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.A — Exhibit 99A-3
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ALLIANCEBERNSTEIN GLOBAL RESEARCH GROWTH FUND, INC.
ARTICLES SUPPLEMENTARY
AllianceBernstein Global Research Growth Fund, Inc., a
Maryland corporation having its principal office in the City of
Baltimore (hereinafter called the "Corporation"), certifies that:
FIRST: The Board of Directors of the Corporation hereby
increases the aggregate number of shares of capital stock that
the Corporation has authority to issue by 6,000,000,000 shares
and hereby classifies such shares as 6,000,000,000 shares of
Class R Common Stock.
SECOND: The shares of the Class R Common Stock as so
classified by the Corporation's Board of Directors shall have the
preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and
terms and conditions of redemption set forth in Article FIFTH of
the Corporation's Charter (other than those provisions of Article
FIFTH which by their terms are applicable solely to other classes
of the Corporation's Common Stock) and shall be subject to all
provisions of the Charter relating to stock of the Corporation
generally, and those set forth as follows:
(1) The assets attributable to the Class R Common
Stock shall be invested in the same investment
portfolio of the Corporation as the assets attributable
to the Class A Common Stock, Class B Common Stock,
Class C Common Stock and Advisor Class Common Stock.
(2) The dividends and distributions of investment
income and capital gains with respect to the Class R
Common Stock shall be in such amount as may be declared
from time to time by the Board of Directors, and such
dividends and distributions may vary from dividends and
distributions of investment income and capital gains
with respect to the Class A Common Stock, Class B
Common Stock, Class C Common Stock and Advisor Class
Common Stock to reflect differing allocations of the
expenses of the Corporation among the holders of the
five classes and any resultant differences among the
net asset values per share of the five classes, to such
extent and for such purposes as the Board of Directors
may deem appropriate. The allocation of investment
income and losses or capital gains and losses and
expenses and liabilities of the Corporation and of
amounts distributable in the event of liquidation or
dissolution of the Corporation among the Class A Common
Stock, the Class B Common Stock, the Class C Common
Stock, the Advisor Class Common Stock and the Class R
Common Stock shall be determined by the Board of
Directors in a manner that is consistent with the
Investment Company Act of 1940, the rules and
regulations thereunder, and the interpretations
thereof, in each case as from time to time amended,
modified or superseded.
(3) Except as may otherwise be required by law
pursuant to any applicable order, rule or
interpretation issued by the Securities and Exchange
Commission, or otherwise, the holders of the Class R
Common Stock shall have (i) exclusive voting rights
with respect to any matter submitted to a vote of
stockholders that affects only holders of the Class R
Common Stock, including without limitation, the
provisions of any distribution plan adopted by the
Corporation pursuant to Rule 12b-1 under the Investment
Company Act of 1940 (a "Plan") applicable to Class R
Common Stock and (ii) no voting rights with respect to
the provisions of any Plan applicable to the Class A
Common Stock, Class B Common Stock or Class C Common
Stock or with regard to any other matter submitted to a
vote of stockholders which does not affect holders of
the Class R Common Stock.
THIRD: A. Immediately before the increase in authorized
capital stock provided for herein, the total number of shares of
stock of all classes which the Corporation had authority to issue
was 24,000,000,000 shares, the par value of each class of stock
being $.001 per share, with an aggregate par value of
$24,000,000, of which 6,000,000,000 shares were classified as
shares of Class A Common Stock, 6,000,000,000 shares were
classified as shares of Class B Common Stock, 6,000,000,000
shares were classified as shares of Class C Common Stock and
6,000,000,000 shares were classified as shares of Advisor Class
Common Stock.
B. Immediately after the increase in authorized capital
stock provided for herein, the total number of shares of stock of
all classes which the Corporation has authority to issue is
30,000,000,000 shares, the par value of each class of stock being
$.001 per share, with an aggregate par value of $30,000,000, of
which 6,000,000,000 shares are classified as shares of Class A
Common Stock, 6,000,000,000 shares are classified as shares of
Class B Common Stock, 6,000,000,000 shares are classified as
shares of Class C Common Stock, 6,000,000,000 shares are
classified as shares of Advisor Class Common Stock and
6,000,000,000 shares are classified as shares of Class R Common
Stock.
FOURTH: The Corporation is registered as an open-end
company under the Investment Company Act of 1940.
FIFTH: The total number of shares that the Corporation
has authority to issue has been increased by the Board of
Directors in accordance with Section 2-105(c) of the Maryland
General Corporation Law.
SIXTH: The shares aforesaid have been duly classified
by the Corporation's Board of Directors pursuant to authority and
power contained in the Corporation's Charter.
[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, AllianceBernstein Global Research
Growth Fund, Inc. has caused these Articles Supplementary to be
executed by its President and witnessed by its Secretary on this
16th day of June, 2004. The President of the Corporation who
signed these Articles Supplementary acknowledges them to be the
act of the Corporation and states under the penalties of perjury
that, to the best of his knowledge, information and belief, the
matters and facts set forth herein relating to authorization and
approval hereof are true in all material respects.
ALLIANCEBERNSTEIN GLOBAL RESEARCH
GROWTH FUND, INC.
By: /s/ Marc O. Mayer
---------------------
Marc O. Mayer
President
Witness: /s/ Mark R. Manley
-----------------------
Mark R. Manley
Secretary
00250.0157 #489409
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