Post-Effective Amendment
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 485APOS Post-Effective Amendment 154± 568K
9: EX-99 Miscellaneous Exhibit 7 36K
2: EX-99.A Exhibit 99A-3 2 13K
3: EX-99.B Miscellaneous Exhibit 13± 50K
4: EX-99.E Exhibit 99E-2 3± 14K
5: EX-99.H Exhibit 99H-3 2± 9K
6: EX-99.I Exhibit 99I-2 2± 10K
7: EX-99.J Miscellaneous Exhibit 1 6K
8: EX-99.N Miscellaneous Exhibit 6± 24K
EX-99.N — Miscellaneous Exhibit
ALLIANCEBERNSTEIN GLOBAL RESEARCH GROWTH FUND, INC.
Form of Amended and Restated Plan pursuant to Rule 18f-3
under the Investment Company Act of 1940
--------------------------------------------------------
Effective as amended and restated ________, 2004
The Plan (the "Plan") pursuant to Rule 18f-3 under the
Investment Company Act of 1940 (the "Act") of AllianceBernstein
Global Research Growth Fund, Inc. (the "Fund"), which sets forth
the general characteristics of, and the general conditions under
which the Fund may offer, multiple classes of shares of its now
existing and hereafter created portfolios,(1) is hereby amended and
restated in its entirety. This Plan may be revised or amended
from time to time as provided below.
Class Designations
The Fund(2) may from time to time issue one or more of
the following classes of shares: Class A shares, Class B shares,
Class C shares, Advisor Class shares and Class R shares. Each of
the five classes of shares will represent interests in the same
portfolio of investments of the Fund and, except as described
herein, shall have the same rights and obligations as each other
class. Each class shall be subject to such investment minimums
and other conditions of eligibility as are set forth in the
prospectus or statement of additional information through which
such shares are issued, as from time to time in effect (the
"Prospectus").
--------
1 This Plan is intended to allow the Fund to offer multiple
classes of shares to the full extent and in the manner permitted
by Rule 18f-3 under the Act (the "Rule"), subject to the
requirements and conditions imposed by the Rule.
2 For purposes of this Plan, if the Fund has existing more than
one portfolio pursuant to which multiple classes of shares are
issued, then references in this Plan to the "Fund" shall be
deemed to refer instead to each portfolio.
Class Characteristics
Class A shares are offered at a public offering price
that is equal to their net asset value ("NAV") plus an initial
sales charge, as set forth in the Prospectus. Class A shares may
also be subject to a Rule 12b-1 fee, which may include a service
fee and, under certain circumstances, a contingent deferred sales
charge ("CDSC"), as described in the Prospectus.
Class B shares are offered at their NAV, without an
initial sales charge, and may be subject to a CDSC and a Rule
12b-1 fee, which may include a service fee, as described in the
Prospectus.
Class C shares are offered at their NAV, without an
initial sales charge, and may be subject to a CDSC and a Rule
12b-1 fee, which may include a service fee, as described in the
Prospectus.
Advisor Class shares are offered at their NAV, without
any initial sales charge, CDSC or Rule 12b-1fee.
Class R are shares offered at their NAV, without an
initial sales charge or CDSC, and may be subject to a Rule 12b-1
fee, which may include a service fee, as described in the
Prospectus.
The initial sales charge on Class A shares and CDSC on
Class A, B and C shares are each subject to reduction or waiver
as permitted by the Act, and as described in the Prospectus.
Allocations to Each Class
Expense Allocations
-------------------
The following expenses shall be allocated, to the
extent practicable, on a class-by-class basis: (i) Rule 12b-1fees
payable by the Fund to the distributor or principal underwriter
of the Fund's shares (the "Distributor"), and (ii) transfer
agency costs attributable to each class. Subject to the approval
of the Fund's Board of Directors, including a majority of the
disinterested Directors, the following "Class Expenses" may be
allocated on a class-by-class basis: (a) printing and postage
expenses related to preparing and distributing materials such as
shareholder reports, prospectuses and proxy statements to current
shareholders of a specific class, (b) SEC registration fees
incurred with respect to a specific class, (c) blue sky and
foreign registration fees and expenses incurred with respect to a
specific class, (d) the expenses of administrative personnel and
services required to support shareholders of a specific class
(including, but not limited to, maintaining telephone lines and
personnel to answer shareholder inquiries about their accounts or
about the Fund), (e) litigation and other legal expenses relating
to a specific class of shares, (f) Directors' fees or expenses
incurred as a result of issues relating to a specific class of
shares, (g) accounting and consulting expenses relating to a
specific class of shares, (h) any fees imposed pursuant to a non-
Rule 12b-1 shareholder services plan that relate to a specific
class of shares, and (i) any additional expenses, not including
advisory or custodial fees or other expenses related to the
management of the Fund's assets, if these expenses are actually
incurred in a different amount with respect to a class, or if
services are provided with respect to a class that are of a
different kind or to a different degree than with respect to one
or more other classes.
All expenses not now or hereafter designated as Class
Expenses ("Fund Expenses") will be allocated to each class on the
basis of the net asset value of that class in relation to the net
asset value of the Fund.
Waivers and Reimbursements
--------------------------
The investment adviser of the Fund (the "Adviser") or
Distributor may choose to waive or reimburse Rule 12b-1 fees,
transfer agency fees or any Class Expenses on a voluntary,
temporary basis. Such waiver or reimbursement may be applicable
to some or all of the classes and may be in different amounts for
one or more classes.
Income, Gain and Losses
-----------------------
Income and realized and unrealized capital gains and
losses shall be allocated to each class on the basis of the net
asset value of that class in relation to the net asset value of
the Fund.
Conversion and Exchange Features
Conversion Features
-------------------
Class B shares of the Fund automatically convert to
Class A shares of the Fund after a certain number of months or
years after the end of the calendar month in which the
shareholder's purchase order was accepted as described in the
Prospectus. Class B shares purchased through reinvestment of
dividends and distributions will be treated as Class B shares for
all purposes except that such Class B shares will be considered
held in a separate sub-account. Each time any Class B shares in
the shareholder's account convert to Class A shares, an equal
pro-rata portion of the Class B shares in the sub-account will
also convert to Class A shares.
Advisor Class shares of the Fund automatically convert
to Class A shares of the Fund during the calendar month following
the month in which the Fund is informed that the beneficial owner
of the Advisor Class shares has ceased to participate in a
fee-based program or employee benefit plan that satisfies the
requirements to purchase Advisor Class shares as described in the
Prospectus or is otherwise no longer eligible to purchase Advisor
Class shares as provided in the Prospectus.
The conversion of Class B and Advisor Class shares to
Class A shares may be suspended if the opinion of counsel
obtained by the Fund that the conversion does not constitute a
taxable event under current federal income tax law is no longer
available. Class B and Advisor Class shares will convert into
Class A shares on the basis of the relative net asset value of
the two classes, without the imposition of any sales load, fee or
other charge.
In the event of any material increase in payments
authorized under the Rule 12b-1 Plan (or, if presented to
shareholders, any material increase in payments authorized by a
non-Rule 12b-1 shareholder services plan) applicable to Class A
shares, existing Class B and Advisor Class shares will stop
converting into Class A shares unless the Class B and Advisor
Class shareholders, voting separately as a class, approve the
increase in such payments. Pending approval of such increase, or
if such increase is not approved, the Directors shall take such
action as is necessary to ensure that existing Class B and
Advisor Class shares are exchanged or converted into a new class
of shares ("New Class A") identical in all material respects to
Class A shares as existed prior to the implementation of the
increase in payments, no later than such shares were previously
scheduled to convert to Class A shares. If deemed advisable by
the Directors to implement the foregoing, such action may include
the exchange of all existing Class B and Advisor Class shares for
new classes of shares ("New Class B" and "New Advisor Class,"
respectively) identical to existing Class B and Advisor Class
shares, except that New Class B and New Advisor Class shares
shall convert to New Class A shares. Exchanges or conversions
described in this paragraph shall be effected in a manner that
the Directors reasonably believe will not be subject to federal
income taxation. Any additional cost associated with the
creation, exchange or conversion of New Class A, New Class B and
New Advisor Class shares shall be borne by the Adviser and the
Distributor. Class B and Advisor Class shares sold after the
implementation of the fee increase may convert into Class A
shares subject to the higher maximum payment, provided that the
material features of the Class A plan and the relationship of
such plan to the Class B and Advisor Class shares are disclosed
in an effective registration statement.
Exchange Features
-----------------
Shares of each class generally will be permitted to be
exchanged only for shares of a class with similar characteristics
in another AllianceBernstein Mutual Fund and shares of certain
AllianceBernstein money market funds, except that certain holders
of Class A shares of the Fund eligible to purchase and hold
Advisor Class shares of the Fund may also exchange their Class A
shares for Advisor Class shares. All exchange features applicable
to each class will be described in the Prospectus.
Dividends
Dividends paid by the Fund with respect to its Class A,
Class B, Class C, Advisor Class and Class R shares, to the extent
any dividends are paid, will be calculated in the same manner, at
the same time and will be in the same amount, except that any
Rule 12b-1 fee payments relating to a class of shares will be
borne exclusively by that class and any incremental transfer
agency costs or, if applicable, Class Expenses relating to a
class shall be borne exclusively by that class.
Voting Rights
Each share of a Fund entitles the shareholder of record
to one vote. Each class of shares of the Fund will vote
separately as a class with respect to the Rule 12b-1 plan
applicable to that class and on other matters for which class
voting is required under applicable law. Class A, Class B and
Advisor Class shareholders will vote as three separate classes to
approve any material increase in payments authorized under the
Rule 12b-1 plan applicable to Class A shares.
Responsibilities of the Directors
On an ongoing basis, the Directors will monitor the
Fund for the existence of any material conflicts among the
interests of the five classes of shares. The Directors shall
further monitor on an ongoing basis the use of waivers or
reimbursement by the Adviser and the Distributor of expenses to
guard against cross-subsidization between classes. The Directors,
including a majority of the disinterested Directors, shall take
such action as is reasonably necessary to eliminate any such
conflict that may develop. If a conflict arises, the Adviser and
Distributor, at their own cost, will remedy such conflict up to
and including establishing one or more new registered management
investment companies.
Reports to the Directors
The Adviser and Distributor will be responsible for
reporting any potential or existing conflicts among the classes
of shares to the Directors. In addition, the Directors will
receive quarterly and annual statements concerning distributions
and shareholder servicing expenditures complying with paragraph
(b)(3)(ii) of Rule 12b-1. In the statements, only expenditures
properly attributable to the sale or servicing of a particular
class of shares shall be used to justify any distribution or
service fee charged to that class. The statements, including the
allocations upon which they are based, will be subject to the
review of the disinterested Directors in the exercise of their
fiduciary duties. At least annually, the Directors shall receive
a report from an expert, acceptable to the Directors, (the
"Expert"), with respect to the methodology and procedures for
calculating the net asset value, dividends and distributions for
the classes, and the proper allocation of income and expenses
among the classes. The report of the Expert shall also address
whether the Fund has adequate facilities in place to ensure the
implementation of the methodology and procedures for calculating
the net asset value, dividends and distributions for the classes,
and the proper allocation of income and expenses among the
classes. The Fund and the Adviser will take immediate corrective
measures in the event of any irregularities reported by the
Expert.
Amendments
The Plan may be amended from time to time in accordance
with the provisions and requirements of the Rule.
Disinterested Directors and their Counsel
While the Plan is in effect, the selection and
nomination of Directors who are not "interested persons" of the
Fund (as defined in the Act) will be committed to the discretion
of such disinterested Directors and any person who acts as legal
counsel for the disinterested Directors shall be "independent
legal counsel" as defined in applicable regulations under the
Act.
Amended and restated by action of the Board of Directors this ___
day of ________, 2004.
By: _____________________
Mark R. Manley
Secretary
00250.0264 #490368
↑Top
Filing Submission 0000919574-04-001900 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Tue., Apr. 16, 3:08:54.2am ET 