Given the inflexibility of the board and its perfunctory dismissal of a reasonable acquisition proposal, the company could benefit from some new thinking in the board room.

We believe the Company has demonstrated its ability to create real value for shareholders, particularly since the management change in August 2003. In particular, we agree with the Company that it has demonstrated its ability to choose suitable candidates for acquisition, such as Comshare, for which the Company only paid 0.66 times revenue. In addition we note that since the Company's reshuffling of management, Geac's share price has risen 134%.

The Disney board has been notoriously insular, famously gullible and blindly loyal to Mr. Eisner.

Elliott has not recommended a specific alternative strategy for shareholders to consider. We do not believe that it is in the Fund's best interest to operate without an active management agreement.

[In recommending a vote FOR the B. Riley & Co., Inc. Nominees on the GOLD proxy card, Glass Lewis noted that,] (W)e believe that the current board of directors has failed, in more than one area, to provide adequate oversight regarding the management of the Company. ... Considering the current board's pattern of a lack of oversight and given the plan presented by the Dissidents, we believe that Alliance shareholders would benefit from the appointment of directors that will be more responsive to the requirements of shareholders.

[In recommending a vote FOR the B. Riley & Co., Inc. Nominees onthe GOLD proxy card, Glass Lewis noted that,] (W)e believe that thecurrent board of directors has failed, in more than one area, toprovide adequate oversight regarding the management of the Company. ... Considering the current board's patternof a lack of oversight and given the plan presented by the Dissidents,we believe that Alliance shareholders would benefit from theappointment of directors that will be more responsive to therequirements of shareholders.