N-14 8C/A as filed with the Securities and Exchange Commission on June 1, 2009

                                              Securities Act File No. 333-158967
                                       Investment Company Act File No. 811-07732

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                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
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                                    FORM N-14

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                        Pre-Effective Amendment No. 1
                        Post-Effective Amendment No. [__]
                        (Check appropriate box or boxes)

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                 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)

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                                 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
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                  Approximate Date Of Proposed Public Offering:
             As soon as practicable after the Registration Statement
               becomes effective under the Securities Act of 1933.
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         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)

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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. Georgeson Inc. (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 19, 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

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                             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.

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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 19,
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.

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's original expiration date was June 1, 2009 but Managed Dollar increased
the tender offer to 3,329,202 shares of common stock representing 18% of the
outstanding shares. The amended tender offer expired on June 11, 2009. The price
per share will be the NAV as of the close of the regular trading session of the
NYSE on June 12, 2009, the first business day following the new expiration date.
See "Voting Information" on page [__] for more information on the tender offer.

       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%. The Board of Directors of Global High
Income has not determined that it is in the best interest of the Fund to
repurchase shares or conduct a tender offer even though the Fund's shares at
times have traded at a discount to NAV in excess of 5%. The trading history and
share price data for the Funds are provided in Appendix G.

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%. The Directors of Global High Income have not
          determined that it is in the best interest of the Fund to repurchase
          shares or conduct a tender offer even though the Fund's shares at
          times 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
          potential higher earnings of Global High Income because of Global High
          Income's greater flexibility to seek high income from foreign and
          domestic corporate and sovereign debt securities denominated either in
          the U.S. Dollar or in local currencies, 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 19, 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.


     On May 18, 2009, Bulldog Investors General Partnership ("BIGP"), whose
affiliates beneficially owned approximately 5.9% of Managed Dollar's outstanding
shares of common stock as of May 29, 2009, filed preliminary proxy materials
with the SEC to solicit proxies in opposition to the Acquisition. After
discussions with BIGP and its principals, Phillip Goldstein and Andrew Dakos,
the Board determined that it was in the best interests of Managed Dollar to
enter into an agreement with BGIP. Under the agreement between BGIP and Managed
Dollar, dated May 29, 2009 (the "Agreement"), (1) BIGP agreed, among other
things, to abandon its proxy solicitation and to vote its shares in favor of the
Acquisition and (2) Managed Dollar agreed to increase the tender offer for its
shares, which was scheduled to expire on June 1, 2009, from 5% of the shares of
its common stock issued and outstanding on May 1, 2009, or 924,778 shares, to
approximately 18% of its shares, or 3,329,202 shares. As a result of the
Agreement, the tender offer was extended to June 11, 2009.

     If any proposal, other than the Proposal, 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. Managed Dollar
has not received notices of, and is not 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 Georgeson Inc. (the "Proxy Solicitor"), 199
Water Street, 26th Floor, New York, NY 10038, 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. The Directors of Global High Income have not
determined that it is in the best interest of the Fund to repurchase shares or
conduct a tender offer even though the Fund's shares at times have traded at a
discount to NAV in excess of 5%.


     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). When the number of
shares tendered exceeds the number of shares offered for purchase, a Fund will
purchase shares from tendering stockholders on a pro rata basis, unless the Fund
determines not to purchase any shares. 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





This is filed pursuant to Rule 497(c).
File Nos. 333-[______] and 811-07732.


                 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 could 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). When the number of shares tendered exceeds the
number of shares offered for purchase, a Fund will purchase shares from
tendering stockholders on a pro rata basis, unless the Fund determines not to
purchase any shares. 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.


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                              FINANCIAL STATEMENTS

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          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
                                                        --------------     --------------    --------------       --------------

Total 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 (7)

  (12)          Opinion of Seward & Kissel LLP as to tax consequences (8)

  (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. (9)

  (13)(d)       Shareholder Inquiry Agency Agreement with AllianceBernstein
                Investor Services, Inc., (formerly, Alliance Global Investor
                Services, Inc.) (10)

  (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.  Incorporated by reference from Registrant's Registration Statement on Form
N-14/8C (File Nos. 333-158967 and 811-07732), filed with the Securities and
Exchange Commission on May 4, 2009.

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.  Filed herewith.

8.  To be filed by means of a Post-Effective Amendment hereto.

9.  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.

10.  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 1st day of June, 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      June 1, 2009
   -------------------               Executive Officer
       Robert M. Keith

2. Principal Financial and
   Accounting Officer:

   /s/ Joseph J. Mantineo            Treasurer and            June 1, 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                                   June 1, 2009
      --------------------
         Andrew L. Gangolf
        (Attorney-in-fact)



                                Index to Exhibits

Exhibit No.        Description of Exhibits
-----------        -----------------------

(11)               Opinion of Seward & Kissel LLP




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