SCHEDULE 14A INFORMATION
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(Amendment No. ___)
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AllianceBernstein Income Fund, Inc.
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[LOGO]
ALLIANCEBERNSTEIN
ALLIANCEBERNSTEIN INCOME FUND, INC.
ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC.
ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC.
ALLIANCE CALIFORNIA MUNICIPAL INCOME FUND, INC.
ALLIANCE NEW YORK MUNICIPAL INCOME FUND, INC.
--------------------------------------------------------------------------------
1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
--------------------------------------------------------------------------------
NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS
March 30, 2011
To the stockholders of AllianceBernstein Income Fund, Inc. ("ABIF"),
AllianceBernstein Global High Income Fund, Inc. ("AGHIF"), AllianceBernstein
National Municipal Income Fund, Inc. ("ANMIF"), Alliance California Municipal
Income Fund, Inc. ("ACMIF") and Alliance New York Municipal Income Fund, Inc.
("ANYMIF"):
Notice is hereby given that a Joint Annual Meeting of Stockholders (the
"Meeting") of ABIF, AGHIF, ANMIF, ACMIF and ANYMIF, each of which is a Maryland
corporation (individually, a "Fund" and collectively, the "Funds"), will be
held at the offices of the Funds, 1345 Avenue of the Americas, 41st Floor, New
York, New York 10105, on March 30, 2011 at 3:00 p.m., Eastern Time, for the
following purposes, all of which are more fully described in the accompanying
Proxy Statement dated February 25, 2011:
1. To elect three Directors of each Fund, each such Director to hold office
for a term of three years, as provided herein, and until his successor
is duly elected and qualifies; and
2. To transact such other business as may properly come before the Meeting.
Any stockholder of record of ABIF, AGHIF, ANMIF, ACMIF and ANYMIF at the
close of business on February 14, 2011 is entitled to notice of, and to vote
at, the Meeting or any postponement or adjournment thereof. The enclosed proxy
is being solicited on behalf of the Board of Directors of each Fund.
By Order of the Boards of Directors,
Emilie D. Wrapp
Secretary
New York, New York
February 25, 2011
--------------------------------------------------------------------------------
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. You may also, by telephone or through the
Internet, authorize proxies to cast your vote. To do so, please follow the
instructions on the enclosed Proxy Card. Your vote is very important no matter
how many shares you own. Please complete, date, sign and return your proxy
promptly in order to save the Funds any additional cost of further proxy
solicitation and in order for the Meeting to be held as scheduled.
--------------------------------------------------------------------------------
AllianceBernstein(R) and the AB Logo are registered trademarks and service
marks used by permission of the owner, AllianceBernstein L.P.
PROXY STATEMENT
ALLIANCEBERNSTEIN INCOME FUND, INC.
ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC.
ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC.
ALLIANCE CALIFORNIA MUNICIPAL INCOME FUND, INC.
ALLIANCE NEW YORK MUNICIPAL INCOME FUND, INC.
1345 Avenue of the Americas
New York, New York 10105
-----------------
JOINT ANNUAL MEETING OF STOCKHOLDERS
March 30, 2011
-----------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the respective Boards of Directors of AllianceBernstein
Income Fund, Inc. ("ABIF"), AllianceBernstein Global High Income Fund, Inc.
("AGHIF"), AllianceBernstein National Municipal Income Fund, Inc. ("ANMIF"),
Alliance California Municipal Income Fund, Inc. ("ACMIF") and Alliance New York
Municipal Income Fund, Inc. ("ANYMIF"), each of which is a Maryland corporation
(individually, a "Fund" and collectively, the "Funds"), to be voted at a Joint
Annual Meeting of Stockholders of the Funds (the "Meeting"), to be held at the
offices of the Funds, 1345 Avenue of the Americas, New York, New York 10105, on
March 30, 2011 at 3:00 p.m., Eastern Time. The solicitation will be by mail and
the cost for each Fund will be borne by that Fund. The Notice of Meeting, Proxy
Statement and Proxy Card are being mailed to stockholders on or about
February 25, 2011.
Any stockholder who owned shares of ABIF, AGHIF, ANMIF, ACMIF and ANYMIF on
February 14, 2011 (the "Record Date") is entitled to notice of, and to vote at,
the Meeting and any postponement or adjournment thereof. Each share is entitled
to one vote.
Important Notice Regarding Availability of Proxy Materials for the
Stockholders' Meeting to Be Held on Wednesday, March 30, 2011. The Proxy
Statement is available on the Internet at
www.alliancebernstein.com/abfundsproxy.
1
PROPOSAL ONE
ELECTION OF DIRECTORS
At the Meeting, three Directors of each Fund will be elected to serve for
terms of three years and, in each case, until his successor is elected and
qualifies. The affirmative vote of a majority of the votes entitled to be cast
by a Fund's stockholders is required to elect a Director. It is the intention
of the persons named in the enclosed proxy to nominate and vote in favor of the
election of each of the nominees.
At the Meeting, the holders of each series of preferred stock of ANMIF,
ACMIF and ANYMIF (the "Preferred Stockholders") will have equal voting rights
with the holders of the common stock of ANMIF, ACMIF and ANYMIF (i.e., one vote
per share), respectively, and will vote together with the holders of the common
stock as a single class on proposals that may be properly presented at the
Meeting applicable to their respective Funds, as described below. The Preferred
Stockholders, voting separately as a class, have the right to elect two
Directors of their Fund ("Preferred Directors"). The Preferred Directors are
John H. Dobkin and Michael J. Downey and each are members of Class One of
ANMIF, ACMIF and ANYMIF. While the Preferred Stockholders have the right to
elect the Preferred Directors, the Preferred Directors are not standing for
election at the Meeting because the terms of the Class One Directors do not
expire until 2013.
Under the Funds' respective Charters and Bylaws, the Board of Directors of
each Fund (the "Board") has been divided into three classes. For all of the
Funds, the terms of Class Two Directors will expire as of the Meeting, the
terms of Class Three Directors will expire as of the annual meeting of
stockholders to be held in 2012 and the terms of Class One Directors will
expire as of the annual meeting of stockholders to be held in 2013. Upon
expiration of the terms of the Directors of each class as set forth above, the
terms of their successors in that class will continue until the end of their
terms and until their successors are duly elected and qualify.
Under this classified Board structure, only those Directors in a single
class are required to be elected at the annual meeting of stockholders. It
would require two years of annual meeting elections to change a majority of the
Board of Directors of a Fund, although Maryland law provides that stockholders
may remove Directors under certain circumstances even if they are not then
standing for re-election. This classified Board structure, which may be
regarded as an "anti-takeover" provision, may make it more difficult for a
Fund's stockholders to change the majority of Directors of the Fund and, thus,
have the effect of maintaining the continuity of management.
At the Meeting, William H. Foulk, Jr. and D. James Guzy are standing for
election in Class Two of each Fund; John H. Dobkin is standing for election in
Class Two of AGHIF; and Robert M. Keith is standing for election in Class Two
of ABIF, ANMIF, ACMIF and ANYMIF. Each nominee has consented to serve as a
Director. The Boards know of no reason why any of the nominees for the Boards
will be unable to serve, but in the event any nominee is unable to serve or for
good cause will not serve, the proxies received indicating a vote in favor of
such nominee will be voted for such substitute nominees as the Boards may
recommend.
2
Certain information concerning the Funds' Directors and nominee for Director
is set forth below.
NUMBER OF
PORTFOLIOS OTHER
IN PUBLIC
YEAR ALLIANCE- COMPANY
TERM BERNSTEIN DIRECTORSHIPS
AS A FUND HELD BY
DIRECTOR PRINCIPAL OCCUPATION(S) COMPLEX DIRECTOR
NAME, ADDRESS* WILL YEARS OF DURING PAST 5 YEARS OVERSEEN DURING THE
AND AGE EXPIRE SERVICE** OR LONGER BY DIRECTOR PAST 5 YEARS
---------------------------- -------- ----------- ---------------------------- ----------- -------------
INDEPENDENT
DIRECTORS
Chairman of the Board Class AGHIF: 18 Investment Adviser and an 97 None
William H. Foulk, Jr., #,## Two ABIF: 13, Independent Consultant
78 (Each ANMIF, since prior to 2006.
Fund ACMIF and Previously, he was Senior
2014)+ ANYMIF: 9 Manager of Barrett
Associates, Inc., a
registered investment
adviser. 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. He has served as
a director or trustee of
various AllianceBernstein
Funds since 1983 and has
been Chairman of the
AllianceBernstein Funds
and of the Independent
Directors Committee of
such Funds since 2003.
John H. Dobkin, # Class ABIF: 13 Independent Consultant 96 None
69 One AGHIF: 18, since prior to 2006.
(ABIF, ANMIF, Formerly, President of
ANMIF, ACMIF and Save Venice, Inc.
ACMIF ANYMIF: 9 (preservation organization)
and from 2001-2002; Senior
ANYMIF Advisor from June 1999-
2013) June 2000 and President of
Historic Hudson Valley
Class (historic preservation)
Two from December 1989-May
(AGHIF 1999. Previously, Director
2014)+ of the National Academy
of Design. He has served
as a director or trustee of
various AllianceBernstein
Funds since 1992.
3
Number of
Portfolios Other
in Public
Year Alliance- Company
Term Bernstein Directorships
as a Fund Held by
Director Principal Occupation(s) Complex Director
Name, Address* Will Years of During Past 5 Years Overseen During the Past
and Age Expire Service** or Longer by Director 5 Years
--------------------- -------- --------- ------------------------------ ----------- ---------------
Michael J. Downey, # Class Each Private Investor since prior 96 Asia Pacific
67 One Fund: 6 to 2006. Formerly, managing Fund, Inc.,
(Each partner of Lexington Capital, and The
Fund LLC (investment advisory Merger Fund
2013) firm) from December 1997 since prior to
until December 2003. From 2006, and
1987 until 1993, Chairman Prospect
and CEO of Prudential Acquisition
Mutual Fund Management, Corp.
director of the Prudential (financial
Mutual Funds, and member services) from
of the Executive Committee 2007 until
of Prudential Securities Inc. 2009
He has served as a director
or trustee of the
AllianceBernstein Funds
since 2005.
D. James Guzy, # Class Each Chairman of the Board of 96 Cirrus Logic
74 Two Fund: 5 PLX Technology (semi- Corporation
(Each conductors) and of SRC (semi-
Fund Computers Inc., with which conductors)
2014)+ he has been associated since and PLX
prior to 2006. He was a Technology,
Director of Intel Corporation Inc. (semi-
(semi-conductors) from 1969 conductors)
until 2008, and served as since prior to
Chairman of the Finance 2006 and Intel
Committee of such company Corporation
for several years until May (semi-
2008. He has served as a conductors)
director or trustee of one or since prior to
more of the 2006 until
AllianceBernstein Funds 2008
since 1982.
4
Number of
Portfolios Other
in Public
Year Alliance- Company
Term Bernstein Directorships
as a Fund Held by
Director Principal Occupation(s) Complex Director
Name, Address* Will Years of During Past 5 Years Overseen During the
and Age Expire Service** or Longer by Director Past 5 Years
-------------------- -------- --------- --------------------------------- ----------- -------------
Nancy P. Jacklin, # Class Each Professorial Lecturer at the 96 None
62 One Fund: 5 Johns Hopkins School of
(Each Advanced International
Fund Studies since 2008. Formerly,
2013) 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 New
York; and member of the
Council on Foreign Relations.
She has served as a director or
trustee of the
AllianceBernstein Funds
since 2006.
Garry L. Moody, # Class Each Independent Consultant. 96 None
58 Three Fund: 3 Formerly, Partner, Deloitte &
(Each Touche LLP (1995-2008)
Fund where he held a number of
2012) senior positions, including
Vice Chairman, and U.S. and
Global Investment
Management Practice
Managing Partner; President,
Fidelity Accounting and
Custody Services Company
(1993-1995); and Partner,
Ernst & Young LLP (1975-
1993), where he served as the
National Director of Mutual
Fund Tax Services. He has
served as a director or trustee,
and as Chairman of the Audit
Committee, of most of the
AllianceBernstein Funds
since 2008.
5
Number of
Portfolios Other
in Public
Year Alliance- Company
Term Bernstein Directorships
as a Fund Held by
Director Principal Occupation(s) Complex Director
Name, Address* Will Years of During Past 5 Years Overseen During the Past
and Age Expire Service** or Longer by Director 5 Years
--------------------------- -------- --------- -------------------------------- ----------- ----------------
Marshall C. Turner, Jr., # Class Each Private Investor since prior to 96 Xilinx, Inc.
69 Three Fund: 5 2006. Interim CEO of MEMC (programmable
(Each Electronic Materials, Inc. logic semi-
Fund (semi-conductor and solar cell conductors)
2012) substrates) from November and MEMC
2008 until March 2009. He Electronic
was Chairman and CEO of Materials, Inc.
Dupont Photomasks, Inc. (semi-
(components of semi- conductor and
conductor manufacturing), solar cell
2003-2005, and President and substrates)
CEO, 2005-2006, after the since prior to
company was acquired and 2006
renamed Toppan Photomasks,
Inc. He has served as a
director or trustee of one or
more of the AllianceBernstein
Funds since 1992.
Earl D. Weiner, # Class Each Of Counsel, and Partner prior 96 None
71 Three Fund: 4 to January 2007, of the law
(Each firm Sullivan & Cromwell
Fund LLP and member of ABA
2012) Federal Regulation of
Securities Committee Task
Force to draft editions of the
Fund Director's Guidebook.
He has served as a director or
trustee of the
AllianceBernstein Funds
since 2007 and is Chairman
of the Governance and
Nominating Committee of
most of the Funds.
6
Number of
Portfolios Other
in Public
Year Alliance- Company
Term Bernstein Directorships
as a Fund Held by
Director Principal Occupation(s) Complex Director
Name, Address* Will Years of During Past 5 Years Overseen During the
and Age Expire Service** or Longer by Director Past 5 Years
-------------------- --------- --------- ------------------------------- ----------- -------------
INTERESTED
DIRECTOR
Robert M. Keith, ++ Class One Each Senior Vice President of 97 None
1345 Avenue of the (AGHIF Fund: 2 AllianceBernstein L.P. (the
Americas, 2013) "Adviser")*** and head of
New York, NY 10105 AllianceBernstein
50 Class Two Investments Inc. ("ABI")***
(ABIF, since July 2008; Director of
ANMIF, ABI and President of the
ACMIF AllianceBernstein Mutual
and Funds. Previously, he served
ANYMIF as Executive Managing
2014)+ Director of ABI from
December 2006 to June 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, 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.
--------
* The address for each of the Fund's Independent Directors is c/o
AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the
Americas, New York, NY 10105.
** "Years of Service" refers to the total number of years served as a Director.
***The Adviser and ABI are affiliates of each Fund.
# Member of the Audit Committee, the Governance and Nominating Committee, and
the Independent Directors Committee of each Fund.
## Member of the Fair Value Pricing Committee of each Fund.
+ If elected at the Meeting.
++ Mr. Keith is an "interested person," as defined in Section 2(a)(19) of the
Investment Company Act of 1940 (the "Act"), of each Fund due to his position
as a Senior Vice President of the Adviser.
7
The dollar range of the Funds' 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 the Funds Fund Complex as of
as of December 31, 2010 December 31, 2010
----------------------- ------------------
Independent Directors
John H. Dobkin ABIF: $10,001-$50,000 Over $100,000
Michael J. Downey ABIF: $1-$10,000 Over $100,000
William H. Foulk, Jr. ABIF: $10,001-$50,000 Over $100,000
AGHIF: $10,001-$50,000
ANMIF: $1-$10,000
D. James Guzy AGHIF: $10,001-$50,000 Over $100,000
Garry L. Moody ABIF: $10,001-$50,000 Over $100,000
Nancy P. Jacklin AGHIF: $10,001-$50,000 Over $100,000
Marshall C. Turner, Jr. ABIF: $10,001-$50,000 Over $100,000
Earl D. Weiner AGHIF: $10,001-$50,000 Over $100,000
ANYMIF: $1-$10,000
Interested Director
Robert M. Keith None None
The business and affairs of the Funds are managed under the direction of the
Boards. Directors who are not "interested persons" of the Funds as defined in
the Act, are referred to as "Independent Directors", and Directors who are
"interested persons" of the Funds are referred to as "Interested Directors".
Certain information concerning the Funds' governance structure and each
Director is set forth below.
Experience, Skills, Attributes and Qualifications of the Funds' Directors.
The Governance and Nominating Committee of each Fund's Board, which is composed
of Independent Directors, reviews the experience, qualifications, attributes
and skills of potential candidates for nomination or election by the Board, and
conducts a similar review in connection with the proposed nomination of current
Directors for re-election by stockholders at any annual or special meeting of
stockholders. In evaluating a candidate for nomination or election as a
Director, the Governance and Nominating Committee takes into account the
contribution that the candidate would be expected to make to the diverse mix of
experience, qualifications, attributes and
8
skills that the Governance and Nominating Committee believes contributes to
good governance for the Fund. Additional information concerning the Governance
and Nominating Committee's consideration of nominees appears in the description
of the Committee below.
Each Board believes that, collectively, the Directors have balanced and
diverse experience, qualifications, attributes and skills, which allow the
Board to operate effectively in governing the Fund and protecting the interests
of stockholders. Each Board has concluded that, based on each Director's
experience, qualifications, attributes or skills on an individual basis and in
combination with those of the other Directors, each Director is qualified and
should continue to serve as such.
In determining that a particular Director was and continues to be qualified
to serve as a Director, each Board has considered a variety of criteria, none
of which, in isolation, was controlling. In addition, each Board has taken into
account the actual service and commitment of each Director during his or her
tenure (including the Director's commitment and participation in Board and
committee meetings, as well as his or her current and prior leadership of
standing and ad hoc committees) in concluding that each should continue to
serve. Additional information about the specific experience, skills, attributes
and qualifications of each Director, which in each case led to the Board's
conclusion that the Director should serve (or continue to serve) as Director of
the Fund, is provided in the table above and in the next paragraph.
Among other attributes and qualifications common to all Directors are their
ability to review critically, evaluate, question and discuss information
provided to them (including information requested by the Directors), to
interact effectively with the Adviser, other service providers, counsel and the
Fund's independent registered public accounting firm, and to exercise effective
business judgment in the performance of their duties as Directors. In addition
to his or her service as a Director of the Funds and other AllianceBernstein
Funds as noted in the table above: Mr. Dobkin has experience as an executive of
a number of organizations and served as Chairman of the Audit Committee of many
of the AllianceBernstein Funds from 2001 to 2008; Mr. Downey has experience in
the investment advisory business including as Chairman and Chief Executive
Officer of a large fund complex and as director of a number of
non-AllianceBernstein funds and as Chairman of a non-AllianceBernstein
closed-end fund; Mr. Foulk has experience in the investment advisory and
securities businesses, including as Deputy Controller and Chief Investment
Officer of the State of New York (where his responsibilities included bond
issuances, cash management and oversight of the New York Common Retirement
Fund), has served as Chairman of the AllianceBernstein Funds and of the
Independent Directors Committee since 2003, and is active in a number of mutual
fund related organizations and committees; Mr. Guzy has experience as a
corporate director including as Chairman of a public company and Chairman of the
9
Finance Committee of a large public technology company; Ms. Jacklin has
experience as a financial services regulator including as U.S. Executive
Director of the International Monetary Fund, which is responsible for ensuring
the stability of the international monetary system, and as a financial services
lawyer in private practice; Mr. Keith has experience as an executive of the
Adviser, with responsibility for, among other things, the AllianceBernstein
Funds; Mr. Moody has experience as a certified public accountant including
experience as Vice Chairman and U.S. and Global Investment Management Practice
Partner for a major accounting firm, is a member of the governing council of an
organization of independent directors of mutual funds, and has served as
Chairman of the Audit Committee of most of the AllianceBernstein Funds since
2008; Mr. Turner has experience as a director (including as Chairman and Chief
Executive officer of a number of companies) and as a venture capital investor
including prior service as general partner of three institutional venture
capital partnerships; and Mr. Weiner has experience as a securities lawyer
whose practice includes registered investment companies and as Chairman,
director or trustee of a number of boards, and has served as Chairman of the
Governance and Nominating Committee of most of the AllianceBernstein Funds
since 2007. The disclosure herein of a director's experience, qualifications,
attributes and skills does not impose on such director any duties, obligations,
or liability that are greater than the duties, obligations and liability
imposed on such director as a member of the Board and any committee thereof in
the absence of such experience, qualifications, attributes and skills.
Board Structure and Oversight Function. The Boards are responsible for
oversight of the Funds. Each Fund has engaged the Adviser to manage the Fund on
a day-to-day basis. The Boards are responsible for overseeing the Adviser and
the Funds' other service providers in the operations of the Funds in accordance
with the Funds' investment objective and policies and otherwise in accordance
with its prospectus, the requirements of the 1940 Act and other applicable
Federal, state and other securities and other laws, and each Fund's charter and
bylaws. The Boards typically meet in-person at regularly scheduled meetings
eight times throughout the year. In addition, the Directors may meet in-person
or by telephone at special meetings or on an informal basis at other times. The
Independent Directors also regularly meet without the presence of any
representatives of management. As described below, each Board has established
four standing committees--the Audit, Governance and Nominating, Independent
Directors, and Fair Value Pricing Committees--and may establish ad hoc
committees or working groups from time to time, to assist the Board in
fulfilling its oversight responsibilities. Each committee is composed
exclusively of Independent Directors. The responsibilities of each committee,
including its oversight responsibilities, are described further below. The
Independent Directors have also engaged independent legal counsel, and may from
time to time engage consultants and other advisors, to assist them in
performing their oversight responsibilities.
10
An Independent Director serves as Chairman of the Board. The Chairman's
duties include setting the agenda for each Board meeting in consultation with
management, presiding at each Board meeting, meeting with management between
Board meetings, and facilitating communication and coordination between the
Independent Directors and management. The Directors have determined that the
Board's leadership by an Independent Director and its committees composed
exclusively of Independent Directors is appropriate because they believe it
sets the proper tone to the relationships between the Fund, on the one hand,
and the Adviser and other service providers, on the other, and facilitates the
exercise of the Board's independent judgment in evaluating and managing the
relationships. In addition, each Fund is required to have an Independent
Director as Chairman pursuant to certain 2003 regulatory settlements involving
the Adviser.
Risk Oversight. Each Fund is subject to a number of risks, including
investment, compliance and operational risks. Day-to-day risk management with
respect to the Funds resides with the Adviser or other service providers
(depending on the nature of the risk), subject to supervision by the Adviser.
Each Board has charged the Adviser and its affiliates with (i) identifying
events or circumstances, the occurrence of which could have demonstrable and
material adverse effects on the Fund; (ii) to the extent appropriate,
reasonable or practicable, implementing processes and controls reasonably
designed to lessen the possibility that such events or circumstances occur or
to mitigate the effects of such events or circumstances if they do occur; and
(iii) creating and maintaining a system designed to evaluate continuously, and
to revise as appropriate, the processes and controls described in (i) and
(ii) above.
Risk oversight forms part of the Boards' general oversight of the Funds'
investment program and operations and is addressed as part of various regular
Board and committee activities. Each Fund's investment management and business
affairs are carried out by or through the Adviser and other service providers.
Each of these persons has an independent interest in risk management but the
policies and the methods by which one or more risk management functions are
carried out may differ from the Fund's and each other's in the setting of
priorities, the resources available or the effectiveness of relevant controls.
Oversight of risk management is provided by the Board and the Audit Committee.
The Directors regularly receive reports from, among others, management
(including the Global Heads of Investment Risk and Trading Risk of the
Adviser), the Fund's Senior Officer (who is also the Fund's chief compliance
officer), its independent registered public accounting firm, counsel, and
internal auditors for the Adviser, as appropriate, regarding risks faced by the
Fund and the Adviser's risk management programs.
Not all risks that may affect the Funds can be identified, nor can controls
be developed to eliminate or mitigate their occurrence or effects. It may not
be practical or cost-effective to eliminate or mitigate certain risks, the
processes and controls employed to address certain risks may be limited in
their effectiveness, and some risks are simply beyond the reasonable control of
the Funds or the Adviser, its affiliates or other service providers. Moreover,
it is necessary to bear certain risks (such as
11
investment-related risks) to achieve the Funds' goals. As a result of the
foregoing and other factors the Funds' ability to manage risk is subject to
substantial limitations.
During the Funds' fiscal year ended in 2010, each Fund's Board met eight
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 New York Stock Exchange
("NYSE"). During the Funds' fiscal year ended in 2010, the Audit Committee of
each Fund met five times. During the Funds' fiscal year ended in 2010, the
Governance and Nominating Committee of each Fund met four times.
Each Fund's Board has adopted a charter for its Governance and Nominating
Committee, which is available at www.alliancebernstein.com (click on
AllianceBernstein Mutual Fund Investors U.S. then Investment Products/Mutual
Funds/Closed-End). Pursuant to the charter of the Governance and Nominating
Committee, the 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 may also set
standards or qualifications for Directors and reviews at least annually the
performance of each Director, taking into account factors such as attendance at
meetings, adherence to Board policies, preparation for and participation at
meetings, commitment and contribution to the overall work of the Board and its
committees, and whether there are health or other reasons that might affect a
Director's ability to perform his or her duties. The Committee may consider
candidates as Directors submitted by a Fund's current Board members, officers,
the Adviser, stockholders and other appropriate sources.
The Governance and Nominating Committee will consider candidates submitted
by a stockholder or group of stockholders who have beneficially owned at least
5% of a Fund's outstanding common stock or shares of beneficial interest for at
least two years prior to 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 the Fund no
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.
12
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
the Fund and the candidate's ability to qualify as an Independent Director.
When assessing a candidate for nomination, the Committee considers whether the
individual's background, skills, and experience will complement the background,
skills, and experience of other nominees and will contribute to the diversity
of the Board.
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 Adviser's Valuation
Committee that would result in a change in the Fund's net asset value ("NAV")
by more than $0.01 per share. The Fair Value Pricing Committee did not meet
during any 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 Independent Directors, such as review and
approval of the Advisory and Shareholder Inquiry Agency Agreements. During the
Funds' fiscal year ended in 2010, the Independent Directors Committee of ABIF
met nine times; of AGHIF, nine times; of ANMIF, eight times; of ACMIF, eight
times; and of ANYMIF, eight times.
Each Board has adopted a process for stockholders to send communications to
the Board of their Fund. To communicate with a Board or an individual Director
of a Fund, a stockholder must send a written communication to that Fund's
principal office at the address listed in the Notice of Joint Annual Meeting of
Stockholders accompanying this Proxy Statement, addressed to the Board of that
Fund or the individual Director. All stockholder communications received in
accordance with this process will be forwarded to the Board or the individual
Director to whom or to which the communication is addressed.
None of the Funds pays any fees to, or reimburses expenses of, any Director
during a time when the Director is considered an "interested person" of the
Fund. The aggregate compensation paid by the Funds to the Directors during the
Funds' respective fiscal years ended in 2010, the aggregate compensation paid
to the Directors during calendar year 2010 by all of the investment companies
in the AllianceBernstein Fund Complex, and the total number of investment
companies in the AllianceBernstein Fund Complex as to which the Directors are a
director or trustee and the number of investment portfolios as to which the
Directors are directors or trustees, 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.
13
Number of
Number of Investment
Investment Portfolios
Companies in the within the
AllianceBernstein AllianceBernstein
Compensation Fund Complex, Fund Complex,
from the including the including the
Compensation AllianceBernstein Funds, as to Funds, as to
from the Fund Complex, which the which the
Funds during including the Director is a Director is a
their Fiscal Years Funds, during Director or Director or
Name of Director ended in 2010 2010 Trustee Trustee
------------------------ ------------------ ----------------- ----------------- -----------------
Independent Directors
John H. Dobkin $ 6,209 ABIF $236,900 32 96
$ 6,368 AGHIF
$ 6,264 ANMIF
$ 6,264 ACMIF
$ 6,264 ANYMIF
Michael J. Downey $ 6,209 ABIF $236,900 32 96
$ 6,368 AGHIF
$ 6,264 ANMIF
$ 6,264 ACMIF
$ 6,264 ANYMIF
William H. Foulk, Jr. $11,194 ABIF $482,300 34 97
$11,293 AGHIF
$11,247 ANMIF
$11,247 ACMIF
$11,247 ANYMIF
D. James Guzy $ 6,209 ABIF $236,900 32 96
$ 6,368 AGHIF
$ 6,264 ANMIF
$ 6,264 ACMIF
$ 6,264 ANYMIF
Nancy P. Jacklin $ 6,209 ABIF $236,900 32 96
$ 6,368 AGHIF
$ 6,264 ANMIF
$ 6,264 ACMIF
$ 6,264 ANYMIF
Garry L. Moody $ 7,028 ABIF $264,900 32 96
$ 7,179 AGHIF
$ 7,084 ANMIF
$ 7,084 ACMIF
$ 7,084 ANYMIF
Marshall C. Turner, Jr. $ 6,209 ABIF $236,900 32 96
$ 6,368 AGHIF
$ 6,264 ANMIF
$ 6,264 ACMIF
$ 6,264 ANYMIF
Earl D. Weiner $ 6,638 ABIF $254,900 32 96
$ 6,792 AGHIF
$ 6,693 ANMIF
$ 6,693 ACMIF
$ 6,693 ANYMIF
14
Each Board unanimously recommends that the stockholders vote FOR each of the
nominees to serve as a Director of the applicable Fund. Approval of Proposal
One with respect to each Fund requires the affirmative vote of a majority of
the votes entitled to be cast.
PROXY VOTING AND STOCKHOLDER MEETING
All properly executed and timely received proxies will be voted at the
Meeting in accordance with the instructions marked thereon or as otherwise
provided therein. Accordingly, unless instructions to the contrary are marked
on the proxies, the votes will be cast for the election of the nominees as
Directors for each Fund. If no specification is made on a properly executed
proxy, it will be voted for the matters specified on the Proxy Card. Any
stockholder may revoke that stockholder's proxy at any time prior to exercise
thereof by giving written notice to the Secretary of the Funds at 1345 Avenue
of the Americas, New York, New York 10105, by signing and delivering to the
Secretary another proxy of a later date or by voting in person at the Meeting.
Properly executed proxies may be returned with instructions to abstain from
voting or to withhold authority to vote (an "abstention"). The approval of the
Proposal with respect to each Fund requires an affirmative vote of the holders
of a majority of the votes entitled to be cast. An abstention will be
considered present for purposes of determining the existence of a quorum but
will have the effect of a vote against the Proposal. If any proposal, other
than Proposal One, properly comes before the Meeting, shares represented by
proxies will be voted on all such proposals in the discretion of the person or
persons holding the proxies. The Funds have not received notice of, and are not
otherwise aware of, any other matter to be presented at the Meeting.
A quorum for each Fund for the Meeting will consist of the presence in
person or by proxy of the holders of a majority of the total outstanding shares
of common stock, and preferred stock, if any, of the particular Fund. In the
event that a quorum is not present at the Meeting for a Fund or, even if a
quorum is so present, in the event that sufficient votes in favor of the
position recommended by the Board on the Proposal described in the Proxy
Statement with respect to a Fund are not timely received, the Chairman of the
Board may authorize, or the persons named as proxies may propose and vote for,
one or more adjournments of the Meeting up to 120 days after the Record Date
with respect to that Fund, with no other notice than announcement at the
Meeting, in order to permit further solicitation of proxies. Shares represented
by proxies indicating a vote contrary to the position recommended by the Board
on any proposal as to which the Meeting is proposed to be adjourned will be
voted against adjournment of the Meeting.
The Meeting is scheduled as a joint meeting of the stockholders of the Funds
because the stockholders of all the Funds are to consider and vote on the
election of
15
Directors. Stockholders of each Fund will vote separately on the election of
Directors for that Fund and on any other matter that may properly come before
the Meeting for a Fund. An unfavorable vote by the stockholders of one Fund
will not affect the vote on the election of Directors or any other matter by
the stockholders of another Fund.
Each Fund has engaged Computershare, 199 Water Street, 26/th/ Floor, New
York, New York 10038, to assist in soliciting proxies for the Meeting.
Computershare will receive a total fee of approximately $5,000 for its
services, to be divided equally among the Funds ($1,000 per Fund).
Other Information
Officers of the Funds
Certain information concerning the Funds' officers is set forth below. The
Funds' officers are elected annually by the respective Board until his or her
successor is duly elected and qualifies.
Position(s) (Month and Year Principal Occupation During
Name, Address* and Age First Elected) Past 5 Years
---------------------- -------------------------------- ---------------------------------
Robert M. Keith President and Chief Executive See biography above.
50 Officer, all Funds (09/08)
Philip L. Kirstein Senior Vice President and Senior Vice President and
65 Independent Compliance Officer, Independent Compliance
all Funds (10/04) Officer of the AllianceBernstein
Mutual 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 March 2003.
Robert (Guy) B. Davidson III Senior Vice President, Senior Vice President of the
49 ANMIF (4/02) Adviser**, with which he has
ACMIF (4/02) been associated since prior to
ANYMIF (4/02) 2006.
Douglas J. Peebles Senior Vice President, Senior Vice President of the
45 ANMIF (6/04) Adviser**, with which he has
ACMIF (6/04) been associated since prior to
ANYMIF (6/04) 2006.
Vice President,
ABIF (8/02)
16
Position(s) (Month and Year Principal Occupation During
Name, Address* and Age First Elected) Past 5 Years
---------------------- ------------------------------ --------------------------------
Michael G. Brooks Vice President, Senior Vice President and
62 ANMIF (10/05) Senior Portfolio Manager of the
ACMIF (10/05) Adviser**, with which he has
ANYMIF (10/05) been associated since prior to
2006.
Fred S. Cohen Vice President, Senior Vice President of the
52 ACMIF (10/05) Adviser***, with which he has
ANMIF (10/05) been associated since prior to
ANYMIF (10/05) 2006.
Paul J. DeNoon Vice President, Senior Vice President of the
48 ABIF (3/93) Adviser**, with which he has
AGHIF (4/94) been associated since prior to
2006.
Gershon M. Distenfeld Vice President, Senior Vice President of the
35 ABIF (3/06) Adviser**, with which he has
been associated since prior to
2006.
Terrance T. Hults Vice President, Senior Vice President of the
44 ANMIF (12/01) Adviser**, with which he has
ACMIF (12/01) been associated since prior to
ANYMIF (12/01) 2006.
Michael L. Mon Vice President, Vice President of the
41 ABIF (4/00) Adviser**, with which he has
been associated since prior to
2006.
Matthew S. Sheridan Vice President, Vice President of the
35 ABIF (11/08) Adviser**, with which he has
been associated since prior to
2006.
Joseph J. Mantineo Treasurer and Chief Financial Senior Vice President of
51 Officer, all Funds (8/06) AllianceBernstein Investor
Services, Inc. ("ABIS")**, with
which he has been associated
since prior to 2006.
Phyllis J. Clarke Controller, Vice President of the ABIS**,
50 ABIF (5/09) with which she has been
ANMIF (5/09) associated since prior to 2006.
ACMIF (5/09)
ANYMIF (5/09)
Stephen Woetzel Controller, Vice President of ABIS**, with
39 AGHIF (5/09) which he has been associated
since prior to 2006.
17
Position(s) (Month and Year Principal Occupation During
Name, Address* and Age First Elected) Past 5 Years
---------------------- --------------------------- ---------------------------------
Emilie D. Wrapp Secretary, Senior Vice President, Assistant
55 all Funds (10/05) General Counsel and Assistant
Secretary of ABI**, with which
she has been associated since
prior to 2006.
--------
* The address for the Funds' officers is 1345 Avenue of the Americas, New
York, New York 10105.
** An affiliate of each of the Funds.
Stock Ownership
The outstanding voting shares of ABIF, AGHIF, ANMIF, ACMIF and ANYMIF as of
the Record Date consisted of 242,911,697 shares of common stock of ABIF,
85,171,832 shares of common stock of AGHIF, 28,697,203 shares of common stock
of ANMIF, and 2,677 shares of each of Auction Preferred Shares, Series M,
Series W and Series TH and 1,658 shares of Series T of ANMIF, 8,536,533 shares
of common stock and 1,451 shares of each of Auction Preferred Shares, Series M
and Series T of ACMIF and 4,828,621 shares of common stock and 816 shares of
each of Auction Preferred Shares, Series M and Series T of ANYMIF.
As of February 14, 2011, the Directors and officers of each Fund, both
individually and as a group, owned less than 1% of the shares of any Fund.
During each Fund's most recently completed fiscal year, the Fund's Directors as
a group did not engage in the purchase or sale of more than 1% of any class of
securities of the Adviser or of any of its parents or subsidiaries.
Audit Committee Report
The following Audit Committee Report was adopted by the Audit Committee of
each Fund.
The Audit Committee operates pursuant to a written charter, a copy of which
may be found on the Adviser's website at www.alliancebernstein.com (click on
AllianceBernstein Mutual Fund Investors U.S. then Investment Products/Mutual
Funds/Closed-End). The purposes of the Audit Committee are to (1) assist the
Board in its oversight of the accounting and financial reporting policies and
practices of the Fund, including (i) the quality and integrity of the Fund's
financial statements and the independent audit thereof; (ii) the Fund's
compliance with legal and regulatory requirements, particularly those that
relate to the Fund's accounting, financial reporting, internal controls over
financial reporting, and independent audits; (iii) the retention, independence,
qualifications and performance of the independent accountants; (iv) meeting
with representatives of the internal audit department of the Adviser regarding
such department's activities relating to the
18
Fund; and (v) the Fund's compliance with applicable laws by receiving reports
from counsel who believe they have credible evidence of a material violation of
law by the Fund or by someone owing a fiduciary or other duty to the Fund; and
(2) to prepare this report. As set forth in the Audit Committee Charter,
management of the Fund is responsible for the preparation, presentation and
integrity of the Fund's financial statements, the Fund's accounting and
financial reporting principles and internal controls and procedures designed to
assure compliance with accounting standards and applicable laws and
regulations. The independent registered public accounting firm is responsible
for auditing the Fund's financial statements and expressing an opinion as to
their conformity with generally accepted accounting principles.
In the performance of its oversight function, the Audit Committee has
considered and discussed the audited financial statements with management and
the independent registered public accounting firm of the Fund. The Audit
Committee has also discussed with the independent registered public accounting
firm the matters required to be discussed by Statement on Auditing Standards
No. 61, Communication with Audit Committees, as currently in effect. The Audit
Committee has also considered whether the provision of any non-audit services
not pre-approved by the Audit Committee provided by the Fund's independent
registered public accounting firm to the Adviser and to any entity controlling,
controlled by or under common control with the Adviser that provides ongoing
services to the Fund is compatible with maintaining the independent registered
public accounting firm's independence. Finally, the Audit Committee has
received the written disclosures and the letter from the independent registered
public accounting firm required by Public Company Accounting Oversight Board
Rule 3526, Communications with Audit Committees Concerning Independence, as
currently in effect, and has discussed the independent registered public
accounting firm's independence with such firm.
The members of the Fund's Audit Committee are not full-time employees of the
Fund and are not performing the functions of auditors or accountants. As such,
it is not the duty or responsibility of the Audit Committee or its members to
conduct "field work" or other types of auditing or accounting reviews or
procedures or to set auditor independence standards. Members of the Audit
Committee necessarily rely on the information provided to them by management
and the independent registered public accounting firm. Accordingly, the Audit
Committee's considerations and discussions referred to above do not assure that
the audit of the Fund's financial statements has been carried out in accordance
with generally accepted auditing standards, that the financial statements are
presented in accordance with generally accepted accounting principles or that
the Fund's independent registered public accounting firm is in fact
"independent".
Based upon the reports and discussions described in this report, and subject
to the limitations on the role and responsibilities of the Audit Committee
referred to above and in the Audit Committee Charter, the Audit Committee
recommended to
19
the Board that the audited financial statements of the Fund be included in the
Fund's annual report to stockholders for the most recent fiscal year.
Submitted by the Audit Committee of each Fund's Board of Directors:
John H. Dobkin Nancy P. Jacklin
Michael J. Downey Garry L. Moody
William H. Foulk, Jr. Marshall C. Turner, Jr.
D. James Guzy Earl D. Weiner
Approval of Independent Registered Public Accounting Firms by Boards
The Audit Committee of each Fund is responsible for the appointment,
compensation, retention and oversight of the work of the Fund's independent
registered public accounting firm. In addition, the Board approved the
independent registered public accounting firm of each Fund as required by the
Act on the date specified below. The Board of each of the Funds at meetings
held on February 2-4, 2010 (AGHIF) and November 2-4, 2010 (ABIF, ANMIF, ACMIF
and ANYMIF), respectively, approved by the vote, cast in person, of a majority
of the Directors of each Fund, including a majority of the Directors who are
not "interested persons" of each Fund, Ernst & Young LLP, independent
registered public accounting firm to audit the accounts (for the fiscal year
ending) of AGHIF (March 31, 2011), ANMIF, ACMIF and ANYMIF (October 31, 2011)
and ABIF (December 31, 2011).
Ernst & Young LLP has audited the accounts of ABIF, AGHIF, ANMIF, ACMIF and
ANYMIF since the respective dates of the commencement of each of the Fund's
operations, and has represented that it does not have any direct financial
interest or any material indirect financial interest in any of the Funds.
Representatives of Ernst & Young LLP are expected to attend the Meeting, to
have the opportunity to make a statement and to respond to appropriate
questions from the stockholders.
Independent Registered Public Accounting Firm's Fees
The following table sets forth the aggregate fees billed by the independent
registered public accounting firm for each Fund's last two fiscal years for
professional services rendered for: (i) the audit of the Fund's annual
financial statements included in the Fund's annual report to stockholders;
(ii) assurance and related services that are reasonably related to the
performance of the audit of the Fund's financial statements and are not
reported under (i), which include advice and education on accounting and
auditing issues, quarterly press release reviews and preferred stock
maintenance testing (for those Funds that issue preferred stock); (iii) tax
compliance, tax advice and tax return preparation; and (iv) aggregate non-audit
services provided to the Fund, the Fund's Adviser and entities that con-
20
trol, are controlled by or under common control with the Adviser that provide
ongoing services to the Fund ("Service Affiliates"), which include conducting
an annual internal control report pursuant to Statement on Auditing Standards
No. 70. No other services were provided by the independent registered public
accounting firm to any Fund during this period.
All Fees for
Non-Audit
Services
All Other Provided to
Fees for the Fund,
Services the Adviser
Audit Provided and Service
Audit Fees Related Fees Tax Fees to Fund Affiliates*
---------- ------------ -------- --------- ------------
AllianceBernstein 2009 $68,902 $10,000 $19,692 $0 $962,264
Income Fund, Inc. 2010 $57,500 $ 8,000 $17,506 $0 $663,646
AllianceBernstein Global 2009 $67,200 $ 6,350 $21,166 $0 $536,950
High Income Fund, Inc. 2010 $58,658 $ 7,200 $19,096 $0 $956,828
AllianceBernstein
National Municipal 2009 $48,000 $ 8,000 $ 5,500 $0 $788,157
Income Fund, Inc. 2010 $32,500 $ 8,000 $11,924 $0 $712,104
Alliance California Municipal 2009 $48,000 $ 8,000 $ 5,500 $0 $788,157
Income Fund, Inc. 2010 $32,500 $ 8,000 $11,924 $0 $712,104
Alliance New York
Municipal Income 2009 $48,000 $ 8,000 $ 5,500 $0 $788,157
Fund, Inc. 2010 $32,500 $ 8,000 $11,924 $0 $712,104
--------
* The fees vary because they are presented based on each Fund's last two
fiscal years and reflect fees for non-audit services for different periods.
Beginning with audit and non-audit service contracts entered into on or
after May 6, 2003, the Funds' Audit Committee policies and procedures require
the pre-approval of all audit and non-audit services provided to a Fund by the
Fund's independent registered public accounting firm. A Fund's Audit Committee
policies and procedures also require pre-approval of all audit and non-audit
services provided to the Adviser and Service Affiliates to the extent that
these services are directly related to the operations or financial reporting of
the Fund. Accordingly, all of the amounts in the table for Audit Fees,
Audit-Related Fees and Tax Fees for 2010 are for services pre-approved by each
Fund's Audit Committee. The amounts of the Fees for Non-Audit Services provided
to the Fund, the Adviser and Service Affiliates in the table for each Fund that
were subject to pre-approval by the Audit Committee for 2010 were ABIF,
$153,221 (comprising $135,715 of audit related fees and $17,506 of tax fees);
AGHIF, $270,142 (comprising $251,046 of audit related fees and $19,096 of tax
fees); ANMIF, $147,639 (comprising $135,715 of audit related fees and $11,924
of tax fees); ACMIF, $147,639 (comprising
21
$135,715 of audit related fees and $11,924 of tax fees); and ANYMIF, $147,639
(comprising $135,715 of audit related fees and $11,924 of tax fees). The Audit
Committee of each Fund has considered whether the provision of any non-audit
services not pre-approved by the Audit Committee provided by the Fund's
independent registered public accounting firm to the Adviser and Service
Affiliates is compatible with maintaining the independent registered public
accounting firm's independence.
INFORMATION AS TO THE INVESTMENT ADVISER AND THE ADMINISTRATOR OF THE FUNDS
Each Fund's investment adviser is AllianceBernstein L.P., 1345 Avenue of the
Americas, New York, New York 10105. The administrator for each of the Funds is
the Adviser.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
During the fiscal year ended October 31, 2010 for ACMIF, ANMIF, and ANYMIF,
a statement of initial beneficial ownership of securities on Form 3 was
inadvertently filed late by the Adviser on behalf of each of Robert B. Davidson
III, Terrance T. Hults, Joseph J. Mantineo and Phyllis J. Clarke, each an
officer of the Adviser. During the fiscal year ended December 31, 2010 for
ABIF, a statement of initial beneficial ownership of securities on Form 3 was
inadvertently filed late by the Adviser on behalf of each of Gershon M.
Distenfeld, Matthew S. Sheridan, Joseph J. Mantineo and Phyllis J. Clarke, each
an officer of the Adviser.
OTHER MATTERS
Management of each Fund does not know of any matters properly to be
presented at the Meeting other than those mentioned in this Proxy Statement. If
any other matters properly come before the Meeting, the shares represented by
proxies will be voted with respect thereto in the discretion of the person or
persons voting the proxies. As of February 15, 2011, the following shareholders
held more than 5% of the specified Fund's shares:
Number
Fund Shareholder (Address) Class of Shares of Shares Percentage
---- ------------------------------------------- --------------- --------- ----------
ANMIF First Trust Portfolios L.P, First Trust common stock 3,141,378 11.0
Advisors L.P. and The Charger Corporation
(120 East Liberty Drive, Suite 400,
Wheaton, Illinois 60187)
ANMIF Citigroup Global Markets, Inc., Citigroup auction rate 2,903 30.0
Financial Products, Inc., Citigroup Global preferred
Markets Holdings, Inc. and Citigroup, Inc. stock
(388 Greenwich Street, New York, New
York 10013)
22
Number
Fund Shareholder (Address) Class of Shares of Shares Percentage
---- ------------------------------------------- --------------- --------- ----------
ANMIF UBS AG on behalf of UBS Securities LLC auction rate 1,049 10.83
and UBS Financial Services Inc. preferred
(Bahnhofstrasse 45, P.O. Box CH-8021, stock
Zurich, Switzerland)
ANMIF Bank of America Corp., and Bank of auction rate 1,770 18.30
America N.A. (Bank of America Corporate preferred
Center, 100 North Tryon Street, Charlotte, stock
North Carolina 28255) and Blue Ridge
Investments, L.L.C. (214 North Tryon
Street, Charlotte, North Carolina 28255)
ACMIF First Trust Portfolios L.P., First Trust common 881,659 10.30
Advisors L.P. and The Charger Corporation stock
(120 East Liberty Drive, Suite 400,
Wheaton, Illinois 60187)
ACMIF Citigroup Global Markets, Inc., Citigroup auction rate 1,454 50.10
Financial Products, Inc., Citigroup Global preferred
Markets Holdings, Inc. and Citigroup, Inc. stock
(388 Greenwich Street, New York, New
York 10013)
ACMIF UBS AG on behalf of UBS Securities LLC auction rate 350 12.06
and UBS Financial Services, Inc. preferred
(Bahnhofstrasse 45, P.O. Box CH-8021, stock
Zurich, Switzerland)
ACMIF Bank of America Corp., and Bank of auction rate 834 28.70
America N.A. (Bank of America Corporate preferred
Center, 100 North Tryon Street, Charlotte, stock
North Carolina 28255) and Blue Ridge
Investments, L.L.C. (214 North Tryon
Street, Charlotte, North Carolina 28255)
ANYMIF Citigroup Global Markets, Inc., Citigroup auction rate 848 52.0
Financial Products, Inc., Citigroup Global preferred
Markets Holdings, Inc. and Citigroup, Inc. stock
(388 Greenwich Street, New York, New
York 10013)
ANYMIF Bank of America Corp. (100 North Tryon auction rate 589 36.10
Street, Charlotte, North Carolina 28255) preferred
and Blue Ridge Investments, L.L.C. (214 stock
North Tryon Street, Charlotte, North
Carolina 28255)
ANYMIF UBS AG on behalf of UBS Securities LLC auction rate 97 5.94
and UBS Financial Services Inc. preferred
(Bahnhofstrasse 45, P.O. Box CH-8021, stock
Zurich, Switzerland)
23
SUBMISSION OF PROPOSALS FOR THE NEXT ANNUAL MEETING OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the next annual
meeting of stockholders of a Fund must be received by the Fund by October 28,
2011 for inclusion in the Fund's proxy statement and proxy card relating to
that meeting. The submission by a stockholder of a proposal for inclusion in
the proxy statement does not guarantee that it will be included. In addition,
stockholder proposals are subject to certain requirements under the federal
securities laws and the Maryland General Corporation Law and must be submitted
in accordance with each Fund's Bylaws. To be presented at the 2012 Annual
Meeting of Stockholders, a stockholder proposal that is not otherwise
includable in the Proxy Statement for the 2012 Annual Meeting must be delivered
by a stockholder of record to the Fund no sooner than September 28, 2011 and no
later than October 28, 2011.
The persons named as proxies for the 2012 Annual Meeting of Stockholders
will, with respect to the proxies in effect at the meeting, have discretionary
authority to vote on any matter presented by a stockholder for action at that
meeting unless the Fund receives notice of the matter no sooner than
September 28, 2011 and no later than October 28, 2011. If a Fund receives such
timely notice, these persons will not have this authority except as provided in
the applicable rules of the SEC.
REPORTS TO STOCKHOLDERS
Each Fund will furnish each person to whom this Proxy Statement is delivered
with a copy of its latest annual report to stockholders and its subsequent
semi-annual report to stockholders, if any, upon request and without charge. To
request a copy, please call AllianceBernstein Investments, Inc. at
(800) 227-4618 or contact Kristine Antoja at AllianceBernstein L.P., 1345
Avenue of the Americas, New York, New York 10105.
By Order of the Boards of Directors,
Emilie D. Wrapp
Secretary
February 25, 2011
New York, New York
24
TABLE OF CONTENTS Page
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Introduction...................... 1
Proposal One: Election of
Directors........................ 2
Proxy Voting and Stockholder
Meeting.......................... 15
Information as to the Investment
Adviser and the Administrator of
the Funds........................ 22
Other Matters..................... 22
Submission of Proposals for the
Next Annual Meeting of
Stockholders..................... 24
Reports to Stockholders........... 24
AllianceBernstein Income Fund, Inc.
AllianceBernstein Global High Income Fund, Inc.
AllianceBernstein National Municipal Income Fund, Inc.
Alliance California Municipal Income Fund, Inc.
Alliance New York Municipal Income Fund, Inc.
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[LOGO]
ALLIANCEBERNSTEIN
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NOTICE OF JOINT ANNUAL MEETING
OF STOCKHOLDERS AND PROXY STATEMENT
February 25, 2011
FORM OF PROXY FORM OF PROXY
ALLIANCEBERNSTEIN INCOME FUND, INC.
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON MARCH 30, 2011
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF THE CORPORATION
The undersigned stockholder of AllianceBernstein Income Fund, Inc., a
Maryland corporation (the "Corporation"), hereby appoints Carol H. Rappa and
Nancy E. Hay, or either of them, as proxies for the undersigned, with full power
of substitution in each of them, to attend the Annual Meeting of Stockholders of
the Corporation (the "Annual Meeting") to be held at 3:00 p.m., Eastern Time, on
March 30, 2011 at the offices of the Corporation, 1345 Avenue of the Americas,
41st Floor, New York, New York 10105, and any postponement or adjournment
thereof, to cast on behalf of the undersigned all votes that the undersigned is
entitled to cast at the Annual Meeting and otherwise to represent the
undersigned with all powers possessed by the undersigned if personally present
at such Annual Meeting. The undersigned hereby acknowledges receipt of the
Notice of Annual Meeting and accompanying Proxy Statement and revokes any proxy
heretofore given with respect to the Annual Meeting.
The Board of Directors knows of no reason why any of the nominees for the
Board of Directors would be unable to serve, but in the event any nominee
is unable to serve or for good cause will not serve, the proxies received
indicating a vote in favor of such nominee will be voted for a substitute
nominee as the Board of Directors may recommend.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST AS INSTRUCTED ON THE REVERSE SIDE HEREOF. IF THIS PROXY
IS PROPERLY EXECUTED BUT NO INSTRUCTION IS GIVEN, THE VOTES ENTITLED TO BE CAST
BY THE UNDERSIGNED WILL BE CAST "FOR" THE ELECTION OF THE NOMINEES REFERRED TO
IN PROPOSAL ONE AS DIRECTORS AND IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY
OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY
ADJOURNMENT OR POSTPONEMENT THEREOF.
Please refer to the Proxy Statement for
a discussion of the Proposal.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND
RETURN THIS PROXY CARD PROMPTLY. YOU MAY USE THE ENCLOSED ENVELOPE.
Please sign this proxy exactly as your name(s) appear(s) on the books of the
Corporation. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more than
one name appears, a majority must sign. If a corporation, the signature should
be that of an authorized officer who should state his or her title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
_________________________ _________________________
_________________________ _________________________
_________________________ _________________________
ALLIANCEBERNSTEIN INCOME FUND, INC.
The Board of Directors
urges you to vote "FOR" all
Class Two nominees listed
(terms expire 2014).
Please mark votes as in this example: /X/
WITHHOLD FOR ALL
1. Election of Directors FOR ALL FROM ALL EXCEPT AS
NOMINEES NOMINEES NOTED BELOW
/ / / / / /
William H. Foulk / /
D. James Guzy / /
Robert M. Keith / /
2. To vote and otherwise
represent the undersigned
on any other matters that
may properly come before
the Annual Meeting or
any postponement or
adjournment thereof, in
the discretion of the
proxy holder(s).
Mark here for address change and note
at left. / /
Please be sure to sign, date and return this
Proxy promptly. You may use the enclosed
envelope.
___________________________________________
(Signature of Stockholder)
___________________________________________
(Signature of joint owner, if any)
Date __________, 2011
SK 00250 0209 1173527