SCHEDULE 14A INFORMATION
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AllianceBernstein National Municipal Income Fund, Inc.
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[A/B]
[LOGO]
ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC.
ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC.
ALLIANCE CALIFORNIA MUNICIPAL INCOME FUND, INC.
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1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
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NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS
MARCH 31, 2016
To the stockholders of AllianceBernstein Global High Income Fund, Inc.
("AGHIF"), AllianceBernstein National Municipal Income Fund, Inc. ("ANMIF") and
Alliance California Municipal Income Fund, Inc. ("ACMIF"):
Notice is hereby given that a Joint Annual Meeting of Stockholders (the
"Meeting") of AGHIF, ANMIF and ACMIF, each of which is a Maryland corporation
(each, a "Fund" and collectively, the "Funds"), will be held at the offices of
the Funds, 1345 Avenue of the Americas, 41/st/ Floor, New York, New York 10105,
on March 31, 2016 at 1:00 p.m., Eastern Time, for the following purposes, each
of which is more fully described in the accompanying Proxy Statement dated
February 22, 2016:
1. To elect three Class One Directors of each Fund, each such Director to
hold office for a term of three years and until his or her successor is
duly elected and qualifies; and
2. To transact such other business as may properly come before the Meeting
or any postponement or adjournment thereof.
Any stockholder of record of AGHIF, ANMIF or ACMIF at the close of business
on February 16, 2016 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 22, 2016
--------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------
The [A/B] Logo is a service mark of AllianceBernstein and AllianceBernstein(R)
is a registered trademark used by permission of its owner, AllianceBernstein
L.P.
PROXY STATEMENT
ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC.
ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC.
ALLIANCE CALIFORNIA MUNICIPAL INCOME FUND, INC.
1345 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10105
-----------------
JOINT ANNUAL MEETING OF STOCKHOLDERS
MARCH 31, 2016
-----------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the respective Boards of Directors (collectively, the
"Board") of AllianceBernstein Global High Income Fund, Inc. ("AGHIF"),
AllianceBernstein National Municipal Income Fund, Inc. ("ANMIF") and Alliance
California Municipal Income Fund, Inc. ("ACMIF"), each of which is a Maryland
corporation (each, 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 31, 2016 at 1:00 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 22, 2016.
Any stockholder who owned shares of AGHIF, ANMIF and ACMIF at the close of
business on February 16, 2016 (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.
As permitted by law, only one copy of this Proxy Statement may be delivered
to a Fund's stockholders residing at the same address, unless such stockholders
have notified the Fund of their desire to receive multiple copies of the
shareholder reports and proxy statements that the Fund sends. If you would like
to receive an additional copy, please call (800) 227-4618 or write to Cathleen
Crandall at AllianceBernstein L.P., 1345 Avenue of the Americas, New York, New
York 10105. The Fund will then promptly deliver, upon request, a separate copy
of this Proxy Statement to any stockholder residing at an address to which only
one copy was mailed. Stockholders of a Fund wishing to receive separate copies
of the Fund's shareholder reports and proxy statements in the future, and
stockholders sharing an address that wish to receive a single copy if they are
receiving multiple copies, should also send a request as indicated.
IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDERS' MEETING TO BE HELD ON THURSDAY, MARCH 31, 2016. THE PROXY
STATEMENT IS AVAILABLE ON THE INTERNET AT WWW.ABGLOBAL.COM/ABFUNDSPROXY.
1
PROPOSAL ONE
ELECTION OF DIRECTORS
Under the Funds' respective Charters and Bylaws, the Board has been divided
into three classes of Directors serving staggered terms of three years.
Generally, one class of Directors is nominated each year by the Board for
election by the Fund's stockholders. For all of the Funds, the terms of Class
One Directors will expire as of the Meeting, the terms of Class Two Directors
will expire as of the annual meeting of stockholders to be held in 2017, and
the terms of Class Three Directors will expire as of the annual meeting of
stockholders to be held in 2018. Upon expiration of the terms of the Directors
of each class as set forth above, their successors in that class will be
elected to serve for a term of three years and until their successors are duly
elected and qualify.
Under this classified Board structure, 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 such Directors 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, the holders of the preferred stock of ANMIF and ACMIF,
including each series of Auction Preferred Shares and of Variable Rate MuniFund
Term Preferred Shares, (the "Preferred Stockholders") will have equal voting
rights with the holders of the common stock of ANMIF and ACMIF (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, except the Preferred Stockholders
of ANMIF and ACMIF, voting separately as a class, will have the right to elect
two Directors of their respective Fund ("Class One Preferred Directors").
At the Meeting, Nancy P. Jacklin is standing for election as a Class One
Director of each Fund. Michael J. Downey and Robert M. Keith are standing for
election as Class One Directors of AGHIF. John H. Dobkin and Michael J. Downey
are standing for re-election as Class One Preferred Directors of ANMIF and
ACMIF. Each nominee has consented to serve as a Director. The Board knows of no
reason why any of the nominees 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 nominee as the Board may recommend.
The affirmative vote of a majority of the votes entitled to be cast is
required to elect a Director. The affirmative vote of a majority of the votes
entitled to be cast by each Fund's Preferred Stockholders, voting separately,
is required to elect a Preferred Director. It is the intention of the persons
named in the enclosed proxy to vote in favor of the election of each of the
nominees.
2
Certain information concerning the Funds' Directors and the nominees is set
forth below.
NUMBER OF
YEAR PORTFOLIOS
TERM IN OTHER PUBLIC
AS A AB FUND DIRECTORSHIPS
DIRECTOR PRINCIPAL OCCUPATION(S) COMPLEX CURRENTLY
NAME, ADDRESS* WILL YEARS OF DURING PAST 5 YEARS OVERSEEN HELD BY
AND AGE EXPIRE SERVICE** OR LONGER BY DIRECTOR DIRECTOR
-------------------------- -------- ---------- -------------------------------- ----------- --------------
INDEPENDENT
DIRECTORS
Chairman of the Board Class Each Private Investor since prior to 110 Xilinx, Inc.
Marshall C. Turner, Jr.,# Three Fund: 11 2011. Former Chairman and (programmable
74 (2018) CEO of Dupont Photomasks, logic semi-
Inc. (components of semi- conductors)
conductor manufacturing). since 2007
He has extensive operating
leadership and venture capital
investing experience,
including five interim or full-
time CEO roles, and prior
service as general partner of
institutional venture capital
partnerships. He also has
extensive non-profit board
leadership experience, and
currently serves on the boards
of two education and science-
related non-profit
organizations. He has served
as a director of one AB fund
since 1992, and director or
trustee of multiple AB Funds
since 2005. He has been
Chairman of the AB Funds
since January 2014, and the
Chairman of the Independent
Directors Committees of such
Funds since February 2014.
John H. Dobkin,# Class AGHIF: 23 Independent Consultant since 110 None
74 One ANMIF and prior to 2011. Formerly,
(ANMIF ACMIF: 14 President of Save Venice,
and Inc. (preservation
ACMIF organization) from 2001-
2019) + 2002; Senior Adviser from
Class June 1999-June 2000 and
Two President of Historic Hudson
(AGHIF Valley (historic preservation)
2017) from December 1989-May
1999. Previously, Director of
the National Academy of
Design. He has served as a
director or trustee of various
AB Funds since 1992 and as
Chairman of the Audit
Committees of a number of
such Funds from 2001-2008.
3
NUMBER OF
YEAR PORTFOLIOS
TERM IN OTHER PUBLIC
AS A AB FUND DIRECTORSHIPS
DIRECTOR PRINCIPAL OCCUPATION(S) COMPLEX CURRENTLY
NAME, ADDRESS* WILL YEARS OF DURING PAST 5 YEARS OVERSEEN HELD BY
AND AGE EXPIRE SERVICE** OR LONGER BY DIRECTOR DIRECTOR
------------------------ -------- ---------- -------------------------------- ----------- ---------------
Michael J. Downey,# Class Each Private Investor since prior to 110 Asia Pacific
72 One Fund: 11 2011. Formerly, managing Fund, Inc.
(Each partner of Lexington Capital, (registered
Fund LLC (investment advisory investment
2019) + firm) from December 1997 company)
until December 2003. He since prior to
served as a Director of the 2011
Merger Fund (registered
investment company) since
prior to 2011 until 2013. He
also served as a Director of
Prospect Acquisition Corp.
(financial services) from 2007
until 2009. From 1987 until
1993, Chairman and CEO of
Prudential Mutual Fund
Management, director of the
Prudential mutual funds, and
member of the Executive
Committee of Prudential
Securities Inc. He has served
as a director or trustee of the
AB Funds since 2005 and is
director and chairman of one
other investment company.
William H. Foulk, Jr.,# Class AGHIF: 23 Investment Adviser and an 110 None
83 Two ANMIF and Independent Consultant since
(2017) ACMIF: 14 prior to 2011. Previously, he
was Senior 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 AB Funds since
1983, and was Chairman of
the Independent Directors
Committees of the AB Funds
from 2003 until early
February 2014. He served as
Chairman of such AB Funds
from 2003 through
December 2013. He is also
active in a number of mutual
fund related organizations
and committees.
4
NUMBER OF
YEAR PORTFOLIOS
TERM IN OTHER PUBLIC
AS A AB FUND DIRECTORSHIPS
DIRECTOR PRINCIPAL OCCUPATION(S) COMPLEX CURRENTLY
NAME, ADDRESS* WILL YEARS OF DURING PAST 5 YEARS OVERSEEN HELD BY
AND AGE EXPIRE SERVICE** OR LONGER BY DIRECTOR DIRECTOR
------------------- -------- --------- -------------------------------- ----------- -------------
D. James Guzy,# Class Each Chairman of the Board of 110 None
79 Two Fund: 11 SRC Computers, Inc. (semi-
(Each conductors), with which he
Fund has been associated since
2017) prior to 2011. He served as
Chairman of the Board of
PLX Technology (semi-
conductors) since prior to
2011 until November 2013.
He was a director of Intel
Corporation (semi-
conductors) from 1969 until
2008, and served as Chairman
of the Finance Committee of
such company for several
years until May 2008. He has
served as a director or trustee
of one or more of the AB
Funds since 1982.
Nancy P. Jacklin,# Class Each Professorial Lecturer at the 110 None
67 One Fund: 10 Johns Hopkins School of
(Each Advanced International
Fund Studies (2008-2015). U.S.
2019) + Executive Director of the
International Monetary Fund
(which is responsible for
ensuring the stability of the
international monetary
system), (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; and member of
the Council on Foreign
Relations. She has served as
a director or trustee of the AB
Funds since 2006 and has
been Chairman of the
Governance and Nominating
Committees of the AB Funds
since August 2014.
5
NUMBER OF
YEAR PORTFOLIOS
TERM IN OTHER PUBLIC
AS A AB FUND DIRECTORSHIPS
DIRECTOR PRINCIPAL OCCUPATION(S) COMPLEX CURRENTLY
NAME, ADDRESS* WILL YEARS OF DURING PAST 5 YEARS OVERSEEN HELD BY
AND AGE EXPIRE SERVICE** OR LONGER BY DIRECTOR DIRECTOR
----------------- -------- --------- ------------------------------ ----------- -------------
Garry L. Moody,# Class Each Independent Consultant. 110 None
63 Three Fund: 8 Formerly, Partner, Deloitte &
(Each Touche LLP 1995-2008,
Fund where he held a number of
2018) 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 and
Managing Partner of its
Chicago Office Tax
Department. He is a member
of the Trustee Advisory
Board of BoardIQ, a
biweekly publication focused
on issues and news affecting
directors of mutual funds. He
has served as a director or
trustee and as Chairman of
the Audit Committees of the
AB Funds since 2008.
Earl D. Weiner,# Class Each Of Counsel, and Partner 110 None
76 Three Fund: 9 prior to January 2007, of
(Each the law firm Sullivan &
Fund Cromwell LLP and is a
2018) former member of the ABA
Federal Regulation of
Securities Committee Task
Force to draft editions of
the Fund Director's
Guidebook. He also serves
as a director or trustee of
various non-profit
organizations and has
served as Chairman or Vice
Chairman of a number of
them. He has served as a
director or trustee of the
AB Funds since 2007 and
served as Chairman of the
Governance and
Nominating Committees of
the AB Funds from 2007
until August 2014.
6
NUMBER OF
YEAR PORTFOLIOS
TERM IN OTHER PUBLIC
AS A AB FUND DIRECTORSHIPS
DIRECTOR PRINCIPAL OCCUPATION(S) COMPLEX CURRENTLY
NAME, ADDRESS* WILL YEARS OF DURING PAST 5 YEARS OVERSEEN HELD BY
AND AGE EXPIRE SERVICE** OR LONGER BY DIRECTOR DIRECTOR
------------------- -------- --------- ------------------------------ ----------- -------------
INTERESTED
DIRECTOR
Robert M. Keith,++ Class Each Senior Vice President of 110 None
1345 Avenue of the One Fund: 7 AllianceBernstein L.P. (the
Americas (AGHIF "Adviser")+++ and head of
New York, NY 10105 2019)+ AllianceBernstein
55 Class Investments, Inc.
Two ("ABI")+++ since July 2008;
(ANMIF Director of ABI and
and President of the AB Mutual
ACMIF Funds. Previously, he served
2017) as Executive Managing
Director of ABI from
December 2006 to June
2008. Prior to joining ABI in
2006, he served as 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 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.
# Member of the Audit Committee, the Governance and Nominating Committee, and
the Independent Directors Committee for 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 "1940 Act"), of each Fund due to his
position as a Senior Vice President of the Adviser.
+++The Adviser and ABI are affiliates of each Fund.
7
In addition to the public company directorships currently held by the
Directors set forth in the table above, Mr. Turner was a director of SunEdison,
Inc. (solar materials and power plants) since prior to 2011 until July 2014,
Mr. Guzy was a director of Cirrus Logic Corporation (semi-conductors) from
prior to 2011 until July 2011, and Mr. Moody was a director of Greenbacker
Renewable Energy Company LLC (renewable energy and energy efficiency projects)
from August 2013 until January 2014.
The dollar range of the Funds' securities beneficially owned by each
Director, and the aggregate dollar range of securities owned in the funds
overseen by the Director within the AB Fund Complex are set forth below.
AGGREGATE DOLLAR
RANGE OF EQUITY
SECURITIES IN THE
DOLLAR RANGE OF EQUITY FUNDS OVERSEEN IN THE
SECURITIES IN THE FUNDS AB FUND COMPLEX
AS OF DECEMBER 31, 2015 AS OF DECEMBER 31, 2015
---------------------- -----------------------
Independent Directors
---------------------
John H. Dobkin AGHIF: $1-$10,000 Over $100,000
Michael J. Downey None Over $100,000
William H. Foulk, Jr. AGHIF: $10,001-$50,000 Over $100,000
ANMIF: $1-$10,000 Over $100,000
D. James Guzy AGHIF: $10,001-$50,000 Over $100,000
Nancy P. Jacklin AGHIF: $10,001-$50,000 Over $100,000
Garry L. Moody None Over $100,000
Marshall C. Turner, Jr. None Over $100,000
Earl D. Weiner AGHIF: $10,001-$50,000 Over $100,000
Interested Director
-------------------
Robert M. Keith None None
The management of the business and affairs of the Funds are overseen by the
Board. Directors who are not "interested persons" of the Funds as defined in
the 1940 Act, are referred to as "Independent Directors," and the Director who
is an "interested person" of the Funds is referred to as an "Interested
Director." Certain information concerning each Director and the Funds'
governance structure is set forth below.
Experience, Skills, Attributes and Qualifications of the Funds' Directors.
The Governance and Nominating Committee of the 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 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.
8
The 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 Funds and protecting the
interests of stockholders. The Board has concluded that, based on each
Director's experience, qualifications, attributes and 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, the Board has considered a variety of criteria, none of
which, in isolation, was controlling. In addition, the 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 as a Director. 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 a Director, 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 Fund and other AB 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 Committees of many of the AB
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-AB funds and as Chairman of a non-AB
closed-end fund; Mr. Foulk has experience in the investment advisory and
securities businesses, including as Deputy Comptroller 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), served as Chairman of the Independent Directors Committees from 2003
until early February 2014, served as Chairman of the AB Funds from 2003 through
December 2013, 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 Finance Committee of a large
public technology company; Ms. Jacklin has experience as a financial services
regulator, as U.S. Executive Director of the International Monetary Fund (which
is responsible for ensuring the stability of the international monetary
system), as a financial services lawyer in private practice, and has served as
Chairman of the Governance and Nominating Committees of the AB Funds since
August 2014; Mr. Keith has experience as an executive of the Adviser with
responsibility for, among other things, the AB Funds; Mr. Moody has experience
as a certified public accountant including experience as Vice Chairman and U.S.
and
9
Global Investment Management Practice Partner for a major accounting firm, is a
member of both the governing council of an organization of independent
directors of mutual funds, and the Trustee Advisory Board of BoardIQ, a
biweekly publication focused on issues and news affecting directors of mutual
funds, and has served as a director or trustee and Chairman of the Audit
Committees of the AB 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
various institutional venture capital partnerships, and has served as Chairman
of the AB Funds since January 2014 and the Chairman of the Independent
Directors Committees of such Funds since February 2014; and Mr. Weiner has
experience as a securities lawyer whose practice includes registered investment
companies and as director or trustee of various non-profit organizations and
Chairman or Vice Chairman of a number of them, and served as Chairman of the
Governance and Nominating Committees of the AB Funds from 2007 until August
2014. 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 Board is responsible for
oversight of the Funds. Each Fund has engaged the Adviser to manage the Fund on
a day-to-day basis. The Board is responsible for overseeing the Adviser and the
Funds' other service providers in the operations of each Fund in accordance
with its investment objective and policies, and otherwise in accordance with
the Fund's prospectus, the requirements of the 1940 Act and other applicable
Federal laws, applicable state laws and the Fund's charter and bylaws. The
Board meets 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, the Board has established three standing
committees - the Audit Committee, the Governance and Nominating Committee and
the Independent Directors Committee - 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.
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
10
Board's leadership by an Independent Director and its committees composed
exclusively of Independent Directors is appropriate because they believe this
structure sets the proper tone for the relationships between the Funds, 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 such 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, including cyber 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. The 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 Funds; (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 Board's general oversight of the Funds'
investment programs 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 Chief Risk Officer and the Global Heads of Investment Risk and
Trading Risk of the Adviser), each Fund's Senior Officer (who is also the
Fund's Independent Compliance Officer), each Fund's Chief Compliance Officer,
each Fund's independent registered public accounting firm and counsel, the
Adviser's Chief Compliance Officer and internal auditors for the Adviser, as
appropriate, regarding risks faced by the Funds and the Adviser's risk
management programs. In addition, the Directors receive regular updates on
cyber security matters from the Adviser.
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.
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 for the Funds to bear certain risks (such as investment-related
risks) to achieve the Funds' goals. As a
11
result of the foregoing and other factors, the Funds' ability to manage risk is
subject to substantial limitations.
During each Fund's fiscal year ended in 2015, the Board of AGHIF met nine
times, and the Board of ANMIF and ACMIF met eight times. The Funds do not have
a policy that requires a Director to attend annual meetings of stockholders.
Board Committees. The Board has three standing committees: the Audit
Committee, the Governance and Nominating Committee and the Independent
Directors Committee. The members of the Committees are identified above in the
table listing the Directors.
The function of the Audit Committee is to assist the Board in its oversight
of each Fund's accounting and financial reporting policies and practices. The
members of the Audit Committee are "independent" as required by applicable
listing standards of the New York Stock Exchange. During each Fund's fiscal
year ended 2015, the Audit Committee of AGHIF met two times; of ANMIF, two
times; and of ACMIF, two times.
The Board has adopted a charter for its Governance and Nominating Committee,
a current copy of which is available at www.abglobal.com (under "Menu," click
on "Americas," then "Individual Investors," then "US (US Citizens)," then
"Investments," then "Closed-End Funds," then the name of a Fund (e.g.,
"AllianceBernstein Global High Income Fund"), then "Governance and Nominating
Committee Charter"). Pursuant to the charter of the Governance and Nominating
Committee, the Committee assists the Board in carrying out its responsibilities
with respect to Fund governance and identifies, evaluates and selects and
nominates candidates for the 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 (subject to the following paragraph), and other
appropriate sources.
Pursuant to the charter, 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 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 Funds 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
12
group of stockholders 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
the Funds, 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. During the Fund's fiscal year ended 2015, the Governance and
Nominating Committee of AGHIF met three times; of ANMIF, three times; of ACMIF,
three times.
The function of the Independent Directors Committee is to consider and take
action on matters that the Committee or the Board 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 each Fund's
fiscal year ended in 2015, the Independent Directors Committee of each Fund met
six times. The Independent Directors meet in executive session without
representation of management present at every Board meeting. In the fiscal year
ended in 2015, the approval of the Advisory and Shareholder Inquiry Agency
Agreements of each Fund was considered at the November 3, 2015 meetings of the
Independent Directors Committee.
The Board has adopted a process for stockholders to send communications to
the Board. To communicate with the Board or an individual Director of a Fund, a
stockholder must send a written communication to the 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 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.
Board Compensation. 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. Information concerning the aggregate
compensation paid by the Funds to the Directors during each Fund's fiscal year
ended 2015; the aggregate compensation paid to the Directors during calendar
year 2015 by all of the investment companies overseen by the Director within
the AB Fund Complex; the total number of investment companies in the AB Fund
Complex for which each Director serves as a director or trustee; and the number
of investment portfolios for which each Director serves as a director or
trustee, is set forth below. Neither the Funds nor any other investment company
in the AB 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
AB FUND AB FUND
COMPENSATION COMPLEX, COMPLEX,
FROM THE INCLUDING THE INCLUDING THE
COMPENSATION AB FUND FUNDS, AS TO FUNDS, AS TO
FROM THE 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 2015 2015 TRUSTEE TRUSTEE
------------------------ ------------------ ------------- ---------------- -------------
Independent Directors
John H. Dobkin $5,527 AGHIF $285,000 29 110
$3,434 ANMIF
$3,434 ACMIF
Michael J. Downey $5,527 AGHIF $285,000 29 110
$3,434 ANMIF
$3,434 ACMIF
William H. Foulk, Jr. $5,527 AGHIF $285,000 29 110
$3,434 ANMIF
$3,434 ACMIF
D. James Guzy $5,527 AGHIF $285,000 29 110
$3,434 ANMIF
$3,434 ACMIF
Nancy P. Jacklin $5,753 AGHIF $303,000 29 110
$3,660 ANMIF
$3,660 ACMIF
Garry L. Moody $6,259 AGHIF $320,000 29 110
$3,874 ANMIF
$3,874 ACMIF
Marshall C. Turner, Jr. $9,603 AGHIF $480,000 29 110
$5,883 ANMIF
$5,883 ACMIF
Earl D. Weiner $5,677 AGHIF $285,000 29 110
$3,434 ANMIF
$3,434 ACMIF
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR EACH OF THE
NOMINEES FOR DIRECTOR IN PROPOSAL ONE. FOR EACH FUND, APPROVAL OF PROPOSAL ONE
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
14
no specification is made on a properly executed proxy, it will be voted for the
matters specified on the Proxy Card in the manner recommended by the Board. Any
stockholder may revoke that stockholder's proxy at any time prior to exercise
thereof by (i) giving written notice to the Secretary of the Funds at 1345
Avenue of the Americas, New York, New York 10105, (ii) signing and delivering
to the Secretary another proxy of a later date, or (iii) 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") or may 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 discretionary power to vote). For
each Fund, the election of the nominees as Director in Proposal One requires
the affirmative vote of a majority of the votes entitled to be cast. Any
abstention or broker non-vote will be considered present for purposes of
determining the existence of a quorum but will have the effect of a vote
against Proposal One. 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.
For each Fund, a quorum 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, as applicable, of the Fund. In the event
that (i) a quorum is not present at the Meeting for a Fund; or (ii) a quorum is
present but sufficient votes in favor of the position recommended by the Board
for Proposal One (as described in the Proxy Statement) have not been timely
received, the Chairman of the Meeting 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 for that Fund, with no other notice than an
announcement at the Meeting, in order to permit further solicitation of
proxies. If a proposal to adjourn the Meeting is submitted to stockholders,
shares represented by proxies indicating a vote contrary to the position
recommended by the Board 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 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 such Fund. As described above, Preferred
Stockholders will have equal voting rights with the holders of the common stock
of ANMIF and ACMIF, respectively, and will vote together with the holders of
the common stock on any proposal that may be properly presented at the Meeting
applicable to their respective Funds, except that the Preferred Stockholders of
each of ANMIF and ACMIF, voting separately as a class,
15
have the right to elect two Class One Preferred Directors of their respective
Fund. An unfavorable vote by the stockholders of one Fund will not affect the
vote on the election of Directors or on any other matter by the stockholders of
another Fund.
Each Fund has engaged Computershare Fund Services (the "Proxy Solicitor"),
to assist in soliciting proxies for the Meeting. The Proxy Solicitor will
receive a total fee of approximately $6,000 for its services, to be divided
equally among the Funds ($2,000 per Fund).
OTHER INFORMATION
OFFICERS OF THE FUNDS
---------------------
Certain information concerning the Funds' officers is set forth below. Each
officer is elected annually by the Board and serves a one-year term until his
or her successor is duly elected and qualifies.
NAME, ADDRESS* POSITION(S) (MONTH AND YEAR PRINCIPAL OCCUPATION DURING
AND AGE YEAR FIRST ELECTED) PAST 5 YEARS (OR LONGER)
------------------------------------- ------------------------------------- -----------------------------
Robert M. Keith President and Chief Executive See biography above.
55 Officer, all Funds (9/08)
Philip L. Kirstein Senior Vice President and Independent Senior Vice President and
70 Compliance Officer, all Funds (10/04) Independent Compliance
Officer of the funds in the
AB Fund Complex, with
which he has been
associated since 2004. Prior
thereto, he was Of Counsel
to Kirkpatrick & Lockhart,
LLP from October 2003-
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
54 ANMIF (4/02) Adviser**, with which he
ACMIF (4/02) has been associated since
prior to 2011.
Douglas J. Peebles Senior Vice President, Senior Vice President of the
50 ANMIF (6/04) Adviser**, with which he
ACMIF (6/04) has been associated since
prior to 2011.
Fred S. Cohen Vice President, Senior Vice President of the
57 ACMIF (10/05) Adviser**, with which he
ANMIF (10/05) has been associated since
prior to 2011.
Paul J. DeNoon Vice President, Senior Vice President of the
53 AGHIF (4/94) Adviser**, with which he
has been associated since
prior to 2011.
16
NAME, ADDRESS* POSITION(S) (MONTH AND YEAR PRINCIPAL OCCUPATION DURING
AND AGE YEAR FIRST ELECTED) PAST 5 YEARS (OR LONGER)
------------------------------------- ------------------------------------- --------------------------------
Terrance T. Hults Vice President, Senior Vice President of the
49 ANMIF (12/01) Adviser**, with which he
ACMIF (12/01) has been associated since
prior to 2011.
Matthew Norton Vice President Vice President of the
33 ANMIF (2/16) Adviser**, with which he
ACMIF (2/16) has been associated since
prior to 2011.
Marco G. Santamaria Vice President, Senior Vice President of the
50 AGHIF (9/10) Adviser**, with which he
has been associated since
prior to 2011.
Joseph J. Mantineo Treasurer and Chief Financial Senior Vice President of
56 Officer, all Funds (8/06) AllianceBernstein Investor
Services, Inc. ("ABIS")**,
with which he has been
associated since prior to 2011.
Phyllis J. Clarke Controller, Vice President of ABIS**,
55 ANMIF (5/09) with which she has been
ACMIF (5/09) associated since prior to 2011.
Stephen Woetzel Controller, Vice President of ABIS**,
44 AGHIF (5/09) with which he has been
associated since prior to 2011.
Vincent S. Noto Chief Compliance Officer, Senior Vice President since
51 all Funds (1/14) 2015 and Mutual Fund Chief
Compliance Officer of the
Adviser** since 2014. Prior
thereto, he was Vice President
and Director of Mutual Fund
Compliance of the Adviser**
since prior to 2011.
Emilie D. Wrapp Secretary, Senior Vice President,
60 all Funds (10/05) Assistant General Counsel and
Assistant Secretary of ABI**,
with which she has been
associated since prior to 2011.
--------
* 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 AGHIF as of the Record Date consisted of
86,229,677 shares of common stock. The outstanding voting securities of ANMIF
as of the Record Date consisted of 28,744,936 shares of common stock, 3,685
shares of Auction Preferred Shares, Series M, Series W, Series TH and Series T,
and 5,644 shares of Variable Rate MuniFund Term Preferred Shares. The
outstanding voting shares of ACMIF as of the Record Date consisted of 8,554,668
17
shares of common stock, 1,195 shares of Auction Preferred Shares, Series M and
Series T, and 1,605 shares of Variable Rate MuniFund Term Preferred Shares.
As of February 3, 2016, 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 for
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.abglobal.com (under "Menu," click
on "Americas," then "Individual Investors," then "US (US Citizens)," then
"Investments," then "Closed-End Funds," then the name of a Fund (e.g.,
"AllianceBernstein Global High Income Fund"), then "Closed-End Funds Audit
Committee Charter"). 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 registered public accounting
firm; (iv) meeting with representatives of the internal audit department of the
Adviser regarding such department's activities relating to the 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 policies and internal control over financial
reporting and other procedures that provide for 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 U.S. 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. 114, Auditors Communication with those Charged with Governance, and other
professional
18
standards, 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, Communication 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 U.S. 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 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 THE BOARD
-----------------------------------------------------------------------
The Audit Committee is responsible for the appointment, compensation,
retention and oversight of the work of the Funds' independent registered public
accounting firm. In addition, on the dates specified below, the Board approved
the selection of the Funds' independent registered public accounting firm as
required by, and in accordance with, the 1940 Act. At meetings held on
February 4, 2015
19
(AGHIF) and November 4, 2015 (ANMIF and ACMIF), the Board 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, the
selection of Ernst & Young LLP as the independent registered public accounting
firm to audit the accounts of each Fund for the fiscal year ending, as
applicable, March 31, 2016 (AGHIF) and October 31, 2016 (ANMIF and ACMIF).
Ernst & Young LLP has audited the accounts of AGHIF, ANMIF and ACMIF 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 control,
are controlled by or under common control with the Adviser that provide ongoing
services to the Fund ("Service Affiliates"). No other services were provided by
the independent registered public accounting firm to any Fund during this
period.
ALL FEES FOR
NON-AUDIT
ALL OTHER SERVICES
FEES FOR PROVIDED TO
SERVICES THE FUND,
PROVIDED THE ADVISER
AUDIT TO THE AND SERVICE
AUDIT FEES RELATED FEES TAX FEES FUND AFFILIATES*
---------- ------------ -------- --------- ------------
AllianceBernstein Global 2014 $ 57,500 $8,000 $22,062 $0 $323,592
High Income Fund, Inc. 2015 $145,923 $8,000 $35,140 $0 $499,693
AllianceBernstein National 2014 $ 39,988 $8,000 $13,467 $0 $432,122
Municipal Income Fund, Inc. 2015 $ 41,200 $8,000 $17,685 $0 $443,760
Alliance California Municipal 2014 $ 39,988 $8,000 $13,467 $0 $432,122
Income Fund, Inc. 2015 $ 41,200 $8,000 $17,685 $0 $443,760
--------
* 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.
20
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 any 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 2015 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 2015 were AGHIF,
$43,140 (comprising $8,000 of audit related fees and $35,140 of tax fees);
ANMIF, $25,685 (comprising $8,000 of audit related fees and $17,685 of tax
fees); and ACMIF, $25,685 (comprising $8,000 of audit related fees and $17,685
of tax fees). The Audit Committee has considered whether the provision, to the
Adviser and/or any Service Affiliate by the Funds' independent registered
public accounting firm, of any non-audit services that were not pre-approved by
the Audit Committee 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 Adviser also functions as the
administrator to the Funds.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
None of the Funds is aware of an untimely filing of a statement of initial
beneficial ownership interest by any person subject to Section 16 under the
Securities Exchange Act of 1934 during the Fund's fiscal year ended 2015.
21
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 3, 2016, 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 2,927,689 10.19%
Advisors L.P. and The Charger
Corporation (120 East Liberty Drive,
Suite 400, Wheaton, Illinois 60187)
ANMIF UBS AG on behalf of UBS Securities auction rate 1,049 28.47%
LLC and UBS Financial Services Inc. preferred stock
(Bahnhofstrasse 45, P.O. Box CH-
8049, Zurich, Switzerland)
ANMIF Bank of America Corp. (Bank of auction rate 1,770 48.03%
America Corporate Center, 100 North preferred stock
Tryon Street, Charlotte, North Carolina
28255), Bank of America N.A. (101
South Tryon Street, Charlotte, North
Carolina 28255) and Blue Ridge
Investments, L.L.C. (214 North Tryon
Street, Charlotte, North Carolina 28255)
ANMIF Bank of America Corp. (Bank of variable rate 5,644 100.00%
America Corporate Center, 100 North munifund term
Tryon Street, Charlotte, North preferred stock
Carolina 28255) and Bank of America
Corp. Preferred Funding Corp. (214
North Tryon Street, Charlotte, North
Carolina 28255)
ACMIF First Trust Portfolios L.P., First Trust common stock 1,668,617 19.51%
Advisors L.P. and The Charger
Corporation (120 East Liberty Drive,
Suite 400, Wheaton, Illinois 60187)
ACMIF UBS AG on behalf of UBS Securities auction rate 351 29.37%
LLC and UBS Financial Services Inc. preferred stock
(Bahnhofstrasse 45, P.O. Box CH-
8049, Zurich, Switzerland)
ACMIF Bank of America Corp. (Bank of auction rate 834 69.79%
America Corporate Center, 100 North preferred stock
Tryon Street, Charlotte, North Carolina
28255), Bank of America N.A. (101
South Tryon Street, Charlotte, North
Carolina 28255) and Blue Ridge
Investments, L.L.C. (214 North Tryon
Street, Charlotte, North Carolina 28255)
22
NUMBER
FUND SHAREHOLDER (ADDRESS) CLASS OF SHARES OF SHARES PERCENTAGE
--- ---------------------------------------- ---------------- --------- ----------
ACMIF Bank of America Corp. (Bank of variable rate 1,605 100.00%
America Corporate Center, 100 North munifund term
Tryon Street, Charlotte, North Carolina preferred stock
28255) and Bank of America Corp.
Preferred Funding Corp. (214 North
Tryon Street, Charlotte, North Carolina
28255)
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 25,
2016 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 2017 Annual
Meeting of Stockholders, a stockholder proposal that is not otherwise
includable in the Proxy Statement for the 2017 Annual Meeting must be delivered
by a stockholder of record to the Fund no sooner than September 25, 2016 and no
later than October 25, 2016.
The persons named as proxies for the 2017 Annual Meeting of Stockholders
will, regarding 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 25, 2016 and no later than October 25, 2016. If a Fund receives such
timely notice, these persons will not have this authority except as provided in
the applicable rules of the Securities and Exchange Commission.
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 Cathleen Crandall 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 22, 2016
New York, New York
23
TABLE OF CONTENTS PAGE
----------------------------------- ----
Introduction....................... 1
Proposal One: Election of
Directors......................... 2
Proxy Voting and Stockholder
Meeting........................... 14
Information as to the Investment
Adviser and the Administrator of
the Funds......................... 21
Section 16(a) Beneficial Ownership
Reporting Compliance.............. 21
Other Matters...................... 22
Submission of Proposals for the
Next Annual Meeting of
Stockholders...................... 23
Reports to Stockholders............ 23
ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC.
ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC.
ALLIANCE CALIFORNIA MUNICIPAL INCOME FUND, INC.
--------------------------------------------------------------------------------
[A/B]
[LOGO]
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NOTICE OF JOINT ANNUAL MEETING
OF STOCKHOLDERS AND
PROXY STATEMENT
FEBRUARY 22, 2016
PROXY CARD
----------
EVERY STOCKHOLDER'S VOTE IS IMPORTANT
EASY VOTING OPTIONS:
VOTE ON THE INTERNET
Log on to:
www.proxy-direct.com
--------------------
or scan the QR code
Follow the on-screen instructions
available 24 hours
VOTE BY PHONE
Call 1-800-337-3503
Follow the recorded instructions
available 24 hours
VOTE BY MAIL
Vote, sign and date this Proxy Card
and return in the postage-paid
envelope
VOTE IN PERSON
Attend Stockholder Meeting
1345 Avenue of the Americas
41st Floor
New York, NY 10105
on March 31, 2016
Please detach at perforation before mailing.
PROXY ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC. PROXY
JOINT ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 31, 2016
COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE FUND. The
undersigned stockholder of AllianceBernstein National Municipal Income Fund,
Inc.(the "Fund"), a Maryland corporation, hereby appoints Nancy Hay and Carol
Rappa, or either of them, as proxies for the undersigned, with full power of
substitution in each of them, to attend the Joint Annual Meeting of Stockholders
of the Fund (the "Meeting") to be held on Thursday, March 31, 2016, at 1:00
p.m., Eastern Time, at the offices of the Fund, 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 Meeting and otherwise to represent the undersigned with
all powers possessed by the undersigned if personally present at such Meeting.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF JOINT ANNUAL
MEETING OF STOCKHOLDERS AND ACCOMPANYING PROXY STATEMENT AND REVOKES ANY PROXY
HERETOFORE GIVEN WITH RESPECT TO THE MEETING. THE SHARES REPRESENTED HEREBY WILL
BE VOTED AS INDICATED OR FOR THE PROPOSAL IF NO CHOICE IS INDICATED. THE SHARES
REPRESENTED HEREBY WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER ON ANY
OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING.
VOTE VIA THE INTERNET: www.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-800-337-3503
---------- ----------
| | | |
---------- ----------
Note: Please sign exactly as your name(s)
appear(s) on this card. When signing as
attorney, executor, administrator, trustee,
guardian or as custodian for a minor, please
sign your name and give your full title as
such. If signing on behalf of a corporation,
please sign the full corporate name and your
name and indicate your title. If you are a
partner signing for a partnership, please
sign the partnership name, your name and
indicate your title. Joint owners should each
sign these instructions. Please sign, date
and return.
---------------------------------------------
Signature and Title, if applicable
---------------------------------------------
Signature (if held jointly)
---------------------------------------------
Date ANM_27495_020816
EVERY STOCKHOLDER'S VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the
AllianceBernstein National Municipal Income Fund, Inc.
Joint Annual Meeting of Stockholders to Be Held on March 31, 2016.
The Proxy Statement and Proxy Card for this meeting are available at:
https://www.proxy-direct.com/ALL-27495
--------------------------------------
IF YOU VOTE ON THE INTERNET OR BY TELEPHONE,
YOU NEED NOT RETURN THIS PROXY CARD
Please detach at perforation before mailing.
PLEASE MARK A BOX BELOW IN BLUE OR BLACK INK AS FOLLOWS. EXAMPLE:
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS A VOTE "FOR" THE PROPOSAL.
1. Election of one Class One Director: FOR WITHHOLD
01. Nancy P. Jacklin [ ] [ ]
2. To transact such other business as may properly come before the Meeting or
any postponement or adjournment thereof.
WE URGE YOU TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY
ANM_27495_020816
PROXY CARD
----------
EVERY STOCKHOLDER'S VOTE IS IMPORTANT
EASY VOTING OPTIONS:
VOTE ON THE INTERNET
Log on to:
www.proxy-direct.com
--------------------
or scan the QR code
Follow the on-screen instructions
available 24 hours
VOTE BY PHONE
Call 1-800-337-3503
Follow the recorded instructions
available 24 hours
VOTE BY MAIL
Vote, sign and date this Proxy Card
and return in the postage-paid
envelope
VOTE IN PERSON
Attend Stockholder Meeting
1345 Avenue of the Americas
41st Floor
New York, NY 10105
on March 31, 2016
Please detach at perforation before mailing.
PROXY ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC. PROXY
JOINT ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 31, 2016
PREFERRED STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE FUND. The
undersigned stockholder of AllianceBernstein National Municipal Income Fund,
Inc.(the "Fund"), a Maryland corporation, hereby appoints Nancy Hay and Carol
Rappa, or either of them, as proxies for the undersigned, with full power of
substitution in each of them, to attend the Joint Annual Meeting of Stockholders
of the Fund (the "Meeting") to be held on Thursday, March 31, 2016, at 1:00
p.m., Eastern Time, at the offices of the Fund, 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 Meeting and otherwise to represent the undersigned with
all powers possessed by the undersigned if personally present at such Meeting.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF JOINT ANNUAL
MEETING OF STOCKHOLDERS AND ACCOMPANYING PROXY STATEMENT AND REVOKES ANY PROXY
HERETOFORE GIVEN WITH RESPECT TO THE MEETING. THE SHARES REPRESENTED HEREBY WILL
BE VOTED AS INDICATED OR FOR THE PROPOSAL IF NO CHOICE IS INDICATED. THE SHARES
REPRESENTED HEREBY WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER ON ANY
OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING.
VOTE VIA THE INTERNET: www.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-800-337-3503
---------- ---------
| | | |
---------- ---------
Note: Please sign exactly as your name(s)
appear(s) on this card. When signing as
attorney, executor, administrator, trustee,
guardian or as custodian for a minor, please
sign your name and give your full title as
such. If signing on behalf of a corporation,
please sign the full corporate name and your
name and indicate your title. If you are a
partner signing for a partnership, please
sign the partnership name, your name and
indicate your title. Joint owners should each
sign these instructions. Please sign, date
and return.
---------------------------------------------
Signature and Title, if applicable
---------------------------------------------
Signature (if held jointly)
---------------------------------------------
Date ANM_27495_020816_Pref
EVERY STOCKHOLDER'S VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the
AllianceBernstein National Municipal Income Fund, Inc.
Joint Annual Meeting of Stockholders to Be Held on March 31, 2016.
The Proxy Statement and Proxy Card for this meeting are available at:
https://www.proxy-direct.com/ALL-27495
--------------------------------------
IF YOU VOTE ON THE INTERNET OR BY TELEPHONE,
YOU NEED NOT RETURN THIS PROXY CARD
Please detach at perforation before mailing.
PLEASE MARK A BOX BELOW IN BLUE OR BLACK INK AS FOLLOWS. EXAMPLE: (black box)
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS A VOTE "FOR" THE PROPOSAL.
1. Election of three Class One Directors: FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
01. John H. Dobkin 02. Michael J. Downey 03. Nancy P. Jacklin [ ] [ ] [ ]
To withhold your vote for any nominee(s), mark the "For All Except" box and
write the nominee's number on the line provided below.
--------------------------------------------------------------------------------
2. To transact such other business as may properly come before the Meeting or
any postponement or adjournment thereof.
WE URGE YOU TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY
ANM_27495_020816_Pref