SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. ___)
Filed by the Registrant /X/
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/_/ Preliminary Proxy Statement
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14a-6(e)(2))
/X/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/_/ Soliciting Materials Pursuant to Section 240.14a-12
AllianceBernstein National Municipal Income Fund, Inc.
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[LOGO]
ALLIANCEBERNSTEIN
ALLIANCEBERNSTEIN INCOME FUND, INC.
ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC.
ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC.
ALLIANCE CALIFORNIA MUNICIPAL INCOME FUND, INC.
ALLIANCE NEW YORK MUNICIPAL INCOME FUND, INC.
--------------------------------------------------------------------------------
1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
--------------------------------------------------------------------------------
NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS
MARCH 29, 2012
To the stockholders of AllianceBernstein Income Fund, Inc. ("ABIF"),
AllianceBernstein Global High Income Fund, Inc. ("AGHIF"), AllianceBernstein
National Municipal Income Fund, Inc. ("ANMIF"), Alliance California Municipal
Income Fund, Inc. ("ACMIF") and Alliance New York Municipal Income Fund, Inc.
("ANYMIF"):
Notice is hereby given that a Joint Annual Meeting of Stockholders (the
"Meeting") of ABIF, AGHIF, ANMIF, ACMIF and ANYMIF, each of which is a Maryland
corporation (each, a "Fund" and collectively, the "Funds"), will be held at the
offices of the Funds, 1345 Avenue of the Americas, 8th Floor, New York, New
York 10105, on March 29, 2012 at 3:00 p.m., Eastern Time, for the following
purposes, each of which is more fully described in the accompanying Proxy
Statement dated February 23, 2012:
1. To elect three Directors of each Fund, each such Director to hold office
for a term of three years, as provided herein, and until his successor
is duly elected and qualifies; and
2. To transact such other business as may properly come before the Meeting.
Any stockholder of record of ABIF, AGHIF, ANMIF, ACMIF or ANYMIF at the
close of business on February 14, 2012 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 23, 2012
--------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, SIGN
AND DATE IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF
MAILED IN THE UNITED STATES. YOU MAY ALSO, BY TELEPHONE OR THROUGH THE
INTERNET, AUTHORIZE PROXIES TO CAST YOUR VOTE. TO DO SO, PLEASE FOLLOW THE
INSTRUCTIONS ON THE ENCLOSED PROXY CARD. YOUR VOTE IS VERY IMPORTANT NO MATTER
HOW MANY SHARES YOU OWN. PLEASE COMPLETE, DATE, SIGN AND RETURN YOUR PROXY
PROMPTLY IN ORDER TO SAVE THE FUNDS ANY ADDITIONAL COST OF FURTHER PROXY
SOLICITATION AND IN ORDER FOR THE MEETING TO BE HELD AS SCHEDULED.
--------------------------------------------------------------------------------
AllianceBernstein(R) and the AB Logo are registered trademarks and service
marks used by permission of the owner, AllianceBernstein L.P.
PROXY STATEMENT
ALLIANCEBERNSTEIN INCOME FUND, INC.
ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC.
ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC.
ALLIANCE CALIFORNIA MUNICIPAL INCOME FUND, INC.
ALLIANCE NEW YORK MUNICIPAL INCOME FUND, INC.
1345 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10105
-----------------
JOINT ANNUAL MEETING OF STOCKHOLDERS
MARCH 29, 2012
-----------------
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 Income Fund, Inc. ("ABIF"), AllianceBernstein
Global High Income Fund, Inc. ("AGHIF"), AllianceBernstein National Municipal
Income Fund, Inc. ("ANMIF"), Alliance California Municipal Income Fund, Inc.
("ACMIF") and Alliance New York Municipal Income Fund, Inc. ("ANYMIF"), each of
which is a Maryland corporation (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 29, 2012 at 3:00 p.m., Eastern
Time. The solicitation will be by mail and the cost for each Fund will be borne
by that Fund. The Notice of Meeting, Proxy Statement and Proxy Card are being
mailed to stockholders on or about February 23, 2012.
Any stockholder who owned shares of ABIF, AGHIF, ANMIF, ACMIF and ANYMIF on
February 14, 2012 (the "Record Date") is entitled to notice of, and to vote at,
the Meeting and any postponement or adjournment thereof. Each share is entitled
to one vote.
IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDERS' MEETING TO BE HELD ON THURSDAY, MARCH 29, 2012. THE PROXY
STATEMENT IS AVAILABLE ON THE INTERNET AT
WWW.ALLIANCEBERNSTEIN.COM/ABFUNDSPROXY.
1
PROPOSAL ONE
ELECTION OF DIRECTORS
At the Meeting, three Directors of each Fund will be elected to serve for
terms of three years and, in each case, until his successor is elected and
qualifies. The affirmative vote of a majority of the votes cast by a Fund's
stockholders is required to elect a Director. It is the intention of the
persons named in the enclosed proxy to nominate and vote in favor of the
election of each of the nominees.
At the Meeting, the holders of each series of preferred stock of ANMIF,
ACMIF and ANYMIF (the "Preferred Stockholders") will have equal voting rights
with the holders of the common stock of ANMIF, ACMIF and ANYMIF (i.e., one vote
per share), respectively, and will vote together with the holders of the common
stock as a single class on proposals that may be properly presented at the
Meeting applicable to their respective Funds, as described below. The Preferred
Stockholders, voting separately as a class, have the right to elect two
Directors of their Fund ("Preferred Directors"). The Preferred Directors are
John H. Dobkin and Michael J. Downey and each is a member of Class One of
ANMIF, ACMIF and ANYMIF. While the Preferred Stockholders have the right to
elect the Preferred Directors, they are not standing for election at the
Meeting because the terms of the Class One Directors do not expire until 2013.
Under the Funds' respective Charters and Bylaws, the Board has been divided
into three classes. For all of the Funds, the terms of Class Three Directors
will expire as of the Meeting, the terms of Class One Directors will expire as
of the annual meeting of stockholders to be held in 2013 and the terms of Class
Two Directors will expire as of the annual meeting of stockholders to be held
in 2014. Upon expiration of the terms of the Directors of each class as set
forth above, the terms of their successors in that class will continue until
the end of their terms and until their successors are duly elected and qualify.
Under this classified Board structure, only those Directors in a single
class are required to be elected at the annual meeting of stockholders. It
would require two years of annual meeting elections to change a majority of the
Board of Directors of a Fund, although Maryland law provides that stockholders
may remove Directors under certain circumstances, even if 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, Garry L. Moody, Marshall C. Turner, Jr. and Earl D. Weiner
are standing for election in Class Three of each Fund. 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.
2
Certain information concerning the Funds' Directors and the nominees is set
forth below.
NUMBER OF
PORTFOLIOS
IN
YEAR ALLIANCE-
TERM BERNSTEIN
AS A FUND OTHER
DIRECTOR PRINCIPAL OCCUPATION(S) COMPLEX DIRECTORSHIPS
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 AGHIF: 19 Investment Adviser and an 102 None
William H. Foulk, Jr., Two ABIF: 14, Independent Consultant
#,## (Each ANMIF, since prior to 2007.
79 Fund ACMIF and Previously, he was Senior
2014) ANYMIF: 10 Manager of Barrett
Associates, Inc., a
registered investment
adviser. He was formerly
Deputy Comptroller and
Chief Investment Officer
of the State of New York
and, prior thereto, Chief
Investment Officer of the
New York Bank for
Savings. He has served as
a director or trustee of
various AllianceBernstein
Funds since 1983 and has
been Chairman of the
AllianceBernstein Funds
and of the Independent
Directors Committees of
the AllianceBernstein
Funds since 2003.
John H. Dobkin, # Class ABIF: 14 Independent Consultant 102 None
70 One AGHIF: 19, since prior to 2007.
(ABIF, ANMIF, Formerly, President of
ANMIF, ACMIF and Save Venice, Inc.
ACMIF ANYMIF: 10 (preservation organization)
and from 2001-2002; Senior
ANYMIF Adviser from June 1999-
2013) June 2000 and President of
Historic Hudson Valley
Class (historic preservation)
Two from December 1989-May
(AGHIF 1999. Previously, Director
2014) of the National Academy
of Design. He has served
as a director or trustee of
various AllianceBernstein
Funds since 1992.
3
NUMBER OF
PORTFOLIOS
IN
YEAR ALLIANCE-
TERM BERNSTEIN
AS A FUND OTHER
DIRECTOR PRINCIPAL OCCUPATION(S) COMPLEX DIRECTORSHIPS
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 102 Asia Pacific
68 One Fund: 7 to 2007. Formerly, managing Fund, Inc.
(Each partner of Lexington Capital, and The
Fund LLC (investment advisory Merger Fund
2013) firm) from December 1997- since prior to
December 2003. From 1987- 2007 and
1993, Chairman and CEO of Prospect
Prudential Mutual Fund Acquisition
Management, director of the Corp.
Prudential mutual funds, and (financial
member of the Executive services) from
Committee of Prudential 2007-2009
Securities Inc. He has served
as a director or trustee of the
AllianceBernstein Funds
since 2005.
D. James Guzy, # Class Each Chairman of the Board of 102 Cirrus Logic
75 Two Fund: 6 PLX Technology (semi- Corporation
(Each conductors) and of SRC (semi-
Fund Computers Inc., with which conductors)
2014) he has been associated since and PLX
prior to 2007. He was a Technology
director of Intel Corporation (semi-
(semi-conductors) from conductors)
1969-2008, and served as since prior to
Chairman of the Finance 2007 and Intel
Committee for such Corporation
company for several years (semi-
until May 2008. He has conductors)
served as a director or trustee since prior to
of one or more of the 2007-2008
AllianceBernstein Funds
since 1982.
4
NUMBER OF
PORTFOLIOS
IN
YEAR ALLIANCE-
TERM BERNSTEIN
AS A FUND OTHER
DIRECTOR PRINCIPAL OCCUPATION(S) COMPLEX DIRECTORSHIPS
NAME, ADDRESS* WILL YEARS OF DURING PAST 5 YEARS OVERSEEN HELD BY
AND AGE EXPIRE SERVICE** OR LONGER BY DIRECTOR DIRECTOR
-------------------- -------- --------- -------------------------------- ----------- -------------
Nancy P. Jacklin, # Class Each Professorial Lecturer at the 102 None
63 One Fund: 6 Johns Hopkins School of
(Each Advanced International
Fund Studies since 2008.
2013) Formerly, U.S. Executive
Director of the International
Monetary Fund from
December 2002-May 2006;
Partner, Clifford Chance
from 1992-2002; Sector
Counsel, International
Banking and Finance, and
Associate General Counsel,
Citicorp from 1985-1992;
Assistant General Counsel
(International), Federal
Reserve Board of Governors
from 1982-1985; and
Attorney Advisor, U.S.
Department of the Treasury
from 1973-1982. Member of
the Bar of the District of
Columbia and New York;
member of the Council on
Foreign Relations. She has
served as a director or trustee
of the AllianceBernstein
Funds since 2006.
Garry L. Moody, # Class Each Independent Consultant. 102 None
59 Three Fund: 4 Formerly, Partner, Deloitte
(Each & Touche LLP 1995-2008,
Fund where he held a number of
2015)+ senior positions, including
Vice Chairman, and U.S. and
Global Investment
Management Practice
Managing Partner; President,
Fidelity Accounting and
Custody Services Company
from 1993-1995; and
Partner, Ernst & Young LLP
from 1975-1993, where he
also served as the National
Director of Mutual Fund Tax
Services. He has served as a
director or trustee, and as
Chairman of the Audit
Committees, of most of the
AllianceBernstein Funds
since 2008.
5
NUMBER OF
PORTFOLIOS
IN
YEAR ALLIANCE-
TERM BERNSTEIN
AS A FUND OTHER
DIRECTOR PRINCIPAL OCCUPATION(S) COMPLEX DIRECTORSHIPS
NAME, ADDRESS* WILL YEARS OF DURING PAST 5 YEARS OVERSEEN HELD BY
AND AGE EXPIRE SERVICE** OR LONGER BY DIRECTOR DIRECTOR
--------------------------- -------- --------- ----------------------------- ----------- ----------------
Marshall C. Turner, Jr., # Class Each Private Investor since prior 102 Xilinx, Inc.
70 Three Fund: 6 to 2007. Interim CEO of (programmable
(Each MEMC Electronic logic semi-
Fund Materials, Inc. (semi- conductors)
2015)+ conductor and solar cell and MEMC
substrates) from November Electronic
2008-March 2009. He was Materials, Inc.
Chairman and CEO of (semi-
Dupont Photomasks, Inc. conductor and
(components of semi- solar cell
conductor manufacturing) substrates)
from 2003-2005, and since prior to
President and CEO from 2007
2005-2006, after the
company was acquired and
renamed Toppan
Photomasks, Inc. He has
served as a director or
trustee of one or more of
the AllianceBernstein
Funds since 1992.
Earl D. Weiner, # Class Each Of Counsel, and Partner 102 None
72 Three Fund: 5 prior to January 2007, of
(Each the law firm Sullivan &
Fund Cromwell LLP and
2015)+ member of ABA Federal
Regulation of Securities
Committee Task Force to
draft editions of the Fund
Director's Guidebook. He
has served as a director or
trustee of the
AllianceBernstein Funds
since 2007 and is
Chairman of the
Governance and
Nominating Committees of
most of the Funds.
6
NUMBER OF
PORTFOLIOS
IN
YEAR ALLIANCE-
TERM BERNSTEIN
AS A FUND OTHER
DIRECTOR PRINCIPAL OCCUPATION(S) COMPLEX DIRECTORSHIPS
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 102 None
1345 Avenue of the Americas One Fund: 3 AllianceBernstein L.P. (the
New York, NY 10105 (AGHIF "Adviser")+++ and head of
51 2013) AllianceBernstein
Investments, Inc.
Class ("ABI")+++ since July
Two 2008; Director of ABI and
(ABIF, President of the
ANMIF, AllianceBernstein Funds.
ACMIF Previously, he served as
and Executive Managing
ANYMIF Director of ABI from
2014) December 2006-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 served as 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.
## Member of the Fair Value Pricing 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
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 AllianceBernstein Fund Complex are set
forth below.
AGGREGATE DOLLAR
RANGE OF EQUITY
SECURITIES IN THE
FUNDS OVERSEEN IN THE
DOLLAR RANGE OF EQUITY ALLIANCEBERNSTEIN
SECURITIES IN THE FUNDS FUND COMPLEX AS OF
AS OF DECEMBER 31, 2011 DECEMBER 31, 2011
----------------------- ---------------------
Independent Directors
---------------------
John H. Dobkin ABIF: $10,001-$50,000 Over $100,000
AGHIF: $10,001-$50,000 Over $100,000
Michael J. Downey ABIF: $1-$10,000 Over $100,000
William H. Foulk, Jr. ABIF: $10,001-$50,000 Over $100,000
AGHIF: $10,001-$50,000 Over $100,000
ANMIF: $1-$10,000 Over $100,000
D. James Guzy AGHIF: $10,001-$50,000 Over $100,000
Garry L. Moody ABIF: $10,001-$50,000 Over $100,000
Nancy P. Jacklin AGHIF: $10,001-$50,000 Over $100,000
Marshall C. Turner, Jr. ABIF: Over $100,000 Over $100,000
Earl D. Weiner AGHIF: $10,001-$50,000 Over $100,000
ANYMIF: $1-$10,000 Over $100,000
Interested Director
-------------------
Robert M. Keith None None
The business and affairs of the Funds are managed under the direction of 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
8
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.
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 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
Funds' independent registered public accounting firm, and to exercise effective
business judgment in the performance of their duties as Directors. In addition
to his or her service as a Director of the Funds and other AllianceBernstein
Funds as noted in the table above: Mr. Dobkin has experience as an executive of
a number of organizations and served as Chairman of the Audit Committee of many
of the AllianceBernstein Funds from 2001 to 2008; Mr. Downey has experience in
the investment advisory business including as Chairman and Chief Executive
Officer of a large fund complex and as director of a number of
non-AllianceBernstein funds and as Chairman of a non-AllianceBernstein
closed-end fund; Mr. Foulk has experience in the investment advisory and
securities businesses, including as Deputy 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), has served as Chairman of the AllianceBernstein Funds and of the
Independent Directors Committee since 2003, and is active in a number of mutual
fund related organizations and committees; Mr. Guzy has experience as a
corporate director including as Chairman of a public company and Chairman of
the Finance Committee of a large public technology company; Ms. Jacklin has
experience as a financial services regulator including as U.S. Executive
Director of the International Monetary Fund, which is responsible for ensuring
the stability of the
9
international monetary system, and as a financial services lawyer in private
practice; Mr. Keith has experience as an executive of the Adviser, with
responsibility to, among other things, the AllianceBernstein Funds; Mr. Moody
has experience as a certified public accountant, including experience as Vice
Chairman and U.S. and Global Investment Management Practice Partner for a major
accounting firm, is a member of the governing council of an organization of
independent directors of mutual funds, and has served as Chairman of the Audit
Committee of most of the AllianceBernstein Funds since 2008; Mr. Turner has
experience as a director (including Chairman and Chief Executive officer of a
number of companies) and as a venture capital investor, including serving as
general partner of three institutional venture capital partnerships; and
Mr. Weiner has experience as a securities lawyer whose practice includes
representing registered investment companies and as Chairman, director or
trustee of a number of boards, and has served as Chairman of the Governance and
Nominating Committee of most of the AllianceBernstein Funds. 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 the Funds in accordance
with each Fund's 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 8 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
four standing committees - the Audit Committee, the Governance and Nominating
Committee, the Independent Directors Committee and the Fair Value Pricing
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
10
Independent Directors and management. The Directors have determined that the
Board's leadership by an Independent Director and its committees composed
exclusively of Independent Directors is appropriate because they believe it
sets the proper tone to the relationships between the 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. Day-to-day risk management of 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 will 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 ensuring effective 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, resource availability and/or the
effectiveness of relevant controls. Oversight of risk management is provided by
the Board and the Audit Committee. The Directors regularly receive reports
from, among others, management (including the Global Heads of Investment Risk
and Trading Risk of the Adviser), the Fund's Senior Officer (who is also the
Fund's chief compliance officer), the Fund's independent registered public
accounting firm, counsel and internal auditors for the Adviser, as appropriate,
regarding risks faced by the Funds and the Adviser's risk management programs.
Not all risks that may affect the Funds can be identified, nor can controls
be developed to eliminate or mitigate their occurrence or effects. It may not
be practical or cost-effective to eliminate or mitigate certain risks,
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 result of the foregoing and other
factors, the Funds' ability to manage risk is subject to substantial
limitations.
11
During each Fund's fiscal year ended 2011, the Board met 8 times. The Funds
do not have a policy that requires a Director to attend annual meetings of
stockholders.
Board Committees. The Board has four standing committees: the Audit
Committee, the Governance and Nominating Committee, the Independent Directors
Committee, and the Fair Value Pricing 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 financial reporting process. The members of the Audit Committee
are "independent" as required by applicable listing standards of the New York
Stock Exchange ("NYSE"). During each Fund's fiscal year ended 2011, the Audit
Committee of ABIF met 3 times; of AGHIF, 4 times; of ANMIF, 3 times; of ACMIF,
3 times; and of ANYMIF, 3 times.
The Board has adopted a charter for its Governance and Nominating Committee,
a current copy of which is available at www.alliancebernstein.com (click on
"AllianceBernstein Mutual Fund Investors" then "U.S." then "Investment
Products/Closed End" then the name of a Fund (e.g., "Alliance New York
Municipal Income Fund") then "Fund Information" 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 the
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.
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 provides 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 group for nomination for election at an annual meeting of
stockholders. The Committee will not consider self-nominated candidates.
The Governance and Nominating Committee will consider and evaluate
candidates submitted by stockholders on the basis of the same criteria as those
used to
12
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 each Fund's fiscal year ended 2011, the Governance and
Nominating Committee met 4 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 2011, the Independent Directors Committee met 7 times. The
Independent Directors meet in executive session without representation of
management present at every Board meeting. In the fiscal year ended 2011, the
approval of the Advisory and Shareholder Inquiry Agreements was considered at
such an executive session.
The function of the Fair Value Pricing Committee is to consider, in advance
if possible, any fair valuation decision of the Adviser's Valuation Committee
relating to a security held by a Fund made under unique or highly unusual
circumstances not previously addressed by the Adviser's Valuation Committee
that would result in a change in the Fund's net asset value by more than $0.01
per share. The Fair Value Pricing Committee did not meet during the Funds' most
recently completed fiscal years.
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 2011; the aggregate compensation paid to the Directors during calendar
year 2011 by all of the investment companies overseen by the Director within
the AllianceBernstein Fund Complex; the total number of investment companies in
the AllianceBernstein 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 AllianceBernstein Fund Complex provides
compensation in the form of pension or retirement benefits to any of its
directors or trustees.
13
NUMBER OF
NUMBER OF INVESTMENT
INVESTMENT PORTFOLIOS
COMPANIES IN THE WITHIN THE
ALLIANCEBERNSTEIN ALLIANCEBERNSTEIN
COMPENSATION FUND COMPLEX, FUND COMPLEX,
FROM THE INCLUDING THE INCLUDING THE
COMPENSATION ALLIANCEBERNSTEIN FUNDS, AS TO FUNDS, AS TO
FROM THE FUND COMPLEX, WHICH THE WHICH THE
FUNDS DURING INCLUDING THE DIRECTOR IS A DIRECTOR IS A
THEIR FISCAL YEARS FUNDS, DURING DIRECTOR OR DIRECTOR OR
NAME OF DIRECTOR ENDED 2011 2011 TRUSTEE TRUSTEE
------------------------ ------------------ ----------------- ----------------- -----------------
Independent Directors
---------------------
John H. Dobkin $ 5,933 ABIF $252,000 32 102
$ 6,268 AGHIF
$ 5,751 ANMIF
$ 5,751 ACMIF
$ 5,751 ANYMIF
Michael J. Downey $ 6,291 ABIF $252,000 32 102
$ 6,548 AGHIF
$ 5,750 ANMIF
$ 5,750 ACMIF
$ 5,750 ANYMIF
William H. Foulk, Jr. $10,390 ABIF $493,700 32 102
$11,407 AGHIF
$ 9,555 ANMIF
$ 9,555 ACMIF
$ 9,555 ANYMIF
D. James Guzy $ 5,255 ABIF $252,000 32 102
$ 6,511 AGHIF
$ 4,286 ANMIF
$ 4,286 ACMIF
$ 4,286 ANYMIF
Nancy P. Jacklin $ 6,279 ABIF $252,000 32 102
$ 6,419 AGHIF
$ 5,751 ANMIF
$ 5,751 ACMIF
$ 5,751 ANYMIF
Garry L. Moody $ 6,914 ABIF $280,000 32 102
$ 7,278 AGHIF
$ 6,444 ANMIF
$ 6,444 ACMIF
$ 6,444 ANYMIF
Marshall C. Turner, Jr. $ 7,082 ABIF $252,000 32 102
$ 6,593 AGHIF
$ 5,751 ANMIF
$ 5,751 ACMIF
$ 5,751 ANYMIF
Earl D. Weiner $ 6,357 ABIF $270,000 32 102
$ 6,694 AGHIF
$ 6,172 ANMIF
$ 6,172 ACMIF
$ 6,172 ANYMIF
14
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR EACH OF THE
NOMINEES TO SERVE AS A DIRECTOR OF THE APPLICABLE FUND. 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 no specification is made on a properly executed
proxy, it will be voted for the matters specified on the Proxy Card. Any
stockholder may revoke that stockholder's proxy at any time prior to exercise
thereof by (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"). For each Fund, the
approval of Proposal One requires an affirmative vote of the holders of a
majority of the votes entitled to be cast. An abstention will be considered
present for purposes of determining the existence of a quorum but will have the
effect of a vote against 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, if any, 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 Board may authorize, or the persons named as
proxies may propose and vote for, one or more adjournments of the Meeting up to
120 days after the Record Date for that Fund, with no other notice than an
announcement at the Meeting, in order to permit further solicitation of
proxies. Shares represented by proxies indicating a vote contrary to the
position recommended by the Board for Proposal One 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
15
for that Fund and on any other matter that may properly come before the Meeting
for such 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 Boston Financial Data Services ("BFDS"), 30 Dan Road -
Second Floor, Canton, MA 02021, to assist in soliciting proxies for the
Meeting. BFDS will receive a total fee of approximately $2,500 for its
services, to be divided equally among the Funds ($500 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.
POSITION(S) (MONTH AND YEAR PRINCIPAL OCCUPATION DURING
NAME, ADDRESS* AND AGE FIRST ELECTED) PAST 5 YEARS (OR LONGER)
---------------------- -------------------------------- ---------------------------------
Robert M. Keith President and Chief Executive See biography above.
51 Officer, all Funds (09/08)
Philip L. Kirstein Senior Vice President and Senior Vice President and
66 Independent Compliance Officer, Independent Compliance
all Funds (10/04) Officer of the AllianceBernstein
Mutual Funds, with which he
has been associated since
October 2004. Prior thereto, he
was Of Counsel to Kirkpatrick
& Lockhart, LLP from October
2003-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
50 ANMIF (4/02) Adviser**, with which he has
ACMIF (4/02) been associated since prior to
ANYMIF (4/02) 2007.
Douglas J. Peebles Senior Vice President, Senior Vice President of the
46 ANMIF (6/04) Adviser**, with which he has
ACMIF (6/04) been associated since prior to
ANYMIF (6/04) 2007.
Vice President,
ABIF (8/02)
Michael G. Brooks Vice President, Senior Vice President of the
63 ANMIF (10/05) Adviser**, with which he has
ACMIF (10/05) been associated since prior to
ANYMIF (10/05) 2007.
16
POSITION(S) (MONTH AND YEAR PRINCIPAL OCCUPATION DURING
NAME, ADDRESS* AND AGE FIRST ELECTED) PAST 5 YEARS (OR LONGER)
---------------------- ------------------------------ --------------------------------
Fred S. Cohen Vice President, Senior Vice President of the
53 ACMIF (10/05) Adviser**, with which he has
ANMIF (10/05) been associated since prior to
ANYMIF (10/05) 2007.
Paul J. DeNoon Vice President, Senior Vice President of the
49 ABIF (3/93) Adviser**, with which he has
AGHIF (4/94) been associated since prior to
2007.
Gershon M. Distenfeld Vice President, Senior Vice President of the
36 ABIF (3/06) Adviser**, with which he has
been associated since prior to
2007.
Terrance T. Hults Vice President, Senior Vice President of the
45 ANMIF (12/01) Adviser**, with which he has
ACMIF (12/01) been associated since prior to
ANYMIF (12/01) 2007.
Michael L. Mon Vice President, Vice President of the
42 ABIF (4/00) Adviser**, with which he has
been associated since prior to
2007.
Marco G. Santamaria Vice President, Vice President of the
46 AGHIF (9/10) Adviser**, with which he has
been associated since June
2010. Prior thereto, he was a
founding partner at Global
Securities Advisors, an
emerging market-oriented
fixed-income hedge fund since
prior to 2007.
Matthew S. Sheridan Vice President, Vice President of the
36 ABIF (11/08) Adviser**, with which he has
been associated since prior to
2007.
Joseph J. Mantineo Treasurer and Chief Financial Senior Vice President of
52 Officer, all Funds (8/06) AllianceBernstein Investor
Services, Inc. ("ABIS")**, with
which he has been associated
since prior to 2007.
Phyllis J. Clarke Controller, Vice President of ABIS**, with
51 ABIF (11/08) which she has been associated
ANMIF (5/09) since prior to 2007.
ACMIF (5/09)
ANYMIF (5/09)
Stephen Woetzel Controller, Vice President of ABIS**, with
40 AGHIF (5/09) which he has been associated
since prior to 2007.
17
NAME, ADDRESS* POSITION(S) (MONTH AND YEAR PRINCIPAL OCCUPATION DURING
AND AGE FIRST ELECTED) PAST 5 YEARS (OR LONGER)
-------------- --------------------------- ---------------------------------
Emilie D. Wrapp Secretary, Senior Vice President, Assistant
56 all Funds (10/05) General Counsel and Assistant
Secretary of ABI**, with which
she has been associated since
prior to 2007.
--------
* The address for the Funds' officers is 1345 Avenue of the Americas, New
York, New York 10105.
** An affiliate of each of the Funds.
STOCK OWNERSHIP
---------------
The outstanding voting shares of ABIF, AGHIF, ANMIF, ACMIF and ANYMIF as of
the Record Date consisted of 242,911,697 shares of common stock of ABIF;
85,464,297 shares of common stock of AGHIF; 28,706,676 shares of common stock
and 2,677 shares of each of Auction Preferred Shares, Series M, Series W and
Series TH and 1,658 shares of Series T of ANMIF; 8,539,098 shares of common
stock and 1,451 shares of each of Auction Preferred Shares, Series M and Series
T of ACMIF; and 4,829,362 shares of common stock and 816 shares of each of
Auction Preferred Shares, Series M and Series T of ANYMIF.
As of February 14, 2012, 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.alliancebernstein.com (click on
"AllianceBernstein Mutual Fund Investors," then "U.S." then "Investment
Products/Closed-End" then the name of a Fund (e.g., "Alliance New York
Municipal Income Fund") then "Fund Information" 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
18
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 there is credible evidence of a
material violation of law by the Fund or by someone owing a fiduciary or other
duty to the Fund; and (2) to prepare this report. As set forth in the Audit
Committee Charter, management of the Fund is responsible for the preparation,
presentation and integrity of the Fund's financial statements, the Fund's
accounting and financial reporting principles and internal controls and
procedures designed to assure compliance with accounting standards and
applicable laws and regulations. The independent registered public accounting
firm is responsible for auditing the Fund's financial statements and expressing
an opinion as to their conformity with 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 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, Communications with Audit Committees Concerning Independence, as
currently in effect, and has discussed the independent registered public
accounting firm's independence with such firm.
The members of the Fund's Audit Committee are not full-time employees of the
Fund and are not performing the functions of auditors or accountants. As such,
it is not the duty or responsibility of the Audit Committee or its members to
conduct "field work" or other types of auditing or accounting reviews or
procedures or to set auditor independence standards. Members of the Audit
Committee necessarily rely on the information provided to them by management
and the independent registered public accounting firm. Accordingly, the Audit
Committee's considerations and discussions referred to above do not assure that
the audit of the Fund's financial statements has been carried out in accordance
with generally accepted auditing standards, that the financial statements are
presented in accordance with 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
19
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 1-2, 2011 (AGHIF) and November 1-3, 2011 (ABIF, ANMIF, ACMIF and
ANYMIF), 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, regarding each Fund,
the accounts for the fiscal year ending, as applicable, March 31, 2012 (AGHIF);
October 31, 2012 (ANMIF, ACMIF and ANYMIF) and December 31, 2012 (ABIF).
Ernst & Young LLP has audited the accounts of ABIF, AGHIF, ANMIF, ACMIF and
ANYMIF since the respective dates of the commencement of each of the Fund's
operations, and has represented that it does not have any direct financial
interest or any material indirect financial interest in any of the Funds.
Representatives of Ernst & Young LLP are expected to attend the Meeting, to
have the opportunity to make a statement and to respond to appropriate
questions from the stockholders.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S FEES
----------------------------------------------------
The following table sets forth the aggregate fees billed by the independent
registered public accounting firm for each Fund's last two fiscal years for
professional services rendered for: (i) the audit of the Fund's annual
financial statements included in the Fund's annual report to stockholders;
(ii) assurance and related services that are reasonably related to the
performance of the audit of the Fund's financial statements and are not
reported under (i), which include advice and education on accounting and
auditing issues, quarterly press release reviews and preferred stock
maintenance testing (for those Funds that issue preferred stock); (iii) tax
compliance, tax advice and tax return preparation; and (iv) aggregate
20
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
SERVICES
ALL OTHER PROVIDED TO
FEES FOR THE FUND,
SERVICES THE ADVISER
AUDIT PROVIDED AND SERVICE
AUDIT FEES RELATED FEES TAX FEES TO FUND AFFILIATES*
---------- ------------ -------- --------- ------------
AllianceBernstein 2010 $57,500 $8,000 $17,506 $0 $663,646
Income Fund, Inc. 2011 $57,500 $8,128 $18,426 $0 $707,390
AllianceBernstein Global 2010 $58,658 $7,200 $19,096 $0 $956,828
High Income Fund, Inc. 2011 $57,500 $8,000 $16,971 $0 $588,417
AllianceBernstein
National Municipal 2010 $32,500 $8,000 $11,924 $0 $712,104
Income Fund, Inc. 2011 $32,500 $8,295 $12,467 $0 $696,428
Alliance California Municipal 2010 $32,500 $8,000 $11,924 $0 $712,104
Income Fund, Inc. 2011 $32,500 $8,295 $12,467 $0 $696,428
Alliance New York
Municipal Income 2010 $32,500 $8,000 $11,924 $0 $712,104
Fund, Inc. 2011 $32,500 $8,295 $12,467 $0 $696,428
--------
* The fees vary because they are presented based on each Fund's last two
fiscal years and reflect fees for non-audit services for different periods.
Beginning with audit and non-audit service contracts entered into on or
after May 6, 2003, the Funds' Audit Committee policies and procedures require
the pre-approval of all audit and non-audit services provided to a Fund by the
Fund's independent registered public accounting firm. A Fund's Audit Committee
policies and procedures also require pre-approval of all audit and non-audit
services provided to the Adviser and 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 2011 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 2011 were ABIF, $26,554
(comprising $8,128 of audit related fees and $18,426 of tax fees); AGHIF,
$24,971 (comprising $8,000 of audit related fees and $16,971 of tax fees);
ANMIF, $20,762 (comprising $8,295 of audit related fees and $12,467 of tax
fees); ACMIF, $20,762 (comprising $8,295 of audit related fees and $12,467 of
tax fees); and ANYMIF, $20,762 (comprising $8,295 of audit related fees and
$12,467 of tax fees). The Audit Committee has considered whether
21
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 administrator for each of the Funds is
the Adviser.
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
Exchange Act during the Fund's fiscal year ended 2011.
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 14, 2012, the following shareholders
held more than 5% of the specified Fund's shares:
NUMBER
FUND SHAREHOLDER (ADDRESS) CLASS OF SHARES OF SHARES PERCENTAGE
---- ------------------------------------------ --------------- --------- ----------
ANMIF First Trust Portfolios L.P., First Trust common stock 3,711,804 12.90%
Advisors L.P. and The Charger Corporation
(120 East Liberty Drive, Suite 400,
Wheaton, Illinois 60187)
ANMIF Citigroup Global Markets Inc., Citigroup auction rate 2,957 30.50%
Financial Products Inc., Citigroup Global preferred
Markets Holdings Inc. and Citigroup Inc. stock
(388 Greenwich Street, New York, New
York 10013)
ANMIF UBS AG on behalf of UBS Securities LLC auction rate 1,049 10.83%
and UBS Financial Services Inc. preferred
(Bahnhofstrasse 45, P.O. Box CH-8021, stock
Zurich, Switzerland)
22
NUMBER
FUND SHAREHOLDER (ADDRESS) CLASS OF SHARES OF SHARES PERCENTAGE
---- ------------------------------------------- --------------- --------- ----------
ANMIF Bank of America Corp. (Bank of America auction rate 1,770 18.30%
Corporate Center, 100 North Tryon Street, preferred
Charlotte, North Carolina 28255), Bank of stock
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)
ACMIF First Trust Portfolios L.P., First Trust common 1,169,919 13.70%
Advisors L.P. and The Charger stock
Corporation (120 East Liberty Drive, Suite
400, Wheaton, Illinois 60187)
ACMIF Citigroup Global Markets Inc., Citigroup auction rate 1,456 50.20%
Financial Products Inc., Citigroup Global preferred
Markets Holdings Inc. and Citigroup Inc. stock
(388 Greenwich Street, New York, New
York 10013)
ACMIF UBS AG on behalf of UBS Securities auction rate 350 12.06%
LLC and UBS Financial Services Inc. preferred
(Bahnhofstrasse 45, P.O. Box CH-8021, stock
Zurich, Switzerland)
ACMIF Bank of America Corp. (Bank of America auction rate 834 28.70%
Corporate Center, 100 North Tryon Street, preferred
Charlotte, North Carolina 28255), Bank of stock
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)
ANYMIF First Trust Portfolios L.P., First Trust common 248,994 5.20%
Advisors L.P. and The Charger stock
Corporation (120 East Liberty Drive, Suite
400, Wheaton, Illinois 60187)
ANYMIF Citigroup Global Markets Inc., Citigroup auction rate 848 52.0%
Financial Products Inc., Citigroup Global preferred
Markets Holdings Inc. and Citigroup Inc. stock
(388 Greenwich Street, New York, New
York 10013)
ANYMIF UBS AG on behalf of UBS Securities auction rate 97 5.94%
LLC and UBS Financial Services Inc. preferred
(Bahnhofstrasse 45, P.O. Box CH-8021, stock
Zurich, Switzerland)
ANYMIF Bank of America Corp. (Bank of America auction rate 589 36.10%
Corporate Center, 100 North Tryon Street, preferred
Charlotte, North Carolina 28255), Bank of stock
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)
23
SUBMISSION OF PROPOSALS FOR THE NEXT ANNUAL MEETING OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the next annual
meeting of stockholders of a Fund must be received by the Fund by October 26,
2012 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 2013 Annual
Meeting of Stockholders, a stockholder proposal that is not otherwise
includable in the Proxy Statement for the 2013 Annual Meeting must be delivered
by a stockholder of record to the Fund no sooner than September 26, 2012 and no
later than October 26, 2012.
The persons named as proxies for the 2013 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 26, 2012 and no later than October 26, 2012. 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 Carol Rappa 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 23, 2012
New York, New York
24
TABLE OF CONTENTS PAGE
----------------------------------- ----
Introduction....................... 1
Proposal One: Election of
Directors......................... 2
Proxy Voting and Stockholder
Meeting........................... 15
Information as to the Investment
Adviser and the Administrator of
the Funds......................... 22
Section 16(a) Beneficial Ownership
Reporting Compliance.............. 22
Other Matters...................... 22
Submission of Proposals for the
Next Annual Meeting of
Stockholders...................... 24
Reports to Stockholders............ 24
ALLIANCEBERNSTEIN INCOME FUND, INC.
ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC.
ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC.
ALLIANCE CALIFORNIA MUNICIPAL INCOME FUND, INC.
ALLIANCE NEW YORK MUNICIPAL INCOME FUND, INC.
--------------------------------------------------------------------------------
[LOGO]
ALLIANCEBERNSTEIN
--------------------------------------------------------------------------------
NOTICE OF JOINT ANNUAL MEETING
OF STOCKHOLDERS AND PROXY STATEMENT
FEBRUARY 23, 2012
FORM OF PROXY FORM OF PROXY
PROXY - ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC.
(THE "CORPORATION")
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON MARCH 29, 2012
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF THE CORPORATION
The undersigned stockholder of AllianceBernstein National Municipal Income Fund,
Inc., a Maryland corporation, hereby appoints Carol H. Rappa and Nancy E. Hay,
or either of them, as proxies for the undersigned, with full power of
substitution in each of them, to attend the Annual Meeting of Stockholders of
the Corporation (the "Annual Meeting") to be held at 3:00 p.m., Eastern Time, on
March 29, 2012 at the offices of the Corporation, 1345 Avenue of the Americas,
New York, New York 10105, and any postponement or adjournment thereof, to cast
on behalf of the undersigned all votes that the undersigned is entitled to cast
at the Annual Meeting and otherwise to represent the undersigned with all powers
possessed by the undersigned if personally present at such Annual Meeting. The
undersigned hereby acknowledges receipt of the Notice of Annual Meeting and
accompanying Proxy Statement and revokes any proxy heretofore given with respect
to the Annual Meeting.
The Board of Directors knows of no reason why any of the nominees for the Board
of Directors would be unable to serve, but in the event any nominee is unable to
serve or for good cause will not serve, the proxies received indicating a vote
in favor of such nominee will be voted for a substitute nominee as the Board of
Directors may recommend.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST AS INSTRUCTED ON THE REVERSE SIDE HEREOF. IF THIS PROXY
IS PROPERLY EXECUTED BUT NO INSTRUCTION IS GIVEN, THE VOTES ENTITLED TO BE CAST
BY THE UNDERSIGNED WILL BE CAST "FOR" THE ELECTION OF THE NOMINEES REFERRED TO
IN PROPOSAL ONE AS DIRECTORS AND IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY
OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY
ADJOURNMENT OR POSTPONEMENT THEREOF.
Please refer to the Proxy Statement for a discussion of the Proposal.
PLEASE VOTE, DATE, AND SIGN ON THE REVERSE SIDE AND RETURN THE PROXY CARD
PROMPTLY; YOU MAY USE THE ENCLOSED ENVELOPE.
Electronic Voting Instructions
You can vote by Internet or telephone!
Available 24 hours a day, 7 days a week!
Instead of mailing your proxy, you may choose one of the two voting methods
outlined below to vote your proxy.
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
Proxies submitted by the Internet or telephone must be received by 1:00 p.m.,
EST, on March 29, 2012.
Vote by Internet
o Log on to the Internet and go to www.investorvote.com/AFB
o Follow the steps outlined on the secured website.
Vote by telephone
o Call toll free 1-800-652-VOTE (8683) within the USA, US territories &
Canada any time on a touch tone telephone. There is NO CHARGE to you for
the call.
o Follow the instructions provided by the recorded message.
Using a black ink pen, mark your votes with an X
as shown in this example. Please do not write outside the
designated areas. /X/
IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION,
DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
A Proposals -- The Board of Directors urges you to vote FOR the Class Three
nominees listed (Term expires 2015).
1. Election of Directors:
01 - Garry L. Moody
02 - Marshall C. Turner
03 - Earl D. Weiner
/ / Mark here to vote FOR all nominees
/ / Mark here to WITHHOLD vote from all nominees
/ / For All EXCEPT - To withhold a vote for one
or more nominees, mark the box to the left and
the corresponding numbered box(es) to the right. 01 02 03
/ / / / / /
2. To vote and otherwise represent the undersigned on any other matters that
may properly come before the Annual Meeting or any postponement or
adjournment thereof, in the discretion of proxy holder(s).
B Non-Voting Items
Change of Address - Please print new address below.
Comments - Please print your comments below.
C Authorized Signatures -- This section must be completed for your vote to
be counted. -- Date and Sign Below
Please sign exactly as name(s) appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, corporate officer, trustee,
guardian, or custodian, please give full title.
Date (mm/dd/yyyy) -- Please print date below.
Signature 1 -- Please keep signature within the box.
Signature 2 -- Please keep signature within the box.