income from a borrower who has delivered equivalent collateral. A Fund may
pay fees to arrange the loans. A Fund will not lend portfolio securities in
excess of 30% of the value of its total assets nor lend its portfolio securities
to any officer, Director, employee or affiliate of the Fund or the Adviser.
Forward Commitments. A Fund may enter into forward commitments for the purchase
or sale of securities. Such transactions may include purchases on a
"when-issued" basis or purchases or sales on a "delayed delivery" basis. In some
cases, a forward commitment may be conditioned upon the occurrence of a
subsequent event such as approval of a proposed financing by appropriate
municipal authorities (i.e., a "when, as and if issued" trade).
When forward commitment transactions are negotiated, the price, which is
generally expressed in yield terms, is fixed at the time the commitment is made,
but delivery and payment for the securities take place at a later date.
Normally, the settlement date occurs within two months after the transaction,
but delayed settlements beyond two months may be negotiated. Securities
purchased or sold under a forward commitment are subject to market fluctuation,
and no interest accrues to the purchaser prior to the settlement date. At the
time a Fund enters into a forward commitment, it will record the transaction and
thereafter reflect the value of the security purchased or, if sold, the proceeds
to be received, in determining the net asset value ("NAV") of its shares. Any
unrealized appreciation or depreciation reflected in such valuation of a "when,
as and if issued" security would be cancelled in the event that the required
condition did not occur and the trade was cancelled.
The use of forward commitments enables a Fund to protect against anticipated
changes in interest rates and prices. For instance, in periods of rising
interest rate and falling bond prices, a Fund might sell securities in its
portfolio on a forward commitment basis to limit its exposure to falling prices.
In periods of falling interest rates and rising bond prices, a Fund might sell a
security in its portfolio and purchase the same or a similar security on a
when-issued or forward commitment basis, thereby obtaining the benefit of
currently higher cash yields. However, if a Fund's Adviser were to forecast
incorrectly the direction of interest rate movements, the Fund might be required
to complete such when-issued of forward transactions at prices inferior to then
current market values. No forward commitments will be made by a Fund if, as a
result, the Fund's aggregate commitments under such transactions would be more
than 30% of the then current value of the Fund's total assets.
A Fund's right to receive or deliver a security under a forward commitment may
be sold prior to the settlement date, but the Fund enters into forward
commitments only with the intention of actually receiving or delivering the
securities, as the case may be. To facilitate such transactions, a Fund's
Custodian will maintain, in a segregated account of the Fund, cash or liquid
high-grade debt securities having value equal to, or greater than, any
commitments to purchase securities on a forward commitment basis and, with
respect to forward commitments to sell portfolio securities of the Fund, the
portfolio securities, themselves. If a Fund, however, chooses to dispose of the
right to receive or deliver a security subject to a forward commitment prior to
the settlement date of the transaction, it can incur a gain or loss. In the
event the other party to a forward commitment transaction were to default, a
Fund might lose the opportunity to invest money at favorable rates or to dispose
of securities at favorable prices.
Standby Commitment Agreements. The Funds may from time to time enter into
standby commitment agreements. A Fund enters into such agreements only for the
purpose of investing in the security underlying the commitment at a yield and
price that are considered advantageous to the Fund and that are unavailable on a
firm commitment basis. Each Fund will not enter into a standby commitment with a
remaining term in excess of 45 days and will limit its investment in such
commitments so that the aggregate purchase price of the securities subject to
the commitments, together with the value of portfolio securities that are not
readily marketable, will not exceed 50% of its assets taken at the time of
acquisition of such commitment of security.
Short Sales. A Fund may make short sales of securities or maintain a short
position, provided that at all times when a short position is open the Fund owns
an equal amount of such securities of the same issue as, and equal in amount to,
the securities sold short. In addition, a Fund may not make a short sale if more
than 10% of the Fund's net assets (taken at market value) would be held as
collateral for short sales at any one time. If the price of the security sold
short increases between the time of the short sale and the time a Fund replaces
the borrowed security, the Fund will incur a loss; conversely, if the price
declines, the Fund will realize a capital gain. Although a Fund's gain is
limited to the price at which it sold the security short, its potential loss is
unlimited. It is the Funds' present intention to make such sales only for the
purpose of deferring realization of gain or loss for federal income tax
purposes. Certain special federal income tax considerations may apply to short
sales, which are entered into by a Fund.
Reverse Repurchase Agreements. Each Fund may use reverse repurchase agreements
and dollar rolls as part of its investment strategy. Reverse repurchase
agreements involve sales by a Fund of portfolio assets concurrently with an
agreement by the Fund to repurchase the same assets at a later date at a fixed
price. During the reverse repurchase agreement period, the Fund continues to
receive principal and interest payments on these securities. Generally, the
effect of such a transaction is that a Fund can recover all or most of the cash
invested in the portfolio securities involved during the term of the reverse
repurchase agreement, while it will be able to keep the interest income
associated with those portfolio securities. Such transactions are advantageous
only if the interest cost to a Fund of the reverse repurchase transaction is
less than the cost of otherwise obtaining the cash.
Reverse repurchase agreements involve the risk that the market value of the
securities a Fund is obligated to repurchase under the agreement may decline
below the repurchase price. In the event the buyer of securities under a reverse
repurchase agreement files for bankruptcy or becomes insolvent, a Fund's use of
the proceeds of the agreement may be restricted pending a determination by the
other party, or its trustee or receiver, whether to enforce the Fund's
obligation to repurchase the securities.
A Fund may enter into dollar rolls in which the Fund sells securities for
delivery in the current month and simultaneously contracts to repurchase
substantially similar (same type and coupon) securities on a specified future
date. During the roll period, the Fund forgoes principal and interest paid on
the securities. The Fund is compensated by the difference between the current
sales price and the lower forward price for the future purchase (often referred
to as the "drop") as well as by the interest earned on the cash proceeds of the
initial sale.
Swap. Each Fund may enter into swaps to hedge its exposure to interest rates and
credit risk or for investment purposes. A swap is an agreement that obligates
two parties to exchange a series of cash flows at specified intervals based upon
or calculated by reference to changes in specified prices or rates for a
specified amount of an underlying asset. The payment flows are usually netted
against each other, with the difference being paid by one party to the other.
Risks may arise as a result of the failure of the counterparty to the swap
contract to comply with the terms of the swap contract. The loss incurred by the
failure of a counterparty is generally limited to the net interest payment to be
received by a Fund, and/or the termination value at the end of the contract.
Therefore, a Fund considers the creditworthiness of each counterparty to a swap
contract in evaluating potential credit risk. Additionally, risks may arise from
unanticipated movements in interest rates or in the value of the underlying
securities.
A Fund accrues for the interim payments on swap contracts on a daily basis, with
the net amount recorded within unrealized appreciation/depreciation of swap
contracts on the statement of assets and liabilities. Once the interim payments
are settled in cash, the net amount is recorded as realized gain/loss on swaps,
in addition to realized gain/loss recorded upon the termination of swap
contracts on the statement of operations. Fluctuations in the value of swap
contracts are recorded as a component of net change in unrealized
appreciation/depreciation of investments.
Interest Rate Swap Agreements. The Funds may enter into interest rate swaps and
may purchase or sell (i.e., write) interest rate caps and floors. A Fund expects
to enter into these transactions primarily to preserve a return or spread on a
particular investment or portion of its portfolio. A Fund may also enter into
these transactions to protect against any increase in the price of securities
the Fund anticipates purchasing at a later date. The Funds do not intend to use
these transactions in a speculative manner.
Interest rate swaps involve the exchange by the Fund with another party of their
respective commitments to pay or receive interest (e.g., an exchange of floating
rate payments for fixed rate payments) computed based on a contractually-based
principal (or "notional") amount. Interest rate swaps are entered into on a net
basis (i.e., the two payment streams are netted out, with the Fund receiving or
paying, as the case may be, only the net amount of the two payments). Interest
rate caps and floors are similar to options in that the purchase of an interest
rate cap or floor entitles the purchaser, to the extent that a specified index
exceeds (in the case of a cap) or falls below (in the case of a floor) a
predetermined interest rate, to receive payments of interest on a notional
amount from the party selling the interest rate cap or floor. The Fund may enter
into interest rate swaps, caps and floors on either an asset-based or
liability-based basis.
The swap market has grown substantially in recent years, with a large number of
banks and investment banking firms acting both as principals and as agents
utilizing standardized swap documentation. As a result, the swap market has
become well established and relatively liquid. Caps and floors are less liquid
than swaps. These transactions do not involve the delivery of securities or
other underlying assets or principal. Accordingly, unless there is a
counterparty default, the risk of loss to the Fund from interest rate
transactions is limited to the net amount of interest payments that the Fund is
contractually obligated to make. The Fund will enter into interest rate swap,
cap or floor transactions only with counterparties who have credit ratings of at
least A- (or the equivalent) from any one NRSRO or counterparties with
guarantors with debt securities having such a rating.
Credit Default Swap Agreements. The Funds may enter into credit default swaps.
The Fund may purchase credit protection on the referenced obligation of the
credit default swap ("Buy Contract") or provide credit protection on the
referenced obligation of the credit default swap ("Sale Contract"). A sale/(buy)
in a credit default swap provides upon the occurrence of a credit event, as
defined in the swap agreement, for the Fund to buy/(sell) from/(to) the
counterparty at the notional amount (the "Notional Amount") and
receive/(deliver) the principal amount of the referenced obligation. If a credit
event occurs, the maximum payout amount for a Sale Contract is limited to the
Notional Amount of the swap contract ("Maximum Payout Amount"). During the term
of the swap agreement, the Fund receives/(pays) interim fixed payments from/(to)
the respective counterparty, calculated at the agreed upon interest rate applied
to the Notional Amount. These interim payments are recorded within unrealized
appreciation/depreciation of swap contracts on the statement of assets and
liabilities. Credit default swaps may involve greater risks than if a Fund had
invested in the referenced obligation directly. Credit default swaps are subject
to general market risk, liquidity risk, counterparty risk and credit risk. If
the Fund is a buyer and no credit event occurs, it will lose its investment. In
addition, if the Fund is a seller and a credit event occurs, the value of the
referenced obligation received by the Fund coupled with the periodic payments
previously received, may be less than the Maximum Payout Amount it pays to the
buyer, resulting in a loss to the Fund.
Future Developments. A Fund may, following written notice to its stockholders,
take advantage of other investment practices which are not at present
contemplated for use by the Fund or which currently are not available but which
may be developed, to the extent such investment practices are both consistent
with the Fund's investment objective and legally permissible for the Fund. Such
investment practices, if they arise, may involve risks that exceed those
involved in the activities described above.
INVESTMENT RESTRICTIONS
Each Fund has adopted the following investment restrictions, which may not be
changed without the approval of the holders of a majority of that Fund's
outstanding voting securities as defined above. The percentage limitations set
forth below, as well as those described in the Prospectus/Proxy Statement and
elsewhere in this SAI, apply only at the time an investment is made or other
relevant action is taken by a Fund.
1. Each Fund will not make loans except through (a) the purchase of
debt obligations in accordance with its investment objective and
policies; (b) the lending of portfolio securities; or (c) the use
of repurchase agreements;
2. Each Fund will not invest 25% or more of its total assets in
securities of issuers conducting their principal business
activities in the same industry, except that this restriction
does not apply to U.S. Government Securities;
3. Each Fund will not borrow money, except a Fund may borrow (a)
from a bank or other entity in a privately arranged transaction
and issue commercial paper, bonds, debentures or notes, in series
or otherwise, with such interest rates, conversion rights and
other terms and provisions as are determined by the Fund's Board,
if after such borrowing or issuance there is asset coverage of at
least 300% as defined in the 1940 Act, and (b) for temporary
purposes in an amount not exceeding 5% of the value of the total
assets of the Fund;
4. Each Fund will not pledge, hypothecate, mortgage or otherwise
encumber its assets, except to secure permitted borrowings;
5. Each Fund will not invest in companies for the purpose of
exercising control;
6. Each Fund will not make short sales of securities or maintain a
short position, unless at all times when a short position is open
it owns an equal amount of such securities or securities
convertible into or exchangeable for, without payment of any
further consideration, securities of the same issue as, and equal
in amount to, the securities sold short ("short sales against the
box"), and unless not more than 10% of the Fund's net assets
(taken at market value) is held as collateral for such sales at
any one time (it is the Fund's present intention to make such
sales only for the purpose of deferring realization of gain or
loss for federal income tax purposes);
7. Each Fund will not (a) purchase or sell real estate, except that
it may purchase and sell securities of companies which deal in
real estate or interests therein and securities that are secured
by real estate, provided such securities are Sovereign Debt
Obligations; (b) purchase or sell commodities or commodity
contracts; (c) invest in interests in oil, gas, or other mineral
exploration or development programs; and (d) purchase securities
on margin, except for such short-term credits as may be necessary
for the clearance of transactions;
8. Each Fund would own more than 3% of the total outstanding voting
stock of any investment company and not more than 5% of the value
of the Fund's total assets may be invested in the securities of
any investment company; and
9. Each fund will not act as an underwriter of securities, except
that the Fund may acquire restricted securities under
circumstances in which, if such securities were sold, the Fund
might be deemed to be an underwriter for purposes of the
Securities Act of 1933.
RISK FACTORS AND SPECIAL CONSIDERATIONS
General. The NAV of shares of a Fund varies as the aggregate value of the Fund's
portfolio securities increases or decreases. A Fund's NAV changes as the general
levels of interest rates fluctuate. When interest rates decline, the value of a
portfolio invested in fixed-income securities can be expected to rise.
Conversely, when interest rates rise, the value of a portfolio invested in
fixed-income securities can be expected to decline. If the Adviser's expectation
of changes in interest rates or its evaluation of the normal yield relationships
in the fixed-income markets proves to be incorrect, a Fund's income, NAV and
potential capital gain may be decreased or its potential capital loss may be
increased.
Although changes in the value of a Fund's portfolio securities subsequent to
their acquisition are reflected in the Fund's NAV, such changes will not affect
the income received by the Fund from such securities. The dividends paid by a
Fund increase or decrease in relation to the income received by the Fund from
its investments, which is reduced by the Fund's expenses before being
distributed to the Fund's stockholders.
For these reasons, an investment in shares of the Fund should not constitute a
complete investment program and may not be appropriate for investors who cannot
assume the greater risk of capital depreciation inherent in seeking higher
income.
Borrowing. A Fund may, if and when market conditions dictate, borrow, including
on a secured basis, from bank or other entities in privately arranged
transactions to increase the money available to the Fund to invest in securities
when the Fund believes that the income from the securities financed will be
greater than the interest expense paid on the borrowing. Such borrowings involve
additional risk to a Fund, since the interest expense may be greater than the
income from or appreciation of the securities carried by the borrowings and
since the value of the securities carried may decline below the amount borrowed.
A Fund may also borrow to finance repurchases of or tender offers for its shares
when the Fund deems it desirable in order to avoid the untimely disposition of
portfolio securities. A Fund reserves the right to issue preferred stock,
commercial paper, bonds, debentures or notes, in series or otherwise, with such
interest rates, conversion rights and other terms and provisions as are
determined by the Fund's Board of Directors.
A Fund may borrow to the maximum extent permitted under the 1940 Act. The 1940
Act requires a Fund to maintain "asset coverage" of not less than 300% of its
"senior securities representing indebtedness," as those terms are defined and
used in the 1940 Act. In addition, a Fund may not make any cash distributions to
its stockholders if, after the distribution, there would be less than 300% asset
coverage of a senior security representing indebtedness for borrowings
(excluding for this purpose certain evidences of indebtedness made by a bank or
other entity and privately arranged, and not intended to be publicly
distributed). This limitation on a Fund's ability to make distributions could
under certain circumstances impair the Fund's ability to maintain its
qualification for taxation as a registered investment company.
A Fund may also borrow for temporary purposes in an amount not exceeding 5% of
the value of the total assets of the Fund. Such borrowings are not subject to
the asset coverage restrictions set forth in the preceding paragraph.
Any investment gains made with the proceeds obtained from borrowings in excess
or interest paid on the borrowings will cause the net income per share or the
NAV per share of a Fund's common stock to be greater than would otherwise be the
case. On the other hand, if the investment performance of the additional
securities purchased fails to cover their cost (including any interest paid on
the money borrowed) to a Fund, then the net income per share or NAV per share of
the Fund's common stock will be less than would otherwise be the case.
This is the speculative factor known as "leverage."
Effects of Leverage. Utilization of leverage, which is usually considered
speculative, involves certain risks to stockholders. These include a higher
volatility of the NAV of the common stock, caused by favorable or adverse
changes in currency exchange rates. In addition, fluctuations in the interest
rates on a Fund's indebtedness will affect the return to stockholders, with
increases in such rates decreasing such return.
To the extent that the current interest rate on a Fund's indebtedness approaches
the net return on the leveraged portion of the Fund's investment portfolio, the
benefit of leverage to stockholders will be reduced, and if the current interest
rate on the indebtedness were to exceed the net return on such portion of the
Funds' portfolio, the Fund's leverage would result in a lower rate of return to
stockholders and in a lower NAV than if a Fund were not leveraged. In an extreme
case, if a Fund's current investment income were not sufficient to meet interest
requirements on the indebtedness or if a Fund failed to maintain the asset
coverage required by the 1940 Act, it could be necessary for the Fund to
liquidated certain of its investments at a time when it may be disadvantageous
to do so, thereby reducing its NAV.
Investments in Lower-Rated Securities. Securities rated below investment grade,
i.e., Ba and lower by Moody's or BB and lower by S&P ("lower-rated securities"),
or, if not rated, determined by the Adviser to be of equivalent quality, are
subject to greater risk of loss of principal and interest than higher-rated
securities and are considered to be predominantly speculative with respect to
the issuer's capacity to pay interest and repay principal, which may in any case
decline during sustained periods of deteriorating economic conditions or rising
interest rates. They are also generally considered to be subject to greater
market risk than higher-rated securities in times of deteriorating economic
conditions. In addition, lower-rated securities may be more susceptible to real
or perceived adverse economic conditions than investment grade securities,
although the market values of securities rated below investment grade and
comparable unrated securities tend to react less to fluctuations in interest
rate levels than do those of higher-rated securities. Securities rated Ba by
Moody's or BB by S&P are judged to have speculative characteristics or to be
predominantly speculative with respect to the issuer's ability to pay interest
and repay principal. Securities rated B by Moody's and S&P are judged to have
highly speculative characteristics or to be predominantly speculative. Such
securities may have small assurance of interest and principal payments.
The market for lower-rated securities may be thinner and less active than that
for higher-rated securities, which can adversely affect the prices at which
these securities can be sold. To the extent that there is no established
secondary market for lower-rated securities, the Funds may experience difficulty
in valuing such securities and, in turn, the Funds' assets.
The Adviser will try to reduce risk inherent in investment in lower-rated
securities through credit analysis, diversification and attention to current
developments and trends in interest rates and economic and political conditions.
However, there can be no assurance that losses will not occur. Since the risk of
default is higher for lower-rated securities, the Adviser's research and credit
analysis are a correspondingly more important aspect of its program for managing
the Fund's securities than would be the case if the Fund did not invest in
lower-rated securities.
In seeking to achieve the Fund's investment objective, there will be times, such
as during periods of rising interest rates, when depreciation and realization of
capital losses on securities in the Fund's portfolio will be unavoidable.
Moreover, medium- and lower-rated securities and non-rated securities of
comparable quality may be subject to wider fluctuations in yield and market
values than higher-rated securities under certain market conditions. Such
fluctuations after a security is acquired do not affect the cash income received
from that security but are reflected in the NAV of the Fund.
Ratings of securities by Moody's and S&P are a generally accepted barometer of
credit risk. They are, however, subject to certain limitations from an
investor's standpoint. The rating of a security is heavily weighted by past
developments and does not necessarily reflect probable future conditions. There
is frequently a lag between the time a rating is assigned and the time it is
updated. In addition, there may be varying degrees of difference in the credit
risk of securities within each rating category. See Appendix A for a description
of Moody's and S&P's bond ratings.
Certain lower-rated securities in which the Funds may invest may contain call or
buy-back features that permit the issuers thereof to call or repurchase such
securities. Such securities may present risks based on prepayment expectations.
If an issuer exercises such a provision, the Funds may have to replace the
called security with a lower yielding security, resulting in a decreased rate of
return to the Funds.
U.S. Corporate Fixed-Income Securities. The U.S. corporate fixed-income
securities in which the Funds will invest may include securities issued in
connection with corporate restructurings such as takeovers or leveraged buyouts,
which may pose particular risks. Securities issued to finance corporate
restructurings may have special credit risks due to the highly leveraged
conditions of the issuer. In addition, such issuers may lose experienced
management as a result of the restructuring. Finally, the market price of such
securities may be more volatile to the extent that expected benefits from the
restructuring do not materialize. The Funds may also invest in U.S. corporate
fixed-income securities that are not current in the payment of interest or
principal or are in default, so long as the Adviser believes such investment is
consistent with the Funds' investment objectives. The Funds' rights with respect
to defaults on such securities will be subject to applicable U.S. bankruptcy,
moratorium and other similar laws.
Sovereign Debt Obligations. No established secondary markets may exist for many
of the Sovereign Debt Obligations in which the Funds will invest. Reduced
secondary market liquidity may have an adverse effect on the market price and a
Fund's ability to dispose of particular instruments when necessary to meet its
liquidity requirements or in response to specific economic events such as a
deterioration in the creditworthiness of the issuer. Reduced secondary market
liquidity for certain Sovereign Debt Obligations may also make it more difficult
for a Fund to obtain accurate market quotations for the purpose of valuing its
portfolio. Market quotations are generally available on many Sovereign Debt
Obligations only from a limited number of dealers and may not necessarily
represent firm bids of those dealers or prices for actual sales.
By investing in Sovereign Debt Obligations, the Funds will be exposed to the
direct or indirect consequences of political, social and economic changes in
various countries. Political changes in a country may affect the willingness of
a foreign government to make or provide for timely payments of its obligations.
The country's economic status, as reflected, among other things, in its
inflation rate, the amount of its external debt and its gross domestic product,
will also affect the government's ability to honor its obligations.
Many countries providing investment opportunities for the Funds have experienced
substantial, and in some periods extremely high, rates of inflation for many
years. Inflation and rapid fluctuations in inflation rates have had and may
continue to have adverse effects on the economies and securities markets of
certain of these countries. In an attempt to control inflation, wage and price
controls have been imposed in certain countries.
Investing in Sovereign Debt Obligations involves economic and political risks.
The Sovereign Debt Obligations in which the Funds will invest in most cases
pertain to countries that are among the world's largest debtors to commercial
banks, foreign governments, international financial organizations and other
financial institutions. In recent years, the governments of some of these
countries have encountered difficulties in servicing their external debt
obligations, which led to defaults on certain obligations and the restructuring
of certain indebtedness. Restructuring arrangements have included, among other
things, obtaining new credit to finance interest payments. Certain governments
may not be able to make payments of interest on or principal of Sovereign Debt
Obligations as those payments have come due. Obligations arising from past
restructuring agreements may affect the economic performance and political and
social stability of those issuers.
Central banks and other governmental authorities which control the servicing of
Sovereign Debt Obligations may not be willing or able to permit the payment of
the principal or interest when due in accordance with the terms of the
obligations. As a result, the issuers of Sovereign Debt Obligations may default
on their obligations. Defaults on certain Sovereign Debt Obligations have
occurred in the past. Holders of certain Sovereign Debt Obligations may be
requested to participate in the restructuring and rescheduling of these
obligations and to extend further loans to the issuers. The interests of holders
of Sovereign Debt Obligations could be adversely affected in the course of
restructuring arrangements or by certain other factors referred to below.
Furthermore, some of the participants in the secondary market for Sovereign Debt
Obligations may also be directly involved in negotiating the terms of these
arrangements and may therefore have access to information not available to other
market participants.
The ability of governments to make timely payments on their obligations is
likely to be influenced strongly by the issuer's balance of payments, including
export performance, and its access to international credits and investments. A
country whose exports are concentrated in a few commodities could be vulnerable
to a decline in the international prices of one or more of those commodities.
Increased protectionism on the part of a country's trading partners could also
adversely affect the country's exports and diminish its trade account surplus,
if any.
To the extent that a country receives payment for its exports in currencies
other than dollars, its ability to make debt payments denominated in dollars
could be adversely affected. To the extent that a country develops a trade
deficit, it will need to depend on continuing loans from foreign governments,
multilateral organizations or private commercial banks, aid payments from
foreign governments and on inflows of foreign investment. The access of a
country to these forms of external funding may not be certain, and a withdrawal
of external funding could adversely affect the capacity of a government to make
payments on its obligations. In addition, the cost of servicing debt obligations
can be affected by a change in international interest rates since the majority
of these obligations carry interest rates that are adjusted periodically based
upon international rates.
Another factor bearing on the ability of a country to repay Sovereign Debt
Obligations is the level of the country's international reserves. Fluctuations
in the level of these reserves can affect the amount of foreign exchange readily
available for external debt payments and, thus, could have a bearing on the
capacity of the country to make payments in its Sovereign Debt Obligations.
The Funds are permitted to invest in Sovereign Debt Obligations that are not
current in the payment of interest or principal or are in default, so long as
the Adviser believes it to be consistent with the Funds' investment objectives.
The Funds may have limited legal recourse in the event of a default with respect
to certain Sovereign Debt Obligations it holds. For example, remedies from
defaults on certain Sovereign Debt Obligations, unlike those on private debt,
must, in some cases, be pursued in the courts of the defaulting party itself.
Legal recourse therefore may be significantly diminished. Bankruptcy, moratorium
and other similar laws applicable to issuers of Sovereign Debt Obligations may
be substantially different from those applicable to issuers of private debt
obligations. The political context, expressed as the willingness of an issuer of
Sovereign Debt Obligations to meet the terms of the debt obligation, for
example, is of considerable importance. In addition, no assurance can be given
that the holders of commercial bank debt will not contest payments to the
holders of securities issued by foreign governments in the event of default
under commercial bank loan agreements.
Non-Diversified Status. Each Fund is a "non-diversified" investment company,
which means the Fund is not limited in the proportion of its assets that may be
invested in the securities of a single issuer. However, the Fund intends to
conduct its operations so as to qualify as a "regulated investment company" for
purposes of the United States Internal Revenue Code of 1986, as amended (the
"Code"), which will relieve the Fund of any liability for federal income tax to
the extent its earnings are distributed to stockholders. To so qualify, among
other requirements, the Fund will limit its investments so that, at the close of
each quarter of the taxable year, (i) not more than 25% of the market value of
the Fund's total assets will be invested in the securities of a single issuer,
and (ii) with respect to 50% of the market value of its total assets, not more
than 5% of the market value of its total assets will be invested in the
securities of a single issuer and the Fund will not own more than 10% of the
outstanding voting securities of a single issuer. A Fund's investments in U.S.
Government Securities are not subject to these limitations. Because the Fund, as
a non-diversified investment company may invest in a smaller number of
individual issuers than a diversified investment company, an investment in the
Fund may, under certain circumstances, present greater risk to an investor than
an investment in a diversified company.
Securities issued or guaranteed by foreign governments are not treated like U.S.
Government Securities for purposes of the diversification tests described in the
preceding paragraph, but instead are subject to these tests in the same manner
as the securities of non-governmental issuers. In this regard, Sovereign Debt
Obligations issued by different issuers located in the same country are often
treated as issued by a single issuer for purposes of these diversification
tests. Certain issuers of Structured Securities and Participations may be
treated as separate issuers for purposes of these tests.
Because the Funds are non-diversified investment companies, they may invest in a
smaller number of individual issuers than a diversified investment company, and
an investment in such Fund may, under certain circumstances, present greater
risk to an investor than an investment in a diversified investment company.
Repurchase of Shares. In recognition of the possibility that a Fund's shares
might trade at a discount to NAV, each Fund's Board has determined that it would
be in the interest of stockholders for the Fund to attempt to reduce or
eliminate such a market value discount should it exist. To that end, Managed
Dollar has a policy to conduct annual tender offer in the second quarter of each
year if its shares trade at a discount from NAV of 3% or more determined on the
basis of the discount or premium as of the last trading day in each week during
a designated 12-week period. Global High Income has no mandatory tender offer
provision. However, Global High Income has a policy that the Fund would take
such actions and the Directors would only consider such actions if the Fund's
shares had been trading at a discount to NAV in excess of 5% as of the last day
of each week in the 12 weeks preceding a Board meeting. The Directors of Global
High Income presently intend each quarter to consider the making of a tender
offer. The Directors may at any time, however, decide that the Fund should not
make a tender offer.
Subject to a Fund's fundamental policy with respect to borrowings, the Fund may
incur debt to finance repurchases and/or tender offers. Interest on any such
borrowing will reduce the Fund's net income.
There can be no assurance that repurchases and/or tender offers will result in a
Fund's shares trading at a price equal to their NAV. Each Fund anticipates that
the market price of its shares will from time to time vary from NAV. The market
price of a Fund's shares will, among other things, be affected by the relative
demand for and supply of such shares in the market, the Fund's investment
performance, the Fund's dividends and yield and investor perception of the
Fund's overall attractiveness as an investment as compared with other investment
alternatives. Nevertheless, the fact that a Fund's shares may be the subject of
tender offers at NAV from time to time may reduce the spread that might
otherwise exist between market price and NAV. In the opinion of the Adviser,
sellers may be less inclined to accept a significant discount if they have a
reasonable expectation of being able to recover NAV in conjunction with a
possible tender offer.
Although each Fund's Board believes that share repurchases and tender offers
might, in certain circumstances have a favorable effect an the market price of a
Fund's shares, it should be recognized that the acquisition of shares by the
Fund would decrease the total assets of the Fund and therefore have the effect
of increasing the Fund's expense ratio. Even if a tender offer has been made, it
is a Board's policy, which may be changed by the Board, not to accept tenders or
effect repurchases if (1) such transactions if consummated, would (a) result in
the delisting of the Fund's shares from the New York Stock Exchange ("NYSE")
(the NYSE having advised the Fund that it would consider delisting if the
aggregate market value of the Fund's outstanding shares is less than $5,000,000,
the number of publicly held shares falls below 600,000 or the number of
round-lot holders fall below 1,200), or (b) impair the Fund's status as a
regulated investment company under the Code (which would make the Fund a taxable
entity, causing the Fund's income to be taxed at the corporate level in addition
to the taxation of stockholders who receive dividends from the Fund); (2) the
Fund would not be able to liquidate portfolio securities in an orderly manner
and consistent with the Fund's investment policies and objective in order to
repurchase shares; or (3) there is, in the Board's judgment, any material (a)
legal action or proceeding instituted or threatened challenging such
transactions or otherwise materially adversely affecting the Fund, (b)
suspension of or limitation on prices for trading securities generally on the
NYSE of any foreign exchange on which portfolio securities of the Fund are
traded, (c) declaration of a banking moratorium by federal, state or foreign
authorities or any suspension of payment by banks in the United States, New York
State or foreign countries in which the Fund invests, (d) limitation affecting
the Fund or the issuers of its portfolio securities imposed by federal, state or
foreign authorities on the extension of credit by lending institutions or on the
exchange of foreign currency, (e) commencement of war, armed hostilities or
other international or national calamity directly or indirectly involving the
United States or other countries in which the Fund invests or (f) other event or
condition which would have a material adverse effect on the Fund or its
stockholders if shares were repurchased. A Board may modify these conditions in
light of experience.
Any tender offer made by a Fund will be at a price equal to the NAV of the
shares on a date subsequent to the Fund's receipt of all tenders. Each offer
will be made and stockholders notified in accordance with the requirements of
the Securities Exchange Act of 1934, as amended and the 1940 Act, either by
publication or mailing or both. Each offering document will contain such
information as is prescribed by such laws and the rules and regulations
promulgated thereunder. When a tender offer is authorized to be made by a Fund's
Board, a stockholder wishing to accept the offer will be required to tender all
(but not less thin all) of the shares owned by such stockholder (or attributed
to the stockholder for federal income tax purposes under Section 318 of the
Code). A Fund will purchase all shares tendered in accordance with the terms of
the offer unless it determines to accept none of them (based upon one of the
conditions set forth above). Each person tendering shares will be required to
submit a check in the amount of $25.00, payable to the Fund, which will be used
to help defray the costs associated with effecting the tender offer. This $25.00
fee will be imposed upon each tendering stockholder any of whose tendered shares
are purchased in the offer, and will be imposed regardless of the number of
shares purchased. A Fund expects the cost to the Fund of effecting a tender
offer will exceed the aggregate of all such fees received from those who tender
offer their shares. Costs associated with the tender offer will be charged
against capital. During the period of the tender offer, a Fund's stockholders
will be able to obtain the Fund's current NAV by use of a toll-free telephone
number.
If a Fund must liquidate portfolio securities in order to purchase Fund shares
tendered, the Fund may realize gains and losses. If the portfolio securities
sold are "Section 998" items, a Fund's distributable net investment income could
be positively or adversely affected. The portfolio turnover rate of a Fund may
or may not be affected by the Fund's repurchase of shares pursuant to a tender
offer.
MANAGEMENT OF THE FUNDS
Directors and Officers
The Directors and principal officers of the Funds and their principal
occupations during the past five years are set forth below. Unless otherwise
specified, the address of each such person is 1345 Avenue of the Americas, New
York, NY 10105. Each Director and officer is affiliated as such with one or more
of the other registered investment companies sponsored by the Adviser.
Directors
Principal Occupation
Fund During the Past Five
Name, Address* First Year Years and Other
and Age Elected Office Affiliations
------------- ------- ------ ------------
Robert M. Keith,** Global High President Executive Vice
49 Income - 2009 President of the
Adviser*** since July
2008. Director of
AllianceBernstein
Investments, Inc.
("ABI")*** since 2006
and the head of ABI
since July 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, he was
a 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.
William H. Foulk, Jr., +, # Global High Chairman Investment Adviser and
76 Income - 1992 Director an Independent
Managed Dollar Consultant.
- 1993 Previously, he was
Senior Manager of
Barrett Associates,
Inc., a registered
investment adviser,
with which he had been
associated since prior
to 2004. He was
formerly Deputy
Comptroller and Chief
Investment Officer of
the State of New York
and, prior thereto,
Chief Investment
Officer of the New
York Bank for Savings.
John H. Dobkin, + Global High Director Consultant. Formerly,
67 Income - 1992 President of Save
Managed Dollar Venice, Inc.
- 1993 (preservation
organization) from
2001 - 2002, Senior
Advisor from June 1999
- June 2000 and
President of Historic
Hudson Valley
(historic
preservation) from
December 1989 - May
1999. Previously,
Director of the
National Academy of
Design.
Michael J. Downey, + Global High Director Private Investor since
65 Income - 2005 January 2004.
Managed Dollar Formerly, managing
- 2005 partner of Lexington
Capital, LLC
(investment advisory
firm) from December
1997 until December
2003. From 1987 until
1993, Chairman and CEO
of Prudential Mutual
Fund Management.
Director of Asia
Pacific Fund, Inc.,
The Merger Fund and
Prospectus Acquisition
Corp. (financial
services).
D. James Guzy, + Global High Director Chairman of the Board
73 Income - 2005 of PLX Technology
Managed Dollar (semi-conductors) and
- 2005 of SRC Computers Inc.,
with which he has been
associated since prior
to 2004. Director of
Intel Corporation
(semi-conductors) and
Cirrus Logic
Corporation
(semi-conductors).
Nancy P. Jacklin, + Global High Director Professorial Lecturer
60 Income - 2006 at the Johns Hopkins
Managed Dollar School of Advanced
- 2006 International Studies
and Adjunct Professor
at Georgetown
University Law Center
in the 2008-2009
academic year.
Formerly, U.S.
Executive Director of
the International
Monetary Fund
(December 2002-May
2006); Partner,
Clifford Chance
(1992-2002); Sector
Counsel, International
Banking and Finance,
and Associate General
Counsel, Citicorp
(1985-1992); Assistant
General Counsel
(International),
Federal Reserve Board
of Governors
(1982-1985); and
Attorney Advisor, U.S.
Department of the
Treasury (1973-1982).
Member of the Bar of
the District of
Columbia and of New
York; member of the
Council on Foreign
Relations.
Garry L. Moody, + Global High Director Formerly, Partner,
57 Income - 2008 Deloitte & Touche LLP,
Managed Dollar Vice Chairman, and
- 2008 U.S. and Global
Managing Partner,
Investment Management
Services Group
1995-2008.
Marshall C. Turner, Jr., + Global High Director Interim CEO of MEMC
67 Income - 2005 Electronic Materials,
Managed Dollar Inc. (semi-conductor
- 2005 and solar cell
substrates) since
November 2008 until
March 2, 2009. He was
Chairman and CEO of
Dupont Photomasks,
Inc. (components of
semi-conductor
manufacturing),
2003-2005, and
President and CEO,
2005-2006, after the
company was renamed
Toppan Photomasks,
Inc. Director of
Xilinx, Inc.
(programmable logic
semi-conductors) and
MEMC Electronic
Materials, Inc.
Earl D. Weiner, + Global High Director Of Counsel, and
69 Income - 2007 Partner prior to
Managed Dollar January 2007, of the
- 2007 law firm Sullivan &
Cromwell LLP; member
of ABA Federal
Regulation of
Securities Committee
Task Force on Fund
Director's Guidebook,
member of Advisory
Board of Sustainable
Forestry Management
Limited.
* The address for the Funds' Directors is 1345 Avenue of the Americas, New
York, New York 10105.
** Mr. Keith is an "interested person," as defined in Section 2(a)(19) of the
1940 Act, of Global High Income due to his position as an Executive Vice
President of the Adviser.
*** The Adviser and ABI are affiliates of each Fund.
+ Member of the Audit Committee, the Governance and Nominating Committee and
the Independent Directors Committee.
# Member of the Fair Value Pricing Committee.
During the Fund's fiscal year ended in 2009, the Board of Global High Income met
[__] times. During the Fund's fiscal year ended in 2008, the Board of Managed
Dollar met [__] 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 of each Fund is
to assist the Board in its oversight of a Fund's financial reporting process.
The members of the Audit Committee are "independent" as required by applicable
listing standards of the NYSE. During the Fund's fiscal year ended in 2009, the
Audit Committee of Global High Income met [__] times. During the Fund's fiscal
year ended in 2008, the Audit Committee of Managed Dollar met [__] times. During
the Fund's fiscal year ended in 2009, the Governance and Nominating Committee of
Global High Income met [__] times. During the Fund's fiscal year ended in 2008,
the Governance and Nominating Committee of Managed Dollar met [__] times.
Each Fund's Board of Directors has adopted a charter for its Governance and
Nominating Committee, a copy of which may be found on the Adviser's website,
http://www.alliancebernstein.com (click on Investor Solutions/Mutual
Funds/Closed-End). Pursuant to the charter of the Governance and Nominating
Committee, the Governance and Nominating Committee assists each Board in
carrying out its responsibilities with respect to governance of a Fund and
identifies, evaluates and selects and nominates candidates for that Board. The
Committee also may set standards or qualifications for Directors. The Committee
may consider candidates as Directors submitted by a Fund's current Board
members, officers, investment adviser, stockholders and other appropriate
sources.
The Governance and Nominating Committee will consider candidates submitted by a
stockholder or group of stockholders who have owned at least 5% of a Fund's
outstanding common stock for at least two years at the time of submission and
who timely provide specified information about the candidates and the nominating
stockholder or group. To be timely for consideration by the Committee, the
submission, including all required information, must be submitted in writing to
the attention of the Secretary at the principal executive offices of a Fund not
less than 120 days before the date of the proxy statement for the previous
year's annual meeting of stockholders. 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 a
Fund and the candidate's ability to qualify as a disinterested Director.
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 Valuation Committee that
would result in a change in the Fund's NAV by more than $0.01 per share. The
Fair Value Pricing Committee did not meet during each Fund's most recently
completed fiscal year.
The function of each Fund's Independent Directors Committee is to consider and
take action on matters that the Board or Committee believes should be addressed
in executive session of the disinterested Directors, such as review and approval
of the Advisory Agreements. During the Fund's fiscal year ended in 2009, the
Independent Directors Committee of Global High Income met [__] times. During the
Fund's fiscal year ended in 2008, the Independent Directors Committee of Managed
Dollar met [__] times.
Officers
Position(s)
Name, Address* (Month and Year First Principal Occupation
and Age Elected) During the Past 5 Years
----------------- -------- -----------------------
Robert M. Keith,** President and Chief See biography above.
48 Executive Officer
(09/08)
Philip L. Kirstein, Senior Vice President Senior Vice President
63 and Independent and Independent
Compliance Officer Compliance Officer of
(10/04) the AllianceBernstein
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
2004.
Paul J. DeNoon, Vice President Senior Vice President
46 (04/94) of the Adviser,*** with
which he has been
associated since prior
to 2004.
Joseph J. Mantineo, Treasurer and Senior Vice President
50 Chief Financial of AllianceBernstein
Officer Investor Services, Inc.
(08/06) ("ABIS"),*** with which
he has been associated
since prior to 2004.
Phyllis J. Clarke, Controller Assistant Vice
48 (11/08) President of ABIS,***
with which she has been
associated since prior
to 2004.
Emilie D. Wrapp, Secretary, Global High Senior Vice President,
53 Income and Managed Assistant General
Dollar Counsel and Assistant
(10/05) Secretary of ABI,***
with which she has been
associated since prior
to 2004.
* The address for the Funds' officers is 1345 Avenue of the Americas, New
York, New York 10105.
** Mr. Keith was elected as President and Chief Executive Officer of each Fund
as of September 23, 2008.
*** An affiliate of the Fund.
A Fund does not pay any fees to, or reimburse expenses of, any Director during a
time when such Director is considered an "interested person" of the Fund, as
defined by the 1940 Act. The aggregate compensation paid by each of Global High
Income and Managed Dollar to each of its Directors during its fiscal year ended
in 2009 and 2008, respectively, the aggregate compensation paid to each of the
Directors during calendar year 2008 by all of the investment companies in the
AllianceBernstein Fund Complex, and the total number of investment companies
(and separate investment portfolios within those companies) in the
AllianceBernstein Fund Complex with respect to which each of the Directors
serves as a director or trustee, 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 trustees.
Total
Number of
Investment
Total Portfolios
Number of within the
Investment Alliance-
Total Companies Bernstein
Aggregate Compensation in the Fund
Compensation from the Alliance- Complex,
from Global Alliance- Bernstein Including
High Income Bernstein Fund the Funds,
and Managed Fund Complex, as to
Dollar During Complex, Including which the
the Fiscal Including the Funds, Director
Year Ended the Funds, as to which is a
in 2009 and During the Director Director
2008, Calendar is a Director or a
Name of Director respectively Year 2008 or a Trustee Trustee
---------------- ------------ --------- ------------ ----------
Robert M. Keith* $ 0 $ 0 6 6
Global High
Income
William H. Foulk, Jr. $ 10,719 $ 486,700 35 91
Global High
Income
$ 10,674
Managed Dollar
John H. Dobkin $ 5,970 $ 245,470 33 89
Global High
Income
$ 6,862
Managed Dollar
Michael J. Downey $ 5,970 $ 243,300 33 89
Global High
Income
$ 6,265
Managed Dollar
D. James Guzy $ 5,970 $ 243,300 33 89
Global High
Income
$ 9,265
Managed Dollar
Nancy P. Jacklin $ 5,970 $ 244,500 33 89
Global High
Income
$ 6,265
Managed Dollar
Garry L. Moody $ 6,775 $ 269,230 32 88
Global High
Income
$ 5,270
Managed Dollar
Marshall C. Turner, Jr. $ 5,970 $ 243,300 33 89
Global High
Income
$ 6,265
Managed Dollar
Earl D. Weiner $ 6,377 $ 261,300 33 89
Global High
Income
$ 6,600
Managed Dollar
* Mr. Keith was elected Director for Global High Income as of March 31, 2009.
As of April 17, 2009, each of the Directors of each Fund owned less than 1% of
the shares of such Fund and the Directors and officers of each Fund as a group
owned less than 1% of the shares of each such Fund. During each Fund's most
recently completed fiscal year, none of the Funds' Directors engaged in a
purchase or sale of the securities of the Adviser or any of its parents or
subsidiaries in an amount exceeding 1% of the relevant class of securities.
The dollar range of each Fund's securities owned by each Director and the
aggregate dollar range of securities owned in the AllianceBernstein Fund Complex
are set forth below.
Aggregate Dollar
Range of Equity
Securities in the
Funds in the
Dollar Range of Equity AllianceBernstein
Securities in a Fund as of Fund Complex as
Name of Director December 31, 2008 of December 31, 2008
---------------- -------------------------- --------------------
Robert M. Keith* N/A Global High Income N/A
William H. Foulk, Jr. $10,001 - $50,000 Global High Income Over $100,000
NONE Managed Dollar
John H. Dobkin NONE Global High Income Over $100,000
NONE Managed Dollar
Michael J. Downey NONE Global High Income Over $100,000
NONE Managed Dollar
D. James Guzy NONE Global High Income $10,000 - $50,000
NONE Managed Dollar
Nancy P. Jacklin $10,001 - $50,000 Global High Income Over $100,000
NONE Managed Dollar
Garry L. Moody NONE Global High Income Over $100,000
NONE Managed Dollar
Marshall C. Turner, Jr. NONE Global High Income Over $100,000
NONE Managed Dollar
Earl D. Weiner $10,001 - $50,000 Global High Income Over $100,000
NONE Managed Dollar
* Mr. Keith was elected Director for Global High Income as of March 31, 2009.
Each Fund, the Adviser and each Fund's principal underwriter have adopted a Code
of Ethics under Rule 17j-1 of the 1940 Act. These Codes do permit personnel
subject to the Codes to invest in securities, including securities that may be
purchased or held by the Fund. These Codes may be reviewed and copied at the
SEC's Public Reference Room in Washington, DC. For information on the operation
of the Public Reference Room call the SEC at 1-202-551-8090. In addition, these
Codes are available on the SEC's Internet site at http://www.sec.gov or upon
request (for a duplicating fee) at the following E-mail address:
publicinfo@sec.gov or by writing the SEC's Public Reference Section, Washington,
DC 20549-0102
Adviser
The Funds' investment adviser, AllianceBernstein L.P. (the "Adviser"), 1345
Avenue of the Americas, New York, NY 10105, is a leading international
investment adviser managing client accounts with assets as of December 31, 2008
totaling more than $462 billion (of which more than $65 billion represented the
assets of investment companies). As of December 31, 2008, 2009, the Adviser
managed retirement assets for many of the largest public and private employee
benefit plans (including 49 of the nations' FORTUNE 100 companies), for public
employee retirement funds in 38 states, for investment companies, and for
foundations, endowments, banks and insurance companies worldwide. The 36
registered investment companies managed by the Adviser, comprising 106 separate
investment portfolios, currently have approximately 4 million stockholder
accounts.
The Adviser is a registered investment adviser under the Investment Advisers Act
of 1940, as amended. As of December 31, 2008, AllianceBernstein Holding, L.P.
("Holding"), a Delaware limited partnership, owned approximately 34.3% of the
issued and outstanding units of limited partnership interest in the Adviser
("AllianceBernstein Units"). Units representing assignments of beneficial
ownership of limited partnership interests in Holding ("Holding Units") trade
publicly on the Exchange under the ticker symbol "AB". AllianceBernstein Units
do not trade publicly and are subject to significant restrictions on transfer.
AllianceBernstein Corporation ("AB Corp.") is the general partner of both the
Adviser and Holding. AB Corp. owns 100,000 general partnership units in Holding
and a 1% general partnership interest in the Adviser. AB Corp. is an indirect
wholly-owned subsidiary of AXA Financial, Inc. ("AXA Financial"), a Delaware
corporation.
As of December 31, 2008, AXA and certain of its subsidiaries beneficially owned
approximately 62.0% of the issued and outstanding AllianceBernstein Units and
approximately 1.6% of the issued and outstanding Holding Units which, including
the general partnership interests in the Adviser and Holding, represent an
economic interest of approximately 62.4% in the Adviser. As of December 31,
2008, SCB Partners, Inc., a wholly-owned subsidiary of SCB, Inc., beneficially
owned approximately 3.1% of the issued and outstanding AllianceBernstein Units.
AXA, a French company, is the holding company for an international group of
companies and a worldwide leader in financial protection and wealth management.
AXA operates primarily in Western Europe, North America and the Asia/Pacific
region and, to a lesser extent, in other regions including the Middle East,
Africa and South America. AXA has five operating business segments: life and
savings, property and casualty insurance, international insurance (including
reinsurance), asset management and other financial services. AXA Financial is a
wholly-owned subsidiary of AXA. AXA Equitable is an indirect wholly-owned
subsidiary of AXA Financial.
Under the Advisory Agreement, the Adviser furnishes advice and recommendations
with respect to the Fund's portfolio of securities and investments and provides
persons satisfactory to the Board of Directors to act as officers and employees
of the Fund. Such officers and employees may be employees of the Adviser or its
affiliates.
Each Fund has entered into an Advisory Agreement with the Adviser. Each Fund's
Advisory Agreement was approved by the vote, cast in person, of the Fund's
Directors including the Directors who are not parties to the Advisory Agreement
or interested persons as defined in the 1940 Act, of any such party, at a
meeting called and held for that purpose.
The Adviser provides investment advisory services and order placement facilities
for each of the Fund's and pays all compensation of Directors and officers of
the Fund who are affiliated persons of the Adviser. The Adviser or its
affiliates also furnish a Fund, without charge, management supervision and
assistance and office facilities and provide persons satisfactory to a Fund's
Board to serve as the Fund's officers. Each Fund has, under the Advisory
Agreement, assumed obligation to pay for all other expenses. As to the obtaining
of services other than those specifically provided to a Fund by the Adviser, the
Fund may employ its own personnel. For such services, the Fund may also utilize
personnel employed by the Adviser or its affiliates and, in such event, the
services will be provided to the Fund at cost and the payments therefor, which
must be specifically approved by the Fund's Board.
Under its Advisory Agreement, Global High Income pays the Adviser an advisory
fee at an annual rate of .90% of the Fund's average weekly net assets. Under its
Advisory Agreement, Managed Dollar pays the Adviser an advisory fee at an annual
rate of .70% of the Fund's average weekly net asset. Such fee is accrued daily
and paid monthly.
For purposes of the calculation of the fee payable to the Adviser, average
weekly net assets are determined on the basis of the average net assets of a
Fund for each weekly period (ending on Fridays) ending during the month. The net
assets for each weekly period are determined by averaging the net assets on
Friday of such weekly period with the net assets on Friday of the immediately
preceding weekly period. When a Friday is not a Fund business day, then the
calculation will be based on the net assets of a Fund on the Fund business day
immediately preceding such Friday. This advisory fee may be greater than that
paid by most funds. In addition to payments to the Adviser under the Advisory
Agreement, the Fund pays certain other costs.
For the fiscal years ended March 31, 2009, 2008 and 2007, Global High Income
paid advisory fees to the Adviser that, in the aggregate, amounted to
$8,008,276, $9,918,636 and $8,912,602, respectively. For the fiscal year ended
September 30, 2008, 2007 and 2006, Managed Dollar paid advisory fees to the
Adviser that, in the aggregate, amounted to $1,150,446, $1,267,930 and
$1,299,642, respectively.
Each Fund's Advisory Agreement is terminable with respect to that Fund without
penalty on 60 days written notice by a vote of a majority of the outstanding
voting securities of such Fund or by a vote of a majority of the Fund's
Directors, or by the Adviser on 60 days written notice, and will automatically
terminate in the event of its assignment. Each Fund's Advisory Agreement
provides that, in the absence of willful misfeasance, bad faith or gross
negligence on the part of the Adviser, or of reckless disregard of its
obligations thereunder, the Adviser shall not be liable for any action or
failure to act in accordance with its duties thereunder.
The Advisory Agreements for the Funds continue in effect, provided that such
continuance is specifically approved at least annually by a vote of a majority
of the Fund's outstanding voting securities or by the Fund's Board, including in
either case approval by a majority of the Directors who are not parties to the
Advisory Agreement or interested persons of such parties as defined by the 1940
Act. Most recently, continuance of the Advisory Agreements of each Fund's
Advisory Agreements was approved by the respective Board, including a majority
of the Directors who are not parties to the Advisory Agreements or interested
persons of any such party, at a Meeting held on November 4-6, 2008.
Portfolio Managers
The dollar ranges of Global High Income's equity securities owned directly or
beneficially by the Fund's portfolio managers as of March 31, 2009 are set forth
below.
DOLLAR RANGE OF EQUITY SECURITIES IN GLOBAL HIGH INCOME
Paul J. DeNoon NONE
Fernando Grisales NONE
Michael Mon NONE
Douglas Peebles NONE
Matthew Sheridan NONE
Global High Income
------------------
The following tables provide information regarding registered investment
companies other than the Fund, other pooled investment vehicles and other
accounts over which the Fund's portfolio managers also have day-to-day
management responsibilities. The tables provide the numbers of such accounts,
the total assets in such accounts and the number of accounts and total assets
whose fees are based on performance. The information is provided as of the
Fund's fiscal year ended March 31, 2009.
REGISTERED INVESTMENT COMPANIES
(excluding Global High Income)
Number of Total Assets
Registered of Registered
Total Number Total Assets Investment Investment
of Registered of Registered Companies Companies
Investment Investment Managed with Managed with
Companies Companies Performance- Performance-
Portfolio Manager Managed Managed based Fees based Fees
----------------- ------------- ------------- ------------ -------------
Paul J. DeNoon 18 $5,977,000,000 1 $10,000,000
Fernando Grisales 1 $106,000,000 NONE NONE
Michael Mon 15 $5,864,000,000 NONE NONE
Douglas Peebles 53 $16,726,000,000 1 $10,000,000
Matthew Sheridan 15 $5,864,000,000 NONE NONE
POOLED INVESTMENT VEHICLES
Number of Total Assets
Registered of Registered
Total Number Total Assets Investment Investment
of Pooled of Pooled Companies Companies
Investment Investment Managed with Managed with
Vehicles Vehicles Performance- Performance-
Portfolio Manager Managed Managed based Fees based Fees
----------------- ------------- ------------- ------------ -------------
Paul J. DeNoon 26 $9,638,000,000 2 $131,000,000
Fernando Grisales 2 $856,000,000 NONE NONE
Michael Mon 20 $8,896,000,000 NONE $2,732,000,000
Douglas Peebles 57 $22,174,000,000 3 NONE
Matthew Sheridan 20 $8,896,000,000 NONE NONE
OTHER ACCOUNTS
Number of
Other Total Assets
Total Number Total Assets Accounts of Other
of Other of Other with Accounts with
Accounts Accounts Performance- Performance-
Portfolio Manager Managed Managed based Fees based Fees
----------------- ------------- ------------- ------------ -------------
Paul J. DeNoon 85 $16,557,000,000 5 $2,382,000,000
Fernando Grisales 4 $1,793,000,000 NONE NONE
Michael Mon 81 $16,409,000,000 5 $2,382,000,000
Douglas Peebles 326 $77,969,000,000 13 $4,686,000,000
Matthew Sheridan 81 $16,409,000,000 5 $2,382,000,000
Investment Professional Conflict of Interest Disclosure
As an investment adviser and fiduciary, the Adviser owes its clients and
stockholders an undivided duty of loyalty. We recognize that conflicts of
interest are inherent in our business and accordingly have developed policies
and procedures (including oversight monitoring) reasonably designed to detect,
manage and mitigate the effects of actual or potential conflicts of interest in
the area of employee personal trading, managing multiple accounts for multiple
clients, including AllianceBernstein Mutual Funds, and allocating investment
opportunities. Investment professionals, including portfolio managers and
research analysts, are subject to the above-mentioned policies and oversight
monitoring to ensure that all clients are treated equitably. We place the
interests of our clients first and expect all of our employees to meet their
fiduciary duties.
Employee Personal Trading. The Adviser has adopted a Code of Business
Conduct and Ethics that is designed to detect and prevent conflicts of interest
when investment professionals and other personnel of the Adviser own, buy or
sell securities which may be owned by, or bought or sold for, clients. Personal
securities transactions by an employee may raise a potential conflict of
interest when an employee owns or trades in a security that is owned or
considered for purchase or sale by a client, or recommended for purchase or sale
by an employee to a client. Subject to the reporting requirements and other
limitations of its Code of Business Conduct and Ethics, the Adviser permits its
employees to engage in personal securities transactions, and also allows them to
acquire investments in the AllianceBernstein Mutual Funds through direct
purchase and/or notionally in connection with deferred incentive compensation
awards. The Adviser's Code of Ethics and Business Conduct requires disclosure of
all personal accounts and maintenance of brokerage accounts with designated
broker-dealers approved by the Adviser. The Code also requires preclearance of
all securities transactions and imposes a one-year holding period for securities
purchased by employees to discourage short-term trading.
Managing Multiple Accounts for Multiple Clients. The Adviser has
compliance policies and oversight monitoring in place to address conflicts of
interest relating to the management of multiple accounts for multiple clients.
Conflicts of interest may arise when an investment professional has
responsibilities for the investments of more than one account because the
investment professional may be unable to devote equal time and attention to each
account. The investment professional or investment professional teams for each
client may have responsibilities for managing all or a portion of the
investments of multiple accounts with a common investment strategy, including
other registered investment companies, unregistered investment vehicles, such as
hedge funds, pension plans, separate accounts, collective trusts and charitable
foundations. Among other things, the Adviser's policies and procedures provide
for the prompt dissemination to investment professionals of initial or changed
investment recommendations by analysts so that investment professionals are
better able to develop investment strategies for all accounts they manage. In
addition, investment decisions by investment professionals are reviewed for the
purpose of maintaining uniformity among similar accounts and ensuring that
accounts are treated equitably. No investment professional that manages client
accounts carrying performance fees is compensated directly or specifically for
the performance of those accounts. Investment professional compensation reflects
a broad contribution in multiple dimensions to long-term investment success for
our clients and is not tied specifically to the performance of any particular
client's account, nor is it directly tied to the level or change in level of
assets under management.
Allocating Investment Opportunities. The Adviser has policies and
procedures intended to address conflicts of interest relating to the allocation
of investment opportunities. These policies and procedures are designed to
ensure that information relevant to investment decisions is disseminated
promptly within its portfolio management teams and investment opportunities are
allocated equitably among different clients. The investment professionals at the
Adviser routinely are required to select and allocate investment opportunities
among accounts. Portfolio holdings, position sizes, and industry and sector
exposures tend to be similar across similar accounts, which minimizes the
potential for conflicts of interest relating to the allocation of investment
opportunities. Nevertheless, investment opportunities may be allocated
differently among accounts due to the particular characteristics of an account,
such as size of the account, cash position, tax status, risk tolerance and
investment restrictions or for other reasons.
The Adviser's procedures are also designed to prevent potential conflicts of
interest that may arise when the Adviser has a particular financial incentive,
such as a performance-based management fee, relating to an account. An
investment professional may perceive that he or she has an incentive to devote
more time to developing and analyzing investment strategies and opportunities or
allocating securities preferentially to accounts for which the Adviser could
share in investment gains.
To address these conflicts of interest, the Adviser's policies and procedures
require, among other things, the prompt dissemination to investment
professionals of any initial or changed investment recommendations by analysts;
the aggregation of orders to facilitate best execution for all accounts; price
averaging for all aggregated orders; objective allocation for limited investment
opportunities (e.g., on a rotational basis) to ensure fair and equitable
allocation among accounts; and limitations on short sales of securities. These
procedures also require documentation and review of justifications for any
decisions to make investments only for select accounts or in a manner
disproportionate to the size of the account.
Portfolio Manager Compensation
The Adviser's compensation program for investment professionals is designed to
be competitive and effective in order to attract and retain the highest caliber
employees. The compensation program for investment professionals is designed to
reflect their ability to generate long-term investment success for our clients,
including stockholders of the AllianceBernstein Mutual Funds. Investment
professionals do not receive any direct compensation based upon the investment
returns of any individual client account, nor is compensation tied directly to
the level or change in level of assets under management. Investment
professionals' annual compensation is comprised of the following:
(i) Fixed base salary: This is generally the smallest portion of
compensation. The base salary is a relatively low, fixed salary within a similar
range for all investment professionals. The base salary is determined at the
outset of employment based on level of experience, does not change significantly
from year-to-year and hence, is not particularly sensitive to performance.
(ii) Discretionary incentive compensation in the form of an annual
cash bonus: The Adviser's overall profitability determines the total amount of
incentive compensation available to investment professionals. This portion of
compensation is determined subjectively based on qualitative and quantitative
factors. In evaluating this component of an investment professional's
compensation, the Adviser considers the contribution to his/her team or
discipline as it relates to that team's overall contribution to the long-term
investment success, business results and strategy of the Adviser. Quantitative
factors considered include, among other things, relative investment performance
(e.g., by comparison to competitor or peer group funds or similar styles of
investments, and appropriate, broad-based or specific market indices), and
consistency of performance. There are no specific formulas used to determine
this part of an investment professional's compensation and the compensation is
not tied to any pre-determined or specified level of performance. The Adviser
also considers qualitative factors such as the complexity and risk of investment
strategies involved in the style or type of assets managed by the investment
professional; success of marketing/business development efforts and client
servicing; seniority/length of service with the firm; management and supervisory
responsibilities; and fulfillment of the Adviser's leadership criteria.
(iii) Discretionary incentive compensation in the form of awards under
the Adviser's Partners Compensation Plan ("deferred awards"): the Adviser's
overall profitability determines the total amount of deferred awards available
to investment professionals. The deferred awards are allocated among investment
professionals based on criteria similar to those used to determine the annual
cash bonus. There is no fixed formula for determining these amounts. Deferred
awards, for which there are various investment options, vest over a four-year
period and are generally forfeited if the employee resigns or the Adviser
terminates his/her employment. Investment options under the deferred awards plan
include many of the same AllianceBernstein Mutual Funds offered to mutual fund
investors, thereby creating a close alignment between the financial interests of
the investment professionals and those of the Adviser's clients and mutual fund
stockholders with respect to the performance of those mutual funds. The Adviser
also permits deferred award recipients to allocate up to 50% of their award to
investments in the Adviser's publicly traded equity securities.(1)
_____________
(1) Prior to 2002, investment professional compensation also included
discretionary long-term incentive in the form of restricted grants of the
Adviser's Master Limited Partnership Units.
(iv) Contributions under the Adviser's Profit Sharing/401(k) Plan: The
contributions are based on the Adviser's overall profitability. The amount and
allocation of the contributions are determined at the sole discretion of the
Adviser.
The Adviser may act as an investment adviser to other persons, firms or
corporations, including investment companies, and is investment adviser to the
following registered investment companies: AllianceBernstein Balanced Shares,
Inc., AllianceBernstein Blended Style Series, Inc., AllianceBernstein Bond Fund,
Inc., AllianceBernstein Cap Fund, Inc., AllianceBernstein Corporate Shares,
AllianceBernstein Diversified Yield Fund, Inc., AllianceBernstein Exchange
Reserves, AllianceBernstein Fixed-Income Shares, Inc., AllianceBernstein Focused
Growth & Income Fund, Inc., AllianceBernstein Global Bond Fund, Inc.,
AllianceBernstein Global Growth 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
Institutional Funds, Inc., AllianceBernstein International Growth Fund, Inc.,
AllianceBernstein Large Cap Growth Fund, Inc., AllianceBernstein Municipal
Income Fund, Inc., AllianceBernstein Municipal Income Fund II, AllianceBernstein
Small/Mid Cap Growth Fund, AllianceBernstein Trust, AllianceBernstein Utility
Income Fund, Inc., AllianceBernstein Variable Products Series Fund, Inc.,
Sanford C. Bernstein Fund, Inc., Sanford C. Bernstein Fund II, Inc., The
AllianceBernstein Pooling Portfolios and The AllianceBernstein Portfolios, all
registered open-end investment companies; and to AllianceBernstein Global High
Income Fund, Inc., AllianceBernstein Income Fund, Inc., ACM Managed Dollar
Income Fund, Inc., Alliance California Municipal Income Fund, Inc., Alliance
National Municipal Income Fund, Inc., Alliance New York Municipal Income Fund,
Inc. and The Spain Fund, Inc., all registered closed-end investment companies.
Administrator
The Adviser serves as administrator for each of the Funds and performs standard
administrative services for the Funds.
Pursuant to the Fund's Administration Agreement with the Adviser, Global High
Income reimburses the Adviser for its costs, including legal and accounting
costs, in serving as Administrator of the Fund provided, however, that the
reimbursement may not exceed .15% of average weekly net assets.
Pursuant to the Fund's Administration Agreement with the Adviser, Managed Dollar
reimburses the Adviser for its costs, including legal and accounting costs, in
serving as Administrator of the Fund. Until March 31, 2007 Princeton
Administrators acted as administrator for the Fund for which the Fund paid a fee
at an annual rate of .12% of the average weekly net assts of the Fund, but in no
event less than $12,500 per month.
For the fiscal years ended March 31, 2009, 2008 and 2007, Global High Income
paid administrative fees to the Adviser that, in the aggregate, amounted to
$131,632, $146,264 and $102,250, respectively. For the fiscal years ended
September 30, 2008, 2007 and 2006, Managed Dollar paid administrative fees that,
in the aggregate, amounted to $133,719, $162,878 and $207,928, respectively.
Shareholder Servicing
AllianceBernstein Investor Services, Inc. ("ABIS"), an affiliate of the Adviser,
provides stockholder services for the Funds. The Funds reimburse ABIS for these
services. For these services and for the fiscal years ended March 31, 2009, 2008
and 2007, Global High Income paid ABIS $1,260, $1,400 and $775, respectively.
For these services and for its fiscal years ended September 30, 2008, 2007 and
2006, Managed Dollar paid ABIS $145, $280 and $335, respectively.
Custodian, Dividend Paying Agent, Transfer Agent and Registrar
Bank of New York, One Wall Street, New York, NY 10286, serves as custodian for
Global High Income. State Street Bank and Trust Company, One Lincoln Street,
Boston, MA 02111, serves as custodian for Managed Dollar. Computershare Trust
Company, N.A. ("Computershare"), P.O. Box 43010, Providence, RI 02940, serves as
the dividend paying agent, transfer agent and registrar for each of the Funds.
For these services and for the fiscal years ended March 31, 2009, 2008 and 2007,
Global High Income paid Bank of New York $380,966, $661,815 and $509,205,
respectively; and paid Computershare $35,174, $51,563 and $49,233, respectively.
For these services and for the fiscal years ended September 30, 2008, 2007 and
2006, Managed Dollar paid State Street Bank $143,854, $105,937 and $60,918,
respectively; and paid Computershare $16,285, $13,891 and $13,806, respectively.
Stock Ownership
As of May 1, 2009, to the knowledge of Global High Income, no person owned,
either of record or beneficially, 5% or more of the outstanding shares of the
Fund. As of May 1, 2009, to the knowledge of Managed Dollar, Bulldog Investors,
Park 80 West Plaza Two, Suite 750, Saddle Brook, NJ 07663, owned 973,112, or
5.26%, of the outstanding shares of the Fund.
VALUATION OF PORTFOLIO SECURITIES
Each Fund calculates and makes available for weekly publication the NAV of its
shares of common stock. The NAV per share of a Fund's common stock is determined
as of the close of trading on the NYSE each Friday or, when Friday is not a Fund
business day, on the immediately preceding Fund business day, by adding the
market value of all securities in the Fund's portfolio and other assets,
subtracting liabilities incurred or accrued and dividing by the total number of
the Fund's shares of common stock then outstanding.
In accordance with applicable rules under the 1940 Act, portfolio securities are
valued at current market value or at fair value as determined in good faith by
the Board of Directors. The Board of Directors has delegated to the Adviser
certain of the Board's duties with respect to the following procedures. Readily
marketable securities listed on the NYSE or on a foreign securities exchange
(other than foreign securities exchanges whose operations are similar to those
of the United States over-the-counter market) are valued, except as indicated
below, at the last sale price reflected on the consolidated tape at the close of
the NYSE or, in the case of a foreign securities exchange, at the last quoted
sale price, in each case on the business day as of which such value is being
determined. If there has been no sale on such day, the securities are valued at
the quoted bid prices on such day. If no bid prices are quoted on such day, then
the security is valued at the mean of the bid and asked prices at the close of
the NYSE on such day as obtained from one or more dealers regularly making a
market in such security. Where a bid and asked price can be obtained from only
one such dealer, such security is valued at the mean of the bid and asked price
obtained from such dealer unless it is determined that such price does not
represent current market value, in which case the security shall be valued in
good faith at fair value by, or pursuant to procedures established by, the Board
of Directors. Securities for which no bid and asked price quotations are readily
available are valued in good faith at faire value by, or in accordance with
procedures established by, the Board of Directors. Readily marketable securities
not listed on the NYSE or on a foreign securities exchange are valued in like
manner. Portfolio securities traded on the NYSE and on one or more other foreign
or other national securities exchanges, and portfolio securities not traded on
the NYSE but traded on one or more foreign or other national securities
exchanges are valued in accordance with these procedures by reference to the
principal exchange on which the securities are traded.
Readily marketable securities traded only in the over-the-counter market,
securities listed on a foreign securities exchange whose operations are similar
to those of the United Stated over-the-counter market, and debt securities
listed on a U.S. national securities exchange whose primary market is believed
to be over-the-counter, are valued at the mean of the bid and asked prices at
the close of the NYSE on such day as obtained from two or more dealers regularly
making a market in such security. Where a bid and asked price can be obtained
from only one such dealer, such security is valued at the mean of the bid and
asked price obtained from such dealer unless it is determined that such price
does not represent current market value, in which case the security shall be
valued in good faith at fair value by, or in accordance with procedures
established by, the Board of Directors.
Listed put and call options purchased by a Fund are valued at the last sale
price. If there has been no sale on that day, such securities will be valued at
the closing bid prices on that day.
Open futures contracts and options thereon will be valued using the closing
settlement price or, in the absence of such a price, the most recent quoted bid
price. If there are no quotations available for the day of valuations, the last
available closing settlement price will be used.
U.S. Government Securities and other debt instruments having 60 days or less
remaining until maturity are valued at amortized cost if their original maturity
was 60 days or less, or by amortizing their fair value as of the 61st day prior
to maturity if their original term to maturity exceeded 60 days (unless in
either case the Board of Directors determines that this method does not
represent fair value.)
Fixed-income securities may be valued on the basis of prices provided by a
pricing service when such prices are believed to reflect the fair market value
of such securities. The prices provided by a pricing service take into account
many factors, including institutional size trading in similar groups of
securities and any developments related to specific securities. Mortgage backed
and asset backed securities may be valued at prices obtained from a bond pricing
service or at a price obtained from one or more of the major broker/dealers in
such securities. In cases where broker/dealers quotes are obtained, the Adviser
may establish procedures whereby changes in market yields or spreads are used to
adjust, on a daily basis, a recently obtained quoted bid price on a security.
All other assets of a Fund are valued in good faith at fair value by, or in
accordance with procedures established by, the Board of Directors.
Trading in securities on Far Eastern and European securities exchanges and
over-the-counter markets is normally competed well before the close of business
of each Fund business day. In addition, trading in foreign markets may not take
place on all Fund business days. Furthermore, trading may take place in various
foreign markets on days that are not Fund business days. A Fund's calculation of
the NAV per share, therefore, does not always take place contemporaneously with
the most recent determination of the prices of portfolio securities in these
markets. Events affecting the values of these portfolio securities that occur
between the time their prices are determined in accordance with the above
procedures and the close of the NYSE will not be reflected in the Fund's
calculation of NAV unless these prices do not reflect current market value, in
which case the securities will be valued in good faith by fair value by, or in
accordance with procedures established by, the Board of Directors.
The Board of Directors may suspend the determination of a Fund's NAV, subject to
the rules of the SEC and other governmental rules and regulations, at a time
when: (1) the NYSE is closed, other than customary weekend and holiday closings
or (2) an emergency exists as a result of which it is not reasonably practicable
for the Fund to dispose of securities owned by it or to determine fairly the
value of its net assets.
For purposes of determining a Fund's NAV per share, all assets and liabilities
initially expressed in a foreign currency will be converted into U.S. Dollars at
the mean of the current bid and asked prices of such currency against the U.S.
Dollar last quoted by a major bank that is a regular participant in the relevant
foreign exchange market or on the basis of a pricing service that takes into
account the quotes provided by a number of such major banks. If such quotations
are not available as of the close of the NYSE, the rate of exchange will be
determined in good faith by, or under the direction of, the Board of Directors.
DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN
Stockholders of each Fund whose shares are registered in their own names may
elect to be participants in each Fund's DRIP, under which dividends and capital
gain distributions to stockholders will be paid or reinvested in additional
shares of a Fund (the "Dividend Shares"). Computershare Trust Company, N.A. (the
"Agent") serves as the agent for participants under the DRIP for the Funds.
Stockholders who do not elect to participate in the DRIP will receive all
distributions in cash paid by check mailed directly to the stockholder of record
(or, if the shares are held in street or other nominee name, then to the
nominee) by the Agent, as dividend disbursing agent.
The automatic reinvestment of dividends and distributions will not relieve
participants of any income taxes that may be payable (or required to be
withheld) on dividends and distributions. The federal income tax treatment of
reinvestment is described under "Taxation."
A stockholder who has elected to participate in the DRIP may withdraw from the
DRIP at any time. There will be no penalty for withdrawal from the DRIP and
stockholders who have previously withdrawn from the DRIP may rejoin it at any
time. Changes in elections must be in writing and should include the
stockholders name and address as they appear on the share certificate. An
election to withdraw from the DRIP will, until such election is changed, be
deemed to be an election by a stockholder to take all subsequent distributions
in cash. An election will be effective only for a distribution declared and
having a record date of at least 10 days after the date on which the election is
received. A stockholder whose shares are held in the name of a broker or nominee
should contact such broker or nominee concerning changes in that stockholder's
election.
Under a DRIP and commencing not more than five business days before the dividend
payment date, purchases of a Fund's shares may be made by the Agent, on behalf
of the participants in the DRIP, from time to time to satisfy dividend
reinvestments under the DRIP. Such purchases by the Agent on or before the
dividend payment date may be made on the NYSE or elsewhere at any time when the
price plus estimated commissions of a Fund's common stock on the NYSE is lower
than the Fund's most recently calculated NAV per share.
If the Agent determines on the dividend payment date that the shares purchased
as of such date are insufficient to satisfy the dividend reinvestment
requirements, the Agent, on behalf of the participants in the DRIP, will obtain
the necessary additional shares as follows. To the extent that outstanding
shares are not available at a cost of less than per share NAV, the Agent, on
behalf of the participants in the DRIP, will accept payment of the dividend, or
the remaining portion thereof, in authorized but unissued shares of a Fund on
the dividend payment date. Such shares will be issued at a per share price equal
to the higher of (1) the NAV per share on the payment date, or (2) 95% of the
closing market price per share on the payment date. If the closing sale or offer
price, plus estimated commissions, of the common stock on the NYSE on the
payment date is less than a Fund's NAV per share on such day, then the Agent
will purchase additional outstanding shares on the NYSE or elsewhere. If before
the Agent has completed such purchases, the market price plus commissions
exceeds the NAV of a Fund share, the average per share purchase price paid by
the Agent may exceed the NAV of the Fund's shares, resulting in the acquisition
of fewer shares than if shares had been issued by the Fund.
Participants in a DRIP have the option of making additional cash payments to the
Agent, semi-annually, in any amount of $100 or more for investment in a Fund's
shares. The Agent uses all funds received from participants to purchase Fund
shares in the open market on or about each January 15 and July 15. Participants'
cash payments are also used to acquire Fund shares under the same procedure as
that used for reinvestment of dividends and distributions. To allow ample time
for receipt and processing by the Agent, participants should send in voluntary
cash payments to be received by the Agent not later than five business days
before each January 15 and July 15. To avoid unnecessary cash accumulations,
cash payments received after that time and cash payments received more than 30
days prior to these dates will be returned by the Agent and interest will not be
paid on any uninvested cash payments. A participant may withdraw a voluntary
cash payment by written notice, if the notice is received by the Agent not less
than 48 hours before such payment is to be invested.
The Agent will maintain all stockholders' accounts in a DRIP and furnish written
confirmation of all transactions in the account, including information needed by
stockholders for tax records. Shares in the account of each DRIP participant
will be held by the Agent in non-certificated form in the name of the
participant, and each stockholder's proxy will include those shares purchased or
received pursuant to the DRIP.
In the case of stockholders such as banks, brokers or nominees, which hold
shares for others who are the beneficial owners, the Agent will administer the
DRIP on the basis of the number of shares certificated from time to time by the
record stockholders as representing the total amount registered in the record
stockholders' name and held for the account of beneficial owners who are to
participate in the DRIP.
There will be no brokerage charges with respect to shares issued directly by the
Fund to satisfy the dividend reinvestment requirements. However, each
participant will pay a pro rata share of brokerage commissions incurred with
respect to the Agent's open market purchases of shares. In each case, the cost
per share of shares purchased for each stockholder's account will be the average
cost, including brokerage commissions, of any shares purchased in the open
market plus the cost of any shares issued by the Fund. A participant also will
pay brokerage commissions incurred in purchases from voluntary cash payments
made by the participant.
Stockholders participating in a DRIP may receive benefits not available to
stockholders not participating in a DRIP. If the market price plus commissions
of a Fund's shares is above the NAV, participants in a DRIP will receive shares
of a Fund at a discount of up to 5% from the current market value. However, if
the market price plus commissions is below the NAV, participants will receive
distributions in shares with a NAV greater than the value of any cash
distribution they would have received on their shares. There may be insufficient
shares available in the market to make distributions in shares at prices below
NAV. Also, since a Fund does not redeem it shares, the price on resale may be
more or less than the NAV.
In the case of foreign participants whose dividends are subject to U.S. income
tax withholding and in the case of any participants subject to 28% federal
backup withholding, the Agent will reinvest dividends after deduction of the
amount required to be withheld.
Experience under a DRIP may indicate that changes are desirable. Accordingly, a
Fund reserves the right to amend or terminate a DRIP as applied to any voluntary
cash payments made and any dividend or distribution paid subsequent to written
notice of the change sent to participants in the DRIP at least 90 days before
the record date for such dividend or distribution. A DRIP may also be amended or
terminated by the Agent on at least 90 days' written notice to participants in
the DRIP. There is no service charge to participants in a DRIP; however, a Fund
reserves the right to amend the DRIP to include a service charge payable to the
Agent by the participants. All correspondence concerning the DRIPs for the Funds
should be directed to Computershare Trust Company, N.A., P.O. Box 43010,
Providence, RI 02940.
DESCRIPTION OF COMMON STOCK
Common Stock of the Funds
Each Fund is authorized to issue up to 100,000,000 shares of common stock, par
value $.01 per share. As of [______________], 2009, Global High Income and
Managed Dollar had [____________] and [____________] shares outstanding,
respectively. The Funds' shares have no preemptive, conversion, exchange or
redemption rights. Each share has equal voting, dividend, distribution and
liquidation rights. The shares of each Fund outstanding are, and the shares of
Global High Income, when issued upon the Acquisitions will be, fully paid and
nonassessable. Stockholders are entitled to one vote per share. All voting
rights for the election of Directors are noncumulative, which means that the
holders of more than 50% of the shares of common stock of a Fund can elect 100%
of the Directors then nominated for election if they choose to do so and, in
such event, the holders of the remaining shares of common stock will not be able
to elect any Directors. Under the rules of the NYSE applicable to listed
companies, each Fund is required to hold an annual meeting of stockholders each
year.
Certain Anti-Takeover Provisions of the Fund's Charters Articles of
Incorporation and Bylaws
The Funds presently have provisions in their Charters, and Bylaws (together, the
"Charter Documents") that are intended to limit (i) the ability of other
entities or persons to acquired control of a Fund, (ii) a Fund's freedom to
engage in certain transactions, or (iii) the ability of a Fund's Directors or
stockholders to amend the Charter Documents or effect changes in the Fund's
management. These provisions of the Charter Documents may be regarded as
"anti-takeover" provisions. The Board of Directors of each Fund is divided into
three classes, each having a term of three years. Each class of Directors serves
for a three year term. Accordingly, only those - Directors may have the effect
of maintaining the continuity of management and, thus, make it more difficult
for the Fund's stockholders to change the majority of Directors. Under Maryland
law and a Fund's Charter, the affirmative vote of the holders of a majority of
the votes entitles to be cast is required for the consolidation of the Fund with
another corporation, a merger of the Fund with or into another corporation
(except for certain mergers in which the Fund is the successor), a statutory
share exchange in which the Fund is not the successor, a sale or transfer of all
or substantially all of the Fund's assets, the dissolution of the Fund and
certain amendments to the Fund's Charter. In addition, the affirmative vote of
75% (which is higher than that required under Maryland law or the 1940 Act) of
the outstanding shares of common stock of a Fund is required generally to
authorize any of the following transactions or to amend the provisions of the
Articles of Incorporation relating to such transactions:
(i) merger, consolidation or statutory share exchange of the Fund with or
into any corporation, person or other entity;
(ii) issuance of any securities of the Fund to any corporation, person or
other entity for cash;
(iii) sale, lease or exchange of all or any substantial part of the assets
of the Fund to any corporation, person or other entity (except assets
having an aggregate fair market value of less than $1,000,000); or
(iv) sale, lease or exchange to the Fund, in exchange for securities of the
Fund, of any assets of any corporation, person or other entity (except
assets having an aggregate fair market value of less than $1,000,000);
If such corporation, person or entity is directly, or indirectly through
affiliates or associates, the beneficial owner of more than 5% of the
outstanding shares of the Fund (a "principal stockholder"). However, such vote
would not be required where, under certain condition, the Board of Directors
approves the transaction, although in certain cases involving merger,
consolidation or statutory share exchange or sale of all or substantially all of
the Fund's assets the affirmative vote of a majority of the outstanding shares
of a Fund would nevertheless be required.
The provisions of the Charter Documents described above and a Fund's right to
repurchase or make a tender offer for its common stock could have the effect of
depriving the owners of shares of opportunities to sell their shares at a
premium over prevailing market prices, by discouraging a third party from
seeking to obtain control of a Fund in a tender offer or similar transaction.
The overall effect of these provisions is to render more difficult the
accomplishment of a merger or the assumption of control by a principal
stockholder. However, they provide the advantage of potentially requiring
persons seeking control of a Fund to negotiate with its management regarding the
price to be paid and facilitating the continuity of the Fund's management and
investment objective and policies. The Board of Directors of each Fund has
considered the foregoing anti-takeover provisions and concluded that they are in
the best interests of the Fund and its stockholders.
PORTFOLIO TRANSACTIONS
Subject to the general supervision of a Fund's Board, the Adviser is responsible
for the investment decisions and the placing of orders for portfolio
transactions for the Fund. A Fund's portfolio transactions occur primarily with
issuers, underwriters or major dealers acting as principals. Such transactions
are normally on a net basis, which does not involve payment of brokerage
commissions. The cost of securities purchased from an underwriter usually
includes a commission paid by the issuer to the underwriters; transactions with
dealers normally reflect the spread between bid and asked prices. Premiums are
paid with respect to options purchased by a Fund and brokerage commissions are
payable with respect to transactions in exchange-traded futures contracts.
A Fund has no obligation to enter into transactions in portfolio securities with
any dealer, issuer, underwriter or other entity. In placing orders, it is the
policy of each Fund to obtain the best price and execution for its transactions.
Where best price and execution may be obtained from more than one dealer, the
Adviser may, in its discretion, purchase and sell securities through dealers who
provide research, statistical and other information to the Adviser. Such
services may be used by the Adviser for all of its investment advisory accounts
and, accordingly, not all such services may be used by the Adviser in connection
with a Fund. The supplemental information received from a dealer is in addition
to the services required to be performed by the Adviser under the Advisory
Agreement, and the expenses of the Adviser will not necessarily be reduced as a
result of the receipt of such information. Consistent with the Rules of Fair
Practice of the National Association of Securities Dealers, Inc., and subject to
seeking best price and execution, a Fund may consider sales of shares of the
Fund as a factor in the selection of dealers to enter into portfolio
transactions with the Fund.
Brokerage Allocation and Other Practices
Neither a Fund nor the Adviser has entered into agreements or understandings
with any brokers or dealers regarding the placement of securities transactions
because of research or statistical services they provide. To the extent that
such persons or firms supply investment information to the Adviser for use in
rendering investment advice to a Fund, such information may be supplied at no
cost to the Adviser and, therefore, may have the effect of reducing the expenses
of the Adviser in rendering advice to the Fund. While it is impossible to place
an actual dollar value on such investment information, its receipt by the
Adviser probably does not reduce the overall expenses of the Adviser to any
material extent.
The investment information provided to the Adviser is of the types described in
Section 28(e)(3) of the Securities Exchange Act of 1934 and is designed to
augment the Adviser's own internal research and investment strategy
capabilities. Research and statistical services furnished by brokers through
whom a Fund effects securities transactions are used by the Adviser in carrying
out its investment management responsibilities with respect to all its client
accounts but not all such services may be utilized by the Adviser in connection
with the Fund. A Fund will deal in some instances in equity securities, which
are not listed on a national stock exchange but are traded in the
over-the-counter market. Where transactions are executed in the over-the-counter
market, a Fund will seek to deal with the primary market makers, but when
necessary in order to obtain the best price and execution, it will utilize the
services of others. In all cases, a Fund will attempt to negotiate best
execution. A Fund may from time to time place orders for the purchase or sale of
securities (including listed call options) with SCB & Co., an affiliate of the
Adviser. In such instances, the placement of orders with such broker would be
consistent with the Fund's objective of obtaining best execution and would not
be dependent upon the fact that SCB & Co. is an affiliate of the Adviser. With
respect to orders placed with SCB & Co. for execution on a national securities
exchange, commissions received must conform to Section 17(e)(2)(A) of the 1940
Act and Rule 17e-1 thereunder, which permit an affiliated person of a registered
investment company (such as a Fund), or any affiliated person of such person, to
receive a brokerage commission from such registered investment company provided
that such commission is reasonable and fair compared to the commissions received
by other brokers in connection with comparable transactions involving similar
securities during a comparable period of time.
The following table shows the brokerage commission paid on investment
transactions for the last three fiscal years:
Fund Brokerage Commission Paid ($)
Global High Income (Fiscal Year End - March 31)
2009 $0
2008 $0
2007 $0
Managed Dollar (Fiscal Year End - September 30)
2008 $0
2007 $0
2006 $0
DISTRIBUTIONS
Each Fund intends to distribute monthly its net investment income. Net
short-term capital gains, if any, will normally be distributed quarterly and net
long-term capital gains, if any, will normally be distributed annually.
TAXATION
General
Each Fund intends for each taxable year to qualify as a "regulated investment
company" under the Code. To so qualify, a Fund must, among other things, (i)
derive at least 90% of its gross income in each taxable year from dividends,
interest, payments with respect to securities loans, gains from the sale or
other disposition of stock or securities or foreign currency, or certain other
income (including but not limited to, gains from options, futures and forward
contracts) derived with respect to its business of investing in stock,
securities or currency and net income derived from interests in certain
"qualified publicly traded partnerships"; and (ii) diversify its holdings so
that, at the end of each quarter of its taxable year, the following two
conditions are met: (a) at least 50% of the value of the Fund's assets is
represented by cash, U.S. Government Securities, securities of other regulated
investment companies and other securities with respect to which the Fund's
investment if limited, in respect of any one issuer, to an amount not greater
than 5% of the Fund's total assets and 10% of the outstanding voting securities
of such issuer and (b) not more than 25% of the value of the Fund's assets is
invested in securities of any one issuer (other than U.S. Government Securities
or securities of other regulated investment companies) or the securities of one
or more "qualified publicly traded partnerships."
The Treasury Department is authorized to issue regulations to provide that
foreign currency gains that are "not directly related" to a Fund's principal
business of investing in stock or securities may be excluded from the income
which qualifies for purposes of the 90% gross income requirement described above
with respect to the Fund's qualification as a "regulated investment company." No
such regulations have yet been issued.
If a Fund qualifies as a regulated investment company for any taxable year and
makes timely distributions to its stockholders of 90% or more of its net
investment income for that year (calculated without regard to its net capital
gain, i.e., the excess of its net long-term capital gain over its net short-term
capital loss), it will not be subject to federal income tax on the portion of
its taxable income for the year (including any net capital gain) that it
distributes to stockholders. Investors should consult their own counsel for a
complete understanding of the requirements the Fund must meet to qualify to be
taxed as a "regulated investment company."
The information set forth in the following discussion relates solely to the
significant United States federal income tax consequences of dividends and
distributions by a Fund and of sales or redemptions of Fund shares, and assumes
that a Fund qualifies to be taxed as a regulated investment company. Investors
should consult their own tax counsel with respect to the specific tax
consequences of their being stockholders of a Fund, including the effect and
applicability of federal, state and local tax laws to their own particular
situation and the possible effects of changes therein.
Dividends and Distributions
Each Fund intends to make timely distributions of its taxable income (including
any net capital gain) so that the Fund will not be subject to federal income
taxes. Each Fund also intends to declare and distribute dividends in the amounts
and at the times necessary to avoid the application of the 4% federal excise tax
imposed on certain undistributed income of regulated investment companies. A
Fund will be required to pay the 4% excise tax to the extent it does not
distribute to its stockholders during any calendar year an amount equal to the
sum of (i) 98% of its ordinary taxable income for the calendar year, (ii) 98% of
its capital gain net income and foreign currency gains for the twelve months
ended October 31 of such year and (iii) any ordinary income or capital gain net
income from the preceding calendar year that was not distributed during such
year. For this purpose, income or gain retained by a Fund that is subject to
corporate income tax will be considered to have been distributed by the Fund by
year-end. For federal income and excise tax purposes, dividends declared and
payable to stockholders of record as of a date in October, November or December
but actually paid during the following January will be taxable to these
stockholders for the year declared, and not for the subsequent calendar year in
which the stockholders actually received the dividend.
Dividends of a Fund's net ordinary income and distributions of any net realized
short-term capital gain are taxable to stockholders as ordinary income. Since
each Fund expects to derive substantially all of its gross income from sources
other than dividends, it is expected that none of the Fund's dividends or
distributions will qualify for the dividends-received deduction for
corporations.
Distributions of net capital gain by a Fund to its stockholders will be taxable
to the stockholders as long-term capital gains, irrespective of the length of
time a stockholder may have held his Fund shares. Any dividend or distribution
received by a stockholder on shares of a Fund will have the effect of reducing
the NAV of such shares by the amount of such dividend or distribution.
Furthermore, a dividend or distribution made shortly after the purchase of such
shares by a stockholder, although in effect a return of capital to that
particular stockholder, would be taxable to him as described above. Dividends
are taxable in the manner discussed regardless of whether they are paid to the
stockholder in cash or are reinvested in additional shares of a Fund.
After the end of the taxable year, a Fund will notify stockholders of the
federal income tax status of any distributions made by the Fund to stockholders
during such year.
Sales
Any gain or loss arising from a sale of Fund shares generally will be capital
gain or loss except in the case of a dealer or a financial institution, and will
be long-term capital gain or loss if such stockholder has held such shares for
more than one year at the time of the sale; otherwise it will be short-term
capital gain or loss. However, if a stockholder has held shares in a Fund for
six months or less and during that period has received a distribution of net
capital gain, any loss recognized by the stockholder on the sale of those shares
during the six-month period will be treated as a long-term capital loss to the
extent of such distribution. In determining the holding period of such shares
for this purpose, any period during which a stockholder's risk of loss is offset
by means of options, short sales or similar transactions is not counted.
Any loss realized by a stockholder on a sale or exchange of shares of a Fund
will be disallowed to the extent the shares disposed of are replaced within a
period of 61 days beginning 30 days before and ending 30 days after the shares
are sold or exchanged. For this purpose, acquisitions pursuant to a Fund's DRIP
would constitute a replacement if made within the period. If disallowed, the
loss will be reflected in an upward adjustment to the basis of the shares
acquired.
Backup Withholding
A Fund generally will be required to withhold tax (currently at the rate of 28%)
of reportable payments (which may include dividends and distributions of net
capital gain) payable to a noncorporate stockholder unless the stockholder
certified on his subscription application that the social security or taxpayer
identification number provided is correct and that the stockholder has not been
notified by the Internal Revenue Service that he is subject to backup
withholding.
United States Federal Income Taxation of a Fund
The following discussion relates to certain significant United States federal
income tax consequences to a Fund with respect to the determination of its
"investment company taxable income" each year. This discussion assumes that a
Fund will be taxed as a regulated investment company for each of its taxable
years.
Options and Futures Contracts
Certain listed options and regulated futures contracts are considered "section
1256 contracts" for federal income tax purposes. Section 1256 contracts held by
a Fund at the end of each taxable year will be "marked to market" and treated
for federal income tax purposes as though sold for fair market value on the last
business day of such taxable year. Gain or loss realized by a Fund on section
1256 contracts (other than forward foreign currency contracts) will be
considered 60% long-term and 40% short-term capital gain or loss. A Fund can
elect to exempt its section 1256 contracts which are part of a "mixed straddle"
(as described below) from the application of section 1256.
With respect to over-the-counter put and call options or options traded on
certain foreign exchanges, gain or loss realized by a Fund upon the lapse or
sale of such options held by the Fund will be either long-term or short-term
capital gain or loss depending upon the Fund's holding period with respect to
such option. However, gain or loss realized upon the lapse or closing out of
such options that are written by a Fund will be treated as short-term capital
gain or loss. In general, if a Fund exercises an option, or if an option that
the Fund has written is exercised, gain or loss on the option will not be
separately recognized but the premium received or paid will be included in the
calculation of gain or loss upon disposition of the property underlying the
option.
Gain or loss realized by a Fund on the lapse or sale of put and call options on
foreign currencies which are traded over-the-counter or on certain foreign
exchanges will be treated as section 988 gain or loss and will therefore be
characterized as ordinary income or loss and will increase or decrease the
amount of the Fund's net investment income available to be distributed to
stockholders as ordinary income, as described above. The amount of such gain or
loss shall be determined by subtracting the amount paid, if any, for or with
respect to the option (including any amount paid by a Fund upon termination of
an option written by the Fund) from the amount received, if any, for or with
respect to the option (including any amount received by the Fund upon
termination of an option held by the Fund). In general, if a Fund exercises such
an option on a foreign currency, or such an option that the Fund has written is
exercised, gain or loss on the option will be recognized in the same manner as
if the Fund had sold the option (or paid another person to assume the Fund's
obligation to make delivery under the option) on the date on which the option is
exercised, for the fair market value of the option. The foregoing rules will
also apply to other put and call options which have as their underlying property
foreign currency and which are traded over-the-counter or on certain foreign
exchanges to the extent gain or loss with respect to such options is
attributable to fluctuations in foreign currency exchange rates.
Tax Straddles
Any option, futures contract, forward foreign currency contract, other forward
contract, or other position entered into or held by a Fund in conjunction with
any other position held by the Fund may constitute a "straddle" for federal
income tax purposes. A straddle of which at least one, but not all, the
positions are section 1256 contracts may constitute a "mixed straddle." In
general, straddles are subject to certain rules that may affect the character
and timing of a Fund's gains and losses with respect to straddle positions by
requiring, among other things, that (i) loss realized on disposition of one
position of a straddle not be recognized to the extent that the Fund has
unrealized gains with respect to the other position in such straddle; (ii) the
Fund's holding period in straddle positions be suspended while the straddle
exists (possibly resulting in gain being treated as short-term capital gain
rather than long-term capital gain); (iii) losses recognized with respect to
certain straddle positions which are part of a mixed straddle and which are
non-section 1256 positions be treated as 60% long-term and 40% short-term
capital loss; (iv) losses recognized with respect to certain straddle positions
which would otherwise constitute short-term capital losses be treated as
long-term capital losses; and (v) the deduction of interest and carrying charges
attributable to certain straddle positions may be deferred. The Treasury
Department is authorized to issue regulations providing for the proper treatment
of a mixed straddle where at least one position is capital. No such regulations
have yet been issued. Various elections are available to a Fund which may
mitigate the effects of the straddle rules, particularly with respect to mixed
straddles. In general, the straddle rules described above do not apply to any
straddles held by a Fund all of the offsetting positions of which consist of
section 1256 contracts.
Original Issue Discount and Market Discount
Under current federal tax law, a Fund will include in income as interest each
year, in addition to stated interest received on debt instruments held by the
Fund, amounts attributable to the Fund from holding debt instruments with
"original issue discount" ("OID") (i.e., debt instruments purchased by the Fund
at a price less than their stated face amount) or debt instruments acquired at a
price less than their issue price plus the portion of "original issue discount"
previously accrued thereon, i.e., purchased at a "market discount." Current
federal tax law requires a holder (such as the Funds) of a debt instrument with
OID to accrue and include in income each year a portion of the discount at which
the security was purchased even though the Fund does not receive interest
payments in cash during the year which reflect such accrued discount. The Fund
will elect to likewise accrue and include in income each year a portion of the
market discount with respect to a debt instrument even though the Fund does not
receive interest payments in cash which reflect such accrued discount.
As a result of the applicable rules, in order to make the distributions
necessary for a Fund not to be subject to federal income or excise taxes, the
Fund may be required to pay out as an income distribution each year an amount
significantly greater than the total amount of cash which the Fund has actually
received as interest during the year. Such distributions will be made from the
cash assets of the Fund, from borrowings or by liquidation of portfolio
securities, if necessary. If a distribution of cash necessitates the liquidation
of portfolio securities, the Adviser will select which securities to sell. The
Fund may realize a gain or loss from such sales. In the event the Fund realizes
net capital gains from such sales, shareholders may receive a larger capital
gain distribution than they would have in the absence of such sales.
Zero Coupon Treasury Securities
Under current federal tax law, a Fund will receive net investment income in the
form of interest by virtue of holding Treasury bills, notes and bonds, and will
recognize interest attributable to it under the original issue discount rules of
the Code from holding zero coupon Treasury securities. Current federal tax law
requires that a holder (such as a Fund) of a zero coupon security accrue a
portion of the discount at which the security was purchased as income each year
even though the Fund receives no interest payment in cash on the security during
the year. Accordingly, a Fund may be required to pay out as an income
distribution each year an amount which is greater than the total amount of cash
interest the Fund actually received. Such distributions will be made from the
cash assets of a Fund or by liquidation of portfolio securities, if necessary. A
Fund may realize a gain or loss from such sales. In the event a Fund realize net
capital gains from such transactions, its stockholders may receive a larger
capital gain distribution, if any, than they would have received in the absence
of such transactions.
Foreign Taxes
Investment income received by a Fund from foreign government securities may be
subject to foreign income taxes, including taxes withheld at the source. The
United States has entered into tax treaties with many foreign countries which
entitles a Fund to a reduced rate of such taxes or exemption from taxes on such
income. It is impossible to determine the effective rate of foreign tax in
advance since the amount of a Fund's assets to be invested within various
countries is not known. To the extent that investment income of a Fund is
subject to foreign income taxes, the Fund will be entitled to claim a deduction
or credit for the amount of such taxes for United States federal income tax
purposes. However, any such taxes will reduce the income available for
distribution to a Fund's stockholders.
Other Taxation
The foregoing is a brief summary of the federal tax laws applicable to investors
in the Funds. Investors may also be subject to state and local taxes, although
distributions of a Fund that are derived from interest on certain obligations to
the U.S. Government and agencies thereof may be exempt from state and local
taxes in certain states.
PROXY VOTING
You may obtain a description of Global High Income's and Managed Dollar's proxy
voting policies and procedures, and information regarding how the Fund voted
proxies relating to portfolio securities during the most recent 12-month period
ended March 31, 2009 and September 30, 2008, respectively, without charge.
Simply visit the Adviser's web site at www.alliancebernstein.com, or go to the
Commission's web site at www.sec.gov, or call the Adviser at (800) 227-4618.
Each Fund files its complete schedule of portfolio holdings with the Commission
for the first and third quarters of each fiscal year on Form N-Q. Each Fund's
Forms N-Q is available on the Commission's web site at www.sec.gov. A Fund's
Forms N-Q may also be reviewed and copied at the Commission's Public Reference
Room in Washington, DC; information on the operation of the Public Reference
Room may be obtained by calling 1-202-551-8090.
LEGAL MATTERS
Certain legal matters concerning the Funds and their participation in the
Acquisition, the issuance of Global High Income shares in connection with the
Acquisition and the tax consequences of the Acquisition will be passed upon by
Seward & Kissel LLP, One Battery Park Plaza, New York, NY 10004, counsel to the
Funds.
EXPERTS
The audited financial information in the Prospectus/Proxy Statement and the SAI
has been included in reliance on the report of Ernst & Young LLP, the
independent registered public accounting firm for the Funds, 5 Times Square, New
York, NY 10036, given on its authority as experts in auditing and accounting.
-------------------------------------------------------------------------------
FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
The financial statements and Report of Independent Registered Public
Accounting Firm contained in the Annual Report for the twelve months ended March
31, 2008, of Global High Income, which report contains historical financial
information regarding the Fund, has been filed with the SEC and is incorporated
herein by reference. The Fund's Semi-Annual Report for the six-month period
ended September 30, 2008 is also incorporated herein by reference.
The financial statements and Report of Independent Registered Public
Accounting Firm contained in the Annual Report for the twelve months ended
September 30, 2008, of Managed Dollar, which report contains historical
financial information regarding the Fund, has been filed with the SEC and is
incorporated herein by reference.
The pro forma Global High Income financial statements give effect to
the Acquisition of the assets and liabilities of Managed Dollar by Global High
Income pursuant to the Agreement and Plan of Acquisition and Liquidation. The
Acquisition would be accomplished by a tax-free exchange of the assets and
liabilities of Managed Dollar for shares of Global High Income.
Global High Income was incorporated under the laws of the State of
Maryland on May 20, 1993. Global High Income's unaudited Pro Forma Portfolio of
Investments, Statement of Assets and Liabilities and Statement of Operations are
prepared as though the Acquisition was effective for the period October 1, 2007
- September 30, 2008. You should read them in conjunction with Global High
Income's historical financial statements, which are incorporated by reference.
Global High Income's Pro Forma Statement of Operations reflects the assumption
that certain expenses would be lower for the combined Fund as a result of the
Acquisition. Managed Dollar will bear the expenses of the Acquisition, including
the cost of proxy solicitation and the costs associated with the disposition of
any assets or liabilities not being transferred to Global High Income in
connection with the Acquisition. The following represents the pro forma
financial information:
PRO FORMA
ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC
FINANCIAL STATEMENTS
ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC.
ACM MANAGED DOLLAR INCOME FUND, INC.
September 30, 2008
(unaudited)
PORTFOLIO OF INVESTMENTS
PRO FORMA ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC. AllianceBernstein Global High Income Fund, Inc.
September 30, 2008 (unaudited) ACM Managed Dollar Income Fund
------------------------------------------------------------------------------------------------------------------------------------
ACM ACM Pro Forma Pro Form
Alliance- Alliance- Managed Managed Alliance- Alliance-
Bernstein Bernstein Dollar Dollar Bernstein Bernstein
Global High Global High Income Income Global High Global High
Income Fund Income Fund Fund Fund Income Fund Income Fund
Principal (U.S. $ Principal (U.S. Adjust- Principal (U.S. $
Amount (000) Value) Amount (000) $ Value) ments++ Amount (000) Value)
------------------------------------------------------------------------------------------------------------------------------------
CORPORATES - NON-
INVESTMENT GRADES - 35.9%
Industrial - 30.2%
Basic - 3.9%
Abitibi-Consolidated, Inc.
6.00%, 6/20/13 $ -0- $ -0- $ 5 $ 1,325 $ -0- $ 5 $ 1,325
AK Steel Corp.
7.75%, 6/15/12 (a) 1,300 1,248,000 -0- -0- -0- 1,300 1,248,000
Algoma Acquisition Corp.
9.875%, 6/15/15 (a)(b) 1,100 991,375 -0- -0- -0- 1,100 991,375
Arch Western Finance LLC
6.75%, 7/01/13 (a) 700 658,000 165 155,100 -0- 865 813,100
Basell AF SCA
8.375%, 8/15/15 (a)(b) 3,000 1,410,000 369 173,430 -0- 3,369 1,583,430
Bowater Canada Finance Corp.
7.95%, 11/15/11 (a) 1,635 752,100 355 163,300 -0- 1,990 915,400
Caraustar Industries, Inc.
7.375%, 6/01/09 (a) 750 622,500 -0- -0- -0- 750 622,500
Cascades, Inc.
7.25%, 2/15/13 (a) 1,300 1,014,000 -0- -0- -0- 1,300 1,014,000
Citigroup (JSC Severstal)
9.25%, 4/19/14 (a)(b) 2,256 1,714,560 224 170,240 -0- 2,480 1,884,800
Domtar Corp.
5.375%, 12/01/13 (a) 2,320 1,960,400 330 278,850 -0- 2,650 2,239,250
Evraz Group SA
8.25%, 11/10/15 (a)(b) 3,933 2,890,755 665 488,775 -0- 4,598 3,379,530
8.875%, 4/24/13 (a)(b) 483 367,080 115 87,400 -0- 598 454,480
Georgia Gulf Corp.
10.75%, 10/15/16 (a) 1,500 675,000 -0- -0- -0- 1,500 675,000
Georgia-Pacific Corp.
7.00%, 1/15/15 (b) -0- -0- 250 227,500 -0- 250 227,500
7.125%, 1/15/17 (a)(b) 800 714,000 -0- -0- -0- 800 714,000
8.875%, 5/15/31 (a) 450 391,500 -0- -0- -0- 450 391,500
Graphic Packaging
International Corp.
9.50%, 8/15/13 (a) 1,300 1,176,500 -0- -0- -0- 1,300 1,176,500
Hexion US Finance Corp./
Hexion Nova
Scotia Finance ULC
7.304%, 11/15/14 (a)(c) 1,650 1,188,000 115 82,800 -0- 1,765 1,270,800
9.75%, 11/15/14 -0- -0- 115 90,850 -0- 115 90,850
Huntsman International LLC
7.875%, 11/15/14 (a) 850 731,000 195 167,700 -0- 1,045 898,700
Ineos Group Holdings PLC
8.50%, 2/15/16 (a)(b) 2,100 1,134,000 385 207,900 -0- 2,485 1,341,900
Jefferson Smurfit Corp. US
8.25%, 10/01/12 (a) 1,300 1,085,500 8 6,680 -0- 1,308 1,092,180
MacDermid, Inc.
9.50%, 4/15/17 (a)(b) 800 672,000 -0- -0- -0- 800 672,000
Momentive Performance
Materials, Inc.
10.125%, 12/01/14 (a)(d) 750 577,500 80 61,600 -0- 830 639,100
11.50%, 12/01/16 (a) 750 510,000 -0- -0- -0- 750 510,000
NewMarket Corp.
7.125%, 12/15/16 (a) 870 835,200 80 76,800 -0- 950 912,000
NewPage Corp.
10.00%, 5/01/12 (a) 1,030 921,850 285 255,075 -0- 1,315 1,176,925
Novelis, Inc.
7.25%, 2/15/15 (a) 1,160 1,009,200 250 217,500 -0- 1,410 1,226,700
Peabody Energy Corp.
Series B
6.875%, 3/15/13 (a) 1,500 1,447,500 415 400,475 -0- 1,915 1,847,975
Quality Distribution LLC
9.00%, 11/15/10 (a) 1,721 722,820 -0- -0- -0- 1,721 722,820
Smurfit-Stone Container
Enterprises, Inc.
8.00%, 3/15/17 (a) 1,000 780,000 -0- -0- -0- 1,000 780,000
Steel Capital SA for OAO
Severstal
9.75%, 7/29/13 (a)(b) 5,042 4,134,440 696 570,720 -0- 5,738 4,705,160
Tronox Worldwide LLC/
Tronox Finance Corp.
9.50%, 12/01/12 (a) 1,250 412,500 -0- -0- -0- 1,250 412,500
Vedanta Resources PLC
8.75%, 1/15/14 (a)(b) 3,845 3,428,971 559 498,516 -0- 4,404 3,927,487
Verso Paper Holdings LLC/
Verso Paper,
Series B
11.375%, 8/01/16 (a) 800 648,000 -0- -0- -0- 800 648,000
-------------- ----------------------- ---------------
36,824,251 4,382,536 -0- 41,206,787
-------------- ----------------------- ---------------
Capital Goods - 2.7%
Alion Science and
Technology Corp.
10.25%, 2/01/15 (a) 1,300 819,000 40 25,200 -0- 1,340 844,200
Allied Waste North America, Inc.
6.375%, 4/15/11 -0- -0- 610 591,700 -0- 610 591,700
6.875%, 6/01/17 (a) 1,230 1,143,900 -0- -0- -0- 1,230 1,143,900
Series B
7.125%, 5/15/16 (a) 350 326,375 440 410,300 -0- 790 736,675
7.375%, 4/15/14 (a) 1,250 1,215,625 -0- -0- -0- 1,250 1,215,625
Associated Materials, Inc.
11.25%, 3/01/14 (a)(e) 1,650 1,064,250 235 151,575 -0- 1,885 1,215,825
Ball Corp.
6.875%, 12/15/12 -0- -0- 450 449,437 -0- 450 449,437
Berry Plastics Holding Corp.
8.875%, 9/15/14 (a) 700 546,000 155 120,900 -0- 855 666,900
10.25%, 3/01/16 (a) 800 528,000 -0- -0- -0- 800 528,000
Bombardier, Inc.
6.30%, 5/01/14 (a)(b) 1,655 1,539,150 505 469,650 -0- 2,160 2,008,800
8.00%, 11/15/14 (a)(b) 1,050 1,039,500 350 346,500 -0- 1,400 1,386,000
Case Corp.
7.25%, 1/15/16 (a) 1,565 1,416,325 370 334,850 -0- 1,935 1,751,175
Case New Holland, Inc.
7.125%, 3/01/14 (a) 1,985 1,806,350 270 245,700 -0- 2,255 2,052,050
Crown Americas
7.625%, 11/15/13 (a) 1,300 1,280,500 450 443,250 -0- 1,750 1,723,750
Grohe Holding GMBH
8.625%, 10/01/14 (a)(b) EUR 800 822,153 -0- -0- -0- 800 822,153
L-3 Communications Corp.
5.875%, 1/15/15 (a) US$ 800 724,000 420 380,100 -0- 1,220 1,104,100
Owens Brockway Glass
Container, Inc.
6.75%, 12/01/14 (a) 2,835 2,693,250 330 313,500 -0- 3,165 3,006,750
Owens Corning, Inc.
6.50%, 12/01/16 (a) 1,015 898,187 140 123,888 -0- 1,155 1,022,075
7.00%, 12/01/36 (a) 1,155 928,477 185 148,717 -0- 1,340 1,077,194
Plastipak Holdings, Inc.
8.50%, 12/15/15 (a)(b) 1,450 1,225,250 135 114,075 -0- 1,585 1,339,325
Russell-Stanley Holdings, Inc.
9.00%, 11/30/08 (f)(g)(h) -0- -0- 365 45,667 -0- 365 45,667
Sequa Corp.
11.75%, 12/01/15 (a)(b) 590 495,600 80 67,200 -0- 670 562,800
Terex Corp.
8.00%, 11/15/17 (a) 1,415 1,287,650 65 59,150 -0- 1,480 1,346,800
United Rentals North
America, Inc.
6.50%, 2/15/12 (a) 1,500 1,252,500 5 4,175 -0- 1,505 1,256,675
7.75%, 11/15/13 (a) 500 381,250 538 410,225 -0- 1,038 791,475
-------------- ----------------------- ---------------
23,433,292 5,255,759 -0- 28,689,051
-------------- ----------------------- ---------------
Communications - Media - 3.7%
Allbritton Communications Co.
7.75%, 12/15/12 (a) 1,450 1,239,750 275 235,125 -0- 1,725 1,474,875
AMC Entertainment, Inc.
11.00%, 2/01/16 (a) 1,015 999,775 70 68,950 -0- 1,085 1,068,725
American Media Operations, Inc.
8.875%, 1/15/11 (a) 1,250 862,500 -0- -0- -0- 1,250 862,500
Cablevision Systems Corp.
Series B
8.00%, 4/15/12 (a) 900 846,000 290 272,600 -0- 1,190 1,118,600
CanWest MediaWorks, Inc.
8.00%, 9/15/12 -0- -0- 2 1,670 -0- 2 1,670
CCH I LLC
11.00%, 10/01/15 (a) 615 405,900 225 148,500 -0- 840 554,400
CCH I Holdings LLC
11.75%, 5/15/14 (a)(i) 3,850 1,482,250 -0- -0- -0- 3,850 1,482,250
Charter Communications
Operations LLC
8.00%, 4/30/12(b) -0- -0- 990 886,050 -0- 990 886,050
Clear Channel Communica-
tions, Inc.
5.50%, 9/15/14 (a) 4,855 1,505,050 545 168,950 -0- 5,400 1,674,000
5.75%, 1/15/13 -0- -0- 290 129,050 -0- 290 129,050
CSC Holdings, Inc.
6.75%, 4/15/12 -0- -0- 325 297,781 -0- 325 297,781
7.625%, 7/15/18 (a) 2,000 1,740,000 485 421,950 -0- 2,485 2,161,950
Dex Media, Inc.
9.00%, 11/15/13 (a)(e) 1,250 575,000 -0- -0- -0- 1,250 575,000
Dex Media West LLC
Series B
8.50%, 8/15/10 -0- -0- 180 158,850 -0- 180 158,850
DirecTV Holdings LLC
6.375%, 6/15/15 (a) 2,200 1,936,000 605 532,400 -0- 2,805 2,468,400
Echostar DBS Corp.
6.375%, 10/01/11 -0- -0- 325 299,000 -0- 325 299,000
6.625%, 10/01/14 (a) 1,535 1,231,837 455 365,138 -0- 1,990 1,596,975
7.125%, 2/01/16 (a) 1,000 802,500 160 128,400 -0- 1,160 930,900
Hughes Network Systems
LLC/HNS
9.50%, 4/15/14 (a) 1,050 1,018,500 -0- -0- -0- 1,050 1,018,500
Idearc, Inc.
8.00%, 11/15/16 (a) 3,020 822,950 770 209,825 -0- 3,790 1,032,775
Intelsat Bermuda Ltd.
11.25%, 6/15/16 (a) 1,920 1,867,200 577 561,132 -0- 2,497 2,428,332
Lamar Media Corp.
6.625%, 8/15/15 (a) 1,350 1,117,125 200 165,500 -0- 1,550 1,282,625
Liberty Media Corp.
5.70%, 5/15/13 (a) 1,300 1,081,233 -0- -0- -0- 1,300 1,081,233
7.875%, 7/15/09 -0- -0- 120 120,373 120 120,373
8.25%, 2/01/30 (a) 350 236,173 150 101,217 -0- 500 337,390
LIN Television Corp.
6.50%, 5/15/13 (a) 1,330 1,037,400 120 93,600 -0- 1,450 1,131,000
Nielsen Finance LLC /
Nielsen Finance Co.
12.50%, 8/01/16 (a)(e) 740 481,000 75 48,750 -0- 815 529,750
Quebecor Media, Inc.
7.75%, 3/15/16 (a) 2,240 1,960,000 570 498,750 -0- 2,810 2,458,750
Rainbow National Services LLC
8.75%, 9/01/12 (a)(b) 500 500,000 -0- -0- -0- 500 500,000
10.375%, 9/01/14 (a)(b) 985 1,004,700 -0- -0- -0- 985 1,004,700
The Reader's Digest Associa-
tion, Inc.
9.00%, 2/15/17 (a) 1,000 565,000 -0- -0- -0- 1,000 565,000
RH Donnelley Corp.
8.875%, 10/15/17 (a) 2,230 758,200 780 265,200 -0- 3,010 1,023,400
Series A-1
6.875%, 1/15/13 (a) 500 195,000 -0- -0- -0- 500 195,000
Series A-2
6.875%, 1/15/13 -0- -0- 252 98,280 -0- 252 98,280
Series A-3
8.875%, 1/15/16 (a) 2,165 736,100 235 79,900 -0- 2,400 816,000
Shaw Communications, Inc.
7.20%, 12/15/11 (a) 200 197,000 -0- -0- -0- 200 197,000
Sinclair Television Group, Inc.
8.00%, 3/15/12 -0- -0- 2 1,930 -0- 2 1,930
Sirius Satellite Radio, Inc.
9.625%, 8/01/13 (a) 1,275 675,750 190 100,700 -0- 1,465 776,450
Six Flags Operations, Inc.
12.25%, 7/15/16 (a)(b) 707 646,905 37 33,855 -0- 744 680,760
Thomson
5.75%, 9/25/15 (a)(j) EUR 975 466,685 -0- -0- -0- 975 466,685
Univision Communications, Inc. US$
7.85%, 7/15/11 (a) 1,000 780,000 270 210,600 -0- 1,270 990,600
WDAC Subsidiary Corp.
8.375%, 12/01/14 (a)(b) 1,550 1,054,000 -0- -0- -0- 1,550 1,054,000
WMG Holdings Corp.
9.50%, 12/15/14 (a)(e) 2,700 1,485,000 400 220,000 -0- 3,100 1,705,000
-------------- ----------------------- ---------------
32,312,483 6,924,026 -0- 39,236,509
-------------- ----------------------- ---------------
Communications - Telecommunica-
tions - 3.4%
Alltel Corp.
7.875%, 7/01/32 (a) 1,950 1,935,375 285 282,862 -0- 2,235 2,218,237
American Tower Corp.
7.00%, 10/15/17 (a)(b) 685 654,175 100 95,500 -0- 785 749,675
7.125%, 10/15/12 (a) 1,350 1,329,750 -0- -0- -0- 1,350 1,329,750
Centennial Communications Corp.
10.00%, 1/01/13 (a) 955 914,413 -0- -0- -0- 955 914,413
Cincinnati Bell, Inc.
8.375%, 1/15/14 (a) 1,550 1,348,500 -0- -0- -0- 1,550 1,348,500
Cricket Communications, Inc.
9.375%, 11/01/14 (a) 2,015 1,873,950 260 241,800 -0- 2,275 2,115,750
Digicel Ltd.
9.25%, 9/01/12 (a)(b) 3,416 3,381,840 349 345,510 -0- 3,765 3,727,350
Fairpoint Communications, Inc.
13.125%, 4/01/18 (a)(b) 1,270 1,155,700 180 163,800 -0- 1,450 1,319,500
Frontier Communications Corp.
6.25%, 1/15/13 (a) 1,300 1,217,125 490 458,763 -0- 1,790 1,675,888
Gallery Capital SA
10.125%, 5/15/13 (a)(b) 2,567 2,092,105 -0- -0- -0- 2,567 2,092,105
Inmarsat Finance PLC
7.625%, 6/30/12 (a) 1,000 960,000 372 357,120 -0- 1,372 1,317,120
Level 3 Financing, Inc.
8.75%, 2/15/17 (a) 1,845 1,337,625 105 76,125 -0- 1,950 1,413,750
9.25%, 11/01/14 (a) 540 407,700 265 200,075 -0- 805 607,775
MetroPCS Wireless, Inc.
9.25%, 11/01/14 (a) 1,010 944,350 -0- -0- -0- 1,010 944,350
Nextel Communications, Inc.
Series D
7.375%, 8/01/15 (a) 2,180 1,438,800 260 171,600 -0- 2,440 1,610,400
Qwest Capital Funding, Inc.
7.25%, 2/15/11 (a) 1,900 1,776,500 -0- -0- -0- 1,900 1,776,500
Sprint Capital Corp.
6.875%, 11/15/28 (a) 3,000 2,010,000 345 231,150 -0- 3,345 2,241,150
8.75%, 3/15/32 -0- -0- 145 113,100 -0- 145 113,100
Terrestar Networks, Inc.
15.00%, 2/15/14 (a)(b)(d) 1,392 974,337 -0- -0- -0- 1,392 974,337
Time Warner Telecom
Holdings, Inc.
9.25%, 2/15/14 (a) 1,300 1,202,500 100 92,500 -0- 1,400 1,295,000
Vip Finance
8.375%, 4/30/13 (a)(b) 3,725 2,961,628 220 174,915 -0- 3,945 3,136,543
Windstream Corp.
8.125%, 8/01/13 (a) 1,450 1,377,500 198 188,100 -0- 1,648 1,565,600
8.625%, 8/01/16 (a) 950 876,375 231 213,097 -0- 1,181 1,089,472
-------------- ----------------------- ---------------
32,170,248 3,406,017 -0- 35,576,265
-------------- ----------------------- ---------------
Consumer Cyclical -
Automotive - 1.9%
Affinia Group, Inc.
9.00%, 11/30/14 (a) 945 699,300 -0- -0- -0- 945 699,300
Allison Transmission
11.00%, 11/01/15 (a)(b) 1,745 1,518,150 75 65,250 -0- 1,820 1,583,400
Cooper-Standard
Automotive , Inc.
7.00%, 12/15/12 (a) 1,445 1,163,225 -0- -0- -0- 1,445 1,163,225
Ford Motor Co.
7.45%, 7/16/31 (a) 2,250 967,500 816 350,880 -0- 3,066 1,318,380
Ford Motor Credit Co.
5.538%, 1/13/12 (a)(c) 500 319,872 630 403,039 -0- 1,130 722,911
7.00%, 10/01/13 (a) 3,700 2,273,861 443 272,249 -0- 4,143 2,546,110
Gallery Capital SA
10.125%, 5/15/13 (b) -0- -0- 249 203,291 -0- 249 203,291
General Motors Corp.
8.25%, 7/15/23 -0- -0- 740 290,450 -0- 740 290,450
8.375%, 7/15/33 (a) 3,920 1,568,000 720 288,000 -0- 4,640 1,856,000
The Goodyear Tire &
Rubber Co.
8.625%, 12/01/11 -0- -0- 59 58,410 -0- 59 58,410
9.00%, 7/01/15 (a) 1,500 1,485,000 338 334,620 -0- 1,838 1,819,620
Keystone Automotive
Operations, Inc.
9.75%, 11/01/13 (a) 2,200 1,166,000 310 164,300 -0- 2,510 1,330,300
Lear Corp.
Series B
5.75%, 8/01/14 (a) 865 581,713 210 141,225 -0- 1,075 722,938
8.50%, 12/01/13 (a) 600 440,250 80 58,700 -0- 680 498,950
8.75%, 12/01/16 (a) 1,505 1,045,975 420 291,900 -0- 1,925 1,337,875
Tenneco, Inc.
8.625%, 11/15/14 (a) 800 636,000 -0- -0- -0- 800 636,000
TRW Automotive, Inc.
7.25%, 3/15/17 (a)(b) 2,800 2,212,000 580 458,200 -0- 3,380 2,670,200
Visteon Corp.
7.00%, 3/10/14 (a) 1,800 729,000 385 155,925 -0- 2,185 884,925
8.25%, 8/01/10 (a) 250 207,500 -0- -0- -0- 250 207,500
-------------- ----------------------- ---------------
17,013,346 3,536,439 -0- 20,549,785
-------------- ----------------------- ---------------
Consumer Cyclical -
Other - 3.1%
Beazer Homes USA, Inc.
6.875%, 7/15/15 (a) 1,000 620,000 -0- -0- -0- 1,000 620,000
Boyd Gaming Corp.
7.75%, 12/15/12 (a) 1,300 1,144,000 155 136,400 -0- 1,455 1,280,400
Broder Brothers Co.
Series B
11.25%, 10/15/10 (a) 700 364,000 142 73,840 -0- 842 437,840
Chukchansi Economic Development
Authority
8.00%, 11/15/13 (a)(b) 500 400,000 -0- -0- -0- 500 400,000
DR Horton, Inc.
6.00%, 4/15/11 (a) 1,500 1,342,500 -0- -0- -0- 1,500 1,342,500
Gaylord Entertainment Co.
6.75%, 11/15/14 -0- -0- 5 4,200 -0- 5 4,200
8.00%, 11/15/13 (a) 1,300 1,131,000 350 304,500 -0- 1,650 1,435,500
Greektown Holdings LLC
10.75%, 12/01/13 (b)(h) 1,230 848,700 240 165,600 -0- 1,470 1,014,300
Harrah's Operating Co., Inc.
5.625%, 6/01/15 (a) 3,804 1,036,590 205 55,863 -0- 4,009 1,092,453
5.75%, 10/01/17 (a) 196 50,960 38 9,880 -0- 234 60,840
6.50%, 6/01/16 (a) 1,615 444,125 442 121,550 -0- 2,057 565,675
10.75%, 2/01/16 (a)(b) 1,000 510,000 417 212,670 -0- 1,417 722,670
Host Hotels & Resorts LP
6.875%, 11/01/14 (a) 950 821,750 185 160,025 -0- 1,135 981,775
Series O
6.375%, 3/15/15 (a) 1,500 1,218,750 -0- -0- -0- 1,500 1,218,750
Series Q
6.75%, 6/01/16 (a) 300 245,250 590 482,325 -0- 890 727,575
KB Home
5.875%, 1/15/15 (a) 305 242,475 -0- -0- -0- 305 242,475
Levi Strauss & Co.
8.875%, 4/01/16 (a) 1,300 1,040,000 225 180,000 -0- 1,525 1,220,000
Meritage Homes Corp.
6.25%, 3/15/15 (a) 750 555,000 -0- -0- -0- 750 555,000
MGM Mirage
6.625%, 7/15/15 (a) 3,000 2,085,000 620 430,900 -0- 3,620 2,515,900
7.625%, 1/15/17 (a) 2,500 1,800,000 -0- -0- -0- 2,500 1,800,000
8.375%, 2/01/11 -0- -0- 620 506,850 -0- 620 506,850
M/I Homes, Inc.
6.875%, 4/01/12 (a) 1,500 1,200,000 -0- -0- -0- 1,500 1,200,000
Mohegan Tribal Gaming Auth
6.375%, 7/15/09 -0- -0- 155 147,250 -0- 155 147,250
7.125%, 8/15/14 (a) 2,050 1,455,500 250 177,500 -0- 2,300 1,633,000
Penn National Gaming, Inc.
6.875%, 12/01/11 (a) 800 752,000 280 263,200 -0- 1,080 1,015,200
Pinnacle Entertainment, Inc.
7.50%, 6/15/15 (a) 1,000 740,000 -0- -0- -0- 1,000 740,000
Quicksilver, Inc.
6.875%, 4/15/15 (a) 1,350 931,500 -0- -0- -0- 1,350 931,500
Six Flags, Inc.
9.625%, 6/01/14 (a) 611 342,160 92 51,520 -0- 703 393,680
Standard Pacific Corp.
6.50%, 8/15/10 (a) 750 671,250 -0- -0- -0- 750 671,250
Station Casinos, Inc.
6.625%, 3/15/18 (a) 4,015 1,063,975 390 103,350 -0- 4,405 1,167,325
Tropicana Entertainment LLC
9.625%, 12/15/14 (h) 750 105,000 -0- -0- -0- 750 105,000
Trump Entertainment Resorts,
Inc.
8.50%, 6/01/15 (a) 775 317,750 210 86,100 -0- 985 403,850
Turning Stone Resort Casino
Enterprise
9.125%,
12/15/10-9/15/14 (a)(b) 900 843,000 300 285,000 -0- 1,200 1,128,000
Universal City Development
Partners
11.75%, 4/01/10 -0- -0- 225 217,406 -0- 225 217,406
Universal City Florida
Holding Co.
8.375%, 5/01/10 (a) 400 386,000 110 106,150 -0- 510 492,150
WCI Communities, Inc.
6.625%, 3/15/15 (h) 750 262,500 -0- -0- -0- 750 262,500
William Lyon Homes, Inc.
10.75%, 4/01/13 (a) 2,069 889,670 206 88,580 -0- 2,275 978,250
Wynn Las Vegas Capital Corp.
6.625%, 12/01/14 (a) 2,000 1,705,000 470 400,675 -0- 2,470 2,105,675
-------------- ----------------------- ---------------
27,565,405 4,771,334 -0- 32,336,739
-------------- ----------------------- ---------------
Consumer Cyclical -
Restaurants - 0.2%
OSI Restaurant Partners, Inc.
10.00%, 6/15/15 (a) 1,000 445,000 100 44,500 -0- 1,100 489,500
Sbarro, Inc.
10.375%, 2/01/15 (a) 1,500 1,027,500 -0- -0- -0- 1,500 1,027,500
-------------- ----------------------- ---------------
1,472,500 44,500 -0- 1,517,000
-------------- ----------------------- ---------------
Consumer Cyclical -
Retailers - 1.1%
Asbury Automotive Group, Inc.
8.00%, 3/15/14 (a) 925 649,813 -0- -0- -0- 925 649,813
Autonation, Inc.
4.791%, 4/15/13 (c) -0- -0- 55 46,338 -0- 55 46,338
The Bon-Ton Dept Stores, Inc.
10.25%, 3/15/14 (a) 1,650 495,000 -0- -0- -0- 1,650 495,000
Burlington Coat Factory
Warehouse Corp.
11.125%, 4/15/14 (a) 1,000 552,500 130 71,825 -0- 1,130 624,325
Couche-Tard, Inc.
7.50%, 12/15/13 (a) 1,375 1,265,000 333 306,360 -0- 1,708 1,571,360
Dollar General Corp.
10.625%, 7/15/15 (a) 1,015 999,775 70 68,950 -0- 1,085 1,068,725
Duane Reade, Inc.
9.75%, 8/01/11 (a) 870 730,800 -0- -0- -0- 870 730,800
GSC Holdings Corp.
8.00%, 10/01/12 (a) 1,200 1,206,000 185 185,925 -0- 1,385 1,391,925
Hines Nurseries, Inc.
10.25%, 10/01/11 (a) 1,000 562,500 -0- -0- -0- 1,000 562,500
Michaels Stores, Inc.
10.00%, 11/01/14 (a) 2,000 1,260,000 135 85,050 -0- 2,135 1,345,050
11.375%, 11/01/16 (a) 1,000 472,500 105 49,612 -0- 1,105 522,112
Neiman-Marcus Group, Inc.
9.00%, 10/15/15 (a)(d) 800 670,000 -0- -0- -0- 800 670,000
10.375%, 10/15/15 (a) 500 418,750 -0- -0- -0- 500 418,750
Rite Aid Corp.
6.875%, 8/15/13 (a) 515 231,750 200 90,000 -0- 715 321,750
Sally Holdings LLC
9.25%, 11/15/14 (a) 800 754,000 -0- -0- -0- 800 754,000
Toys R US, Inc.
7.375%, 10/15/18 (a) 1,300 845,000 -0- -0- -0- 1,300 845,000
-------------- ----------------------- ---------------
11,113,388 904,060 -0- 12,017,448
-------------- ----------------------- ---------------
Consumer Non-Cyclical - 3.8%
ACCO Brands Corp.
7.625%, 8/15/15 (a) 1,180 902,700 -0- -0- -0- 1,180 902,700
Aramark Corp.
8.50%, 2/01/15 (a) 1,625 1,527,500 310 291,400 -0- 1,935 1,818,900
Bausch & Lomb, Inc.
9.875%, 11/01/15 (a)(b) 925 878,750 65 61,750 -0- 990 940,500
Biomet, Inc.
11.625%, 10/15/17 (a) 1,600 1,608,000 125 125,625 -0- 1,725 1,733,625
Boston Scientific Corp.
6.00%, 6/15/11 (a) 500 472,500 -0- -0- -0- 500 472,500
Catalent Pharma Solutions, Inc.
9.50%, 4/15/15 (a) 710 550,250 120 93,000 -0- 830 643,250
Chaoda Modern Agriculture
Holdings Ltd.
7.75%, 2/08/10 (a)(b) 3,976 3,747,380 -0- -0- -0- 3,976 3,747,380
Community Health Systems, Inc.
8.875%, 7/15/15 (a) 1,615 1,534,250 294 279,300 -0- 1,909 1,813,550
DaVita, Inc.
7.25%, 3/15/15 (a) 1,000 950,000 250 237,500 -0- 1,250 1,187,500
Dean Foods Co.
7.00%, 6/01/16 (a) 1,175 1,022,250 125 108,750 -0- 1,300 1,131,000
Del Monte Corp.
6.75%, 2/15/15 (a) 1,000 900,000 -0- -0- -0- 1,000 900,000
Dole Food Co., Inc.
7.25%, 6/15/10 -0- -0- 5 4,400 -0- 5 4,400
8.625%, 5/01/09 -0- -0- 180 171,900 -0- 180 171,900
8.875%, 3/15/11 (a) 1,200 1,008,000 92 77,280 -0- 1,292 1,085,280
Elan Finance PLC/Elan Finance
Corp.
7.75%, 11/15/11 (a) 1,500 1,357,500 590 533,950 -0- 2,090 1,891,450
Hanger Orthopedic Group, Inc.
10.25%, 6/01/14 (a) 450 461,250 190 194,750 -0- 640 656,000
HCA, Inc.
6.25%, 2/15/13 -0- -0- 5 4,175 -0- 5 4,175
6.375%, 1/15/15 (a) 2,210 1,740,375 415 326,813 -0- 2,625 2,067,188
6.50%, 2/15/16 -0- -0- 290 229,825 -0- 290 229,825
6.75%, 7/15/13 -0- -0- 10 8,400 -0- 10 8,400
7.875%, 2/01/11 -0- -0- 415 400,475 -0- 415 400,475
9.25%, 11/15/16 (a) 1,850 1,799,125 -0- -0- -0- 1,850 1,799,125
9.625%, 11/15/16 (d) -0- -0- 485 460,750 -0- 485 460,750
Healthsouth Corp.
10.75%, 6/15/16 (a) 1,650 1,666,500 50 50,500 -0- 1,700 1,717,000
IASIS Healthcare Corp.
8.75%, 6/15/14 (a) 1,500 1,417,500 345 326,025 -0- 1,845 1,743,525
Invacare Corp.
9.75%, 2/15/15 (a) 1,000 1,000,000 -0- -0- -0- 1,000 1,000,000
Merisant Co.
9.50%, 7/15/13 (a) 1,000 580,000 -0- -0- -0- 1,000 580,000
Multiplan, Inc.
10.375%, 4/15/16 (a)(b) 500 490,000 -0- -0- -0- 500 490,000
New Albertsons, Inc.
7.45%, 8/01/29 (a) 2,200 1,956,744 255 226,804 -0- 2,455 2,183,548
Pinnacle Foods Finance LLC
10.625%, 4/01/17 (a) 1,000 750,000 -0- -0- -0- 1,000 750,000
Select Medical Corp.
7.625%, 2/01/15 (a) 1,400 1,134,000 165 133,650 -0- 1,565 1,267,650
Simmons Co.
10.00%, 12/15/14 (a)(e) 1,245 697,200 -0- -0- -0- 1,245 697,200
Stater Brothers Holdings
8.125%, 6/15/12 (a) 1,300 1,274,000 165 161,700 -0- 1,465 1,435,700
Sun Healthcare Group, Inc.
9.125%, 4/15/15 (a) 800 764,000 -0- -0- -0- 800 764,000
Tenet Healthcare Corp.
7.375%, 2/01/13 (a) 1,045 950,950 215 195,650 -0- 1,260 1,146,600
Universal Hospital Services,
Inc.
6.303%, 6/01/15 (a)(c) 500 440,000 -0- -0- -0- 500 440,000
Viant Holdings, Inc.
10.12%, 7/15/17 (a)(b) 633 512,730 168 136,080 -0- 801 648,810
Visant Corp.
7.625%, 10/01/12 (a) 1,000 917,500 210 192,675 -0- 1,210 1,110,175
Visant Holdings Corp.
8.75%, 12/01/13 (a) 500 458,750 -0- -0- -0- 500 458,750
-------------- ----------------------- ---------------
35,469,704 5,033,127 -0- 40,502,831
-------------- ----------------------- ---------------
Energy - 1.8%
Chaparral Energy, Inc.
8.875%, 2/01/17 (a) 1,250 987,500 -0- -0- -0- 1,250 987,500
Chesapeake Energy Corp.
6.375%, 6/15/15 (a) 1,800 1,606,500 -0- -0- -0- 1,800 1,606,500
6.50%, 8/15/17 (a) 425 371,875 405 354,375 -0- 830 726,250
7.50%, 9/15/13 -0- -0- 185 178,987 -0- 185 178,987
CIE Generale De Geophysique
7.50%, 5/15/15 (a) 580 553,900 145 138,475 -0- 725 692,375
7.75%, 5/15/17 -0- -0- 25 23,750 -0- 25 23,750
Complete Production Services,
Inc.
8.00%, 12/15/16 (a) 1,355 1,287,250 145 137,750 -0- 1,500 1,425,000
Energy XXI Gulf Coast, Inc.
10.00%, 6/15/13 (a) 560 420,000 115 86,250 -0- 675 506,250
Forest Oil Corp.
7.25%, 6/15/19 (a) 2,035 1,739,925 225 192,375 -0- 2,260 1,932,300
Helix Energy Solutions Group,
Inc.
9.50%, 1/15/16 (a)(b) 500 467,500 -0- -0- -0- 500 467,500
Hilcorp Energy I LP/Hilcorp
Finance Co.
7.75%, 11/01/15 (a)(b) 1,105 950,300 115 98,900 -0- 1,220 1,049,200
Key Energy Services, Inc.
8.375%, 12/01/14 (a)(b) 1,000 960,000 -0- -0- -0- 1,000 960,000
Newfield Exploration Co.
6.625%, 9/01/14 (a) 1,030 927,000 -0- -0- -0- 1,030 927,000
7.125%, 5/15/18 -0- -0- 160 139,200 -0- 160 139,200
OPTI Canada, Inc.
8.25%, 12/15/14 (a) 1,200 1,074,000 -0- -0- -0- 1,200 1,074,000
PetroHawk Energy Corp.
9.125%, 7/15/13 (a) 1,600 1,504,000 217 203,980 -0- 1,817 1,707,980
Pioneer Natural Resources Co.
5.875%, 7/15/16 -0- -0- 160 137,847 -0- 160 137,847
Plains Exploration &
Production Co.
7.75%, 6/15/15 (a) 1,090 1,002,800 160 147,200 -0- 1,250 1,150,000
Pride International, Inc.
7.375%, 7/15/14 (a) 655 625,525 95 90,725 -0- 750 716,250
Range Resources Corp.
7.50%, 5/15/16 (a) 500 477,500 265 253,075 -0- 765 730,575
Southwestern Energy Co.
7.50%, 2/01/18 (b) -0- -0- 95 92,150 -0- 95 92,150
Tesoro Corp.
6.25%, 11/01/12 -0- -0- 400 350,000 -0- 400 350,000
6.50%, 6/01/17 (a) 1,880 1,504,000 -0- -0- -0- 1,880 1,504,000
-------------- ----------------------- ---------------
16,459,575 2,625,039 -0- 19,084,614
-------------- ----------------------- ---------------
Other Industrial - 0.8%
Education Management LLC
10.25%, 6/01/16 (a) 1,050 840,000 -0- -0- -0- 1,050 840,000
Neenah Foundary Co.
9.50%, 1/01/17 (a) 800 608,000 -0- -0- -0- 800 608,000
Noble Group Ltd.
6.625%, 3/17/15 (a)(b) 4,731 3,461,767 -0- -0- -0- 4,731 3,461,767
8.50%, 5/30/13 (a)(b) 341 281,325 170 140,250 -0- 511 421,575
RBS Global, Inc. and
Rexnord Corp.
9.50%, 8/01/14 (a) 1,400 1,316,000 135 122,850 -0- 1,535 1,438,850
11.75%, 8/01/16 (a) 350 330,750 -0- -0- -0- 350 330,750
Sensus Metering Systems, Inc.
8.625%, 12/15/13 (a) 800 752,000 -0- -0- -0- 800 752,000
Trimas Corp.
9.875%, 6/15/12 (a) 1,250 1,059,375 -0- -0- -0- 1,250 1,059,375
-------------- ----------------------- ---------------
8,649,217 263,100 -0- 8,912,317
-------------- ----------------------- ---------------
Services - 0.8%
Expedia, Inc.
8.50%, 7/01/16 (a)(b) 1,840 1,656,000 75 67,500 -0- 1,915 1,723,500
Lottomatica SpA
8.25%, 3/31/66 (a)(b)(j) EUR 725 734,870 -0- -0- -0- 725 734,870
Noble Group Ltd.
6.625%, 3/17/15 (b) US$ -0- -0- 401 312,780 -0- 401 312,780
Realogy Corp.
10.50%, 4/15/14 (a) 1,335 587,400 275 121,000 -0- 1,610 708,400
12.375%, 4/15/15 (a) 500 170,000 -0- -0- -0- 500 170,000
Service Corp. International
6.75%, 4/01/16 (a) 1,485 1,269,675 165 141,075 -0- 1,650 1,410,750
Ticketmaster
10.75%, 8/01/16 (a)(b) 1,250 1,175,000 -0- -0- -0- 1,250 1,175,000
Travelport LLC
9.875%, 9/01/14 (a) 1,300 1,059,500 60 48,900 -0- 1,360 1,108,400
West Corp.
9.50%, 10/15/14 (a) 500 382,500 80 61,200 -0- 580 443,700
11.00%, 10/15/16 (a) 500 360,000 -0- -0- -0- 500 360,000
-------------- ----------------------- ---------------
7,394,945 752,455 -0- 8,147,400
-------------- ----------------------- ---------------
Technology - 2.3%
Amkor Technology, Inc.
9.25%, 6/01/16 (a) 1,995 1,675,800 405 340,200 -0- 2,400 2,016,000
Avago Technologies Finance
10.125%, 12/01/13 (a) 950 959,500 230 232,300 -0- 1,180 1,191,800
CA, Inc.
4.75%, 12/01/09 (a) 500 491,063 200 196,425 -0- 700 687,488
Celestica, Inc.
7.875%, 7/01/11 (a) 1,300 1,261,000 -0- -0- -0- 1,300 1,261,000
Ceridian Corp.
11.25%, 11/15/15 (a)(b) 1,000 825,000 -0- -0- -0- 1,000 825,000
First Data Corp.
9.875%, 9/24/15 (a)(b) 1,687 1,324,295 143 112,255 -0- 1,830 1,436,550
Flextronics International Ltd.
6.50%, 5/15/13 (a) 1,350 1,198,125 435 386,062 -0- 1,785 1,584,187
Freescale Semiconductor, Inc.
8.875%, 12/15/14 (a) 1,550 1,069,500 580 400,200 -0- 2,130 1,469,700
10.125%, 12/15/16 (a) 1,500 960,000 285 182,400 -0- 1,785 1,142,400
Iron Mountain, Inc.
6.625%, 1/01/16 (a) 1,350 1,269,000 410 385,400 -0- 1,760 1,654,400
Lucent Technologies, Inc.
6.50%, 1/15/28 (a) 1,850 1,128,500 -0- -0- -0- 1,850 1,128,500
Nortel Networks Ltd.
6.875%, 9/01/23 (a) 1,000 370,000 -0- -0- -0- 1,000 370,000
10.125%, 7/15/13 -0- 235 149,813 -0- 235 149,813
10.75%, 7/15/16 (a) 600 367,500 -0- -0- -0- 600 367,500
NXP BV / NXP Funding LLC
5.541%, 10/15/13 (a)(c) 500 330,000 170 112,200 -0- 670 442,200
9.50%, 10/15/15 (a) 750 386,250 180 92,700 -0- 930 478,950
Sanmina Corp.
8.125%, 3/01/16 (a) 2,050 1,742,500 -0- -0- -0- 2,050 1,742,500
Seagate Technology HDD Holding
6.375%, 10/01/11 (a) 1,600 1,572,000 298 292,785 -0- 1,898 1,864,785
Sensata Technologies BV
8.00%, 5/01/14 (a) 800 676,000 -0- -0- -0- 800 676,000
Serena Software, Inc.
10.375%, 3/15/16 (a) 200 176,000 270 237,600 -0- 470 413,600
Sungard Data Systems, Inc.
9.125%, 8/15/13 (a) 950 855,000 270 243,000 -0- 1,220 1,098,000
10.25%, 8/15/15 (a) 300 260,250 -0- -0- -0- 300 260,250
Telcordia Technologies, Inc.
10.00%, 3/15/13 (a)(b) 900 724,500 -0- -0- -0- 900 724,500
Unisys Corp.
8.00%, 10/15/12 (a) 1,250 1,012,500 -0- -0- -0- 1,250 1,012,500
-------------- ----------------------- ---------------
20,634,283 3,363,340 -0- 23,997,623
-------------- ----------------------- ---------------
Transportation - Airlines - 0.1%
AMR Corp.
9.00%, 8/01/12 (a) 830 539,500 242 157,300 -0- 1,072 696,800
Continental Airlines, Inc.
8.75%, 12/01/11 -0- -0- 260 185,900 -0- 260 185,900
Series RJO3
7.875%, 7/02/18 (a) 710 461,669 75 48,475 -0- 785 510,144
-------------- ----------------------- ---------------
1,001,169 391,675 -0- 1,392,844
-------------- ----------------------- ---------------
Transportation - Railroads - 0.1%
Trinity Industries, Inc.
6.50%, 3/15/14 (a) 1,400 1,319,500 160 150,800 -0- 1,560 1,470,300
-------------- ----------------------- ---------------
Transportation - Services - 0.5%
Avis Budget Car Rental
7.75%, 5/15/16 (a) 2,500 1,562,500 255 159,375 -0- 2,755 1,721,875
Hertz Corp.
8.875%, 1/01/14 (a) 1,750 1,509,375 305 263,063 -0- 2,055 1,772,438
10.50%, 1/01/16 (a) 1,050 876,750 235 196,225 -0- 1,285 1,072,975
US Shipping Partners LP Shipping
Finance Corp.
13.00%, 8/15/14 (a) 800 336,000 -0- -0- -0- 800 336,000
-------------- ----------------------- ---------------
4,284,625 618,663 -0- 4,903,288
-------------- ----------------------- ---------------
277,117,931 42,422,870 -0- 319,540,801
-------------- ----------------------- ---------------
Utility - 2.7%
Electric - 2.2%
The AES Corp.
7.75%, 3/01/14 (a) 2,200 2,046,000 630 585,900 -0- 2,830 2,631,900
8.00%, 10/15/17 (a) 800 722,000 90 81,225 -0- 890 803,225
8.75%, 5/15/13 (b) -0- -0- 50 50,250 -0- 50 50,250
CMS Energy Corp.
8.50%, 4/15/11 -0- -0- 215 219,986 -0- 215 219,986
Dynegy Holdings, Inc.
7.75%, 6/01/19 (a) 1,900 1,520,000 320 256,000 -0- 2,220 1,776,000
8.375%, 5/01/16 (a) 1,460 1,270,200 425 369,750 -0- 1,885 1,639,950
Edison Mission Energy
7.00%, 5/15/17 (a) 1,925 1,732,500 200 180,000 -0- 2,125 1,912,500
7.50%, 6/15/13 (a) 700 672,000 500 480,000 -0- 1,200 1,152,000
7.75%, 6/15/16 (a) 700 658,000 170 159,800 -0- 870 817,800
Energy Future Holdings Corp.
10.875%, 11/01/17 (a)(b) 975 879,937 175 157,937 -0- 1,150 1,037,874
Mirant Americas Generation LLC
8.50%, 10/01/21 (a) 1,770 1,371,750 300 232,500 -0- 2,070 1,604,250
NRG Energy, Inc.
7.25%, 2/01/14 -0- -0- 85 78,838 -0- 85 78,838
7.375%, 2/01/16 - 1/15/17 (a) 2,690 2,435,900 925 836,950 -0- 3,615 3,272,850
PSEG Energy Holdings LLC
8.50%, 6/15/11 (a) 400 404,923 -0- -0- -0- 400 404,923
Reliant Energy, Inc.
7.625%, 6/15/14 (a) 2,190 1,642,500 185 138,750 -0- 2,375 1,781,250
7.875%, 6/15/17 (a) 855 632,700 225 166,500 -0- 1,080 799,200
Texas Competitive Electric
Holdings Co. LLC
10.25%, 11/01/15 (a)(b) 1,000 902,500 130 117,325 -0- 1,130 1,019,825
TXU Corp.
Series P
5.55%, 11/15/14 (a) 1,550 1,156,698 251 187,311 -0- 1,801 1,344,009
Series Q
6.50%, 11/15/24 (a) 1,550 987,159 379 241,376 -0- 1,929 1,228,535
-------------- ----------------------- ---------------
19,034,767 4,540,398 -0- 23,575,165
-------------- ----------------------- ---------------
Natural Gas - 0.5%
El Paso Corp.
7.375%, 12/15/12 (a) 1,000 961,579 330 317,321 -0- 1,330 1,278,900
Enterprise Products Operating LP
8.375%, 8/01/66 (a)(j) 1,545 1,432,169 460 426,407 -0- 2,005 1,858,576
Kinder Morgan Finance Co.
5.70%, 1/05/16 (a) 835 741,062 75 64,500 -0- 910 805,562
Regency Energy Partners
8.375%, 12/15/13 (a) 933 839,700 98 88,200 -0- 1,031 927,900
-------------- ----------------------- ---------------
3,974,510 896,428 -0- 4,870,938
-------------- ----------------------- ---------------
23,009,277 5,436,826 -0- 28,446,103
-------------- ----------------------- ---------------
Financial Institutions - 1.9%
Banking - 0.8%
ALB Finance BV
9.25%, 9/25/13 (a)(b) 2,985 1,552,200 273 141,960 -0- 3,258 1,694,160
CenterCredit International BV
8.625%, 1/30/14 (a)(b) 1,210 847,000 194 135,800 -0- 1,404 982,800
Kazkommerts International BV
8.50%, 4/16/13 (a)(b) 3,000 1,935,000 350 206,556 -0- 3,350 2,141,556
RS Finance (RSB)
7.50%, 10/07/10 (a)(b) 5,345 3,625,520 270 183,600 -0- 5,615 3,809,120
-------------- ----------------------- ---------------
7,959,720 667,916 -0- 8,627,636
-------------- ----------------------- ---------------
Brokerage - 0.1%
E*Trade Financial Corp.
7.375%, 9/15/13 (a) 405 330,075 85 69,275 -0- 490 399,350
Lehman Brothers Holdings, Inc.
Series MTN
6.875%, 5/02/18 (h) 1,690 211,250 -0- -0- -0- 1,690 211,250
-------------- ----------------------- ---------------
541,325 69,275 -0- 610,600
-------------- ----------------------- ---------------
Finance - 0.4%
Chaoda Modern Agriculture
7.75%, 2/08/10 (b) -0- -0- 519 518,834 -0- 519 518,834
General Motors Acceptance Corp.
6.75%, 12/01/14 (a) 2,795 1,072,760 200 76,763 -0- 2,995 1,149,523
6.875%, 9/15/11 (a) 500 223,093 765 341,333 -0- 1,265 564,426
8.00%, 11/01/31 (a) 820 309,367 260 98,092 -0- 1,080 407,459
Mobile Satellite Ventures LP
14.00%, 4/01/13 (a)(b)(e) 1,000 550,000 -0- -0- -0- 1,000 550,000
Residential Capital LLC
9.625%, 5/15/15 (a)(b) 3,640 873,600 572 137,280 -0- 4,212 1,010,880
-------------- ----------------------- ---------------
3,028,820 1,172,302 -0- 4,201,122
-------------- ----------------------- ---------------
Insurance - 0.3%
Crum & Forster Holdings Corp.
7.75%, 5/01/17 (a) 500 435,000 220 191,400 -0- 720 626,400
Fairfax Financial Holdings Ltd.
7.75%, 6/15/17 (a) 1,250 1,137,500 -0- -0- -0- 1,250 1,137,500
Liberty Mutual Group, Inc.
7.80%, 3/15/37 (a)(b) 495 298,974 95 57,379 -0- 590 356,353
Vanguard Health Holding Co.
11.25%, 10/01/15 (a)(e) 1,650 1,427,250 -0- -0- -0- 1,650 1,427,250
-------------- ----------------------- ---------------
3,298,724 248,779 -0- 3,547,503
-------------- ----------------------- ---------------
Other Finance - 0.1%
iPayment, Inc.
9.75%, 5/15/14 (a) 750 600,000 -0- -0- -0- 750 600,000
Trains HY-1-2006
7.117%, 5/01/16 (a)(b)(j) -0- -0- 393 364,449 -0- 393 364,449
-------------- ----------------------- ---------------
600,000 364,449 -0- 964,449
-------------- ----------------------- ---------------
REITS - 0.2%
Icahn Enterprises LP / Icahn
Enterprises Finance Corp.
7.125%, 2/15/13 (a) 2,185 1,671,525 315 240,975 -0- 2,500 1,912,500
-------------- ----------------------- ---------------
17,100,114 2,763,696 -0- 19,863,810
-------------- ----------------------- ---------------
Credit Default Index
Holdings - 1.1%
DJ CDX.NA.HY-100 - 1.1%
CDX North America High Yield
Series 8-T1
7.625%, 6/29/12 (a)(b) 9,800 9,089,500 1,078 999,845 -0- 10,878 10,089,345
Dow Jones CDX HY
Series 4-T1
8.25%, 6/29/10 (b) -0- -0- 935 945,485 -0- 935 945,485
-------------- ----------------------- ---------------
9,089,500 1,945,330 -0- 11,034,830
-------------- ----------------------- ---------------
Total Corporates - Non-
Investment Grades
(cost $474,653,124) 326,316,822 52,568,722 -0- 378,885,544
-------------- ----------------------- ---------------
EMERGING MARKETS -
SOVEREIGNS - 21.6%
Non Corporate Sectors - 21.6%
Sovereign - 21.6%
Argentina - 2.1%
Republic of Argentina
3.127%, 8/03/12 (a)(c) 9,750 7,028,592 944 680,217 -0- 10,694 7,708,809
7.00%, 10/03/15 (a) 11,600 6,658,400 -0- -0- -0- 11,600 6,658,400
7.82%, 12/31/33 (a) EUR 8,463 5,599,938 -0- -0- -0- 8,463 5,599,938
8.28%, 12/31/33 (k) US$ 3,406 1,945,539 1,090 622,487 -0- 4,496 2,568,026
Series $GDP
1.318%, 12/15/35 (a)(j) 3 230 -0- -0- -0- 3 230
-------------- ----------------------- ---------------
21,232,699 1,302,704 -0- 22,535,403
-------------- ----------------------- ---------------
Colombia - 1.1%
Republic of Colombia
7.375%, 1/27/17 - 9/18/37 (a) 9,099 9,108,099 1,011 1,030,937 -0- 10,110 10,139,036
11.75%, 2/25/20 -0- -0- 1,028 1,421,210 -0- 1,028 1,421,210
-------------- ----------------------- ---------------
9,108,099 2,452,147 -0- 11,560,246
-------------- ----------------------- ---------------
Costa Rica - 0.0%
Republic of Costa Rica
8.11%, 2/01/12 (b) -0- -0- 188 201,630 -0- 188 201,630
-------------- ----------------------- ---------------
Dominican Republic - 0.6%
Dominican Republic
8.625%, 4/20/27 (a)(b) 4,015 3,613,500 370 321,900 -0- 4,385 3,935,400
Dominican Republic STP
Zero Coupon, 7/23/09 (a)(b) DOP 3,150 2,619,686 -0- -0- -0- 3,150 2,619,686
-------------- ----------------------- ---------------
6,233,186 321,900 -0- 6,555,086
-------------- ----------------------- ---------------
Ecuador - 1.1%
Republic of Ecuador
9.375%, 12/15/15 (a)(b) US$ 5,698 4,786,320 943 792,120 -0- 6,641 5,578,440
10.00%, 8/15/30 (a)(b)(i) 7,393 5,322,960 1,087 782,640 -0- 8,480 6,105,600
-------------- ----------------------- ---------------
10,109,280 1,574,760 -0- 11,684,040
-------------- ----------------------- ---------------
El Salvador - 0.7%
Republic of El Salvador
7.625%, 9/21/34 (a)(b) 2,642 2,615,580 150 150,000 -0- 2,792 2,765,580
7.65%, 6/15/35 (a)(b) 3,469 3,399,620 355 347,900 -0- 3,824 3,747,520
8.50%, 7/25/11(b) -0- -0- 400 420,000 -0- 400 420,000
-------------- ----------------------- ---------------
6,015,200 917,900 -0- 6,933,100
-------------- ----------------------- ---------------
Indonesia - 2.3%
Republic of Indonesia
6.625%, 2/17/37 (a)(b) 3,650 2,906,313 520 414,050 -0- 4,170 3,320,363
6.75%, 3/10/14 (a)(b) 8,135 7,809,600 945 883,575 -0- 9,080 8,693,175
6.875%, 3/09/17 - 1/17/18(a)(b) 4,706 4,202,217 835 746,535 -0- 5,541 4,948,752
7.25%, 4/20/15 (b) -0- -0- 976 949,160 -0- 976 949,160
7.50%, 1/15/16 (b) -0- -0- 270 264,600 -0- 270 264,600
7.75%, 1/17/38 (a)(b) 2,662 2,395,800 387 348,300 -0- 3,049 2,744,100
8.50%, 10/12/35 (a)(b) 3,568 3,434,200 390 375,375 -0- 3,958 3,809,575
-------------- ----------------------- ---------------
20,748,130 3,981,595 -0- 24,729,725
-------------- ----------------------- ---------------
Jamaica - 0.4%
Government of Jamaica
9.25%, 10/17/25 -0- -0- 100 102,000 -0- 100 102,000
10.625%, 6/20/17 (a) 2,988 3,316,680 270 299,700 -0- 3,258 3,616,380
-------------- ----------------------- ---------------
3,316,680 401,700 -0- 3,718,380
-------------- ----------------------- ---------------
Lebanon - 0.5%
Lebanese Republic
7.875%, 5/20/11 (a)(b) 2,805 2,797,987 325 324,187 -0- 3,130 3,122,174
11.625%, 5/11/16 (a)(b) 1,262 1,451,300 146 167,900 -0- 1,408 1,619,200
-------------- ----------------------- ---------------
4,249,287 492,087 -0- 4,741,374
-------------- ----------------------- ---------------
Pakistan - 0.1%
Republic of Pakistan
6.875%, 6/01/17 (a)(b) 2,404 1,141,900 338 160,550 -0- 2,742 1,302,450
-------------- ----------------------- ---------------
Panama - 2.4%
Republic of Panama
6.70%, 1/26/36 (a) 3,139 2,966,355 3 2,835 -0- 3,142 2,969,190
7.125%, 1/29/26 -0- -0- 927 950,175 -0- 927 950,175
7.25%, 3/15/15 -0- -0- 1,321 1,370,537 -0- 1,321 1,370,537
8.875%, 9/30/27 (a) 10,586 12,650,270 724 865,180 -0- 11,310 13,515,450
9.375%, 4/01/29 (a) 4,621 5,730,040 661 819,640 -0- 5,282 6,549,680
-------------- ----------------------- ---------------
21,346,665 4,008,367 -0- 25,355,032
-------------- ----------------------- ---------------
Philippines - 4.5%
Republic of Philippines
7.50%, 9/25/24 -0- -0- 1,059 1,111,950 -0- 1,059 1,111,950
7.75%, 1/14/31 (a) 6,700 7,035,000 555 582,750 -0- 7,255 7,617,750
8.25%, 1/15/14 (a) 13,445 14,453,375 -0- -0- -0- 13,445 14,453,375
8.875%, 3/17/15 -0- -0- 1,500 1,672,500 -0- 1,500 1,672,500
9.50%, 2/02/30 (a) 2,125 2,635,000 -0- -0- -0- 2,125 2,635,000
9.875%, 1/15/19 (a) 14,521 17,770,800 1,718 2,102,489 -0- 16,239 19,873,289
10.625%, 3/16/25 -0- -0- 205 272,906 -0- 205 272,906
-------------- ----------------------- ---------------
41,894,175 5,742,595 -0- 47,636,770
-------------- ----------------------- ---------------
Turkey - 1.2%
Republic of Turkey
6.875%, 3/17/36 (a) 5,000 4,400,000 1,611 1,417,680 -0- 6,611 5,817,680
7.00%, 6/05/20 -0- -0- 1,950 1,830,563 -0- 1,950 1,830,563
7.375%, 2/05/25 -0- -0- 1,523 1,462,080 -0- 1,523 1,462,080
9.50%, 1/15/14 -0- -0- 151 166,296 -0- 151 166,296
11.00%, 1/14/13 -0- -0- 1,469 1,685,677 -0- 1,469 1,685,677
11.50%, 1/23/12 -0- -0- 1,447 1,642,345 -0- 1,447 1,642,345
-------------- ----------------------- ---------------
4,400,000 8,204,641 -0- 12,604,641
-------------- ----------------------- ---------------
Ukraine - 0.4%
Government of Ukraine
6.385%, 6/26/12 (a)(b) 2,500 2,075,000 110 91,300 -0- 2,610 2,166,300
7.65%, 6/11/13 (a)(b) 2,441 2,099,260 112 96,320 -0- 2,553 2,195,580
-------------- ----------------------- ---------------
4,174,260 187,620 -0- 4,361,880
-------------- ----------------------- ---------------
Uruguay - 1.1%
Republic of Uruguay
7.625%, 3/21/36 (a) 1,700 1,606,500 140 132,300 -0- 1,840 1,738,800
7.875%, 1/15/33 (a)(d) 4,950 4,912,395 1,083 1,074,925 -0- 6,033 5,987,320
8.00%, 11/18/22 (a) 3,354 3,353,577 -0- -0- -0- 3,354 3,353,577
9.25%, 5/17/17 -0- -0- 505 568,756 -0- 505 568,756
-------------- ----------------------- ---------------
9,872,472 1,775,981 -0- 11,648,453
-------------- ----------------------- ---------------
Venezuela - 3.1%
Republic of Venezuela
3.791%, 4/20/11(b)(c) -0- -0- 120 96,600 -0- 120 96,600
5.75%, 2/26/16 (a) 5,824 3,785,275 2,115 1,416,715 -0- 7,939 5,201,990
6.00%, 12/09/20 (a) 10,535 6,004,665 358 200,480 -0- 10,893 6,205,145
7.00%, 12/01/18 (a)(b) 16,282 11,010,703 610 404,125 -0- 16,892 11,414,828
7.65%, 4/21/25 6,667 4,050,203 1,942 1,179,765 -0- 8,609 5,229,968
8.50%, 10/08/14 (a) 2,793 2,199,488 1,165 917,438 -0- 3,958 3,116,926
9.25%, 9/15/27 -0- -0- 1,123 837,758 -0- 1,123 837,758
9.375%, 1/13/34 -0- -0- 318 221,010 -0- 318 221,010
-------------- ----------------------- ---------------
27,050,334 5,273,891 -0- 32,324,225
-------------- ----------------------- ---------------
Total Emerging Markets -
Sovereigns
(cost $252,666,516) 190,892,367 37,000,068 -0- 227,892,435
-------------- ----------------------- ---------------
CORPORATES - INVESTMENT
GRADES - 9.0%
Industrial - 4.4%
Basic - 1.9%
Freeport-McMoRan Copper &
Gold, Inc.
8.375%, 4/01/17 (a) 1,580 1,556,300 405 398,925 -0- 1,985 1,955,225
GTL Trade Finance, Inc.
7.25%, 10/20/17 (a)(b) 1,157 1,109,320 181 173,541 -0- 1,338 1,282,861
JPMorgan Chase
7.00%, 6/28/17 (a)(b) RUB 168,000 4,077,576 -0- -0- -0- 168,000 4,077,576
The Mosaic Co.
7.625%, 12/01/16 (a)(b)(i) US$ 1,435 1,466,177 445 454,668 -0- 1,880 1,920,845
Southern Copper Corp.
7.50%, 7/27/35 (a) 3,000 2,773,665 300 277,366 -0- 3,300 3,051,031
United States Steel Corp.
6.65%, 6/01/37 (a) 1,000 743,708 -0- -0- -0- 1,000 743,708
7.00%, 2/01/18 (a) 1,000 902,760 160 144,442 -0- 1,160 1,047,202
Vale Overseas Ltd.
6.875%, 11/21/36 (a) 5,552 4,941,874 404 359,603 -0- 5,956 5,301,477
Weyerhaeuser Co.
7.375%, 3/15/32 -0- -0- 125 109,607 -0- 125 109,607
-------------- ----------------------- ---------------
17,571,380 1,918,152 -0- 19,489,532
-------------- ----------------------- ---------------
Capital Goods - 0.1%
Masco Corp.
6.125%, 10/03/16 (a) 1,155 1,003,558 170 147,710 -0- 1,325 1,151,268
-------------- ----------------------- ---------------
Communications - Telecommunica-
tions - 0.4%
Embarq Corp.
6.738%, 6/01/13 -0- -0- 220 193,912 -0- 220 193,912
7.082%, 6/01/16 (a) 1,750 1,418,270 -0- -0- -0- 1,750 1,418,270
Qwest Corp.
6.50%, 6/01/17 (a) 610 488,000 -0- -0- -0- 610 488,000
6.875%, 9/15/33 (a) 1,000 672,500 -0- -0- -0- 1,000 672,500
8.875%, 3/15/12 -0- -0- 1,360 1,332,800 -0- 1,360 1,332,800
-------------- ----------------------- ---------------
2,578,770 1,526,712 -0- 4,105,482
-------------- ----------------------- ---------------
Consumer Cyclical - Other - 0.2%
Starwood Hotels & Resorts
Worldwide, Inc.
6.25%, 2/15/13 -0- -0- 180 169,655 -0- 180 169,655
7.375%, 11/15/15 (a) 1,000 944,507 -0- -0- -0- 1,000 944,507
Toll Brothers Finance Corp.
5.15%, 5/15/15 (a) 1,500 1,268,573 249 210,583 -0- 1,749 1,479,156
-------------- ----------------------- ---------------
2,213,080 380,238 -0- 2,593,318
-------------- ----------------------- ---------------
Consumer Cyclical -
Retailers - 0.3%
JC Penney Corp., Inc.
7.40%, 4/01/37 (a) 1,000 836,683 -0- -0- -0- 1,000 836,683
Limited Brands, Inc.
5.25%, 11/01/14 (a) 873 730,755 187 156,531 -0- 1,060 887,286
6.90%, 7/15/17 (a) 320 269,769 110 92,733 -0- 430 362,502
Macys Retail Holdings, Inc.
5.75%, 7/15/14 (a) 1,115 967,462 -0- -0- -0- 1,115 967,462
5.90%, 12/01/16 -0- -0- 175 144,260 -0- 175 144,260
-------------- ----------------------- ---------------
2,804,669 393,524 -0- 3,198,193
-------------- ----------------------- ---------------
Consumer Non-Cyclical - 0.4%
Cadbury Schweppes US Finance LLC
5.125%, 10/01/13 (b) -0- -0- 180 172,689 -0- 180 172,689
Coventry Health Care, Inc.
5.95%, 3/15/17 (a) 1,000 833,559 -0- -0- -0- 1,000 833,559
Reynolds American, Inc.
7.25%, 6/01/12 - 6/01/13 -0- -0- 825 847,326 -0- 825 847,326
Ventas Realty LP/Ventas Capital
Corp.
6.75%, 4/01/17 (a) 1,750 1,653,750 157 148,365 -0- 1,907 1,802,115
-------------- ----------------------- ---------------
2,487,309 1,168,380 -0- 3,655,689
-------------- ----------------------- ---------------
Energy - 0.8%
Gaz Capital SA
6.212%, 11/22/16 (a)(b) 2,814 2,225,199 100 74,451 -0- 2,914 2,299,650
6.51%, 3/07/22 (a)(b) 4,690 3,376,800 1,998 1,438,560 -0- 6,688 4,815,360
National Oilwell Varco, Inc.
Series B
6.125%, 8/15/15 -0- -0- 130 126,869 -0- 130 126,869
TNK-BP Finance SA
7.50%, 7/18/16 2,101 1,502,215 -0- 2,101 1,502,215
-------------- ----------------------- ---------------
7,104,214 1,639,880 -0- 8,744,094
-------------- ----------------------- ---------------
Other Industrial - 0.2%
Usiminas Commercial Ltd.
7.25%, 1/18/18 (a)(b) 2,219 2,156,788 209 203,140 -0- 2,428 2,359,928
-------------- ----------------------- ---------------
Technology - 0.1%
Electronic Data Systems Corp.
Series B
6.00%, 8/01/13 -0- -0- 178 181,486 -0- 178 181,486
Motorola, Inc.
6.50%, 9/01/25 (a) 1,250 958,955 -0- -0- -0- 1,250 958,955
7.50%, 5/15/25 -0- -0- 170 144,996 -0- 170 144,996
-------------- ----------------------- ---------------
958,955 326,482 -0- 1,285,437
-------------- ----------------------- ---------------
38,878,723 7,704,218 -0- 46,582,941
-------------- ----------------------- ---------------
Financial Institutions - 2.5%
Banking - 0.8%
ATF Bank
9.00%, 5/11/16 (a)(b) 2,735 1,804,772 402 265,272 -0- 3,137 2,070,044
The Bear Stearns Co., Inc.
5.55%, 1/22/17 (a) 1,090 936,027 200 171,748 -0- 1,290 1,107,775
Fifth Third Bancorp
6.25%, 5/01/13 -0- -0- 200 169,979 -0- 200 169,979
TransCapitalInvest Ltd. for
OJSC AK Transneft
7.70%, 8/07/13 (a)(b) 4,867 4,448,511 534 488,084 -0- 5,401 4,936,595
-------------- ----------------------- ---------------
7,189,310 1,095,083 -0- 8,284,393
-------------- ----------------------- ---------------
Brokerage - 0.0%
Merrill Lynch & Co., Inc.
5.70%, 5/02/17 -0- -0- 200 163,703 -0- 200 163,703
-------------- ----------------------- ---------------
Finance - 1.5%
Capital One Financial Corp.
6.15%, 9/01/16 -0- -0- 80 60,038 -0- 80 60,038
6.75%, 9/15/17 (a) 1,287 1,132,942 87 76,586 -0- 1,374 1,209,528
CIT Group, Inc.
5.40%, 1/30/16 (a) 1,000 484,001 -0- -0- -0- 1,000 484,001
Series MTN
5.125%, 9/30/14 -0- -0- 270 133,152 -0- 270 133,152
Countrywide Financial Corp.
6.25%, 5/15/16 (a) 1,180 840,068 216 153,775 -0- 1,396 993,843
Series MTN
5.80%, 6/07/12 -0- -0- 47 39,704 -0- 47 39,704
Countrywide Home Loans, Inc.
Series MTNL
4.00%, 3/22/11 -0- -0- 3 2,581 -0- 3 2,581
IIRSA Norte Finance Ltd.
8.75%, 5/30/24 (a)(b) 2,486 2,560,721 432 444,912 -0- 2,918 3,005,633
iStar Financial, Inc.
5.15%, 3/01/12 (a) 1,000 500,000 265 132,500 -0- 1,265 632,500
8.625%, 6/01/13 (a) 700 364,000 -0- -0- -0- 700 364,000
Series 1
5.875%, 3/15/16 (a) 1,250 612,500 -0- -0- -0- 1,250 612,500
Morgan Stanley
10.09%, 5/03/17 (a)(b) BRL 5,760 1,755,636 -0- -0- -0- 5,760 1,755,636
SLM Corp.
Series MTN
5.125%, 8/27/12 (a) US$ 1,215 789,750 130 84,500 -0- 1,345 874,250
Series MTNA
4.50%, 7/26/10 (a) 465 353,400 130 98,800 -0- 595 452,200
5.375%, 5/15/14 (a) 1,000 620,000 -0- -0- -0- 1,000 620,000
VTB Capital SA
6.609%, 10/31/12 (a)(b) 2,300 1,840,000 410 328,000 -0- 2,710 2,168,000
6.875%, 5/29/18 (a)(b) 2,915 2,240,906 -0- -0- -0- 2,915 2,240,906
-------------- ----------------------- ---------------
14,093,924 1,554,548 -0- 15,648,472
-------------- ----------------------- ---------------
Insurance - 0.1%
Liberty Mutual Group, Inc.
5.75%, 3/15/14 (a)(b) 600 535,972 280 250,120 -0- 880 786,092
-------------- ----------------------- ---------------
Other Finance - 0.1%
Aiful Corp.
6.00%, 12/12/11 (a)(b) 552 429,583 230 178,993 -0- 782 608,576
Red Arrow Intl Leasing PLC
8.375%, 6/30/12 (a) RUB 16,113 565,135 -0- -0- -0- 16,113 565,135
-------------- ----------------------- ---------------
994,718 178,993 -0- 1,173,711
-------------- ----------------------- ---------------
22,813,924 3,242,447 -0- 26,056,371
-------------- ----------------------- ---------------
Non-Corporate Sectors - 1.3%
Agencies - Not Government
Guaranteed - 1.0%
Gaz Capital SA
6.51%, 3/07/22 (a)(b) 13,838 9,877,564 -0- -0- -0- 13,838 9,877,564
Gazstream SA
5.625%, 7/22/13 (a)(b) 1,178 1,110,494 -0- -0- -0- 1,178 1,110,494
-------------- ----------------------- ---------------
10,988,058 - -0- 10,988,058
-------------- ----------------------- ---------------
Foreign Local Government -
Municipal - 0.3%
TNK-BP Finance SA
7.50%, 7/18/16 (a)(b) 3,676 2,573,200 575 402,500 -0- 4,251 2,975,700
-------------- ----------------------- ---------------
13,561,258 402,500 -0- 13,963,758
-------------- ----------------------- ---------------
Utility - 0.8%
Electric - 0.4%
Allegheny Energy Supply Co. LLC
7.80%, 3/15/11 US$ -0- -0- 280 278,600 -0- 280 278,600
8.25%, 4/15/12 (a)(b) 1,650 1,666,500 345 348,450 -0- 1,995 2,014,950
Aquila, Inc.
11.875%, 7/01/12 (a) 1,350 1,493,540 200 221,265 -0- 1,550 1,714,805
Oncor Electric Delivery Co.
5.95%, 9/01/13 (b) -0- -0- 110 101,708 -0- 110 101,708
6.80%, 9/01/18 (b) -0- -0- 120 106,688 -0- 120 106,688
Teco Finance, Inc.
6.572%, 11/01/17 -0- -0- 174 157,904 -0- 174 157,904
7.00%, 5/01/12 -0- -0- 251 255,123 -0- 251 255,123
-------------- ----------------------- ---------------
3,160,040 1,469,738 -0- 4,629,778
-------------- ----------------------- ---------------
Natural Gas - 0.4%
Enterprise Products Operating LP
Series B
6.65%, 10/15/34 (a) 1,000 852,147 -0- -0- -0- 1,000 852,147
Williams Co., Inc.
7.625%, 7/15/19 (a) 2,805 2,762,925 570 561,450 -0- 3,375 3,324,375
-------------- ----------------------- ---------------
3,615,072 561,450 -0- 4,176,522
-------------- ----------------------- ---------------
6,775,112 2,031,188 -0- 8,806,300
-------------- ----------------------- ---------------
Total Corporates - Investment
Grades
(cost $114,252,814) 82,029,017 13,380,353 -0- 95,409,370
-------------- ----------------------- ---------------
GOVERNMENTS - SOVEREIGN
BONDS - 6.9%
Brazil - 4.1%
Republic of Brazil
6.00%, 1/17/17 -0- -0- 471 454,515 -0- 471 454,515
7.125%, 1/20/37 (k) 27,055 27,799,013 5,272 5,416,980 -0- 32,327 33,215,993
8.25%, 1/20/34 -0- -0- 1,949 2,207,243 -0- 1,949 2,207,243
8.75%, 2/04/25 -0- -0- 515 605,125 -0- 515 605,125
8.875%, 10/14/19 (a) 4,000 4,690,000 1,544 1,810,340 -0- 5,544 6,500,340
-------------- ----------------------- ---------------
32,489,013 10,494,203 -0- 42,983,216
-------------- ----------------------- ---------------
Malaysia - 0.1%
Malaysia
7.50%, 7/15/11 -0- -0- 541 579,539 -0- 541 579,539
-------------- ----------------------- ---------------
Mexico - 0.3%
United Mexican States
Series A
8.00%, 9/24/22 -0- -0- 2,906 3,370,960 -0- 2,906 3,370,960
-------------- ----------------------- ---------------
Peru - 1.2%
Republic of Peru
7.35%, 7/21/25 (a) 3,665 3,646,675 1,310 1,303,450 -0- 4,975 4,950,125
8.375%, 5/03/16 -0- -0- 451 480,315 -0- 451 480,315
8.75%, 11/21/33 (a) 5,308 6,316,520 1,049 1,248,310 -0- 6,357 7,564,830
-------------- ----------------------- ---------------
9,963,195 3,032,075 -0- 12,995,270
-------------- ----------------------- ---------------
Russia - 0.9%
Russian Federation
7.50%, 3/31/30 (b) 4,410 4,432,050 4,352 4,455,544 -0- 8,762 8,887,594
11.00%, 7/24/18(b) -0- -0- 435 591,600 -0- 435 591,600
-------------- ----------------------- ---------------
4,432,050 5,047,144 -0- 9,479,194
-------------- ----------------------- ---------------
South Africa - 0.3%
Republic of South Africa
7.375%, 4/25/12 (a) 2,901 2,973,525 142 145,372 -0- 3,043 3,118,897
-------------- ----------------------- ---------------
Total Governments - Sovereign Bonds
(cost $68,950,659) 49,857,783 22,669,293 - 72,527,076
-------------- ----------------------- ---------------
GOVERNMENT-TREASURIES- 6.7%
Brazil-2.3%
Republic of Brazil
10.25%, 1/10/28 BRL 4,079 1,899,739 -0- -0- -0- 4,079 1,899,739
12.50%, 1/05/16 - 1/05/22 (a) 41,666 22,631,428 -0- -0- -0- 41,666 22,631,428
-------------- ----------------------- ---------------
24,531,167 -0- -0- 24,531,167
-------------- ----------------------- ---------------
Colombia-0.6%
Republic of Colombia
11.75%, 3/01/10 (a) COP 2,820,000 1,315,631 -0- -0- -0- 2,820,000 1,315,631
12.00%, 10/22/15 (a) 11,268,000 5,417,422 -0- -0- -0- 11,268,000 5,417,422
-------------- ----------------------- ---------------
6,733,053 -0- -0- 6,733,053
-------------- ----------------------- ---------------
Mexico-3.0%
Mexican Bonos
Series M 30
10.00%, 11/20/36 (a) MXN 68,680 7,268,217 -0- -0- -0- 68,680 7,268,217
Series MI10
9.00%, 12/20/12 (a) 256,518 23,982,952 -0- -0- -0- 256,518 23,982,952
-------------- ----------------------- ---------------
31,251,169 -0- -0- 31,251,169
-------------- ----------------------- ---------------
Peru-0.7%
Peru Bono Soberano
7.84%, 8/12/20 (a) PEN 2,280 724,501 -0- -0- -0- 2,280 724,501
8.20%, 8/12/26 (a) 19,679 6,349,405 -0- -0- -0- 19,679 6,349,405
-------------- ----------------------- ---------------
7,073,906 -0- -0- 7,073,906
-------------- ----------------------- ---------------
United States-0.1%
U.S. Treasury Notes
4.50%, 5/15/17 (a) US$ 1,500 1,580,742 -0- -0- -0- 1,500 1,580,742
-------------- ----------------------- ---------------
Total Government Treasuries
(cost $74,440,299) 71,170,037 -0- -0- 71,170,037
-------------- ----------------------- ---------------
COMMERCIAL MORTGAGE- BACKED
SECURITIES - 3.0%
Credit Suisse Mortgage Capital
Certificates
Series 2006-C4, Class A3
5.467%, 9/15/39 (a) 5,615 4,935,518 -0- -0- -0- 5,615 4,935,518
Series 2006-C4, Class AM
5.509%, 9/15/39 (a) 5,900 4,719,908 -0- -0- -0- 5,900 4,719,908
JP Morgan Chase Commercial
Mortgage Securities
Series 2006-CB15, Class AM
5.855%, 6/12/43 (a) 670 554,443 -0- -0- -0- 670 554,443
JP Morgan Chase Commercial
Mortgage Securities Corp.
Series 2007-C1, Class A4
5.716%, 2/15/51 (a) 3,000 2,506,792 -0- -0- -0- 3,000 2,506,792
Merrill Lynch Countrywide
Commercial Mortgage Trust
Series 2006-4, Class AM
5.204%, 12/12/49 (a) 8,050 6,297,127 -0- -0- -0- 8,050 6,297,127
Morgan Stanley Capital
Series 2006-IQ12, Class A4
5.332%, 12/15/43 (a) 7,900 6,852,122 -0- -0- -0- 7,900 6,852,122
Morgan Stanley Capital I
Series 2006-IQ12, Class AM
5.37%, 12/15/43 (a) 7,700 6,060,170 -0- -0- -0- 7,700 6,060,170
-------------- ----------------------- ---------------
Total Commercial Mortgage-Backed
Securities (cost $34,814,831) 31,926,080 -0- -0- 31,926,080
-------------- ----------------------- ---------------
EMERGING MARKETS -
TREASURIES - 2.8%
Non-Corporate Sectors - 2.8%
Sovereign - 2.8%
Republic of Colombia
9.85%, 6/28/27 (a) COP 3,624,000 1,511,301 -0- -0- -0- 3,624,000 1,511,301
Turkey Government Bond
Zero Coupon, 11/26/08 (a) TRY 29,527 22,667,991 -0- -0- -0- 29,527 22,667,991
16.00%, 3/07/12 (a) 7,238 5,305,206 -0- -0- -0- 7,238 5,305,206
-------------- ----------------------- ---------------
Total Emerging Markets -
Treasuries (cost $28,962,377) 29,484,498 -0- -0- 29,484,498
-------------- ----------------------- ---------------
BANK LOANS - 2.6%
Industrials - 2.1%
Basic - 0.3%
Celanese US Holdings LLC
4.28%, 4/02/14 (j) 995 909,565 -0- -0- -0- 995 909,565
Graphic Packaging Holding Co.
2.79%-3.76%, 5/16/14 (j) 1,232 1,102,094 -0- -0- -0- 1,232 1,102,094
Hexion Specialty
5.06%, 5/06/13 (j) 817 613,026 -0- -0- -0- 817 613,026
6.06%, 5/06/13 (j) 177 132,827 -0- -0- -0- 177 132,827
-------------- ----------------------- ---------------
2,757,512 -0- -0- 2,757,512
-------------- ----------------------- ---------------
Capital Goods - 0.1%
Graham Packaging
4.75%-6.06%, 10/07/11 (j) 992 888,237 -0- -0- -0- 992 888,237
-------------- ----------------------- ---------------
Communications - Media - 0.5%
Charter Communications
Operating LLC
4.80%, 3/06/14 (j) 995 790,736 -0- -0- -0- 995 790,736
CSC Holdings, Inc. (Cablevision)
4.57%, 3/29/13 (j) 1,240 1,116,412 -0- -0- -0- 1,240 1,116,412
IDEARC, Inc. (Verizon)
5.71%-5.77%, 11/17/14 (j) 1,489 873,338 -0- -0- -0- 1,489 873,338
Thomson Learning
6.20%, 7/03/14 (j) 1,241 1,006,661 -0- -0- -0- 1,241 1,006,661
Univision Communications, Inc.
7.85%, 7/15/11 (j) 1,250 795,838 -0- -0- -0- 1,250 795,838
Wide Open West Finance LLC
5.30%-6.27%, 6/30/14 (j) 1,000 750,000 -0- -0- -0- 1,000 750,000
-------------- ----------------------- ---------------
5,332,985 -0- -0- 5,332,985
-------------- ----------------------- ---------------
Communications - Telecommunica-
tions - 0.2%
Alltel Corp.
5.32%, 5/15/15 (j) 1,489 1,437,629 -0- -0- -0- 1,489 1,437,629
Charter Communications
Operating LLC
8.77%, 3/06/14 (j) 1,244 1,175,966 -0- -0- -0- 1,244 1,175,966
-------------- ----------------------- ---------------
2,613,595 -0- -0- 2,613,595
-------------- ----------------------- ---------------
Consumer Cyclical -
Automotive - 0.1%
Ford Motor Co.
5.49%, 12/16/13 (j)(c) 1,241 819,035 -0- -0- -0- 1,241 819,035
-------------- ----------------------- ---------------
Consumer Cyclical - Other - 0.2%
Harrah's Operating Co., Inc.
5.80%-6.76%, 1/28/15 (j) 1,493 1,219,029 -0- -0- -0- 1,493 1,219,029
West Corp.
8.50%, 10/24/13 (c ) 1,247 1,197,000 -0- -0- -0- 1,247 1,197,000
-------------- ----------------------- ---------------
2,416,029 -0- -0- 2,416,029
-------------- ----------------------- ---------------
Consumer Non-Cyclical - 0.3%
Aramark Corp.
2.44%, 1/27/14 (j) 45 39,011 -0- -0- -0- 45 39,011
5.64%, 1/27/14 (j) 705 614,052 -0- -0- -0- 705 614,052
Carestream Health, Inc.
4.80%-5.76%, 4/30/13 (j) 949 816,566 -0- -0- -0- 949 816,566
HCA, Inc.
6.01%, 11/18/13 (j) 1,737 1,537,781 -0- -0- -0- 1,737 1,537,781
Wrigley Jr Company
6.625%, 12/01/14 (a) 300 294,207 -0- -0- -0- 300 294,207
--------------- ----------------------- ---------------
3,301,617 -0- -0- 3,301,617
-------------- ----------------------- ---------------
Energy - 0.1%
Ashmore Energy International
3.66%, 3/30/12 (j) 118 103,477 -0- -0- -0- 118 103,477
6.76%, 3/30/14 (j) 853 746,216 -0- -0- -0- 853 746,216
-------------- ----------------------- ---------------
849,693 -0- -0- 849,693
-------------- ----------------------- ---------------
Services - 0.1%
Chrysler Financial Services
Americas LLC
6.82%, 8/03/12 (j) 746 505,467 -0- -0- -0- 746 505,467
Sabre, Inc.
4.80%-5.71%, 9/30/14 (j) 1,250 848,212 -0- -0- -0- 1,250 848,212
-------------- ----------------------- ---------------
1,353,679 -0- -0- 1,353,679
-------------- ----------------------- ---------------
Technology - 0.2%
Asurion Corp.
5.49%-5.80%, 7/03/14 (j) 1,000 871,500 -0- -0- -0- 1,000 871,500
Freescale Semiconductor, Inc.
4.24%, 11/29/13 (j) 1,244 1,010,022 -0- -0- -0- 1,244 1,010,022
Sungard Data Systems, Inc.
4.55%, 2/28/14 (j) 744 646,165 -0- -0- -0- 744 646,165
-------------- ----------------------- ---------------
2,527,687 -0- -0- 2,527,687
-------------- ----------------------- ---------------
22,860,069 -0- -0- 22,860,069
-------------- ----------------------- ---------------
Financial Institutions - 0.2%
Finance - 0.1%
First Data Corp.
5.95%-6.51%, 9/24/14 (j) 1,489 1,269,761 -0- -0- -0- 1,489 1,269,761
-------------- ----------------------- ---------------
REITS - 0.1%
Landsource Communities
8.50%, 6/01/09(d) 1,127 631,330 -0- -0- -0- 1,127 631,330
-------------- ----------------------- ---------------
1,901,091 -0- -0- 1,901,091
-------------- ----------------------- ---------------
Utility - 0.3%
Electric - 0.3%
FirstLight Power Resources, Inc.
3.66%, 11/01/13 (j) 55 51,787 -0- -0- -0- 55 51,787
5.75%, 11/01/13 (j) 425 401,928 -0- -0- -0- 425 401,928
7.71%, 5/01/14 (j) 1,000 940,000 -0- -0- -0- 1,000 940,000
Northeast Biofuels LLC
Zero Coupon, 6/28/13 (d)(l) 20 9,953 -0- -0- -0- 20 9,953
Zero Coupon, 6/28/13 (l) 480 240,047 -0- -0- -0- 480 240,047
TXU Corp.
5.99%-7.26%, 10/10/14 (j) 1,741 1,463,171 -0- -0- -0- 1,741 1,463,171
-------------- ----------------------- ---------------
3,106,886 -0- -0- 3,106,886
-------------- ----------------------- ---------------
Total Bank Loans
(cost $30,323,138) 27,868,046 -0- -0- 27,868,046
-------------- ----------------------- ---------------
QUASI-SOVEREIGNS - 2.5%
Quasi-Sovereign Bonds - 2.5%
Malaysia - 0.0%
Petronas Capital Ltd.
7.00%, 5/22/12 (b) -0- -0- 364 395,672 -0- 364 395,672
-------------- ----------------------- ---------------
Mexico - 0.4%
Pemex Project Funding Master
Trust
5.75%, 3/01/18 (a)(b) 4,028 3,811,696 285 269,695 -0- 4,313 4,081,391
-------------- ----------------------- ---------------
Netherlands - 0.2%
Majapahit Holding BV
7.75%, 10/17/16 (a)(b) 2,165 1,920,942 -0- -0- -0- 2,165 1,920,942
-------------- ----------------------- ---------------
Russia - 1.2%
RSHB Capital SA for OJSC
Russian Agricultural Bank
6.299%, 5/15/17 (a)(b) 3,881 2,712,043 163 113,904 -0- 4,044 2,825,947
7.125%, 1/14/14 (a)(b) 4,824 3,991,860 1,065 881,288 -0- 5,889 4,873,148
7.75%, 5/29/18 (a)(b) 6,645 5,037,907 368 278,999 -0- 7,013 5,316,906
-------------- ----------------------- ---------------
11,741,810 1,274,191 -0- 13,016,001
-------------- ----------------------- ---------------
Venezuela - 0.7%
Petroleos de Venezuela SA
5.25%, 4/12/17 (a)(b) 11,695 6,315,300 1,062 573,480 -0- 12,757 6,888,780
-------------- ----------------------- ---------------
Total Quasi-Sovereigns
(cost $30,069,130) 23,789,748 2,513,038 -0- 26,302,786
-------------- ----------------------- ---------------
EMERGING MARKETS - CORPORATE
BONDS - 0.9%
Industrial - 0.1%
Consumer Cyclical - Other - 0.0%
Royal Caribbean Cruises Ltd.
8.00%, 5/15/10 -0- -0- 235 231,475 -0- 235 231,475
-------------- ----------------------- ---------------
Consumer Non-Cyclical - 0.1%
Foodcorp Ltd.
8.875%, 6/15/12 (a)(b) EUR 1,000 886,912 -0- -0- -0- 1,000 886,912
-------------- ----------------------- ---------------
Technology - 0.0%
MagnaChip Semiconductor SA
8.00%, 12/15/14 (a) 1,300 152,750 -0- -0- -0- 1,300 152,750
-------------- ----------------------- ---------------
1,039,662 231,475 -0- 1,271,137
-------------- ----------------------- ---------------
Financial Institutions - 0.3%
Banking - 0.3%
Banco BMG SA
9.15%, 1/15/16 (a)(b) 3,300 2,937,000 450 400,500 -0- 3,750 3,337,500
-------------- ----------------------- ---------------
Utility - 0.3%
Electric - 0.0%
AES El Salvador Trust
6.75%, 2/01/16(b) -0- -0- 270 258,293 -0- 270 258,293
-------------- ----------------------- ---------------
Other Utilities - 0.3%
MMG Fiduc (AES El Salvador)
6.75%, 2/01/16 (a)(b) 3,100 2,584,058 -0- -0- -0- 3,100 2,584,058
-------------- ----------------------- ---------------
2,584,058 258,293 -0- 2,842,351
-------------- ----------------------- ---------------
Non Corporate Sectors - 0.2%
Sovereign - 0.2%
Russia - 0.2%
Alfa Bond Issuance PLC
8.625%, 12/09/15 (a)(j) 2,360 1,950,021 225 185,913 -0- 2,585 2,135,934
-------------- ----------------------- ---------------
Total Emerging Markets -
Corporate Bonds
(cost $11,833,335) 8,510,741 1,076,181 -0- 9,586,922
-------------- ----------------------- ---------------
GOVERNMENTS - SOVEREIGN
AGENCIES - 0.7%
Governments - Sovereign
Agencies - 0.7%
Indonesia- 0.1%
Majapahit Holding BV
7.875%, 6/29/37 (a)(b) 699 517,260 -0- -0- -0- 699 517,260
-------------- ----------------------- ---------------
Kazakhstan - 0.6%
KazMunaiGaz Finance Sub BV
8.375%, 7/02/13 (a)(b) 6,973 5,996,780 710 610,600 -0- 7,683 6,607,380
-------------- ----------------------- ---------------
Total Governments - Sovereign
Agencies cost $8,227,843) 6,514,040 610,600 -0- 7,124,640
-------------- ----------------------- ---------------
ASSET-BACKED SECURITIES - 0.6%
Home Equity Loans - Floating
Rate - 0.6%
Countrywide Asset-Backed
Certificates
Series 2006-S5, Class A1
3.317%, 6/25/35 (a)(c) 216 203,639 -0- -0- -0- 216 203,639
Series 2007-S2, Class A1
3.347%, 5/25/37 (a)(c) 3,696 3,088,289 -0- -0- -0- 3,696 3,088,289
GMAC Mortgage Corp. Loan Trust
Series 2006-HE5, Class 2A1
3.277%, 2/25/37 (a)(c) 3,596 3,285,620 -0- -0- -0- 3,596 3,285,620
-------------- ----------------------- ---------------
Total Asset-Backed Securities
(cost $6,602,067) 6,577,548 -0- -0- 6,577,548
-------------- ----------------------- ---------------
INFLATION-LINKED SECURITIES-0.4%
Uruguay - 0.4%
Republic of Uruguay
3.70%, 6/26/37 (a) UYU 81,481 2,733,521 -0- -0- -0- 81,481 2,733,521
Uruguay Government International
Bond
4.25%, 4/05/27 (a) 44,574 1,757,138 -0- -0- -0- 44,574 1,757,138
-------------- ----------------------- ---------------
Total Inflation-Linked Securities
(cost $5,250,546) 4,490,659 -0- -0- 4,490,659
-------------- ----------------------- ---------------
WARRANTS - 0.2%
Central Bank of Nigeria, expiring
11/15/20 (m) 10,750 2,343,500 -0- -0- -0- 10,750 2,343,500
Republic of Venezuela,
expiring 4/15/20 (m) 45,599 -0- 7,140 -0- -0- 52,739 -0-
-------------- ----------------------- ---------------
Total Warrants (cost $0) 2,343,500 -0- -0- 2,343,500
-------------- ----------------------- ---------------
LOCAL GOVERNMENTS - REGIONAL
BONDS - 0.1%
Colombia - 0.1%
Bogota Distrio Capital
9.75%, 7/26/28 (a)(b)
(cost $1,346,187) COP 2,871,000 1,078,076 -0- -0- -0- 2,871,000 1,078,076
-------------- ----------------------- ---------------
PREFERRED STOCKS - 0.0%
Financial Institutions - 0.0%
REITS - 0.0%
Sovereign REIT
12.00% (b) -0- -0- 185 140,600 -0- 185 140,600
-------------- ----------------------- ---------------
Non Corporate Sectors - 0.0%
Agencies - Government
Sponsored - 0.0%
Federal National Mortgage
Association
8.25% (a)(j) US$ 70,450 153,581 9,550 20,819 -0- 80,000 174,400
-------------- ----------------------- ---------------
Total Preferred Stocks
(cost $2,168,350) 153,581 161,419 -0- 315,000
-------------- ----------------------- ---------------
EMERGING MARKETS - NON INVEST-
MENT GRADE - 0.0%
Non-Corporate Sectors - 0.0%
Sovereign - 0.0%
Costa Rica- 0.0%
Republic of Costa Rica
8.05%, 1/31/13
(cost $191,617) -0- -0- 181 192,765 -0- 181 192,765
-------------- ----------------------- ---------------
SHORT-TERM INVESTMENTS - 7.7%
Agency Discount Notes - 6.1%
Federal Home Loan Bank Discount
Notes
Zero Coupon, 10/10/08 9,000 8,998,875 -0- -0- -0- 9,000 8,998,875
Zero Coupon, 10/14/08 6,000 5,998,914 -0- -0- -0- 6,000 5,998,914
Zero Coupon, 10/15/08 24,000 23,995,344 -0- -0- -0- 24,000 23,995,344
Zero Coupon, 10/17/08 7,000 6,998,446 -0- -0- -0- 7,000 6,998,446
Zero Coupon, 11/12/08 18,000 17,959,050 -0- -0- -0- 18,000 17,959,050
-------------- ----------------------- ---------------
63,950,629 -0- -0- 63,950,629
-------------- ----------------------- ---------------
Investment Companies - 0.3%
AllianceBernstein Fixed-Income
Shares, Inc. - Government
STIF Portfolio (n) -0- -0- 2,852,389 2,852,389 -0- 2,852,389 2,852,389
-------------- ----------------------- ---------------
Time Deposit - 1.3%
The Bank of New York Mellon
1.00%, 10/01/08 14,040 14,040,000 -0- -0- -0- 14,040 14,040,000
-------------- ----------------------- ---------------
Total Short-Term Investments
(cost $80,807,663) 77,990,629 2,852,389 -0- 80,843,018
-------------- ----------------------- ---------------
Total Investments - 101.6%
(cost $1,225,560,496) 940,993,172 133,024,828 1,074,018,000
Other assets less liabilities -
(1.6)% (13,821,526) (3,575,719) (175,000)(O) (17,572,245)
-------------- ----------------------- ---------------
Net Assets - 100.0% 927,171,646 129,449,109 (175,000) 1,056,445,755
-------------- ----------------------- ---------------
CREDIT DEFAULT SWAP CONTRACTS
Pro-Forma Pro Forma
Alliance- ACM Alliance- Alliance- ACM Alliance-
Bernstein Managed Bernstein Bernstein Managed Bernstein
Global High Dollar Income Global High Global High Dollar Global High
Income Fund Fund Income Fund Income Fund Income Fund Income Fund
Swap Counterparty Notional Notional Notional Unrealized Unrealized Unrealized
& Referenced Amount Amount Amount Interest Termination Appreciation/ Appreciation/ Appreciation/
Obligation (000) (000) (000) Rate Date (Depreciation) (Depreciation) (Depreciation)
------------------ -------------- -------------- ------------- -------- -------- ------------- -------------- -------------
Citigroup Global
Markets, Inc.
(Federal
Republic of Brazil
12.25% 3/6/30) $ 21,380 $ -0- $ 21,380 3.09% 8/20/10 $ 877,435 $ -0- $ $877,435
Citigroup Global
Markets, Inc.
(Republic of
Philippines 10.625%
3/16/25) 4,590 510 5,100 4.95 3/20/09 93,565 10,396 103,961
JPMorgan Chase (OAO
Gazprom 10.50%
10/21/09) 12,210 1,490 13,700 1.04 10/20/10 (558,146) (68,111) (626,257)
JPMorgan Chase Bank
(Petroleos De
Venezuela 6.62%
5/20/09) 9,570 -0- 9,570 6.62 5/20/09 158,796 -0- 158,796
JP Morgan Chase
Petroleos De
Venezuela SA 5.50%,
4/12/37 -0- 1,730 1,730 6.62 5/20/09 -0- 28,706 28,706
FORWARD CURRENCY EXCHANGE CONTRACTS
Pro-Forma ACM Pro-Forma ACM
Alliance- ACM Alliance- Managed Alliance- Alliance- Managed
Bernstein Managed Bernstein Alliance- Dollar Bernstein Bernstein Dollar
Global High Dollar Global High Bernstein Income Global High Global High Income
Income Fund Income Fund Income Fund Global High Fund US Income Fund Income Fund Fund US $
Contract Contract Contract Income Fund $ Value on US $ Value on US $ Value at Value at
Amount Amount Amount US $ Value Origination Origination September 30, September 30,
(000) (000) (000) on Origination Date Date 2008 2008
---------- ----------- ----------- --------------- ----------- ------------ ------------- -------------
Sale Contracts:
Euro
settling 10/30/08 364 -0- 364 $ 534,274 $-0- $ 534,274 $ 513,676 $-0-
Mexican Nuevo Peso
settling 10/28/08 238,161 -0- 238,161 23,311,388 -0- 23,311,388 21,694,788 -0-
New Turkish Lira
settling 11/05/08 6,799 -0- 6,799 5,348,200 -0- 5,348,200 5,290,812 -0-
New Turkish Lira
settling 11/05/08 3,386 -0- 3,386 2,808,950 -0- 2,808,950 2,634,878 -0-
New Turkish Lira
settling 11/05/08 7,590 -0- 7,590 6,293,908 -0- 6,293,908 5,906,812 -0-
Pro-Forma Pro-Forma
Alliance- Alliance- ACM Alliance-
Bernstein Bernstein Managed Bernstein
Global High Global High Dollar Global High
Income Fund Income Fund Income Fund Income Fund
US $ Value Unrealized Unrealized Unrealized
at September Appreciation/ Appreciation/ Appreciation/
30, 2008 (Depreciation) (Depreciation)(Depreciation)
----------- ------------- ------------- --------------
Sale Contracts:
Euro
settling 10/30/08 $ 513,676 $ 20,598 $ -0- $ 20,598
Mexican Nuevo Peso
settling 10/28/08 21,694,788 1,616,600 -0- 1,616,600
New Turkish Lira
settling 11/05/08 5,290,812 57,388 -0- 57,388
New Turkish Lira
settling 11/05/08 2,634,878 174,072 -0- 174,072
New Turkish Lira
settling 11/05/08 5,906,812 387,097 -0- 387,097
REVERSE REPURCHASE AGREEMENTS
Pro-Forma
AllianceBernstein AllianceBernstein AllianceBernstein
Global High Income Managed Dollar Fund Global High Income Fund
Amount Amount Amount
Broker Interest Rate Maturity (000) (000) (000)
--------------------- ------------- ---------- ----------------- ------------------ -----------------------
ABN Amro 2.35% 10/6/2008 $ 28,845,412 $ -0- $ 28,845,412
ABN Amro 0.75% 10/8/2008 2,361,433 -0- 2,361,433
ABN Securities, Ltd. 0.75% 12/31/2008 -0- 755,555 755,555
ABN Securities, Ltd. 2.35% 12/31/2008 -0- 5,555,413 5,555,413
---------------
$ 37,517,813
(a) Position, or a portion thereof, has been segregated to collateralize
forward currency exchange contracts. The aggregate market value of
these securities amounted to $801,056,494.
(b) Security is exempt from registration under Rule 144A of the Securities
Act of 1933. These securities are considered liquid and may be resold
in transactions exempt from registration, normally to qualified
institutional buyers. At September 30, 2008, the aggregate market
value of these securities amounted to $266,451,825 or 25.5% of net
assets.
(c) Floating Rate Security. Stated interest rate was in effect at
September 30, 2008.
(d) Pay-In-Kind Payments (PIK).
(e) Indicates a security that has a zero coupon that remains in effect
until a predetermined date at which time the stated coupon rate
becomes effective until final maturity.
(f) Illiquid security, valued at fair value. (See note B)
(g) Security is exempt from registration under Rule 144A of the Securities
Act of 1933. This security, which represents 0.0% of net assets as of
September 30, 2008, is considered illiquid and restricted).
Restricted Acquisition Acquisition Market Value Percentage of
Securities Date Cost Value Net Assets
----------------------- ------------- ------------ ------------- -------------
Russell-Stanley
Holdings, Inc.
9.00%, 11/30/08 2/26/99 $4,562,626 $45,667 0.04%*
* Based on the net assets of ACM Managed Dollar.
(h) Security is in default and is non-income producing.
(i) Coupon rate adjusts periodically based upon a predetermined schedule.
Stated interest rate in effect at September 30, 2008.
(j) Variable rate coupon, rate shown as of September 30, 2008.
(k) Position, or a portion thereof, has been segregated to collateralize
reverse repurchase agreements. The aggregate market value of these
securities amounted to $35,960,573.
(l) This position or a portion of this position represents an unsettled
loan purchase. At September 30, 2008, the market value of these
unsettled loan purchases amounted to $544,207. The coupon rate will be
determined at the time of settlement and will be based upon the
London-Interbank Offered Rate ("LIBOR") plus a premium which was
determined at the time of purchase.
(m) Non-income producing security.
(n) Investment in affiliated money market mutual fund.
(o) Includes adjustment for estimated merger costs of $175,000 borne by
ACM Managed Dollar Income Fund.
* The Federal National Mortgage Association has been placed into a
conservatorship of the U.S. Government.
The fund currently owns investments collateralized by subprime
mortgage loans. Subprime loans are offered to homeowners who do not
have a history of debt or who have had problems meeting their debt
obligations. Because repayment is less certain, subprime borrowers pay
a higher rate of interest than prime borrowers. As of September 30,
2008, the fund's total exposure to subprime investments was 0.36%+.
These investments are valued in accordance with the fund's Valuation
Policies (see Note B.1 for additional details).
+ Based on Global High Income Fund.
++ All holdings of ACM Managed Dollar Income comply with the investment
strategies and restrictions of Global High Income Fund.
Currency Abbreviations:
BRL - Brazilian Real
COP - Colombian Peso
EUR - Euro Dollar
MXN - Mexican Peso
PEN - Peruvian New Sol
RUB - Russian Rouble
TRY - New Turkish Lira
UYU - Uruguayan Peso
Glossary:
CMBS - Commercial Mortgage-Backed Securities
OJSC - Open Joint Stock Company
REITs - Real Estate Investment Trusts
STP - Structured Product
See Notes to Pro Forma AllianceBernstein Global High Income Fund
Finanacial Statements.
STATEMENT OF ASSETS AND LIABILITIES
PRO FORMA ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC.
AllianceBernstein Global High Income Fund, Inc.
September 30, 2008 (unaudited) ACM Managed Dollar Income Fund
------------------------------------------------------------------------------------------------------------------------------------
ACM Pro Forma
AllianceBernstein Managed AllianceBernstein
Global High Dollar Global High
Income Fund Income Fund Adjustments Income Fund
---------------- ----------- ----------- -----------------
ASSETS
Investments in securities, at value
Unaffiliated Issuers
(cost $1,072,124,850 and 150,583,257, respectively) $ 940,993,172 $ 130,172,439 $ -0- $ 1,071,165,611
Affiliated Issuers
(cost $0 and 2,852,389, respectively) -0- 2,852,389 -0- 2,852,389
Cash 10,348,844 516,838 -0- 10,865,682
Unrealized appreciation of forward currency
exchange contracts 2,255,755 -0- -0- 2,255,755
Unrealized appreciation of swap contracts 1,129,796 39,102 -0- 1,168,898
Interest and dividends receivable 20,384,869 2,815,276 -0- 23,200,145
Receivable for investment securities sold 10,516,282 176,850 -0- 10,693,132
-------------- -------------- -------------- --------------
Total assets 985,628,718 136,572,894 -0- 1,122,201,612
-------------- -------------- -------------- --------------
LIABILITIES
Due to broker 2,616,373 -0- -0- 2,616,373
Unrealized depreciation of swap contracts 558,146 68,111 -0- 626,257
Reverse repurchase agreements 31,206,845 6,310,968 -0- 37,517,813
Payable for investment securities purchased 22,920,606 298,466 -0- 23,219,072
Advisory fee payable 785,945 91,141 -0- 877,086
Administrative fee payable 24,107 31,969 -0- 56,076
Tender fee payable -0- 57,906 -0- 57,906
Dividends payable -0- 54 -0- 54
Accrued expenses and other liabilities 345,050 265,170 175,000 785,220 (a)
-------------- -------------- -------------- --------------
Total liabilities 58,457,072 7,123,785 175,000 65,755,857
-------------- -------------- -------------- --------------
NET ASSETS $ 927,171,646 $ 129,449,109 $ 175,000 $ 1,056,445,755
============== ============== ============== ==============
Composition of Net Assets $ 763,361 $ 184,956 -0- $ 948,317
Capital stock, at par 1,033,169,810 214,125,362 -0- 1,247,295,172
Undistributed/(distributions) in excess of
net investment income 206,371 (29,084) (175,000) 2,287 (a)
Accumulated net realized gain/loss on investment
and foreign currency transactions 21,630,488 (64,392,298) -0- (42,761,810)
Net unrealized depreciation of investments and
foreign currency denominated assets and liabilities (128,598,384) (20,439,827) -0- (149,038,211)
-------------- -------------- -------------- --------------
$ 927,171,646 $ 129,449,109 $ (175,000) $ 1,056,445,755
============== ============== ============== ==============
Net Asset Value Per Share
Net Assets $ 927,171,646 $ 129,449,109 $ 1,056,620,755
Shares of capital stock outstanding 76,336,108(b) 18,495,567 (c) (7,839,685) 86,991,990
-------------- -------------- -------------- --------------
Net asset value per share $ 12.15 $ 7.00 $ 12.15
-------------- -------------- -------------- --------------
------------------------------------------------------------------------------------------------------------------------------------
See Notes to Pro Forma AllianceBernstein Global High Income Fund Financial Statements.
(a) Includes adjustment for estimated merger costs of $175,000.
(b) 100 million shares of common stock authorized, $ .01 par value (based on 76,336,108 shares outstanding).
(c) 300 million shares of common stock authorized, $ .01 par value (based on 18,495,567 shares outstanding).
STATEMENT OF OPERATIONS
PRO FORMA ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC.
AllianceBernstein Global High Income Fund, Inc.
Twelve Months Ended September, 30 2008 (unaudited) ACM Managed Dollar Income Fund
------------------------------------------------------------------------------------------------------------------------------------
ACM Pro Forma
AllianceBernstein Managed AllianceBernstein
Global High Dollar Global High
Income Fund Income Fund Adjustments* Income Fund
---------------- ----------- ------------ -----------------
INVESTMENT INCOME
Interest $ 96,253,768 $ 12,622,481 $ -0- $ 108,876,249
Dividends
Unaffiliated issuers 117,046 56,966 -0- 174,012
Affiliated issuers -0- 73,085 -0- 73,085
-------------- -------------- -------------- --------------
96,370,814 12,752,532 -0- 109,123,346
-------------- -------------- -------------- --------------
EXPENSES
Advisory fee 9,630,587 1,150,446 (1,493,385) 9,287,648 (a)
Custodian 393,739 143,854 (96,843) 440,750 (b)
Printing 202,311 66,181 (107,306) 161,186 (b)
Audit and Legal 98,566 116,929 (59,713) 155,782 (b)
Administrative 148,749 133,719 (149,468) 133,000 (b)
Registration 63,794 16,446 (3,035) 77,205 (b)
Transfer agency 51,524 16,285 (9,665) 58,144 (b)
Directors' fees 51,515 55,907 (51,172) 56,250 (b)
Miscellaneous 68,113 11,483 (2,261) 77,335 (b)
-------------- -------------- -------------- --------------
Total expenses before interest expense 10,708,898 1,711,250 (1,972,848) 10,447,300
Interest expense 2,561,610 443,858 (2,314,054) 691,414
-------------- -------------- -------------- --------------
Net expenses 13,270,508 2,155,108 (4,286,902) 11,138,714
-------------- -------------- -------------- --------------
Net investment income 83,100,306 10,597,424 4,286,902 97,984,632
-------------- -------------- -------------- --------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENT TRANSACTIONS
Net realized gain on:
Investment transactions 18,238,541 1,115,889 -0- 19,354,430
Swap contracts 1,399,918 -0- -0- 1,399,918
Foreign Currency transactions 3,985,613 80,072 -0- 4,065,685
Net change in unrealized
appreciation/depreciation of:
Investments (197,794,579) (25,114,859) -0- (222,909,438)
Swap contracts (2,621,564) (72,622) -0- (2,694,186)
Foreign currency denominated assets and liabilities 1,760,918 -0- -0- 1,760,918
-------------- -------------- -------------- --------------
Net loss on investment transactions (175,031,153) (23,991,520) -0- (199,022,673)
-------------- -------------- -------------- --------------
Contributions from Adviser -0- 39,460 -0- 39,460
-------------- -------------- -------------- --------------
NET DECREASE IN NET ASSETS FROM OPERATIONS $ (91,930,847) $ (13,354,636) 4,286,902 $ (100,998,581)
============== ============== ============== ==============
------------------------------------------------------------------------------------------------------------------------------------
(a) Advisory fee based on an annual rate of .90% of the Portfolio's average weekly net assets.
(b) Expenses are based on one fund.
* Does not reflect the acquisition costs of $175,000 which will be assumed by ACM Managed Dollar Income Fund prior to the
acquisition.
See Notes to Pro Forma AllianceBernstein Global High Income Fund Financial Statements.
NOTES TO FINANCIAL STATEMENTS
PRO FORMA
ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC.
September 30, 2008 (unaudited)
NOTE A: General
The Pro Forma AllianceBernstein Global High Income Fund, Inc. Financial
Statements give effect to the proposed acquisition (the "Acquisition") of the
assets and liabilities of ACM Managed Dollar Income Fund, Inc. (the "Acquired
Fund") by AllianceBernstein Global High Income Fund, Inc. (the "Fund" or
"Acquiring Fund") pursuant to the Agreement and Plan of Reorganization. The
Acquisition would be accomplished by a tax-free exchange of the assets and
liabilities of the Acquired Fund for shares of the Fund. After the proposed
acquisition, the tax survivor for federal income tax purposes will be the
Acquiring Fund.
AllianceBernstein Global High Income Fund, Inc. (the "Registrant"), formerly
Alliance World Dollar Government Fund II, Inc., was incorporated under the laws
of the State of Maryland on May 20, 1993 and is registered under the Investment
company Act of 1940, as amended, as a non-diversified, closed-end management
investment company. The Fund's unaudited Pro Forma Portfolio of Investments,
Statement of Assets and Liabilities and Statement of Operations are prepared as
though the Acquisition was effective for the period October 1, 2007 - September
30, 2008. You should read them in conjunction with the Fund's historical
financial statements, which are included in the Fund's Shareholder reports. The
Fund's Pro Forma Statement of Operations reflects the assumption that certain
expenses would be lower for the combined Fund as a result of the Acquisition.
The Acquired Fund will bear the expenses of the Acquisition including the cost
of proxy solicitation.
NOTE B: Significant Accounting Policies
The Fund's Pro Forma Financial Statements have been prepared in conformity with
U.S. generally accepted accounting principles, which require management to make
certain estimates and assumptions that affect the reported amounts of assets and
liabilities in the financial statements and amounts of income and expenses
during the reporting period. Actual results could differ from those estimates.
1. Security Valuation
Portfolio securities are valued at their current market value determined on the
basis of market quotations or, if market quotations are not readily available or
are deemed unreliable, at "fair value" as determined in accordance with
procedures established by and under the general supervision of the Fund's Board
of Directors.
In general, the market value of securities which are readily available and
deemed reliable are determined as follows. Securities listed on a national
securities exchange (other than securities listed on the NASDAQ Stock Market,
Inc. ("NASDAQ")) or on a foreign securities exchange are valued at the last sale
price at the close of the exchange or foreign securities exchange. If there has
been no sale on such day, the securities are valued at the mean of the closing
bid and asked prices on such day. Securities listed on more than one exchange
are valued by reference to the principal exchange on which the securities are
traded; securities listed only on NASDAQ are valued in accordance with the
NASDAQ Official Closing Price; listed put or call options are valued at the last
sale price. If there has been no sale on that day, such securities will be
valued at the closing bid prices on that day; open futures contracts and options
thereon are valued using the closing settlement price or, in the absence of such
a price, the most recent quoted bid price. If there are no quotations available
for the day of valuation, the last available closing settlement price is used;
securities traded in the over-the-counter market, ("OTC") are valued at the mean
of the current bid and asked prices as reported by the National Quotation Bureau
or other comparable sources; U.S. government securities and other debt
instruments having 60 days or less remaining until maturity are valued at
amortized cost if their original maturity was 60 days or less; or by amortizing
their fair value as of the 61st day prior to maturity if their original term to
maturity exceeded 60 days; fixed-income securities, including mortgage backed
and asset backed securities, may be valued on the basis of prices provided by a
pricing service or at a price obtained from one or more of the major
broker/dealers. In cases where broker/dealer quotes are obtained, the Adviser
may establish procedures whereby changes in market yields or spreads are used to
adjust, on a daily basis, a recently obtained quoted price on a security; and
OTC and other derivatives are valued on the basis of a quoted bid price or
spread from a major broker/dealer in such security.
Securities for which market quotations are not readily available (including
restricted securities) or are deemed unreliable are valued at fair value.
Factors considered in making this determination may include, but are not limited
to, information obtained by contacting the issuer and/or analysts, analysis of
the issuer's financial statements or other available documents. In addition, the
Fund may use fair value pricing for securities primarily traded in non-U.S.
markets because most foreign markets close well before the Fund values its
securities at 4:00 p.m., Eastern Time. The earlier close of these foreign
markets gives rise to the possibility that significant events, including broad
market moves, may have occurred in the interim and may materially affect the
value of those securities. Investments in money market funds are valued at their
net asset value each day.
2. Taxes
It is the Fund's policy to meet the requirements of the Internal Revenue Code
applicable to regulated investment companies and to distribute all of its
investment company taxable income and net realized gains, if any, to
shareholders. Therefore, no provisions for federal income or excise taxes are
required. The Fund may be subject to taxes imposed by countries in which it
invests. Such taxes are generally based on income and/or capital gains earned or
repatriated. Taxes are accrued and applied to net investment income, net
realized gains and net unrealized appreciation/ depreciation as such income
and/or capital gains are earned.
3. Investment Income and Investment Transactions
Interest income is accrued daily. Investment transactions are accounted for on
the date the securities are purchased or sold. Investment gains and losses are
determined on the identified cost basis. The Fund amortizes premiums and
accretes original issue discount and market discount as adjustments to interest
income.
4. Dividends and Distributions
Dividends and distributions to shareholders, if any, are recorded on the
ex-dividend date. Income dividends and capital gains distributions are
determined in accordance with federal tax regulations and may differ from those
determined in accordance with U.S. generally accepted accounting principles. To
the extent these differences are permanent, such amounts are reclassified within
the capital accounts based on their federal tax basis treatment; temporary
differences do not require such reclassification.
NOTE C: Advisory Fee and Other Transactions with Affiliates
Under the terms of the Fund's Investment Advisory Agreement, the Fund pays the
Adviser an advisory fee at an annual rate of .90% of the Fund's average weekly
net assets. Such fee is accrued daily and paid monthly.
Pursuant to the Fund's Administration Agreement, the Fund reimburses the Adviser
for the Adviser's costs, including legal and accounting costs, in serving as
Administrator of the Fund provided, however, that the reimbursement may not
exceed .15% of average weekly net assets. For the twelve months ended September
30, 2008, the Fund paid the Adviser $133,000 for its administrative services,
representing .01% of the Fund's average weekly net assets.
Under the terms of the Fund's Shareholder Inquiry Agency Agreement with
AllianceBernstein Investor Services, Inc. ("ABIS"), a wholly-owned subsidiary of
the Adviser, the Fund reimburses ABIS for costs relating to servicing phone
inquiries on behalf of the Fund. During the twelve months ended September 30,
2008, there was no reimbursement paid to ABIS.
NOTE D: Capital Stock
The pro-forma combining net asset value per share assumes the issuance of
Acquiring Fund shares to Acquired Fund shareholders in connection with the
proposed merger. The number of shares assumed to be issued is equal to the net
asset value per share of the Acquired Fund divided by the net asset value per
share of the Acquiring Fund as of September 30, 2008. The pro-forma number of
shares outstanding for the combined entity consists of the following at
September 30, 2008.
Additional Shares Total Shares
Shares of Acquiring Assumed Issued Outstanding
Fund Pre-Combination with Merger Post-Combination
-------------------- ----------- ----------------
76,336,108 10,655,882 86,991,990
APPENDIX A
-------------------------------------------------------------------------------
BOND RATINGS
-------------------------------------------------------------------------------
Moody's Investors Service, Inc.
Aaa Bonds which are rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk
and are generally referred to as "gilt edge." Interest
payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various
protective elements are likely to change, such changes as
can be visualized are most unlikely to impair the
fundamentally strong position of such issues.
Aa Bonds which are rated Aa are judged to be of high quality by
all standards. Together with the Aaa group they comprise
what are generally known as high grade bonds. They are rated
lower than the best bonds because margins of protection may
not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may
be other elements present which make the long-term risks
appear somewhat larger than the Aaa securities.
A Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper-medium-grade
obligations. Factors giving security to principal and
interest are considered adequate but elements may be present
which suggest a susceptibility to impairment some time in
the future.
Baa Bonds which are rated Baa are considered as medium-grade
obligations, i.e., they are neither highly protected nor
poorly secured. Interest payments and principal security
appear adequate for the present but certain protective
elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack
outstanding investment characteristics and in fact have
speculative characteristics as well.
Ba Bonds which are rated Ba are judged to have speculative
elements; their future cannot be considered as well-assured.
Often the protection of interest and principal payments may
be very moderate and thereby not well safeguarded during
both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.
B Bonds which are rated B generally lack characteristics of
the desirable investment. Assurance of interest and
principal payments or of maintenance of other terms of the
contract over any long period of time may be small.
Caa Bonds which are rated Caa are of poor standing. Such issues
may be in default or there may be present elements of danger
with respect to principal or interest.
Ca Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in
default or have other marked shortcomings.
C Bonds which are rated C are the lowest rated class of bonds
and issues so rated can be regarded as having extremely poor
prospects of ever attaining any real investment standing.
Absence of Rating When no rating has been assigned or where a rating has been
suspended or withdrawn, it may be for reasons unrelated to
the quality of the issue.
Should no rating be assigned, the reason may be one of the following:
---------------------------------------------------------------------
An application for rating was not received or accepted.
The issue or issuer belongs to a group of securities or companies that are
unrated as a matter of policy.
There is a lack of essential data pertaining to the issue or issuer.
The issue was privately placed, in which case the rating is not published in
Moody's publications.
Suspension or withdrawal may occur if new and material circumstances arise, the
effects of which preclude satisfactory analysis; if there is no longer available
reasonable up-to-date data to permit a judgment to be formed; if a bond is
called for redemption; or for other reasons.
Note Moody's applies numerical modifiers, 1, 2 and 3 in each
generic rating classification from Aa through B in its
corporate bond rating system. The modifier 1 indicates
that the security ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range
ranking; and the modifier 3 indicates that the issue ranks
in the lower end of its generic rating category.
Standards & Poor's Ratings Services
-----------------------------------
AAA Debt rated AAA has the highest rating assigned by S&P.
Capacity to pay interest and repay principal is extremely
strong.
AA Debt rated AA has a very strong capacity to pay interest
and repay principal and differs from the highest rated
issues only in small degree.
A Debt rated A has a strong capacity to pay interest and
repay principal although it is somewhat more susceptible
to the adverse effects of changes in circumstances and
economic conditions than debt in higher rated categories.
BBB Debt rated BBB normally exhibits adequate protection
parameters. However, adverse economic conditions or
changing circumstances are more likely to lead to a
weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.
BB, B, CCC, CC, C Debt rated BB, B, CCC, CC or C is regarded as having
significant speculative characteristics. BB indicates
the lowest degree of speculation and C the highest.
While such debt will likely have some quality and
protective characteristics, these are outweighed by large
uncertainties or major exposures to adverse conditions.
BB Debt rated BB is less vulnerable to nonpayment than other
speculative debt. However, it faces major ongoing
uncertainties or exposure to adverse business, financial
or economic conditions which could lead to an inadequate
capacity to pay interest and repay principal.
B Debt rated B is more vulnerable to nonpayment than debt
rated BB, but there is capacity to pay interest and repay
principal. Adverse business, financial or economic
conditions will likely impair the capacity or willingness
to pay principal or repay interest.
CCC Debt rated CCC is currently vulnerable to nonpayment, and
is dependent upon favorable business, financial and
economic conditions to pay interest and repay principal.
In the event of adverse business, financial or economic
conditions, there is not likely to be capacity to pay
interest or repay principal.
CC Debt rated CC is currently highly vulnerable to nonpayment.
C The C rating may be used to cover a situation where a
bankruptcy petition has been filed or similar action has
been taken, but payments are being continued.
D The D rating, unlike other ratings, is not prospective;
rather, it is used only where a default has actually
occurred.
Plus (+) or
Minus (-) The ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing
within the major rating categories.
NR Not rated.
Fitch Ratings
-------------
AAA Bonds considered to be investment grade and of the highest
credit quality. The obligor has an exceptionally strong
ability to pay interest and repay principal, which is
unlikely to be affected by reasonably foreseeable events.
AA Bonds considered to be investment grade and of very high
credit quality. The obligor's ability to pay interest and
repay principal is very strong, although not quite as
strong as bonds rated AAA. Because bonds rated in the AAA
and AA categories are not significantly vulnerable to
foreseeable future developments, short-term debt of these
issuers is generally rated F- 1+.
A Bonds considered to be investment grade and of high credit
quality. The obligor's ability to pay interest and repay
principal is considered to be strong, but may be more
vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.
BBB Bonds considered to be investment grade and of satisfactory
credit quality. The obligor's ability to pay interest and
repay principal is considered to be adequate. Adverse
changes in economic conditions and circumstances, however,
are more likely to have adverse impact on these bonds, and
therefore impair timely payment. The likelihood that the
ratings of these bonds will fall below investment grade is
higher than for bonds with higher ratings.
BB Bonds are considered speculative. The obligor's ability to
pay interest and repay principal may be affected over time
by adverse economic changes. However, business and
financial alternatives can be identified which could
assist the obligor in satisfying its debt service
requirements.
B Bonds are considered highly speculative. While bonds in
this class are currently meeting debt service
requirements, the probability of continued timely payment
of principal and interest reflects the obligor's limited
margin of safety and the need for reasonable business and
economic activity throughout the life of the issue.
CCC Bonds have certain identifiable characteristics which, if
not remedied, may lead to default. The ability to meet
obligations requires an advantageous business and economic
environment.
CC Bonds are minimally protected. Default in payment of
interest and/or principal seems probable over time.
C Bonds are in imminent default in payment of interest or
principal.
DDD, DD, D Bonds are in default on interest and/or principal
payments. Such bonds are extremely speculative and should
be valued on the basis of their ultimate recovery value in
liquidation or reorganization of the obligor. DDD
represents the highest potential for recovery on these
bonds, and D represents the lowest potential for recovery.
Plus (+) Minus (-) Plus and minus signs are used with a rating symbol to
indicate the relative position of a credit within
the rating category. Plus and minus signs, however, are
are not used in the AAA, DDD, DD or D categories.
NR Indicates that Fitch does not rate the specific issue.
Dominion Bond Rating Service Limited
------------------------------------
Each rating category is denoted by the subcategories "high" and "low". The
absence of either a "high" or "low" designation indicates the rating is in the
"middle" of the category. The AAA and D categories do not utilize "high",
"middle", and "low" as differential grades.
AAA--Long-term debt rated AAA is of the highest credit quality, with
exceptionally strong protection for the timely repayment of principal and
interest. Earnings are considered stable, the structure of the industry in which
the entity operates is strong, and the outlook for future profitability is
favorable. There are few qualifying factors present that would detract from the
performance of the entity. The strength of liquidity and coverage ratios is
unquestioned and the entity has established a credible track record of superior
performance. Given the extremely high standard that Dominion has set for this
category, few entities are able to achieve a AAA rating.
AA--Long-term debt rated AA is of superior credit quality, and protection of
interest and principal is considered high. In many cases they differ from
long-term debt rated AAA only to a small degree. Given the extremely restrictive
definition Dominion has for the AAA category, entities rated AA are also
considered to be strong credits, typically exemplifying above-average strength
in key areas of consideration and unlikely to be significantly affected by
reasonably foreseeable events.
A--Long-term debt rated "A" is of satisfactory credit quality. Protection of
interest and principal is still substantial, but the degree of strength is less
than that of AA rated entities. While "A" is a respectable rating, entities in
this category are considered to be more susceptible to adverse economic
conditions and have greater cyclical tendencies than higher-rated securities.
BBB--Long-term debt rated BBB is of adequate credit quality. Protection of
interest and principal is considered acceptable, but the entity is fairly
susceptible to adverse changes in financial and economic conditions, or there
may be other adverse conditions present which reduce the strength of the entity
and its rated securities.
BB--Long-term debt rated BB is defined to be speculative and non-investment
grade, where the degree of protection afforded interest and principal is
uncertain, particularly during periods of economic recession. Entities in the BB
range typically have limited access to capital markets and additional liquidity
support. In many cases, deficiencies in critical mass, diversification, and
competitive strength are additional negative considerations.
B--Long-term debt rated B is considered highly speculative and there is a
reasonably high level of uncertainty as to the ability of the entity to pay
interest and principal on a continuing basis in the future, especially in
periods of economic recession or industry adversity.
CCC, CC and C--Long-term debt rated in any of these categories is very highly
speculative and is in danger of default of interest and principal. The degree of
adverse elements present is more severe than long-term debt rated B. Long-term
debt rated below B often have features which, if not remedied, may lead to
default. In practice, there is little difference between these three categories,
with CC and C normally used for lower ranking debt of companies for which the
senior debt is rated in the CCC to B range.
D--A security rated D implies the issuer has either not met a scheduled payment
of interest or principal or that the issuer has made it clear that it will miss
such a payment in the near future. In some cases, Dominion may not assign a D
rating under a bankruptcy announcement scenario, as allowances for grace periods
may exist in the underlying legal documentation. Once assigned, the D rating
will continue as long as the missed payment continues to be in arrears, and
until such time as the rating is suspended, discontinued, or reinstated by
Dominion.
PART C
OTHER INFORMATION
Item 15 Indemnification
It is the Registrant's policy to indemnify its directors and officers, employees
and other agents to the maximum extent permitted by Section 2-418 of the General
Corporation Law of the State of Maryland and as set forth in Article EIGHTH of
Registrant's Articles of Incorporation, filed as Exhibit (1) in response to Item
16, Article VIII, Section 7 and Article IX of the Registrant's Amended and
Restated Bylaws filed as Exhibit (2) in response to Item 16, Section 4 of the
Registrant's Amended Advisory Agreement filed as Exhibit (6) in response to Item
16, the Administrator's liability for any loss suffered by the Registrant or its
stockholders as set forth in Section 5 of the Amended Administration Agreement
filed as (13)(b) in response to Item 16, all as set forth below.
Article EIGHTH of the Registrant's Articles of Incorporation reads as follows:
EIGHTH: (1) To the fullest extent that limitations on the liability of
directors and officers are permitted by the Maryland Corporations
and Associations Law, no director or officer of the Corporation
shall have any liability to the Corporation or its shareholders
for damages. This limitation on liability applies to events
occurring at the time a person serves as a director or officer of
the Corporation whether or not such person is a director or
officer at the time of any proceeding in which liability is
asserted.
(2) The Corporation shall indemnify and advance expenses to its
currently acting and its former directors to the fullest extent
that indemnification of directors is permitted by the Maryland
Corporations and Associations Law. The Corporation shall
indemnify and advance expenses to its officers to the same extent
as its directors and to such further extent as is consistent with
law. The Board of Directors may by Bylaw, resolution or
agreement make further provisions for indemnification of
directors, officers, employees and agents to the fullest extent
permitted by the Maryland Corporations and Associations Law.
(3) No provision of this Article EIGHTH shall be effective to
protect or purport to protect any director or officer of the
Corporation against any liability to the Corporation or its
security holders to which he would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct to his office.
(4) References to the Maryland Corporations and Associations
Law in this Article EIGHTH are to that law as from time to time
amended. No amendment to these Articles of incorporation of the
Corporation shall affect any right of any person under this
Article EIGHTH based on any event, omission or proceeding prior
to the amendment.
Article VIII, Section 7 of Registrant's Amended and Restated Bylaws reads as
follows:
Section 7. Insurance Against Certain Liabilities. The Corporation may obtain
liability insurance for its directors and officers to the extent permitted by
the 1940 Act.
Article IX of the Registrant's Amended and Restated Bylaws reads as follows:
Indemnification. To the maximum extent permitted by Maryland law in effect from
time to time, the Corporation shall indemnify and, without requiring a
preliminary determination of the ultimate entitlement to indemnification, shall
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 and who is made or threatened to be made a party to the
proceeding by reason of his or her service in any such capacity or (b) any
individual who, while a director or officer of the Corporation and at the
request of the Corporation, serves or has served as a director, officer, partner
or trustee of another corporation, real estate investment trust, partnership,
joint venture, trust, employee benefit plan or other enterprise and who is made
or threatened to be made a party to the proceeding by reason of his or her
service in any such capacity. The Corporation may, with the approval of its
Board of Directors or any duly authorized committee thereof, provide such
indemnification and advance for 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.
The termination of any claim, action, suit or other proceeding involving any
person, by judgment, settlement (whether with or without court approval) or
conviction or upon a plea of guilty or nolo contendere, or its equivalent, shall
not create a presumption that such person did not meet the standards of conduct
required for indemnification or payment of expenses to be required or permitted
under Maryland law, these Bylaws or the Charter. Any indemnification or advance
of expenses made pursuant to this Article shall be subject to applicable
requirements of the 1940 Act. The indemnification and payment of expenses
provided in these Bylaws shall not be deemed exclusive of or limit in any way
other rights to which any person seeking indemnification or payment of expenses
may be or may become entitled under any bylaw, regulation, insurance, agreement
or otherwise. Neither the amendment nor repeal of this Article, nor the adoption
or amendment of any other provision of the Bylaws or Charter inconsistent with
this Article, shall apply to or affect in any respect the applicability of the
preceding paragraph with respect to any act or failure to act which occurred
prior to such amendment, repeal or adoption.
The Adviser and its employees are also indemnified by the Registrant under.
Section 4 of the Amended Advisory Agreement:
4. We shall expect of you, and you will give us the benefit of, your best
judgment and efforts in rendering these services to us, and we agree as an
inducement to your undertaking these services that you shall not be liable
hereunder for any mistake of judgment or in any event whatsoever, except for
lack of good faith, provided that nothing herein shall be deemed to protect, or
purport to protect, you against any liability to us or to our security holders
to which you would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of your duties hereunder, or by
reason of your reckless disregard of your obligations and duties hereunder.
Section 5 of the Amended Administration Agreement reads as follows:
Limitation of Liability of the Administrator. The Fund shall expect of the
Administrator, and the Administrator will give the Fund the benefit of, the
Administrator's best judgment and efforts in rendering these services to the
Fund, and the Fund agrees as an inducement to the Administrator's undertaking
these services that the Administrator shall not be liable under this Agreement
for any mistake of judgment or in any event whatsoever, except for lack of good
faith, provided that nothing herein shall be deemed to protect, or purport to
protect, the Administrator against any liability to the Fund or to the Fund's
security holders to which the Administrator would otherwise be subject by reason
of willful misfeasance, bad faith or gross negligence in the performance of the
Administrator's duties under this Agreement, or by reason of the Administrator's
reckless disregard of the Administrator's obligations and duties under this
Agreement.
Item 16 Exhibits
(1)(a) Articles of Incorporation of the Registrant dated May 19, 1993
(1)
(1)(b) Articles of Amendment to the Articles of Incorporation dated
June 9, 1993 (1)
(1)(c) Articles of Amendment to the Articles of Incorporation dated
June 11, 2002 (2)
(1)(d) Articles Supplementary to Articles of Incorporation dated June
16, 2006 (2)
(1)(e) Articles of Amendment to Articles of Incorporation dated
December 14, 2006(3)
(1)(f) Articles of Transfer dated April 12, 2007(3)
(2) Amended and Restated Bylaws (4)
(3) Not applicable
(4) Form of Agreement and Plan of Acquisition and Liquidation(5)
(5) Not applicable
(6)(a) Advisory Agreement between the Registrant and AllianceBernstein
L.P. (formerly Alliance Capital Management L.P.)(1)
(6)(b) Amended Advisory Agreement between the Registrant and
AllianceBernstein L.P. (formerly Alliance Capital Management
L.P.)(4)
(7) Not applicable
(8) Not applicable
(9) Custody Agreement between the Registrant and The Bank of New
York (6)
(10) Not applicable
(11) Opinion of Seward & Kissel LLP as to the legality of the
securities being registered (3)
(12) Opinion of Seward & Kissel LLP as to tax consequences (7)
(13)(a) Administration Agreement between the Registrant and
AllianceBernstein L.P. (formerly Alliance Capital Management
L.P.) (1)
(13)(b) Amended Administration Agreement between the Registrant and
AllianceBernstein L.P. (formerly Alliance Capital Management
L.P.) (4)
(13)(c) Registrar, Transfer Agency and Service Agreement between the
Registrant and Computershare Trust Company, N.A. (8)
(13)(d) Shareholder Inquiry Agency Agreement with AllianceBernstein
Investor Services, Inc., (formerly, Alliance Global Investor
Services, Inc.) (9)
(13)(e) Dividend Reinvestment and Cash Purchase Plan (1)
(14) Consent of Ernst & Young LLP, independent registered public
accounting firm for ACM Managed Dollar Income Fund, Inc. and the
Registrant (3)
(15) Not applicable
(16) Powers of Attorney (3)
----------
1. Incorporated by reference from Registrant's Registration Statement on
Form N-2 (File Nos. 333-71130 and 811-07732), filed with the Securities
and Exchange Commission on October 9, 2001.
2. Incorporated by reference from Registrant's Registration Statement on
Form N-14/8C (File Nos. 333-137564 and 811-07732), filed with the
Securities and Exchange Commission on September 22, 2006.
3. Filed herewith.
4. Incorporated by reference from Registrant's Semi-Annual Report filed
on Form NSAR-B (File No. 811-07732), filed with the Securities and
Exchange Commission on June 1, 2006.
5. Filed herewith as Appendix E to Part A.
6. Incorporated by reference to Exhibit (2)(j) to Pre-Effective Amendment
No. 1 of the Registration Statement on Form N-2 of Alliance All Market
Advantage Fund, Inc. (File Nos. 333-77839 and 811-08702), filed with the
Securities and Exchange Commission on June 21, 1999.
7. To be filed by means of a Post-Effective Amendment hereto.
8. Incorporated by reference to Exhibit (2)(j) to Pre-Effective Amendment
No. 2 of the Registration Statement on Form N-2 of Alliance National
Municipal Income Fund, Inc. (File Nos. 333-73130 and 811-10573), filed
with the Securities and Exchange Commission on January 25, 2002.
9. Incorporated by reference to Exhibit (13)(b) to the Registration
Statement on Form N-14 of ACM Income Fund, Inc. (File Nos. 333-43514 and
811-5207), filed on August 11, 2000.
Item 17. Undertakings.
(1) The undersigned Registrant agrees that prior to any public reoffering of the
securities registered through the use of a prospectus which is a part of this
Registration Statement by any person or party who is deemed to be an underwriter
within the meaning of Rule 145(c) under the Securities Act of 1933 (17 CFR
230.145c), the reoffering prospectus will contain the information called for by
the applicable registration form for reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items of
the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is filed under
paragraph (1) above will be filed as a part of an amendment to the Registration
Statement and will not be used until the amendment is effective, and that, in
determining any liability under the 1933 Act, each post-effective amendment
shall be deemed to be a new registration statement for the securities offered
therein, and the offering of the securities at that time shall be deemed to be
the initial bona fide offering of them.
(3) The undersigned Registrant agrees to file a copy of each tax opinion
required to be filed as an exhibit to the Registration Statement by Item 16 (12)
of Form N-14 under the Securities Act of 1933, as amended, by means of a
post-effective amendment to the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Registration Statement on Form N-14
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, on the 4th day of May, 2009.
ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC.
By: /s/ Robert M. Keith*
-------------------
Robert M. Keith
President
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
1. Principal Executive Officer:
/s/ Robert M. Keith* President and Chief May 4, 2009
------------------- Executive Officer
Robert M. Keith
2. Principal Financial and
Accounting Officer:
/s/ Joseph J. Mantineo Treasurer and May 4, 2009
---------------------- Chief Financial
Joseph J. Mantineo Officer
3. Majority of Directors:
John H. Dobkin*
Michael J. Downey*
William H. Foulk, Jr.*
D. James Guzy*
Robert M. Keith*
Garry L. Moody*
Marshall C. Turner, Jr.*
Earl D. Weiner*
*By: /s/ Andrew L. Gangolf May 4, 2009
--------------------
Andrew L. Gangolf
(Attorney-in-fact)
Index to Exhibits
Exhibit No. Description of Exhibits
----------- -----------------------
(1)(e) Articles of Amendment to the Articles of Incorporation
(1)(f) Articles of Transfer
(11) Opinion of Seward & Kissel LLP
(14) Consent of Ernst & Young LLP
(16) Powers of Attorney - John H. Dobkin, Michael J. Downey,
William H. Foulk, Jr., D. James Guzy, Robert M. Keith,
Marshall C. Turner, Jr. and Earl D. Weiner
SK 00250 0158 979401v2