ALLIANCEBERNSTEIN INVESTMENTS, INC.
1345 Avenue of the Americas
New York, NY 10105
212-969-1000
March 17, 2009
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Amended Filing Pursuant to Rule 17g-1 under the
Investment Company Act of 1940 with Respect to
Registered Investment Companies Managed by
AllianceBernstein L.P.
-------------------------------------------------
Dear Sirs:
Enclosed, on behalf of each of the registered investment companies (the
"Funds") managed by AllianceBernstein L.P. (see Schedule A, attached hereto),
and pursuant to Rule 17g-1 under the Investment Company Act of 1940, as amended,
are copies of the following documents:
(i) Rider #13 to the Funds' Investment Company Blanket Bond (the "Bond")
for the period March 6, 2008 to March 6, 2009 (the "Bond Period"), extending the
Bond Period from March 6, 2009 to May 15, 2009 (Exhibit A);
(ii) The Joint Fidelity Bond Agreement with respect to the extension of the
Bond Period (Exhibit B); and
(iii) the resolutions of the Boards of Directors or Trustees of the Funds,
including a majority of the Directors or Trustees who are not interested persons
of the Funds, approving the extension of the Bond Period (Exhibits C-1, C-2,
C-3, C-4 and C-5).
Sincerely,
/s/Gregory M. Rosta
-----------------------
Gregory M. Rosta
Chief Compliance Officer
Enclosures
SCHEDULE A
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Name of Fund File No.
------------ --------
ACM MANAGED DOLLAR INCOME FUND, INC. 811-07964
ALLIANCE CALIFORNIA MUNICIPAL INCOME FUND, INC. 811-10575
ALLIANCE NEW YORK MUNICIPAL INCOME FUND, INC. 811-10577
ALLIANCEBERNSTEIN BALANCED SHARES, INC. 811-00134
ALLIANCEBERNSTEIN BLENDED STYLE SERIES, INC. 811-21081
ALLIANCEBERNSTEIN BOND FUND, INC. 811-02383
ALLIANCEBERNSTEIN CAP FUND, INC. 811-01716
ALLIANCEBERNSTEIN CORPORATE SHARES 811-21497
ALLIANCEBERNSTEIN DIVERSIFIED YIELD FUND, INC. 811-07391
ALLIANCEBERNSTEIN EXCHANGE RESERVES 811-08294
ALLIANCEBERNSTEIN FIXED-INCOME SHARES, INC. 811-06068
ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND, INC. 811-09687
ALLIANCEBERNSTEIN GLOBAL BOND FUND, INC. 811-06554
ALLIANCEBERNSTEIN GLOBAL GROWTH FUND, INC. 811-21064
ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC. 811-07732
ALLIANCEBERNSTEIN GLOBAL REAL ESTATE INVESTMENT FUND, INC. 811-07707
ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND, INC. 811-03131
ALLIANCEBERNSTEIN GREATER CHINA '97 FUND, INC. 811-08201
ALLIANCEBERNSTEIN GROWTH AND INCOME FUND, INC. 811-00126
ALLIANCEBERNSTEIN HIGH INCOME FUND, INC. 811-08188
ALLIANCEBERNSTEIN INCOME FUND, INC. 811-05207
ALLIANCEBERNSTEIN INSTITUTIONAL FUNDS, INC. 811-08403
ALLIANCEBERNSTEIN INTERNATIONAL GROWTH FUND, INC. 811-08426
ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND, INC. 811-06730
ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND, INC. 811-04791
ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND II 811-07618
ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC. 811-10573
ALLIANCEBERNSTEIN SMALL/MID-CAP GROWTH FUND, INC. 811-00204
ALLIANCEBERNSTEIN TRUST 811-10221
ALLIANCEBERNSTEIN UTILITY INCOME FUND, INC. 811-07916
ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC. 811-05398
SANFORD C. BERNSTEIN FUND, INC. 811-05555
SANFORD C. BERNSTEIN FUND II, INC. 811-21034
THE ALLIANCEBERNSTEIN POOLING PORTFOLIOS 811-21673
THE ALLIANCEBERNSTEIN PORTFOLIOS 811-05088
THE SPAIN FUND, INC. 811-05189
Exhibit A
RIDER #13
---------
This endorsement, effective 12:01 A.M. March 6, 2009 forms a part of policy
number 341-01-73 issued to AllianceBernstein Complex of Registered Investment
Companies by National Union Fire Insurance Company of Pittsburgh, Pa.
EXTENSION OF BOND PERIOD
------------------------
In consideration of the additional premium of $45,260, it is hereby understood
and agreed that Item 2. Bond Period stated on the Declarations is deleted in its
entirety and replaced with the following:
Item 2. Bond period: from 12:01 a.m. March 6, 2008 to 12:01 a.m. May 15, 2009
It is further understood and agreed that the Limit of Liability for the expanded
Bond Period shall be part of and not in addition to the Limit of Liability
stated in the Declarations of this policy.
/s/
-------------------------
AUTHORIZED REPRESENTATIVE
Exhibit B
Registered Investment Companies
Joint Fidelity Bond Agreement
-----------------------------
AGREEMENT made as of March 5, 2009, by and among ACM Managed Dollar Income
Fund, Inc., Alliance California Municipal Income Fund, Inc., Alliance New York
Municipal Income Fund, Inc., AllianceBernstein Balanced Shares, Inc.,
AllianceBernstein Blended Style Series, Inc., AllianceBernstein Bond Fund, Inc.,
AllianceBernstein Cap Fund, Inc., AllianceBernstein Corporate Shares,
AllianceBernstein Diversified Yield Fund, Inc., AllianceBernstein Exchange
Reserves, AllianceBernstein Fixed-Income Shares, Inc., AllianceBernstein Focused
Growth & Income Fund, Inc., AllianceBernstein Global Bond Fund, Inc.,
AllianceBernstein Global High Income Fund, Inc., AllianceBernstein Global Real
Estate Investment Fund, Inc., AllianceBernstein Global Growth Fund, Inc.,
AllianceBernstein Global Thematic Growth Fund, Inc., AllianceBernstein Greater
China '97 Fund, Inc., AllianceBernstein Growth and Income Fund, Inc.,
AllianceBernstein High Income Fund, Inc., AllianceBernstein Income Fund, Inc.,
AllianceBernstein Institutional Funds, Inc., AllianceBernstein International
Growth Fund, Inc., AllianceBernstein Large Cap Growth Fund, Inc.,
AllianceBernstein Small/Mid-Cap Growth Fund, Inc., AllianceBernstein Municipal
Income Fund, Inc., AllianceBernstein Municipal Income Fund II, AllianceBernstein
National Municipal Income Fund, Inc., AllianceBernstein Trust, AllianceBernstein
Utility Income Fund, Inc., AllianceBernstein Variable Products Series Fund,
Inc., Sanford C. Bernstein Fund, Inc., Sanford C. Bernstein Fund II, Inc., The
AllianceBernstein Portfolios, The AllianceBernstein Pooling Portfolios, The
Spain Fund, Inc., and AllianceBernstein L.P.
WHEREAS, the investment companies that are parties to this Agreement are
management investment companies registered under the Investment Company Act of
1940, as amended (the "Act"); and
WHEREAS, AllianceBernstein L.P. provides investment advisory services
and/or certain administrative and financial services to the investment
companies; and
WHEREAS, Rule 17g-1, as amended, promulgated under the Act requires
registered management investment companies to provide and maintain fidelity
bonds covering their officers and employees in amounts no less than stated
minimums based upon the gross assets of such registered management investment
companies; and
WHEREAS, Paragraph (b) of Rule 17g-1 permits registered management
investment companies which are managed and/or whose shares are distributed by
the same person to be named as insured under a joint bond; and
WHEREAS, the investment companies are registered management investment
companies managed by AllianceBernstein L.P.; and
WHEREAS, the Board of Directors of the Sanford C. Bernstein Fund, Inc.
("SCB Fund") elected to calculate the required amounts of fidelity bond coverage
on a basis that treated each portfolio of SCB Fund as a separate registered
management investment company for purposes of Rule 17g-1, even though not
required to do so under the Rule; and
WHEREAS, the Boards of Directors or Trustees of each investment company
that is a party to this agreement other than SCB Fund (each such investment
company, an "AB Fund", and together, the "AB Funds") that has multiple
portfolios elected to calculate the required amounts of fidelity bond coverage
on a basis that treated such an investment company as a single registered
management investment company for purposes of Rule 17g-1; and
WHEREAS, the Board of Directors or Trustees of each of the investment
companies has approved coverage under one joint fidelity bond with each of the
other investment companies which are parties to this Agreement in the respective
amounts set forth in Schedule A to this Agreement; and
WHEREAS, the Board of Directors or Trustees of each of the investment
companies has approved an extension of the 2008-2009 joint fidelity bond such
that it shall expire on May 15, 2009 instead of March 6, 2009; and
WHEREAS, The Boards of Directors or Trustees of each of the investment
companies have re-calculated the amount of fidelity bond coverage necessary for
the investment companies to comply with Rule 17g-1 during the extension period
using gross asset values as of February 28, 2009.
NOW, THEREFORE, it is agreed as follows:
1. That the investment companies which are parties to this Agreement will
be named as insured and will be covered under a joint fidelity bond
with National Union Fire Insurance Co. (AIG), Zurich Insurance
Company, Continental Insurance Company (CNA), Fidelity & Deposit
Company of Maryland and Liberty Mutual Insurance Company in the
aggregate amount of $57,000,000 at a total annual premium of
$49,860.00, each such investment company having specific coverage in
accordance with Rule 17g-1(d) and each such investment company (or
portfolio thereof) allocated a portion of the premium for the insured
bond in the respective amounts set forth in Schedule A opposite its
name. The required coverage amount (as determined pursuant to the
elections of the respective Boards) for each investment company is
also shown opposite the name of each investment company in a separate
column on Schedule A.
2. AllianceBernstein L.P. has been named an insured under the joint
fidelity bond for administrative convenience. The parties agree that
in no event will AllianceBernstein L.P. be entitled to retain any
recovery payable under the joint fidelity bond, although it may
receive payments for distribution to one or more investment companies
to facilitate the administration of the insured bond.
3. (a) If any investment company and one or more other parties hereto
that is an investment company sustains a loss for which recovery is
received under the policy, each such investment company shall receive
that portion of the recovery which is sufficient in amount to
indemnify that party in full for the loss sustained by it (other than
the portion thereof subject to a deductible), unless the recovery is
inadequate to fully indemnify all investment companies for such losses
(other than the portions thereof subject to deductibles).
(b) If the recovery is inadequate to indemnify fully each such party
for such loss (other than the portion thereof subject to a
deductible), the recovery shall be allocated among the parties as
follows:
(i) The AB Funds shall be allocated an aggregate amount equal to the
lesser of (A) their actual aggregate loss (net of any deductible) and
(B) the sum of $40.175 million plus the difference between $16.825
million and the amount of the loss recovered by the SCB Fund under
clause (ii). Such amount shall be allocated among the AB Funds on an
equitable and proportionate basis as determined by their respective
Boards of Directors or Trustees, but each AB Fund shall be allocated
an amount at least equal to the amount which it would have received
had it provided and maintained a single insured bond with the minimum
coverage required by Rule 17g-1(d)(1).
(ii) SCB Fund shall be allocated an aggregate amount equal to the
lesser of (A) its actual loss (net of any deductible) and (B) the sum
of $16.825 million plus the difference between $40.175 million and the
amount of the loss recovered by the AB Funds under clause (i). Such
amounts shall be allocated among the portfolios of the SCB Fund on an
equitable and proportionate basis as determined by the Board of
Directors of the SCB Fund, but each portfolio shall be allocated an
amount at least equal to the amount which it would have received had
it provided and maintained a single insurance bond with the minimum
coverage required by Rule 17g-1(d)(1), assuming that such portfolio
would be deemed a separate registered investment company for such
purposes.
(iii) Where a compromise results in recovery by either or both of SCB
Fund and one or more of the AB Funds of less than the full amount of
its (or their) actual aggregate loss covered by the fidelity bond, the
recovery shall be allocated consistent with (i) and (ii) above,
without regard to the proportion of the actual aggregate loss
recovered, and with the $16.825 million and $40.175 million amounts
being reduced proportionate to any reduction to the $57 million total
insured bond as a result of such compromise unless the compromise was
based on facts and circumstances particular to one or more, but fewer
than all, insured parties seeking to recover, in which case one or
both of the $16.875 million or $40.175 million amounts will be
adjusted in an equitable manner taking into account the particular
facts and circumstances and the principles reflected above.
4. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.
/s/ Emilie D. Wrapp
------------------------
Emilie D. Wrapp
Secretary for Each of the Investment
Companies
Schedule A
----------
17g-1 Bond
Registered Management Investment Companies Premium ($) Amount ($)
------------------------------------------ ----------- ----------
ACM Managed Dollar Income Fund, Inc. 459.24 525,000
Alliance California Municipal Income Fund, Inc. 524.84 600,000
Alliance New York Municipal Income Fund, Inc. 459.24 525,000
AllianceBernstein Balanced Shares, Inc. 787.26 900,000
AllianceBernstein Blended Style Series, Inc. 1,312.11 1,500,000
AllianceBernstein Bond Fund, Inc. 787.26 900,000
AllianceBernstein Cap Fund, Inc. 656.05 750,000
AllianceBernstein Corporate Shares 393.63 450,000
AllianceBernstein Diversified Yield Fund, Inc. 349.89 400,000
AllianceBernstein Exchange Reserves 874.74 1,000,000
AllianceBernstein Fixed-Income Shares, Inc. 1,093.42 1,250,000
AllianceBernstein Focused Growth & Income Fund, Inc. 459.24 525,000
AllianceBernstein Global Bond Fund, Inc. 1,662.00 1,900,000
AllianceBernstein Global High Income Fund, Inc. 874.74 1,000,000
AllianceBernstein Global Real Estate Investment
Fund, Inc. 393.63 450,000
AllianceBernstein Global Growth Fund, Inc. 349.89 400,000
AllianceBernstein Global Thematic Growth Fund, Inc. 874.74 1,000,000
AllianceBernstein Greater China '97 Fund, Inc. 349.89 400,000
AllianceBernstein Growth and Income Fund, Inc. 1,312.11 1,500,000
AllianceBernstein High Income Fund, Inc. 787.26 900,000
AllianceBernstein Income Fund, Inc. 1,836.95 2,100,000
AllianceBernstein Institutional Funds, Inc. 874.74 1,000,000
AllianceBernstein International Growth Fund, Inc. 1,312.11 1,500,000
AllianceBernstein Large Cap Growth Fund, Inc. 1,312.11 1,500,000
AllianceBernstein Small/Mid Cap Growth Fund, Inc. 656.05 750,000
AllianceBernstein Municipal Income Fund, Inc. 1,487.05 1,700,000
AllianceBernstein Municipal Income Fund II 1,312.11 1,500,000
AllianceBernstein National Municipal Income Fund, Inc. 787.26 900,000
AllianceBernstein Trust 2,186.84 2,500,000
AllianceBernstein Utility Income Fund, Inc. 524.84 600,000
AllianceBernstein Variable Products Series Fund, Inc. 2,186.84 2,500,000
Sanford C. Bernstein Fund, Inc.
California Municipal Portfolio 1,093.42 1,250,000
Diversified Municipal Portfolio 2,186.84 2,500,000
Emerging Markets Portfolio 1,312.11 1,500,000
Intermediate Duration Portfolio 2,186.84 2,500,000
International Portfolio 1,487.05 1,700,000
New York Municipal Portfolio 1,312.11 1,500,000
Short Duration California Municipal Portfolio 459.24 525,000
Short Duration Diversified Municipal Portfolio 656.05 750,000
Short Duration New York Municipal Portfolio 524.84 600,000
Short Duration Plus Portfolio 787.26 900,000
Tax-Managed International Portfolio 2,186.84 2,500,000
U.S. Government Short Duration Portfolio 524.84 600,000
Sanford C. Bernstein Fund II, Inc. 1,093.42 1,250,000
The AllianceBernstein Portfolios 2,186.84 2,500,000
The AllianceBernstein Pooling Portfolios 2,186.84 2,500,000
The Spain Fund, Inc. 349.89 400,000
Totals 49,772.53 56,900,000
Exhibit C-1
Consent and Action in Lieu of
Meeting of the Boards of Directors
----------------------------------
The undersigned, being the entire Board of Directors (the "Board of
Directors") of each fund listed on Schedule I, each a Maryland corporation (each
a "Fund"), pursuant to Section 2-408(c) of the Maryland General Corporation Law,
do hereby unanimously consent and agree, by signing this written consent, to the
adoption of the following resolutions and the filing of the same with the
minutes of proceedings of the Board of Directors, with the same effect as if
such action had been taken by unanimous vote at a meeting of the Board of
Directors duly called and held:
RESOLVED, that the Board of Directors hereby approves the extension through
May 15, 2009 of the joint fidelity bond with National Union Fire Insurance Co.
(AIG), Zurich Insurance Company, Continental Insurance Company (CAN), Fidelity
and Deposit Company of Maryland and Liberty Mutual Insurance Company covering
officers and employees of the Fund (and employees of service providers to the
Fund if and to the extent such persons are included in the definition of
"Employee" in the joint fidelity bond).
IN WITNESS WHEREOF, we have hereunto signed our names as of the 5th day of
March, 2009.
____________________________ ________________________
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
** Mr. Moody is a Director of each Fund, except AFIS
Schedule I
The AllianceBernstein Funds
AllianceBernstein Balanced Shares, Inc. ABS
AllianceBernstein Blended Style Series, Inc. ABBS
AllianceBernstein Bond Fund, Inc. ABF
AllianceBernstein Cap Fund, Inc. ACF
AllianceBernstein Diversified Yield Fund, Inc. ADYF
AllianceBernstein Fixed-Income Shares, Inc. AFIS
AllianceBernstein Focused Growth & Income Fund, Inc. AFGIF
AllianceBernstein Global Bond Fund, Inc. AGBF
AllianceBernstein Global Real Estate Investment Fund, Inc. AGREIF
AllianceBernstein Global Growth Fund, Inc. AGGF
AllianceBernstein Global Thematic Growth Fund, Inc. AGTGF
AllianceBernstein Growth and Income Fund, Inc. AGIF
AllianceBernstein High Income Fund, Inc. AHIF
AllianceBernstein Institutional Funds, Inc. AInstF
AllianceBernstein International Growth Fund, Inc. AIGF
AllianceBernstein Large Cap Growth Fund, Inc. ALCGF
AllianceBernstein Small/Mid Cap Growth Fund, Inc. ASMCGF
AllianceBernstein Municipal Income Fund, Inc. AMIF
AllianceBernstein Utility Income Fund, Inc. AUIF
AllianceBernstein Variable Products Series Fund, Inc AVP
Sanford C. Bernstein Fund II, Inc. SCB II
AllianceBernstein Income Fund, Inc. ABIF
ACM Managed Dollar Income Fund, Inc. MGD
Alliance California Municipal Income Fund, Inc. ACMIF
AllianceBernstein National Municipal Income Fund, Inc ANMIF
Alliance New York Municipal Income Fund, Inc. ANYMIF
AllianceBernstein Global High Income Fund, Inc. AGHIF
Exhibit C-2
SANFORD C. BERNSTEIN FUND, INC.
Consent and Action in Lieu of
Meeting of the Board of Directors
---------------------------------
The undersigned, being the entire Board of Directors (the "Board of
Directors") of the Sanford C. Bernstein Fund, Inc., a Maryland corporation (the
"Fund"), pursuant to Section 2-408(c) of the Maryland General Corporation Law,
do hereby unanimously consent and agree, by signing this written consent, to the
adoption of the following resolutions and the filing of the same with the
minutes of proceedings of the Board of Directors, with the same effect as if
such action had been taken by unanimous vote at a meeting of the Board of
Directors duly called and held:
RESOLVED, the Board of Directors hereby approves the
extension through May 15, 2009 of the joint fidelity bond
with National Union Fire Insurance Co. (AIG), Zurich
Insurance Company, Continental Insurance Company (CNA),
Fidelity & Deposit Company of Maryland and Liberty Mutual
Insurance Company covering officers and employees of the
Fund (and employees of affiliated service providers to the
Fund to the extent such persons are included in the
definition of "Employee" in the joint fidelity bond);
RESOLVED, that the Board of Directors hereby approves
the extension through May 15, 2009 of the joint directors'
and officers' liability policy covering the Adviser and its
affiliates, the Fund, the AllianceBernstein Funds and The
Spain Fund, Inc. and issued by a group of insurance
companies led by a subsidiary of American International
Group; and
RESOLVED that, the Board of Directors hereby approves
the extension through May 15, 2009 of the Excess/DIC Side A
Directors' and Officers' Liability Insurance coverage from
XL Specialty Insurance Company, Chubb Atlantic Indemnity
Ltd. and AIG Excess.
IN WITNESS WHEREOF, we have hereunto signed our names as of the 5th day of
March, 2009.
-------------------------------- -----------------------------
Irwin Engelman Donald K. Peterson
-------------------------------- -----------------------------
Bart Friedman Thomas B. Stiles II
-------------------------------- -----------------------------
Marilyn G. Fedak Rosalie Wolf
--------------------------------
William Kristol
Exhibit C-3
AllianceBernstein Corporate Shares
AllianceBernstein Exchange Reserves
AllianceBernstein Municipal Income Fund II
AllianceBernstein Trust
The AllianceBernstein Portfolios
The AllianceBernstein Pooling Portfolios
Consent and Action
In Lieu of Meeting of the Trustees
----------------------------------
The undersigned, being the Trustees of each of the above-captioned Fund,
each a trust with transferable shares under Massachusetts law (each, a "Fund"),
established under an Agreement and Declaration of Trust filed in the offices of
the Secretary of the Commonwealth of Massachusetts, and of the Clerk of the City
of Boston (the "Declaration"), acting by written consent pursuant to the
Declaration, DO HEREBY ADOPT the following resolutions:
RESOLVED, that the Trustees hereby approve the
extension through May 15, 2009 of the joint fidelity bond
with National Union Fire Insurance Co. (AIG), Zurich
Insurance Company, Continental Insurance Company (CAN),
Fidelity and Deposit Company of Maryland and Liberty Mutual
Insurance Company covering officers and employees of the
Fund (and employees of service providers to the Fund if and
to the extent such persons are included in the definition of
"Employee" in the joint fidelity bond).
IN WITNESS WHEREOF, we have hereunto signed our names as of the 5th day
of March, 2009.
____________________________ ________________________
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
** Mr. Moody is a Trustee of each Fund, except ACS
Exhibit C-4
THE SPAIN FUND, INC.
Consent and Action in Lieu of
Meeting of the Board of Directors
---------------------------------
The undersigned, being the entire Board of Directors of The Spain Fund,
Inc., a Maryland Corporation (the "Corporation"), pursuant to Section 2-408(c)
of the Maryland General Corporation Law, do hereby unanimously consent and
agree, by signing this written consent, to the adoption of the following
resolutions and the filing of the same with the minutes of proceedings of the
Board of Directors, with the same effect as if such action had been taken by
unanimous vote at a meeting of the Board of Directors duly called and held
RESOLVED, that the Board of Directors hereby approves the extension through
May 15, 2009 of the joint fidelity bond with National Union Fire Insurance Co.
(AIG), Zurich Insurance Company, Continental Insurance Company (CAN), Fidelity
and Deposit Company of Maryland and Liberty Mutual Insurance Company covering
officers and employees of the Corporation (and employees of service providers to
the Corporation if and to the extent such persons are included in the definition
of "Employee" in the joint fidelity bond); and
RESOLVED, that the Board of Directors hereby approves the extension through
May 15, 2009 of the (i) the joint directors' and officers' liability policy
covering the Manager and its affiliates, the Corporation, the AllianceBernstein
Funds and Sanford C. Bernstein Fund, Inc. and issued by a group of insurance
companies led by a subsidiary of American International Group, and (ii) the
joint directors' and officers' liability policy covering the Corporation and the
AllianceBernstein Funds issued by ICI Mutual Insurance Company.
IN WITNESS WHEREOF, we have hereunto signed our names as of the 5th day of
March, 2009.
-------------------------------- ----------------------------
William H. Foulk, Jr. Antonio Eraso
-------------------------------- ----------------------------
Daniel de Fernando Garcia Baldomero Falcones Jaquotot
-------------------------------- ----------------------------
Inmaculada de Habsburgo-Lorena Luis Abril Perez
Exhibit C-5
ALLIANCEBERNSTEIN GREATER CHINA '97 FUND, INC.
Consent and Action in Lieu of
Meeting of the Board of Directors
---------------------------------
The undersigned, being the entire Board of Directors of AllianceBernstein
Greater China '97 Fund, Inc., a Maryland corporation (the "Fund"), pursuant to
Section 2-408(c) of the Maryland General Corporation Law, do hereby unanimously
consent and agree, by signing this written consent, to the adoption of the
following resolutions and the filing of same with the minutes of proceedings of
the Board of Directors, with the same effect as if such action had been taken by
unanimous vote at a meeting of the Board of Directors duly called and held:
RESOLVED, that the Board of Directors hereby approves
the extension through May 15, 2009 of the joint fidelity
bond with National Union Fire Insurance Co. (AIG), Zurich
Insurance Company, Continental Insurance Company (CAN),
Fidelity and Deposit Company of Maryland and Liberty Mutual
Insurance Company covering officers and employees of the
Fund (and employees of service providers to the Fund if and
to the extent such persons are included in the definition of
"Employee" in the joint fidelity bond).
IN WITNESS WHEREOF, we have hereunto signed our names as of the 5th day
of March, 2009.
--------------------------- ----------------------------
William H. Foulk, Jr. Garry L. Moody
---------------------------
David H. Dievler
SK 00250 0073 972629