ALLIANCEBERNSTEIN L.P.
1345 Avenue of the Americas
New York, NY 10105
212-969-1000
June 18, 2014
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: 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) The Investment Company Blanket Bond (the "Bond") for the period
May 15, 2014 to May 15, 2015, on which AllianceBernstein L.P. and the Funds are
the named insureds (Exhibit A);
(ii) The Joint Fidelity Bond Agreement entered into by
AllianceBernstein L.P. and the Funds (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 amount, type, form and coverage of the Bond
(Exhibits C-1, C-2 and C-3).
The premium in connection with the Bond has been paid in full.
Sincerely,
/s/ David Lesser
---------------------------
David Lesser
Vice President, Counsel and
Assistant Secretary
Enclosures
SCHEDULE A
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Name of Fund File No.
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ALLIANCE CALIFORNIA MUNICIPAL INCOME FUND, INC. 811-10575
ALLIANCE NEW YORK MUNICIPAL INCOME FUND, INC. 811-10577
ALLIANCEBERNSTEIN BLENDED STYLE SERIES, INC. 811-21081
ALLIANCEBERNSTEIN BOND FUND, INC. 811-02383
ALLIANCEBERNSTEIN CAP FUND, INC. 811-01716
ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND, INC. 811-09687
ALLIANCEBERNSTEIN CORPORATE SHARES 811-21497
ALLIANCEBERNSTEIN DISCOVERY GROWTH FUND, INC. 811-00204
ALLIANCEBERNSTEIN EQUITY INCOME FUND, INC. 811-07916
ALLIANCEBERNSTEIN EXCHANGE RESERVES 811-08294
ALLIANCEBERNSTEIN FIXED-INCOME SHARES, INC. 811-06068
ALLIANCEBERNSTEIN GLOBAL BOND FUND, INC. 811-06554
ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC. 811-07732
ALLIANCEBERNSTEIN GLOBAL REAL ESTATE INVESTMENT FUND, INC. 811-07707
ALLIANCEBERNSTEIN GLOBAL RISK ALLOCATION FUND, INC. 811-00134
ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND, INC. 811-03131
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 MULTI-MANAGER ALTERNATIVE FUND 811-22671
ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND, INC. 811-04791
ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND II 811-07618
ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC. 811-10573
ALLIANCEBERNSTEIN TRUST 811-10221
ALLIANCEBERNSTEIN UNCONSTRAINED BOND FUND, INC. 811-07391
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
EXHIBIT A
Graphic Omitted
National Union Fire Insurance Company of Pittsburgh, Pa.
A capital stock company
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POLICY NUMBER: 01-137-73-82 REPLACEMENT OF POLICY NUMBER: 02-420-37-51
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INVESTMENT COMPANY BLANKET BOND
DECLARATIONS:
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ITEM 1. Name of Insured (herein called Insured):
AllianceBernstein Complex of Registered Investment Companies
Principal Address: 1345 AVENUE OF THE AMERICAS
NEW YORK,NY 10105
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ITEM 2. Bond Period: from 12:01 a.m. 05/15/2014 to 05/15/2015 the effective
date of the termination or cancellation of this bond, standard time
at the Principal Address as to each of said dates.
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ITEM 3. Limit of Liability - Subject to Sections 9, 10 and 12 hereof,
Single Loss
Limit of Single Loss
Liability Deductible
Insuring Agreement (A) Fidelity- $50,000,000 $100,000
Insuring Agreement (B) Audit Expense- $50,000 $10,000
Insuring Agreement (C) On Premises- $50,000,000 $100,000
Insuring Agreement (D) In Transit- $50,000,000 $100,000
Insuring Agreement (E) Forgery or Alteration- $50,000,000 $100,000
Insuring Agreement (F) Securities- $50,000,000 $100,000
Insuring Agreement (G) Counterfeit Currency- $50,000,000 $100,000
Insuring Agreement (H) Stop Payment- $25,000 $5,000
Insuring Agreement (I) Uncollectible Items of Deposit - $25,000 $5,000
Additional Coverages:
Insuring Agreement (J) Computer Systems $50,000,000 $100,000
Insuring Agreement (K) Unauthorized :Signatures $50,000,000 $100,000
Insuring Agreement (L) Automated Phone Systems $50,000,000 $100,000
If "Not Covered" is inserted above opposite any specified Insuring
Agreement or Coverage, such Insuring Agreement or Coverage and any
other reference thereto in this bond shall be deemed to be deleted
therefrom.
ITEM 4. Offices or Premises Covered-Offices acquired or established
subsequent to the effective date of this bond are covered according
to the terms of General Agreement A. All the Insured's offices or
premises in existence at the time this bond becomes effective are
covered under this bond except the offices or premises located as
follows: No Exceptions
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ITEM 5. The liability of the Underwriter is subject to the terms of the
following riders attached thereto: : Endorsement #1, #2, #3, #4, #5,
#6, #7, #8, #9, #10, #11, #12, #13, #14, #15,#16
--------------------------------------------------------------------------------
ITEM 6. The Insured by the acceptance of this bond gives to the Underwriter
terminating or canceling prior bond(s) or policy(ies) No.(s)
02-420-37-51 such termination or cancellation to be effective as of
the time this bond becomes effective.
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PREMIUM: $68,528 of $171,320
IN WITNESS WHEREOF, the Insurer has caused this Policy to be signed by its
President, Secretary and Authorized Representative. This Policy shall not be
valid unless signed below at the time of issuance by an authorized
representative of the insurer.
/s/ /s/
-------------------------- ----------------------
PRESIDENT SECRETARY
National Union Fire Insurance National Union Fire Insurance
Company of Pittsburgh, Pa. Company of Pittsburgh, Pa.
/s/
------------------------------
AUTHORIZED REPRESENTATIVE
------------------------- -------------------- ----------------------------
COUNTERSIGNED AT DATE COUNTERSIGNATURE
AON RISK SERVICES NORTHEAST, INC
199 WATER ST
NEW YORK NY 10038-3526
7291383
This endorsement, effective 12:01 am May 15, 2014 forms a part of
policy number 01-137-73-82
issued to AllianceBernstein Complex of Registered Investment Companies
by National Union Fire Insurance Company of Pittsburgh, Pa.
NEW YORK STATUTORY RIDER
It is agreed that:
1. Part (a) of the Section entitled "Termination or Cancelation" of this
bond/policy is deleted.
2. Cancelation of this bond/policy by the Underwriter/Company is subject to
the following provisions:
If the bond/policy has been in effect for 60 days or less, it may be
cancelled by the Underwriter/Company for any reason. Such cancelation
shall be effective 20 days after the Underwriter/Company mails a notice of
cancelation to the first-named insured at the mailing address shown in
the bond/policy. However, if the bond/policy has been in effect for more
than 60 days or is a renewal, then cancelation must be based on one of the
following grounds:
(A) non-payment of premium;
(B) conviction of a crime arising out of acts increasing the hazard
insured against;
(C) discovery of fraud or material misrepresentation in the obtaining of
the bond/policy or in the presentation of claim thereunder;
(D) after issuance of the bond/policy or after the last renewal date,
discovery of an act or omission, or a violation of any bond/policy
condition that substantially and materially increases the hazard
insured against, and which occurred subsequent to inception of the
current bond/policy period;
(E) material change in the nature or extent of the risk, occurring after
issuance or last annual renewal anniversary date of the bond/policy,
which causes the risk of loss to be substantially and materially
increased beyond that contemplated at the time the bond/policy was
issued or last renewed;
(F) the cancelation is required pursuant to a determination by the
superintendent that continuation of the present premium volume of
the insurer would jeopardize that insurer's solvency or be hazardous
to the interests of the insureds, the insurer's creditors or the
public;
(G) a determination by the superintendent that the continuation of the
bond/policy would violate, or would place the insurer in violation
of, any provision of the New York State insurance laws.
ENDORSEMENT # 1 (Continued)
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This endorsement, effective 12:01 am May 15, 2014 forms a part of
policy number 01-137-73-82
issued to AllianceBernstein Complex of Registered Investment Companies
by National Union Fire Insurance Company of Pittsburgh, Pa.
(H) where the insurer has reason to believe, in good faith and with
sufficient cause, that there is a possible risk or danger that the
insured property will be destroyed by the insured for the purpose of
collecting the insurance proceeds, provided, however, that:
(i) a notice of cancelation on this ground shall inform the
insured in plain language that the insured must act within ten
days if review by the Insurance Department of the State of New
York of the ground for cancelation is desired, and
(ii) notice of cancelation on this ground shall be provided
simultaneously by the insurer to the Insurance Department of
the State of New York. Cancelation based on one of the above
grounds shall be effective 15 days after the notice of
cancellation is mailed or delivered to the named insured, at
the address shown on the bond/policy, and to its authorized
agent or broker.
3. If the Underwriter/Company elects not to replace a bond/policy at the
termination of the bond/policy period, it shall notify the insured not
more than 120 days nor less than 60 days before termination. If such
notice is given late, the bond/policy shall continue in effect for 60 days
after such notice is given. The Aggregate Limit of Liability shall not be
increased or reinstated. The notice not to replace shall be mailed to the
insured and its broker or agent.
4. If the Underwriter/Company elects to replace the bond/policy, but with a
change of limits, reduced coverage, increased deductible, additional
exclusion, or upon increased premiums in excess of ten percent (exclusive
of any premium increase as a result of experience rating), the Underwriter
must mail written notice to the insured and its agent or broker not more
than 120 days nor less than 60 days before replacement. If such notice is
given late, the replacement bond/policy shall be in effect with the same
terms, conditions and rates as the terminated bond/policy for 60 days
after such notice is given.
5. The Underwriter/Company may elect to simply notify the insured that the
bond/policy will either be not renewed or renewed with different terms,
conditions or rates. In this event, the Underwriter/Company will inform
the insured that a second notice will be sent at a later date specifying
the Underwriter's/Company's exact intention. The Underwriter shall inform
the insured that, in the meantime, coverage shall continue on the same
terms, conditions and rates as the expiring bond/policy until the
expiration date of the bond/policy or 60 days after the second notice is
mailed or delivered, whichever is later.
ENDORSEMENT # 1 (Continued)
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This endorsement, effective 12:01 am May 15, 2014 forms a part of
policy number 01-137-73-82
issued to AllianceBernstein Complex of Registered Investment Companies
by National Union Fire Insurance Company of Pittsburgh, Pa.
FOR USE WITH FINANCIAL INSTITUTION BONDS,
STANDARD FORMS NOS. 14, 15, 24, AND 25
AND EXCESS BANK EMPLOYEE DISHONESTY BONDS,
STANDARD FORM NO. 28, AND COMPUTER
CRIME POLICY FOR FINANCIAL INSTITUTIONS TO
COMPLY WITH STATUTORY REQUIREMENTS.
/s/
--------------------------------
AUTHORIZED REPRESENTATIVE
ENDORSEMENT # 2 (Continued)
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This endorsement, effective 12:01 am May 15, 2014 forms a part of
policy number 01-137-73-82
issued to AllianceBernstein Complex of Registered Investment Companies
by National Union Fire Insurance Company of Pittsburgh, Pa.
Companies
by National Union Fire Insurance Company of Pittsburgh, Pa.
NAMED INSUREDS
It is agreed that:
1. Item 1. of the Declaration Page, Name of Insured, shall include the
following:
AB Income Fund, Inc.
AllianceBernstein Global High Income Fund
Alliance California Municipal Income Fund, Inc.
Alliance New York Municipal Income Fund, Inc.
Alliance National Municipal Income Fund, Inc.
AllianceBernstein Multi-Manager Alternative Fund
AllianceBernstein Bond Fund, Inc.:
- AllianceBernstein Bond Inflation
- AllianceBernstein Intermediate Bond Portfolio
- AllianceBernstein Limited Duration High Income Portfolio
- AllianceBernstein Municipal Bond Inflation Portfolio
- AllianceBernstein Real Asset Strategy Portfolio
- AllianceBernstein Tax-Aware Fixed Income Portfolio
- AllianceBernstein Government Reserves Portfolio
AllianceBernstein High Income Fund, Inc.
AllianceBernstein Exchange Reserves
ENDORSEMENT # 2 (Continued)
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This endorsement, effective 12:01 am May 15, 2014 forms a part of
policy number 01-137-73-82
issued to AllianceBernstein Complex of Registered Investment Companies
by National Union Fire Insurance Company of Pittsburgh, Pa.
AllianceBernstein Fixed-Income Shares, Inc.
- Alliance Bernstein Government STIF Portfolio
AllianceBernstein Corporate Shares
- AllianceBernstein Corporate Income Shares
- AllianceBernstein Municipal Income Shares
- AllianceBernstein Tax Aware Real Return Income Shares
- AllianceBernstein Taxable Multi-Sector Income Shares
AllianceBernstein Global Bond
AllianceBernstein Unconstrained Bond Fund (f/k/a Diversified Yield)
AllianceBernstein Municipal Income Fund, Inc.:
- California Portfolio
- National Portfolio
- New York Portfolio
- High Income Municipal Portfolio
AllianceBernstein Municipal Income Fund II:
- Arizona Portfolio
- Massachusetts Portfolio
- Michigan Portfolio
- Minnesota Portfolio
- New Jersey Portfolio
ENDORSEMENT # 2 (Continued)
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This endorsement, effective 12:01 am May 15, 2014 forms a part of
policy number 01-137-73-82
issued to AllianceBernstein Complex of Registered Investment Companies
by National Union Fire Insurance Company of Pittsburgh, Pa.
- Ohio Portfolio
- Pennsylvania Portfolio
- Virginia Portfolio
AllianceBernstein Global Risk Allocation Portfolio (f/k/a Balanced Shares, Inc.)
AllianceBernstein Cap Fund, Inc.:
- AllianceBernstein Small Cap Growth Portfolio
- AllianceBernstein Market Neutral Strategy - U.S. Portfolio
- AllianceBernstein Market Neutral Strategy - Global Portfolio
- AllianceBernstein International Discovery Equity Portfolio
- AllianceBernstein Emerging Market Multi-Asset Portfolio
- AllianceBernstein Select US Equity
- AllianceBernstein Dynamic All Market Fund
- AllianceBernstein Select US Long/Short Portfolio
- AllianceBernstein Concentrated Growth Fund
AllianceBernstein Core Opportunities Fund, Inc.
(f/k/a Focused Growth & Income Fund)
AllianceBernstein Global Thematic Growth Fund, Inc.
AllianceBernstein Growth & Income Fund, Inc.
AllianceBernstein Institutional Funds, Inc.:
- AllianceBernstein Global Real Estate Investment Fund II
ENDORSEMENT # 2 (Continued)
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This endorsement, effective 12:01 am May 15, 2014 forms a part of
policy number 01-137-73-82
issued to AllianceBernstein Complex of Registered Investment Companies
by National Union Fire Insurance Company of Pittsburgh, Pa.
AllianceBernstein International Growth Fund, Inc.
AllianceBernstein Large-Cap Growth Fund, Inc.
AllianceBernstein Discovery Growth Fund, Inc.
(f/k/a Small/Mid-Cap Growth Fund, Inc.)
AllianceBernstein Global Real Estate Investment Fund, Inc.
AllianceBernstein Trust
- AllianceBernstein Global Value Fund
- AllianceBernstein International Value Fund
- AllianceBernstein Discovery Value Fund
(f/k/a Small-Mid Cap Value Fund)
- AllianceBernstein Value Fund
AllianceBernstein Equity Income Fund, Inc. (f/k/a Utility Income Fund)
The AllianceBernstein Portfolios:
- AllianceBernstein Growth Fund
- AllianceBernstein Balanced Wealth Strategy
- AllianceBernstein Wealth Appreciation Strategy
- AllianceBernstein Conservative Wealth Strategy
- AllianceBernstein Tax-Managed Balanced Wealth Strategy
- AllianceBernstein Tax-Managed Wealth Appreciation Strategy
- AllianceBernstein Tax-Managed Conservative Wealth Strategy
ENDORSEMENT # 2 (Continued)
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This endorsement, effective 12:01 am May 15, 2014 forms a part of
policy number 01-137-73-82
issued to AllianceBernstein Complex of Registered Investment Companies
by National Union Fire Insurance Company of Pittsburgh, Pa.
AllianceBernstein Blended Style Series, Inc.:
- AllianceBernstein 2000 Retirement Strategy
- AllianceBernstein 2005 Retirement Strategy
- AllianceBernstein 2010 Retirement Strategy
- AllianceBernstein 2015 Retirement Strategy
- AllianceBernstein 2020 Retirement Strategy
- AllianceBernstein 2025 Retirement Strategy
- AllianceBernstein 2030 Retirement Strategy
- AllianceBernstein 2035 Retirement Strategy
- AllianceBernstein 2040 Retirement Strategy
- AllianceBernstein 2045 Retirement Strategy
- AllianceBernstein 2050 Retirement Strategy
- AllianceBernstein 2055 Retirement Strategy
Sanford C. Bernstein Fund, Inc.:
- California Municipal Portfolio
- Diversified Municipal Portfolio
- New York Municipal Portfolio
- U.S. Government Short Duration Portfolio
- Short Duration Plus Portfolio
- Intermediate Duration Portfolio
- Short Duration New York Municipal Portfolio
- Short Duration California Municipal Portfolio
- Short Duration Diversified Municipal Portfolio
- International Portfolio
ENDORSEMENT # 2 (Continued)
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This endorsement, effective 12:01 am May 15, 2014 forms a part of
policy number 01-137-73-82
issued to AllianceBernstein Complex of Registered Investment Companies
by National Union Fire Insurance Company of Pittsburgh, Pa.
- Tax-Managed International Portfolio
- Emerging Markets Portfolio
- Overlay A Portfolio
- Overlay B Portfolio
- Tax-Aware Overlay A Portfolio
- Tax-Aware Overlay B Portfolio
- Tax-Aware Overlay C Portfolio
- Tax-Aware Overlay N Portfolio
Sanford C. Bernstein Fund II, Inc.:
- Bernstein Intermediate Duration Institutional Portfolio
AllianceBernstein Variable Products Series Fund, Inc.:
- AllianceBernstein Balanced Wealth Strategy Portfolio
- AllianceBernstein Dynamic Asset Allocation Portfolio
- AllianceBernstein Global Thematic Growth Portfolio
- AllianceBernstein Growth Portfolio
- AllianceBernstein Growth and Income Portfolio
- AllianceBernstein International Growth Portfolio
- AllianceBernstein International Value Portfolio
- AllianceBernstein Large Cap Growth Portfolio
- AllianceBernstein Real Estate Investment Portfolio
- AllianceBernstein Small Cap Growth Portfolio
- AllianceBernstein Small-Mid Cap Value Portfolio
ENDORSEMENT # 2 (Continued)
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This endorsement, effective 12:01 am May 15, 2014 forms a part of
policy number 01-137-73-82
issued to AllianceBernstein Complex of Registered Investment Companies
by National Union Fire Insurance Company of Pittsburgh, Pa.
- AllianceBernstein Intermediate Bond
(f/k/a U.S. Government/High Grade Securities Portfolio)
- AllianceBernstein Value Portfolio
The AllianceBernstein Pooling Portfolios:
- AllianceBernstein U.S. Value Portfolio
- AllianceBernstein U.S. Large Cap Growth Portfolio
- AllianceBernstein Multi-Asset Real Return Portfolio
(f/k/a Global Real Estate Investment Portfolio)
- AllianceBernstein International Value Portfolio
- AllianceBernstein International Growth Portfolio
- AllianceBernstein Short Duration Bond Portfolio
- AllianceBernstein Global Core Bond Portfolio
(f/k/a Intermediate Duration Bond Portfolio)
- AllianceBernstein Bond Inflation Protection Portfolio
(f/k/a Inflation Protected securities Portfolio)
- AllianceBernstein High Yield Portfolio
- AllianceBernstein Small-Mid Cap Value Portfolio
- AllianceBernstein Small-Mid Cap Growth Portfolio
- AllianceBernstein Volatility Management Portfolio
and any other fund(s) now existing in the AllianceBernstein Complex of
Registered Investment Companies mutual fund program;
ENDORSEMENT # 2 (Continued)
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This endorsement, effective 12:01 am May 15, 2014 forms a part of
policy number 01-137-73-82
issued to AllianceBernstein Complex of Registered Investment Companies
by National Union Fire Insurance Company of Pittsburgh, Pa.
and
AllianceBernstein L.P.
AllianceBernstein Holding L.P.
AllianceBernstein Corporation
AllianceBernstein Investments, Inc.
AllianceBernstein Global Derivatives Corporation
AllianceBernstein Investor Services, Inc.
Sanford C. Bernstein & Co., LLC
2. Nothing herein contained shall be held to vary, alter, waive or extend any
of the terms, limitations, conditions or agreements of the attached bond
other than as above stated.
/s/
-------------------------------
AUTHORIZED REPRESENTATIVE
ENDORSEMENT # 3
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This endorsement, effective 12:01 am May 15, 2014 forms a part of
policy number 01-137-73-82
issued to AllianceBernstein Complex of Registered Investment Companies
by National Union Fire Insurance Company of Pittsburgh, Pa.
AMENDED INSURING AGREEMENT (A) FIDELITY
It is agreed that:
1. Insuring Agreement (A) FIDELITY is hereby deleted in its entirety and the
following is substituted therefor:
(A) Loss resulting directly from dishonest or fraudulent acts, including
Larceny and Embezzlement, committed by an Employee anywhere and
whether committed alone or in collusion with others, including loss
of Property resulting from such acts of an Employee, which Property
is held by the Insured for any purpose or in any capacity and
whether so held gratuitously or not and whether or not the Insured
is liable therefor.
Such dishonest or fraudulent acts must be committed by the Employee
with the manifest intent:
(a) to cause the Insured to sustain such loss; or
(b) to obtain financial benefit for the Employee, or for any other
person or organization intended by the Employee to receive
such benefit.
Notwithstanding the foregoing, however, it is agreed that with
regard to Loans and/or Trading, this bond covers only loss resulting
directly from dishonest or fraudulent acts committed by an Employee
with the intent to cause the Insured to sustain such loss and which
results in a financial benefit for the Employee.
The term "Loans" as used in this Insuring Agreement shall be deemed
to mean all extensions of credit by the Insured and all transactions
creating a creditor relationship in favor of the Insured and all
transactions by which the Insured assumes an existing creditor
relationship.
The term "Trading" as used in this Insuring Agreement shall be
deemed to mean trading or other dealings in securities, commodities,
futures, options, swaps, foreign or Federal Funds, currencies,
foreign exchange and the like.
ENDORSEMENT # 3 (Continued)
-------------
This endorsement, effective 12:01 am May 15, 2014 forms a part of
policy number 01-137-73-82
issued to AllianceBernstein Complex of Registered Investment Companies
by National Union Fire Insurance Company of Pittsburgh, Pa.
As used throughout this Insuring Agreement, financial benefit does
not include any salaries, commissions, fees, bonuses, promotions,
awards, profit sharing, pensions or other employee benefits earned
in the normal course of employment.
2. Nothing herein contained shall be held to vary, alter, waive or extend any
of the terms, limitations, conditions or agreements of the attached bond
other than as above stated.
/s/
-------------------------------
AUTHORIZED REPRESENTATIVE
ENDORSEMENT # 4
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This endorsement, effective 12:01 am May 15, 2014 forms a part of
policy number 01-137-73-82
issued to AllianceBernstein Complex of Registered Investment Companies
by National Union Fire Insurance Company of Pittsburgh, Pa.
AMENDED INSURING AGREEMENT (B) AUDIT EXPENSE
It is agreed that:
1. Insuring Agreement (B), AUDIT EXPENSE, applies to the discovery of any
loss sustained by the Insured and covered by this Bond.
2. Nothing herein contained shall be held to vary, alter, waive or extend any
of the terms, limitations, conditions or agreements of the attached bond
other than as above stated.
/s/
-------------------------------
AUTHORIZED REPRESENTATIVE
ENDORSEMENT # 5
---------------
This endorsement, effective 12:01 am May 15, 2014 forms a part of
policy number 01-137-73-82
issued to AllianceBernstein Complex of Registered Investment Companies
by National Union Fire Insurance Company of Pittsburgh, Pa.
AMENDED INSURING AGREEMENT (G) COUNTERFEIT CURRENCY
It is agreed that:
1. Insuring Agreement (G), COUNTERFEIT CURRENCY, is amended so that coverage
applies to any counterfeited money orders or altered paper currencies or
coin of any country.
2. Nothing herein contained shall be held to vary, alter, waive or extend any
of the terms, limitations, conditions or agreements of the attached bond
other than as above stated.
/s/
-------------------------------
AUTHORIZED REPRESENTATIVE
ENDORSEMENT # 6
---------------
This endorsement, effective 12:01 am May 15, 2014 forms a part of
policy number 01-137-73-82
issued to AllianceBernstein Complex of Registered Investment Companies
by National Union Fire Insurance Company of Pittsburgh, Pa.
COMPUTER SYSTEMS
It is agreed that:
1. The attached bond is amended by adding an Insuring Agreement (J) as
follows:
COMPUTER SYSTEMS
Loss resulting directly from a fraudulent
(1) entry of data into, or
(2) change of data or programs within
a Computer System; provided the fraudulent entry or change causes
(a) Property to be transferred, paid or delivered;
(b) an account of the Insured, or of its customer, to be added,
deleted, debited or credited;
(c) an unauthorized account or a fictitious account to be debited
or credited;
(3) voice instructions or advices having been transmitted to the Insured
or its agent(s) by telephone;
and provided further, the fraudulent entry or change is made or
caused by an individual acting with the intent to:
(i) cause the Insured or its agent(s) to sustain a loss; and
(ii) obtain financial benefit for that individual or for other
persons intended by that individual to receive financial
benefit; and
(iii) further provided such voice instructions or advices:
(a) were made by a person who purported to represent an
individual authorized to make such voice instruction or
advices; and
(b) were electronically recorded by the Insured or its
agent(s).
ENDORSEMENT # 6 (Continued)
-------------
This endorsement, effective 12:01 am May 15, 2014 forms a part of
policy number 01-137-73-82
issued to AllianceBernstein Complex of Registered Investment Companies
by National Union Fire Insurance Company of Pittsburgh, Pa.
(4) It shall be a condition to recovery under the Computer Systems
Insuring Agreement that the Insured or its agent(s) shall, to the
best of their ability, electronically record all voice instructions
or advices received over the telephone. The Insured or its agent(s)
warrant that they shall make their best efforts to maintain the
electronic recording system on a continuous basis. Nothing, however,
in this Insuring Agreement shall bar the Insured from recovery where
no recording is available because of mechanical failure of the
device used in making such recording, or because of failure of the
media used to record conversation from any cause, or error or
omission of any Employee(s) or agent(s) of the Insured.
SCHEDULE OF SYSTEMS
All computer systems utilized by the Insured
--------------------------------------------
2. As used in this Insuring Agreement, Computer System means:
(a) computers with related peripheral equipment, including storage
components, wherever located;
(b) systems and application software;
(c) terminal devices;
(d) related communication networks or customer communication systems;
and
(e) related electronic funds transfer systems;
by which data are electronically collected, transmitted, processed, stored
and retrieved.
3. In addition to the Exclusions in the attached Bond, the following
exclusions are applicable to this Insuring Agreement:
(a) loss resulting directly or indirectly from the theft of confidential
information, material or data; and
(b) loss resulting directly or indirectly from entries or changes made
by an individual authorized to have access to a Computer System who
acts in good faith on instructions, unless such instructions are
given to that individual by a software contractor (or by a partner,
officer or employee thereof) authorized by the Insured to design,
develop, prepare, supply, service, write or implement programs for
the Insured's Computer System.
ENDORSEMENT # 6 (Continued)
-------------
This endorsement, effective 12:01 am May 15, 2014 forms a part of
policy number 01-137-73-82
issued to AllianceBernstein Complex of Registered Investment Companies
by National Union Fire Insurance Company of Pittsburgh, Pa.
4. All loss or series of losses involving the fraudulent activity of
one individual, or involving fraudulent activity in which one
individual is implicated, whether or not that individual is
specifically identified, shall be treated as one loss. A series of
losses involving unidentified individuals but arising from the same
method of operation may be deemed by the Underwriter to involve the
same individual and, in that event, shall be treated as one loss.
5. The Limit of Liability for the coverage provided by this Insuring
Agreement shall be as shown on the Declaration Page of this Bond.
6. The Underwriter shall be liable hereunder for the amount by which
one loss shall be in excess of the Deductible Amount as shown on the
Declaration Page of this Bond.
7. If any loss is covered under this Insuring Agreement and any other
Insuring Agreement or Coverage, the maximum amount payable for such
loss shall not exceed the largest amount available under any one
Insuring Agreement or Coverage.
8. Coverage under this Insuring Agreement shall terminate upon
termination or cancellation of the bond to which this Insuring
Agreement is attached. Coverage under this Insuring Agreement may
also be terminated or cancelled without cancelling the Bond as an
entirety:
(a) 60 days after receipt by the Insured of written notice from
the Underwriter of its desire to terminate or cancel coverage
under this Insuring Agreement; or
(b) immediately upon receipt by the Underwriter of a written
request from the Insured to terminate or cancel coverage under
this Insuring Agreement.
The Underwriter shall refund to the Insured the unearned premium for
this coverage under this Insuring Agreement. The refund shall be
computed at short rates if this Insuring Agreement is terminated or
cancelled or reduced by notice from, or at the instance of, the
Insured.
ENDORSEMENT # 6 (Continued)
-------------
This endorsement, effective 12:01 am May 15, 2014 forms a part of
policy number 01-137-73-82
issued to AllianceBernstein Complex of Registered Investment Companies
by National Union Fire Insurance Company of Pittsburgh, Pa.
9. Section 4, LOSS-NOTICE-PROOF-LEGAL PROCEEDINGS of the Conditions and
Limitations of this Bond is amended by adding the following sentence:
"Proof of loss resulting from voice instructions or advices covered under
this Insuring Agreement shall include electronic recording of such voice
instructions or advices."
10. Notwithstanding the foregoing, however, coverage afforded by this Insuring
Agreement is not designed to provide protection against loss covered under
a separate Electronic and Computer Crime Policy by whatever title assigned
or by whatever Underwriter written. Any loss which is covered under such
separate policy is excluded from coverage under this Bond and the Insured
agrees to make claim for such loss under its separate policy.
11. Nothing herein contained shall be held to vary, alter, waive or extend any
of the terms, limitations, conditions or agreements of the attached bond
other than as above stated.
/s/
-------------------------------
AUTHORIZED REPRESENTATIVE
ENDORSEMENT # 7
-------------
This endorsement, effective 12:01 am May 15, 2014 forms a part of
policy number 01-137-73-82
issued to AllianceBernstein Complex of Registered Investment Companies
by National Union Fire Insurance Company of Pittsburgh, Pa.
TELEFACSIMILE TRANSFER FRAUD
It is agreed that:
1. The attached bond is amended by adding an Insuring Agreement (K) as
follows:
TELEFACSIMILE TRANSFER FRAUD
Loss resulting by reason of the Insured having transferred, paid or
delivered any funds or Property, established any credit, debited any
account, or given any value relying on any fraudulent instructions sent by
a customer or financial institution by Telefacsimile transmission directed
to the Insured, authorizing or acknowledging the transfer, payment or
delivery of funds or Property, the establishment of a credit, debiting of
any account, or the giving of value by the Insured, but only if such
Telefacsimile instructions:
i) bear a valid test key exchanged between the Insured and a customer
or another financial institution with authority to use such test key
for Telefacsimile instructions in the ordinary course of business,
but which test key has been wrongfully obtained by a person who was
not authorized to initiate, make, validate or authenticate a test
key arrangement; and
ii) fraudulently purport to have been sent by such customer or financial
institution, but which Telefacsimile instructions were transmitted
without the knowledge or consent of such customer or financial
institution by a person other than such customer or financial
institution and which bear a forged signature.
"Telefacsimile" means a system of transmitting written documents by
electronic signals over telephone lines to equipment maintained by
the Insured within its communication room for the purposes of
reproducing a copy of said document. It does not mean an electronic
communication sent by telex, TWC, electronic mail or an Automated
Clearing House.
2. The Limit of Liability for the coverage provided by this Insuring
Agreement shall be as shown on the Declaration Page of this Bond.
3. The Underwriter shall be liable hereunder for the amount by which
one loss shall be in excess of the Deductible Amount as shown on the
Declaration Page of this Bond.
ENDORSEMENT # 7 (Continued)
-------------
This endorsement, effective 12:01 am May 15, 2014 forms a part of
policy number 01-137-73-82
issued to AllianceBernstein Complex of Registered Investment Companies
by National Union Fire Insurance Company of Pittsburgh, Pa.
4. Nothing herein contained shall be held to vary, alter, waive or extend any
of the terms, limitations, conditions or agreements of the attached bond
other than as above stated.
/s/
-------------------------------
AUTHORIZED REPRESENTATIVE
ENDORSEMENT # 8
-------------
This endorsement, effective 12:01 am May 15, 2014 forms a part of
policy number 01-137-73-82
issued to AllianceBernstein Complex of Registered Investment Companies
by National Union Fire Insurance Company of Pittsburgh, Pa.
AUTOMATED PHONE SYSTEMS
It is agreed that:
1. The attached bond is amended by adding an Insuring Agreement (L) as
follows:
AUTOMATED PHONE SYSTEMS
I. Loss caused by an Automated Phone System ("APS") Transaction, where
the request for such APS Transaction is unauthorized or fraudulent
and is made with the manifest intent to deceive; provided, that the
entity which receives such request generally maintains and follows
during the bond Period all APS Designated Procedures with respect to
APS Transactions. The unintentional isolated failure of such entity
to maintain and follow a particular APS Designated Procedure in a
particular instance shall not preclude coverage under this Insuring
Agreement, subject to the exclusions herein and in the Bond.
1. Definitions. The following terms used in this Insuring
Agreement shall have the following meanings:
a. "APS Transaction" means any APS Redemption, APS Exchange
or APS Election.
b. "APS Redemption" means any redemption of shares issued
by an Investment Company which is requested over the
telephone by means of information transmitted by an
individual caller through use of a telephone keypad.
c. "APS Election" means any election concerning dividend
options available to fund shareholders which is made
over the telephone by means of information transmitted
by an individual caller through use of a telephone
keypad.
d. "APS Exchange" means any exchange of shares in a
registered account of one fund into shares in an
identically registered account of another fund in the
same complex pursuant to exchange privileges of the two
funds, which exchange is requested over the telephone by
means of information transmitted by an individual caller
through use of a telephone keypad.
ENDORSEMENT # 8 (Continued)
-------------
This endorsement, effective 12:01 am May 15, 2014 forms a part of
policy number 01-137-73-82
issued to AllianceBernstein Complex of Registered Investment Companies
by National Union Fire Insurance Company of Pittsburgh, Pa.
e. "APS Designated Procedures" means all of the following
procedures:
(1) Election in Application: No APS Redemption shall
be executed unless the shareholder to whose
account such an APS Redemption relates has
previously elected by official designation to
permit such APS Redemption.
(2) Logging: All APS Transaction requests shall be
logged or otherwise recorded, so as to preserve
all of the information transmitted by an
individual caller through use of a telephone
keypad in the course of such a request, and the
records shall be retained for at least six months.
(a) Information contained in the records shall be
capable of being retrieved through the
following methods:
Procedures normally used by the Insured
(b) Information contained in the records shall be
capable of being retrieved and produced
within a reasonable time after retrieval of
specific information is requested, at a
success rate of no less than 85 percent.
(3) Identity Test: The identity of the caller in any
request for an APS Transaction shall be tested
before execution of that APS Transaction by
requiring the entry by the caller of a
confidential personal identification number
("PIN")
(a) Limited attempts to enter PIN: If
the caller fails to enter a correct
PIN within three attempts, the caller
must not be allowed additional
attempts during the same (telephone
call/twenty-four hour day) to enter
the PIN.
ENDORSEMENT # 8 (Continued)
-------------
This endorsement, effective 12:01 am May 15, 2014 forms a part of
policy number 01-137-73-82
issued to AllianceBernstein Complex of Registered Investment Companies
by National Union Fire Insurance Company of Pittsburgh, Pa.
(4) Written Confirmation: A written confirmation of
any APS Transaction shall be mailed to the
shareholder(s) to whose account such APS
Transaction relates, at the original record
address, by the end of the Insured's next regular
processing cycle, but in no event later than five
business days following such APS Transaction.
(5) Access to APS Equipment: Access to the equipment
which permits the entity receiving the APS
Transaction request to process and effect the
transaction shall be limited in the following
manner:
Procedures normally used by the Insured
2. Exclusions. It is further understood and agreed that this
extension shall not cover:
a. any loss covered under Insuring Agreement (A), FIDELITY,
of this Bond;
b. any loss resulting from:
(1) the redemption of shares, where the proceeds of
such redemption are made payable to other than
(i) the shareholder of record; or
(ii) a person officially Designated to receive
redemption proceeds; or
(iii) a bank account officially designated
to receive redemption proceeds; or
(2) the redemption of shares, where the proceeds of
such redemption are paid by check mailed to any
address, unless such address has either been
ENDORSEMENT # 8 (Continued)
-------------
This endorsement, effective 12:01 am May 15, 2014 forms a part of
policy number 01-137-73-82
issued to AllianceBernstein Complex of Registered Investment Companies
by National Union Fire Insurance Company of Pittsburgh, Pa.
(i) designated by voice over the
telephone or in writing without a
signature guarantee, in either case
at least thirty (30) days prior to
such redemption; or
(ii) officially designated; or
(iii) verified by any other procedures
which may be normally used by the
Insured; or
(3) the redemption of shares, where the proceeds of
such redemption are paid by wire transfer to other
than the shareholder's officially Designated bank
account; or
(4) the intentional failure to adhere to one or more
APS Designated Procedures.
2. Nothing herein contained shall be held to vary, alter, waive, or extend
any of the terms, limitations, conditions or agreements of the attached
bond other than as above stated.
/s/
-------------------------------
AUTHORIZED REPRESENTATIVE
ENDORSEMENT # 9
-------------
This endorsement, effective 12:01 am May 15, 2014 forms a part of
policy number 01-137-73-82
issued to AllianceBernstein Complex of Registered Investment Companies
by National Union Fire Insurance Company of Pittsburgh, Pa.
AUTOMATIC COVERAGE
It is agreed that:
1. If the Insured shall, while this bond is in force, establish any new funds
other than by consolidation or merger with, purchase or acquisition of
assets or liabilities of, another institution, such funds shall
automatically be covered hereunder from the date of such establishment
without the payment of additional premium for the remainder of the premium
period.
2. If the Insured shall, while this bond is in force, require an increase in
limits to comply with SEC Reg. 17g-1, due to an increase in asset size of
current funds insured under this bond or by the addition of new funds,
such increase in limits shall automatically be covered hereunder from the
date of such increase without the payment of additional premium for the
remainder of the premium period.
3. Nothing herein contained shall be held to vary, alter, waive or extend any
of the terms, limitations, conditions or agreements of the attached bond
other than as above stated.
/s/
-------------------------------
AUTHORIZED REPRESENTATIVE
ENDORSEMENT # 10
-------------
This endorsement, effective 12:01 am May 15, 2014 forms a part of
policy number 01-137-73-82
issued to AllianceBernstein Complex of Registered Investment Companies
by National Union Fire Insurance Company of Pittsburgh, Pa.
AMEND SECTION 13., TERMINATION
It is agreed that:
1. The attached bond is hereby amended by deleting Section 13., TERMINATION,
in its entirety and substituting the following:
The Underwriter may terminate this bond as an entirety by furnishing
written notice specifying the termination date which cannot be prior to 90
days after the receipt of such written notice by each Investment Company
named as Insured and the Securities and Exchange Commission, Washington,
DC. The Insured may terminate this bond as an entirety by furnishing
written notice to the Underwriter. When the Insured cancels, the Insured
shall furnish written notice to the Securities and Exchange Commission,
Washington, DC prior to 90 days before the effective date of termination.
The Underwriter shall notify all other Investment Companies named as
Insured of the receipt of such termination notice and the termination
cannot be effective prior to 90 days after receipt of written notice by
all other Investment Companies. Premiums are earned until the termination
date as set forth herein.
This bond will terminate as to any one Insured, (other than a registered
management investment company), immediately upon taking over of such
Insured by a receiver or other liquidator or by State or Federal
officials, or immediately upon the filing of a petition under any State or
Federal statute relative to bankruptcy or reorganization of the Insured,
or assignment for the benefit of creditors of the Insured, or immediately
upon such Insured ceasing to exist, whether through merger into another
entity, or by disposition of all of its assets.
This bond will terminate as to any registered management investment
company upon the expiration of 90 days after written notice has been given
to the Securities and Exchange Commission, Washington, DC.
The Underwriter shall refund the unearned premium computed at short rates
in accordance with the standard short rate cancellation tables if
terminated by the Insured or pro rata if terminated for any other reason.
This bond shall terminate:
a. as to any Employee as soon as any partner, officer or supervisory
Employee of the Insured, who is not in collusion with such Employee,
shall learn of any
ENDORSEMENT # 10 (Continued)
-------------
This endorsement, effective 12:01 am May 15, 2014 forms a part of
policy number 01-137-73-82
issued to AllianceBernstein Complex of Registered Investment Companies
by National Union Fire Insurance Company of Pittsburgh, Pa.
dishonest or fraudulent act(s), including Larceny or Embezzlement,
on the part of such Employee without prejudice to the loss of any
Property then in transit in the custody of such Employee and upon
the expiration of 90 days after written notice has been given to the
Securities and Exchange Commission, Washington, DC (see Section
16(d)) and to the Insured Investment Company; or
b. as to any Employee 90 days after receipt by each Insured and by the
Securities and Exchange Commission of a written notice from the
Underwriter of its desire to terminate this bond as to such
Employee; or
c. as to any person, who is a partner, officer or employee of any
electronic data processor covered under this bond, from and after
the time that the Insured or any partner or officer thereof not in
collusion with such person shall have knowledge or information that
such person has committed any dishonest or fraudulent act(s),
including Larceny or Embezzlement, in the service of the Insured or
otherwise, whether such act be committed before or after the time
this bond is effective and upon the expiration of 90 days after
written notice has been given by the Underwriter to the Securities
and Exchange Commission, Washington, DC and to the insured
Investment Company.
2. Upon the detection by any Insured that an Employee has committed any
dishonest or fraudulent act(s) or theft, the Insured shall immediately
remove such Employee from a position that may enable such Employee to
cause the Insured to suffer a loss by any subsequent dishonest or
fraudulent act(s) or theft. The Insured, within forty-eight (48) hours of
such detection, shall notify the Underwriter with full and complete
particulars of the detected dishonest or fraudulent act(s) or theft.
3. Nothing herein contained shall be held to vary, alter, waive or extend any
of the terms, limitations, conditions or agreements of the attached bond
other than as above stated.
/s/
-------------------------------
AUTHORIZED REPRESENTATIVE
ENDORSEMENT # 11
-------------
This endorsement, effective 12:01 am May 15, 2014 forms a part of
policy number 01-137-73-82
issued to AllianceBernstein Complex of Registered Investment Companies
by National Union Fire Insurance Company of Pittsburgh, Pa.
COSURETY RIDER
It is agreed that:
1. The term "Underwriter" as used in the attached bond shall be
construed to mean, unless otherwise specified in this rider, all the
Companies executing the attached bond.
2. Each of said Companies shall be liable only for such proportion of
any Single Loss under the attached bond as the amount underwritten
by such Company, as specified in the Schedule forming a part hereof,
bears to the Aggregate Limit of Liability of the attached bond, but
in no event shall any of said Companies be liable for an amount
greater than that underwritten by it.
3. In the absence of a request from any of said Companies to pay
premiums directly to it, premiums for the attached bond may be paid
to the Controlling Company for the account of all of said Companies.
4. In the absence of a request from any of said Companies that notice
of claim and proof of loss be given to or filed directly with it,
the giving of such notice to and the filing of such proof with, the
Controlling Company shall be deemed to be in compliance with the
conditions of the attached bond for the giving of notice of loss and
the filing of proof of loss, if given and filed in accordance with
said conditions.
5. The Controlling Company may give notice in accordance with the terms
of the attached bond, terminating or canceling the attached bond as
an entirety or as to any Employee, and any notice so given shall
terminate or cancel the liability of all of said Companies as an
entirety or as to such Employee, as the case may be.
6. Any Company other than the Controlling Company may give notice in
accordance with the terms of the attached bond, terminating or
canceling the entire liability of such other Company under the
attached bond or as to any Employee.
7. In the absence of a request from any of said Companies that notice
of termination or cancellation by the Insured of the attached bond
in its entirety be given to or filed directly with it, the giving of
such notice in accordance with the terms of the attached bond to the
Controlling Company shall terminate or cancel the liability of all
of said Companies as an entirety. The Insured may terminate or
cancel the entire liability of any Company, other than the
Controlling Company, under the attached bond by giving notice of
such termination or cancellation to such other Company, and shall
send copy of such notice to the Controlling Company.
ENDORSEMENT # 11 (Continued)
-------------
This endorsement, effective 12:01 am May 15, 2014 forms a part of
policy number 01-137-73-82
issued to AllianceBernstein Complex of Registered Investment Companies
by National Union Fire Insurance Company of Pittsburgh, Pa.
8. In the event of the termination or cancellation of the attached bond as an
entirety, no Company shall be liable to the Insured for a greater
proportion of any return premium due the Insured than the amount
underwritten by such Company bears to the Aggregate Limit of Liability of
the attached bond.
9. In the event of termination or cancellation of the attached bond as to any
Company, such Company alone shall be liable to the Insured for any return
premium due the Insured on account of such termination or cancellation.
The termination or cancellation of the attached bond as to any Company
other than the Controlling Company shall not terminate, cancel or
otherwise affect the liability of the other Companies under the attached
bond.
Underwritten for the sum of
$20,000,000, part of $50,000,000
By:__________________________________
National Union Fire Insurance
Company of Pittsburgh, Pa.
Controlling Company
Underwritten for the sum of
$15,000,000, part of $50,000,000
By:______________________________
Continental Insurance Company
ENDORSEMENT # 11 (Continued)
-------------
This endorsement, effective 12:01 am May 15, 2014 forms a part of
policy number 01-137-73-82
issued to AllianceBernstein Complex of Registered Investment Companies
by National Union Fire Insurance Company of Pittsburgh, Pa.
Underwritten for the sum of
$10,000,000, part of $50,000,000
By:__________________________________
U.S. Specialty Insurance Company
Underwritten for the sum of
$5,000,000, part of $50,000,000
By:___________________________________
Berkley Regional Insurance Company
/s/
-------------------------------
AUTHORIZED REPRESENTATIVE
ENDORSEMENT # 12
-------------
This endorsement, effective 12:01 am May 15, 2014 forms a part of
policy number 01-137-73-82
issued to AllianceBernstein Complex of Registered Investment Companies
by National Union Fire Insurance Company of Pittsburgh, Pa.
NOTICE OF CLAIM
(REPORTING BY E-MAIL)
In consideration of the premium charged, it is hereby understood and agreed as
follows:
1. Email Reporting of Claims: In addition to the postal address set forth for
any Notice of Claim Reporting under this policy, such notice may also be
given in writing pursuant to the policy's other terms and conditions to
the Insurer by email at the following email address:
c-claim @AIG.com
Your email must reference the policy number for this policy. The date
of the Insurer's receipt of the emailed notice shall constitute the date
of notice.
In addition to Notice of Claim Reporting via email, notice may also be
given to the Insurer by mailing such notice to: AIG, Financial Lines
Claim s, P.O. Box 25947, Shawnee Mission, KS 66225 or faxing such notice
to (866) 227- 1750.
2. Definitions: For this endorsement only, the following definitions shall
apply:
(a) "Insurer" means the "Insurer," "Underwriter" or "Company" or other
name specifically ascribed in this policy as the insurance company
or underwriter for this policy.
(b) "Notice of Claim Reporting" means "notice of claim/circumstance,"
"notice of loss" or other reference in the policy
designated for reporting of claims, loss or occurrences or
situations that may give rise or result in loss under this policy.
(c) "Policy" means the policy, bond or other insurance product to which
this endorsement is attached.
3. This endorsement does not apply to any Kidnap & Ransom/Extortion Coverage
Section, if any, provided by this policy.
ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED.
/s/
-------------------------------
AUTHORIZED REPRESENTATIVE
ENDORSEMENT # 13
-------------
This endorsement, effective 12:01 am May 15, 2014 forms a part of
policy number 01-137-73-82
issued to AllianceBernstein Complex of Registered Investment Companies
by National Union Fire Insurance Company of Pittsburgh, Pa.
RELIANCE UPON OTHER CARRIER'S APPLICATION RIDER
It is agreed that:
1. In granting coverage under this bond, the Underwriter has relied upon the
statements and representations contained in the below referenced
application (including materials submitted thereto and, if such
application is a renewal application, all such previous bond applications
and their attachments and materials, for which this bond is a renewal or
succeeds in time) as being accurate and complete.
2. The Insured warrants and represents to the Underwriter that the statements
and representations made in such application were accurate on the date
such representations and statements were so given and that in connection
therewith the Insured reaffirms each and every statement made in the
application to ICI Mutual Insurance Company as accurate as of April 11,
2012 as if it was made to the Underwriter on such date. All such
statements and representations shall be deemed to be material to the risk
assumed by the Underwriter, and are the basis of this bond and are deemed
to be considered as incorporated into this bond.
Type of Bond Application Carrier Date Signed
------------------------ ------- -----------
Alternative Renewal ICI Mutual Insurance 03/26/2014
Application Company
3. Nothing contained here shall be held to vary, alter, waive or extend any
of the terms, limitations, conditions, or agreements of the attached bond
other than as above stated.
/s/
-------------------------------
AUTHORIZED REPRESENTATIVE
ENDORSEMENT # 14
-------------
This endorsement, effective 12:01 am May 15, 2014 forms a part of
policy number 01-137-73-82
issued to AllianceBernstein Complex of Registered Investment Companies
by National Union Fire Insurance Company of Pittsburgh, Pa.
NEW YORK AMENDATORY ENDORSEMENT
Wherever used in this endorsement: 1) "Insurer" means the insurance company
which issued this policy; and 2) "Insured" means the Named Corporation, Named
Organization, Named Sponsor, Named Insured, Named Entity or Insured stated in
the declarations page;
The policy is hereby amended as follows:
I. The Cancellation and When We Do Not Renew provisions are deleted and
replaced by the following:
(a) CANCELLATION BY THE INSURED
This policy may be cancelled by the Insured by surrender of this
policy to the Insurer or by giving written notice to the Insurer
stating when thereafter such cancellation shall be effective. The
Policy Period terminates at the date and hour specified in such
notice, or at the date and time of surrender.
(b) CANCELLATION, NONRENEWAL AND CONDITIONAL RENEWAL BY THE INSURER
(i) If this policy has been in effect for sixty (60) or fewer days
when cancellation notice is mailed, and this policy is not a
renewal of a policy issued by the Insurer, then this policy
may be cancelled by the Insurer by mailing or delivering to
the Insured, and to his authorized insurance agent or broker,
written notice stating when not less than twenty (20) days
thereafter (fifteen (15) days thereafter if cancellation is
because of one of the reasons for cancellation set forth in
subsection (ii) below) the cancellation shall be effective.
Notice of cancellation issued by the Insurer shall specify the
grounds for cancellation.
(ii) If this policy has been in effect for more than sixty (60)
days when notice of cancellation is mailed, or if this policy
is a renewal of a policy issued by the Insurer, then this
policy may be cancelled by the Insurer by mailing or
delivering to the Insured, and to his authorized insurance
agent or broker, written notice stating when not less than
fifteen (15) days thereafter the cancellation shall be
effective; however, such cancellation must be based on one or
more of the following:
(A) nonpayment of premium , provided, however, that a notice
of cancellation on this ground shall inform the first
Named Insured of the amount due;
(B) conviction of a crime arising out of acts increasing the
hazard insured against;
(C) discovery of fraud or material misrepresentation in the
ENDORSEMENT # 14 (Continued)
-------------
obtaining of the policy or in the presentation of a
claim thereunder;
(D) after issuance of the policy or after the last renewal
date, discovery of an act or omission, or a violation
of any policy condition, that substantially and
materially increases the hazard insured against, and
which occurred subsequent to inception of the current
Policy Period;
(E) material change in the nature or extent of the risk,
occurring after issuance or last annual renewal
anniversary date of the policy, which causes the risk of
loss to be substantially and materially increased beyond
that contemplated at the time the policy was issued or
last renewed;
(F) required pursuant to a determination by the New York
Superintendent of Insurance that continuation of the
present premium volume of the Insurer would jeopardize
the Insurer's solvency or be hazardous to the interests
of Insureds of the Insurer, its creditors or the public;
(G) a determination by the New York Superintendent of
Insurance that the continuation of the policy would
violate, or would place the Insurer in violation of, any
provision of the New York Insurance Law; (H) revocation
or suspension of an Insured's license to practice his
profession; or
(I) where the Insurer has reason to believe that there is a
probable risk or danger that the Insured will destroy or
permit the destruction of the insured property for the
purpose of collecting the insurance proceeds, provided,
however, that:
(1) a notice of cancellation on this ground shall
inform the Insured in plain language that the
Insured must act within ten days if review by the
department of the ground for cancellation is
desired pursuant to item (3) of this subparagraph
(I);
(2) notice of cancellation on this ground shall be
provided simultaneously by the Insurer to the
department; and
(3) upon written request of the Insured made to the
department within ten days from the Insured's
receipt of notice of cancellation on this ground,
the department shall undertake a review of the
ground for cancellation to determine whether or
not the Insurer has satisfied the criteria for
cancellation specified in this subparagraph; if
after such review the department finds no
sufficient cause for cancellation on this ground,
the notice of cancellation on this ground shall be
deemed null and void.
ENDORSEMENT # 14 (Continued)
-------------
Notice of cancellation by the Insurer shall specify the
grounds for cancellation.
(iii)
(A) The Insurer shall mail to the Insured, and to his
authorized insurance agent or broker, written notice
indicating the Insurer's intention:
(1) not to renew this policy;
(2) to condition its renewal upon change of limits,
change in type of coverage, reduction of coverage,
increased deductible or addition of exclusions or
upon increased premiums in excess of ten
percent; (exclusive of any premium increase
generated as a result of increased exposure units
or as a result of experience rating, loss rating,
or audit);
(3) that the policy will not be renewed or will not be
renewed upon the same terms, conditions or
rates; such alternative renewal notice must be
mailed or delivered on a timely basis and advise
the Insured that a second notice shall be mailed
at a later date indicating the Insurer's intention
as specified in subparagraph (1) or (2) of this
paragraph (A) and that coverage shall continue on
the same terms, conditions and rates as
expiring, until the later of the expiration date
or sixty (60) days after the second notice is
mailed or delivered; such alternative renewal
notice also shall advise the insured of the
availability of loss information and, upon
written request, the request, the insurer shall
furnish such loss information within ten (10)
days to the insured.
(B) A nonrenewal notice as specified in subparagraph (1), a
conditional renewal notice as specified in subparagraph (2),
and the second notice described in subparagraph (3) of
paragraph (A) of this subsection (iii) shall contain the
specific reason or reasons for nonrenewal or conditional
renewal, and set forth the amount of any premium increase
and nature of any other proposed changes.
(C) The notice required by paragraph (A) of this subsection (iii)
shall be mailed at least sixty (60) but not more than one
hundred twenty (120) days in advance of the end of the Policy
Period.
(D)
(1) If the Insurer employs an alternative renewal notice as
authorized by subparagraph (3) of paragraph (A) of this
subsection (iii), the Insurer shall provide coverage on
the same terms, conditions, and rates as the expiring
policy, until the later of the expiration date or sixty
(60) days after the mailing of the second notice
described in such subparagraph.
ENDORSEMENT # 14 (Continued)
-------------
(2) Prior to the expiration date of the policy, in the event
that an incomplete or late conditional renewal notice
or a late nonrenewal notice is provided by the Insurer,
the Policy Period shall be extended, at the same terms
and conditions as the expiring policy, except that the
annual aggregate limit of the expiring policy shall be
increased in proportion to the policy extension, and at
the lower of the current rates or the prior period's
rates, until sixty (60) days after such notice is
mailed, unless the Insured elects to cancel sooner.
(3) In the event that a late conditional renewal notice or a
late nonrenewal notice is provided by the insurer on or
after the expiration date of the policy, coverage shall
remain in effect on the same terms and conditions of
the expiring policy for another required policy period,
and at the lower of the current rates or the prior
period's rates unless the insured during the additional
required policy period has replaced the coverage or
elects to cancel, in which event such cancellation shall
be on a pro rata premium basis.
(iv) Nothing herein shall be construed to limit the grounds for
which the Insurer may lawfully rescind this policy or decline
to pay a claim under this policy.
< (v) Notice required herein to be mailed to the Insured shall be
mailed to the Insured at the address shown in Item 1 of the
Declarations.
Notice required herein to be mailed by the Insurer shall be
sent by registered, certified or other first class mail.
Delivery of written notice shall be equivalent to mailing.
Proof of mailing of such notice as aforesaid shall be
sufficient proof of notice. The Policy Period shall terminate
at the effective date and hour of cancellation or nonrenewal
specified in such notice.
(vi) If this policy shall be cancelled by the Insured, the Insurer
shall retain the customary short rate proportion of the
premium hereon.
If this policy shall be cancelled by the Insurer, the Insurer
shall retain the pro rata proportion of the premium hereon.
Payment or tender of any unearned premium by the Insurer shall
not be a condition of cancellation, but such payment shall be
made as soon as practicable.
ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED.
/s/
-------------------------------
AUTHORIZED REPRESENTATIVE
ENDORSEMENT # 15
-------------
This endorsement, effective 12:01 am May 15, 2014 forms a part of
policy number 01-137-73-82
issued to AllianceBernstein Complex of Registered Investment Companies
by National Union Fire Insurance Company of Pittsburgh, Pa.
NEW YORK AMENDATORY ENDORSEMENT - N Y STATUTE 3420
Wherever used in this endorsement: 1) "we", "us", "our" and "Insurer" mean the
insurance company which issued this policy; 2) "you", "your", "Insured" and
"first Named Insured" mean the Named Corporation, Named Entity, Named
Organization, Named Sponsor, Named Insured, or Insured stated in the
declarations page; 3) "other insured(s)" means all other persons or entities
afforded coverage under the policy; 4) "Discovery Period" means Discovery
Period or Extended Reporting Period, as defined in the policy; and 5) "Claim "
means Claim or Suit as defined in the policy.
It is hereby understood and agreed that the policy is am ended as follows: A.
The following provisions are hereby added to the policy:
FAILURE TO GIVE NOTICE WITHIN PRESCRIBED TIME:
Failure to give any notice required to be given by this policy, or
any policy of which this is a renewal, within the prescribed time
shall not invalidate any Claim made against an Insured if:
(a) it shall be shown not to have been reasonably possible to give
notice within the prescribed time and that notice was given
as soon as was reasonably possible thereafter; or
(b) the failure to provide timely notice has not prejudiced the
Insurer.
Any such Claim shall be deemed to have been first made against the
Insured and noticed to the Insurer within the Policy Period or
Discovery Period of the policy issued by the Insurer (the "Noticed
Policy") in which the Insurer received notice of the Claim ;
provided that the coverage afforded with respect to the Noticed
Policy shall be in an amount not greater than the amount of
coverage afforded with respect to the Policy Period of the policy
issued by the Insurer (the "Former Policy") in which the Claim was
actually first made against the Insured. The foregoing sentence
may result in (but not be limited to): (1) reducing the limit of
liability available for such a Claim to the available limit of
liability applicable to the Former Policy; (2) increasing the
applicable retention amount to that retention amount applicable to
the Former Policy; or (3) reducing or eliminating coverage due to
exclusions or other restrictions appearing in the Former Policy but
eliminated, in part or in whole, in the Noticed Policy. No coverage
shall be afforded under this endorsement if there was not in
existence a Former Policy at the time the Claim was actually first
made against the Insured.
With respect to subsection (b) above, any such Claim must be noticed
during the Policy Period or Discovery Period of a Noticed Policy
which is a renewal or extension of the Former Policy.
Nothing in this endorsement shall be construed to provide coverage
for a Claim under more than one Policy Period or Discovery Period.
ENDORSEMENT # 15 (Continued)
-------------
PREJUDICE:
In the event that the Insurer alleges that it was prejudiced as a
result of a failure to give notice within the time required under
the policy, the burden of proof shall be on:
(a) the Insurer to prove that it has been prejudiced, if the
notice was provided within two years of the time required
under the policy; or
(b) the Insured to prove that the Insurer has not been prejudiced,
if the notice was provided more than two years after the time
required under the policy.
The Insurer's rights shall not be deemed prejudiced unless the
failure to timely provide notice materially impairs the ability
of the Insurer to investigate or defend the Claim .
Notwithstanding the above, an irrebuttable presumption of prejudice
shall apply if, prior to the notice, the Insured's liability has
been determined by a court of competent jurisdiction or by a
binding arbitration; or if the Insured has resolved the Claim by
settlement or other compromise.
NOTICE TO AGENT:
Notice given by or on behalf of the Insured, or written notice by or
on behalf of the injured party or any other claim ant, to any
licensed agent of the Insurer in the state of New York, with
particulars sufficient to identify the Insured, shall be deemed
notice to the Insurer.
INSOLVENCY/BANKRUPTCY OF INSURED:
The insolvency or bankruptcy of the Insured shall not relieve the
Insurer of its obligations under this policy as long as all policy
requirements are met by Insured, its trustee or receiver in
bankruptcy. Should a covered judgment be rendered against an
insolvent or bankrupt Insured, the Insurer shall be liable for the
amount of such judgment not to exceed the applicable limit of
liability under this policy.
B. The Clause entitled, "Action Against Us " or "Action Against Company"
is deleted in its entirety and replaced with the following:
No one may bring an action against us unless there has been full
compliance with all the terms of this policy and the amount of the
Insured's obligation to pay has been finally determined either by:
1. judgment against the Insured which remains unsatisfied at the
expiration of thirty (30) days from the service of notice of
entry of the judgment upon the Insured and upon us; or
2. written agreement of the Insured, the claimant and us.
Any person or organization or legal representative thereof who has
secured such judgment or written agreement shall thereafter be
entitled to recover under this policy to the extent of the insurance
afforded by this policy. We may not be impleaded by the Insured or
its legal representative in any legal action brought against the
Insured by any person or organization.
ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED.
/s/
-------------------------------
AUTHORIZED REPRESENTATIVE
ENDORSEMENT # 16
-------------
This endorsement, effective 12:01 am May 15, 2014 forms a part of
policy number 01-137-73-82
issued to AllianceBernstein Complex of Registered Investment Companies
by National Union Fire Insurance Company of Pittsburgh, Pa.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ECONOMIC SANCTIONS ENDORSEMENT
This endorsement modifies insurance provided under the following:
The Insurer shall not be deemed to provide cover and the Insurer shall not be
liable to pay any claim or provide any benefit hereunder to the extent that the
provision of such cover, payment of such claim or provision of such benefit
would expose the Insurer, its parent company or its ultimate controlling entity
to any sanction, prohibition or restriction under United Nations resolutions or
the trade or economic sanctions, laws or regulations of the European Union or
the United States of America.
/s/
-------------------------------
AUTHORIZED REPRESENTATIVE
ENDORSEMENT # 17
-------------
This endorsement, effective 12:01 am May 15, 2014 forms a part of
policy number 01-137-73-82
issued to AllianceBernstein Complex of Registered Investment Companies
by National Union Fire Insurance Company of Pittsburgh, Pa.
FORMS INDEX ENDORSEMENT
The contents of the Policy is comprised of the following form s:
EDITION
FORM NUMBER DATE FORM TITLE
--------------------------------------------------------------------------------
41205 04/95 INVESTMENT COMPANY BLANKET BOND
41206 09/84 INVESTMENT COMPANY BLANKET BOND
SR 12/93 GUTS NEW YORK STATUTORY RIDER
6180b NAMED INSUREDS
MNSCPT AMENDED INSURING AGREEMENT (A)
MNSCPT FIDELITY AMENDED INSURING AGREEMENT
MNSCPT (B) AUDIT EXPENSE
MNSCPT AMENDED INSURING AGREEMENT (G) COUNTERFEIT
MNSCPT CURRENCY COMPUTER SYSTEMS
MNSCPT TELEFACSIMILE TRANSFER
MNSCPT FRAUD AUTOMATED PHONE
MNSCPT SYSTEMS AUTOMATIC COVERAGE
MNSCPT AMEND SECTION 13.,
MNSCPT TERMINATION COSURETY RIDER
99758 08/08 NOTICE OF CLAIM (REPORTING BY E-MAIL)
MNSCPT RELIANCE UPON OTHER CARRIER'S
69898 09/06 APPLICATION RIDER NEW YORK AMENDATORY -
3231 01/09 CANCELLATION/NONRENEWAL NEW YORK LAW 3420
89644 06/13 AMENDATORY ENDORSEMENT ECONOMIC SANCTIONS
78859 10/01 ENDORSEMENT
FORMS INDEX ENDORSEMENT
ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED.
/s/
-------------------------------
AUTHORIZED REPRESENTATIVE
EXHIBIT B
REGISTERED INVESTMENT COMPANIES
JOINT FIDELITY BOND AGREEMENT
AGREEMENT made as of May 14, 2014, by and among AllianceBernstein Income
Fund, Inc., AllianceBernstein Global High Income Fund, Inc., Alliance California
Municipal Income Fund, Inc., Alliance New York Municipal Income Fund, Inc.,
AllianceBernstein Multi-Manager Alternative Fund, AllianceBernstein National
Municipal Income Fund, Inc., AllianceBernstein Blended Style Series, Inc.,
AllianceBernstein Bond Fund, Inc., AllianceBernstein Cap Fund, Inc.,
AllianceBernstein Core Opportunities Fund, Inc., AllianceBernstein Corporate
Shares, AllianceBernstein Discovery Growth Fund, Inc., AllianceBernstein Equity
Income Fund, Inc., AllianceBernstein Exchange Reserves, AllianceBernstein
Fixed-Income Shares, Inc., AllianceBernstein Global Bond Fund, Inc.,
AllianceBernstein Global Real Estate Investment Fund, Inc., AllianceBernstein
Global Risk Allocation Fund, Inc., AllianceBernstein Global Thematic Growth
Fund, Inc., AllianceBernstein Growth and Income Fund, Inc., AllianceBernstein
High Income Fund, Inc., AllianceBernstein Institutional Funds, Inc.,
AllianceBernstein International Growth Fund, Inc., AllianceBernstein Large Cap
Growth Fund, Inc., AllianceBernstein Municipal Income Fund, Inc.,
AllianceBernstein Municipal Income Fund II, AllianceBernstein Trust, Inc.,
AllianceBernstein Unconstrained Bond Fund, Inc., AllianceBernstein Variable
Products Series Fund, Inc., Sanford C. Bernstein Fund, Inc., Sanford C.
Bernstein Fund II, Inc., The AllianceBernstein Pooling Portfolios, The
AllianceBernstein Portfolios (collectively, the "investment companies") 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. ("AllianceBernstein") provides investment
advisory services and/or certain administrative and financial services to the
investment companies; and
WHEREAS, pursuant to Rule 17g-1, as amended, promulgated under the Act,
registered management investment companies must provide and maintain fidelity
bonds covering larceny and embezzlement by certain of their officers and
employees in amounts no less than stated minimums based upon the gross assets of
such registered management investment companies; and
WHEREAS, pursuant to Rule 17g-1(b) under the Act, registered management
investment companies which are managed and/or whose shares are distributed by
the same person may obtain joint coverage as insureds under a single fidelity
bond (a "joint fidelity bond"); and
WHEREAS, the investment companies are registered management investment
companies managed by AllianceBernstein; and
WHEREAS, the investment companies desire to obtain coverage under one
joint fidelity bond; and
WHEREAS, the Board of Directors of the Sanford C. Bernstein Fund, Inc.
("SCB Fund") elects to calculate the required amounts of fidelity bond coverage
on a basis that treats 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 AllianceBernstein Multi-Manager Alternative Fund ("MMA Fund")
is composed of a single portfolio; and
WHEREAS, the Boards of Directors or Trustees of each investment company
that is a party to this Agreement other than SCB Fund and MMA Fund (each such
investment company, an "AB Fund", and together, the "AB Funds") that has
multiple portfolios elects to calculate the required amounts of fidelity bond
coverage on a basis that treats 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 which are parties to this Agreement, including a majority of the
Directors or Trustees, as applicable, who are not "interested persons" of such
investment company as defined by Section 2(a)(19) of the Act ("Disinterested
Directors/Trustees"), 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.
NOW, THEREFORE, it is agreed as follows:
1. That the investment companies which are parties to this Agreement and
AllianceBernstein will be named as insureds and will be covered under a joint
fidelity bond with National Union Fire Insurance Co., U.S. Specialty Insurance
Company, Continental Insurance Company, Berkley Regional Insurance Company,
Liberty Mutual Insurance Company and Everest Reinsurance Company (each, a
"fidelity insurance company" and collectively, the "fidelity insurance
companies") in the aggregate amount of $72,700,000 at a total annual cost of
$250,408, each such investment company having specific coverage in accordance
with Rule 17g-1(d). The required coverage amount (calculated 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.
For the avoidance of doubt, the amount of coverage under the joint fidelity bond
shall at all times be at least equal in amount to the total amount of coverage
which each investment company would have been required to provide and maintain
individually pursuant to the schedule set forth in paragraph (d)(i) of Rule
17g-1 under the Act had each investment company not been named an insured under
the joint fidelity bond.
2. No premium shall be paid by an investment company under the joint
fidelity bond unless that investment company's Board of Directors or Trustees,
as applicable, including a majority of the Disinterested Directors/Trustees,
shall have approved the portion of the premium to be paid by that investment
company. The premium payable on the joint fidelity bond shall be allocated among
the investment companies in the respective amounts set forth opposite the name
of each investment company listed on Schedule A in the column entitled
"Allocated Cost".
3. AllianceBernstein has been named an insured under the joint fidelity
bond for administrative convenience. The parties agree that in no event shall
AllianceBernstein be entitled to retain any recovery payable under the joint
fidelity bond, although it may receive payments which will be distributed to one
or more investment companies to facilitate the administration of the joint
fidelity bond.
4. (a) In the event that one or more of the investment companies sustains
a loss for which recovery is received under the joint fidelity bond, 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 by
them (other than the portions thereof subject to deductibles).
(b) If the recovery is inadequate to indemnify fully each such
investment company for losses sustained by it (other than the portion thereof
subject to a deductible), the recovery shall be allocated as follows, to the
extent applicable:
(i) The AB Funds shall be allocated an aggregate amount equal to the
lesser of (A) their actual aggregate loss (net of any deductibles) and (B) the
sum of $47,175,000 plus the difference between $24,275,000 and the amount of the
loss recovered by the SCB Fund under clause (ii) together with the difference
between $1,250,000 and the amount of the loss recovered by the MMA Fund under
clause (iii). 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 procured 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 deductibles) and (B) the sum of
$24,275,000 plus the difference between $47,175,000 and the amount of the loss
recovered by the AB Funds under clause (i) together with the difference between
$1,250,000 and the amount of the loss recovered by the MMA Fund under clause
(iii). 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 such portfolio shall be allocated an amount at least
equal to the amount which it would have received had it procured 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) MMA Fund shall be allocated an aggregate amount equal to the
lesser of (A) its actual loss (net of any deductibles) and (B) the sum of
$1,250,000 plus the difference between $47,175,000 and the amount of the loss
recovered by the AB Funds under clause (i) together with the difference between
$24,275,000 and the amount of the loss recovered by the SCB Fund under clause
(ii). Such amount shall be at least equal to the amount which MMA Fund would
have received had it procured and maintained a single insurance bond with the
minimum coverage required by Rule 17g-1(d)(1).
(iv) Where a compromise results in recovery by any or all of the
investment companies of less than the full amount of its (or their) actual
aggregate loss covered by the joint fidelity bond, the recovery shall be
allocated consistent with (i), (ii) and (iii) above among the investment
companies that sustained such loss, without regard to the proportion of the
actual aggregate loss recovered, and with the $47,175,000, $24,275,000 and
$1,250,000 amounts being reduced proportionate to any reduction to the
$72,700,000 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 any or all of
the $47,175,000, $24,275,000 or $1,250,000 amounts will be adjusted in an
equitable manner taking into account the particular facts and circumstances and
the principles reflected above.
4. This Agreement may not be amended or modified in any manner except by a
written agreement executed by all parties hereto.
5. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed in its name and on its behalf by its authorized representative
effective as of the day and year first written above.
/s/ Emilie D. Wrapp
---------------------------
Emilie D. Wrapp
Secretary for each of the Investment Companies
/s/ David M. Lesser
---------------------------
David M. Lesser
Assistant Secretary for AllianceBernstein L.P.
SCHEDULE A
----------
Registered Management Investment Companies Allocated Cost ($) Bond Amount ($)
------------------------------------------ ------------------- ----------------
AllianceBernstein Income Fund, Inc. 7,233.24 2,100,000
AllianceBernstein Global High Income Fund, Inc. 5,166.60 1,500,000
Alliance California Municipal Income Fund, Inc. 2,066.64 600,000
Alliance New York Municipal Income Fund, Inc. 1,808.31 525,000
AllianceBernstein Multi-Manager Alternative Fund 4,305.50 1,250,000
AllianceBernstein National Municipal Income Fund, Inc. 3,099.96 900,000
AllianceBernstein Blended Style Series, Inc. 4,305.50 1,250,000
AllianceBernstein Bond Fund, Inc. 7,233.24 2,100,000
AllianceBernstein Cap Fund, Inc. 7,922.12 2,300,000
AllianceBernstein Core Opportunities Fund, Inc. 2,066.64 600,000
AllianceBernstein Corporate Shares 3,099.96 900,000
AllianceBernstein Discovery Growth Fund, Inc. 5,855.48 1,700,000
AllianceBernstein Equity Income Fund, Inc. 3,444.40 1,000,000
AllianceBernstein Exchange Reserves 5,166.60 1,500,000
AllianceBernstein Fixed-Income Shares, Inc. 8,611.00 2,500,000
AllianceBernstein Global Bond Fund, Inc. 7,922.12 2,300,000
AllianceBernstein Global Real Estate Investment Fund, Inc. 2,066.64 600,000
AllianceBernstein Global Risk Allocation Fund, Inc. 2,583.30 750,000
AllianceBernstein Global Thematic Growth Fund, Inc. 3,444.40 1,000,000
AllianceBernstein Growth and Income Fund, Inc. 7,233.24 2,100,000
AllianceBernstein High Income Fund, Inc. 8,611.00 2,500,000
AllianceBernstein Institutional Funds, Inc. 2,583.30 750,000
AllianceBernstein International Growth Fund, Inc. 3,099.96 900,000
AllianceBernstein Large Cap Growth Fund, Inc. 5,855.48 1,700,000
AllianceBernstein Municipal Income Fund, Inc. 7,922.12 2,300,000
AllianceBernstein Municipal Income Fund II 4,305.50 1,250,000
AllianceBernstein Trust 7,922.12 2,300,000
AllianceBernstein Unconstrained Bond Fund, Inc. 2,583.30 750,000
AllianceBernstein Variable Products Series Fund, Inc. 8,611.00 2,500,000
Sanford C. Bernstein Fund, Inc.
California Municipal Portfolio 4,305.50 1,250,000
Diversified Municipal Portfolio 8,611.00 2,500,000
Emerging Markets Portfolio 4,305.50 1,250,000
Intermediate Duration Portfolio 8,611.00 2,500,000
International Portfolio 5,166.60 1,500,000
New York Municipal Portfolio 5,166.60 1,500,000
Short Duration California Municipal Portfolio 1,377.76 400,000
Short Duration Diversified Municipal Portfolio 2,583.30 750,000
Short Duration New York Municipal Portfolio 1,808.31 525,000
Short Duration Plus Portfolio 3,099.96 900,000
Tax-Managed International Portfolio 8,611.00 2,500,000
U.S. Government Short Duration Portfolio 1,377.76 400,000
Overlay A Portfolio 5,166.60 1,500,000
Overlay B Portfolio 4,305.50 1,250,000
Tax-Aware Overlay A Portfolio 7,922.12 2,300,000
Tax-Aware Overlay B Portfolio 5,166.60 1,500,000
Tax-Aware Overlay C Portfolio 3,444.40 1,000,000
Tax-Aware Overlay N Portfolio 2,583.30 750,000
Sanford C. Bernstein Fund II, Inc. 3,444.40 1,000,000
The AllianceBernstein Pooling Portfolios 8,611.00 2,500,000
The AllianceBernstein Portfolios 8,611.00 2,500,000
Totals $250,408.00 $72,700,000
EXHIBIT C-1
CERTIFICATE OF ASSISTANT SECRETARY
THE ALLIANCEBERNSTEIN FUNDS*
Regarding Fidelity Bond
The undersigned, being duly elected and qualified Assistant Secretary of
the Funds listed on Schedule A (attached hereto), hereby certifies that attached
hereto is a true and complete copy of the resolutions that were approved in
substantially the same form by the Board of Directors/Trustees of the Funds at a
meeting held on May 7, 2014, at which a quorum was present and voted in favor
thereof, and that said resolutions have not been revoked or amended and are now
in full force and effect.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as
Assistant Secretary of the above-referenced Funds on this 23rd day of May, 2014.
/s/
------------------------
Stephen J. Laffey
Assistant Secretary
RESOLVED, that the Board of Directors/Trustees
hereby determines that participation by the Funds in a
joint fidelity bond underwritten by National Union Fire
Insurance Co. of Pittsburgh, PA, U.S. Specialty Insurance
Company, Continental Insurance Company, Berkley Regional
Insurance Company, Liberty Mutual Insurance Company and
Everest Reinsurance Company covering officers and
employees of each Fund (and employees of service providers
to each Fund if and to the extent such persons are
included in the definition of "Employee" in the joint
fidelity bond) in accordance with the requirements of Rule
17g-1 promulgated by the Securities and Exchange
Commission under Section 17(g) of the Investment Company
Act of 1940, as amended (the "Act") in the amount of
approximately $72,700,000 is reasonable in form and
amount, after having given due consideration to the value
of the aggregate assets of the Funds to which any such
covered person may have access, the type and terms of the
arrangements made for the custody and safekeeping of such
assets and the nature of the securities in the Funds'
portfolios;
RESOLVED, that the Board of Directors/Trustees,
including a majority of the disinterested
Directors/Trustees, hereby approves, ratifies and
authorizes the payment by the Treasurer of the Funds of an
amount approximately equal to _____*_____ representing the
portion of 2014 annual premium on such joint insured
fidelity bond allocable to each Fund based on its coverage
under such bond after giving due consideration to all
relevant factors, including the number of other parties
named as the insured, the nature of the business
activities of such other parties, the $72,700,000
aggregate amount of coverage under the joint insured bond,
the aggregate 2014 annual cost of such bond of $250,408,
the ratable allocation of the cost among all parties named
as insureds and the extent to which the share of the cost
allocated to each Fund is less than the cost such Fund
would have to pay if it maintained a single insured bond
with an aggregate limit equal to that of the joint bond;
RESOLVED, that the Board of Directors/Trustees,
including a majority of the disinterested
Directors/Trustees, hereby confirms, ratifies and approves
in all respects the execution by the appropriate officers
of the Funds of an agreement among each Fund and all of
the other named insureds under the joint fidelity bond,
which agreement provides that in the event recovery is
received under the bond as a result of a loss sustained by
a Fund and one or more named insureds, such Fund shall
receive an equitable and proportionate share of the
recovery, but at least equal to the amount which it would
have received had it maintained a single insured bond with
the minimum coverage required by paragraph (d)(1) of Rule
17g-1 promulgated under the Act; and
RESOLVED, that the Secretary and each Assistant
Secretary of the Funds are hereby designated to make all
filings with the Securities and Exchange Commission and to
give all notices on behalf of the Funds required by
paragraph (g) of Rule 17g-1 promulgated under the
Investment Company Act of 1940.
* See Schedule A
Schedule A -- *
17g-1
AllianceBernstein Funds
-----------------------
AllianceBernstein Blended Style Series, Inc. $4,305.50
AllianceBernstein Bond Fund, Inc. $7,233.24
AllianceBernstein Cap Fund, Inc. $7,922.12
AllianceBernstein Core Opportunities Fund, Inc. $2,066.64
AllianceBernstein Corporate Shares $3,099.96
AllianceBernstein Discovery Growth Fund, Inc. $5,855.48
AllianceBernstein Equity Income Fund, Inc. $3,444.40
AllianceBernstein Exchange Reserves $5,166.60
AllianceBernstein Fixed-Income Shares, Inc. $8,611.00
AllianceBernstein Global Bond Fund, Inc. $7,922.12
AllianceBernstein Global Real Estate Investment Fund, Inc. $2,066.64
AllianceBernstein Global Risk Allocation Fund, Inc. $2,583.30
AllianceBernstein Global Thematic Growth Fund, Inc. $3,444.40
AllianceBernstein Growth and Income Fund, Inc. $7,233.24
AllianceBernstein High Income Fund, Inc. $8,611.00
AllianceBernstein Institutional Funds, Inc. $2,583.30
AllianceBernstein International Growth Fund, Inc. $3,099.96
AllianceBernstein Large Cap Growth Fund, Inc. $5,855.48
AllianceBernstein Municipal Income Fund, Inc. $7,922.12
AllianceBernstein Municipal Income Fund, Inc. II $4,305.50
AllianceBernstein Trust $7,922.12
AllianceBernstein Unconstrained Bond Fund, Inc. $2,583.30
AllianceBernstein Variable Products Series Fund, Inc. $8,611.00
Sanford C. Bernstein Fund II, Inc. $3,444.40
The AllianceBernstein Portfolios $8,611.00
The AllianceBernstein Pooling Portfolios $8,611.00
AllianceBernstein Income Fund, Inc. $7,233.24
AllianceBernstein Global High Income Fund, Inc. $5,166.60
Alliance California Municipal Income Fund, Inc. $2,066.64
Alliance New York Municipal Income Fund, Inc. $1,808.31
AllianceBernstein National Municipal Income Fund, Inc. $3,099.96
EXHIBIT C-2
AllianceBernstein Multi-Manager Alternative Fund
Certificate of Assistant Secretary
I, Eric C. Freed, the undersigned Assistant Secretary of AllianceBernstein
Multi-Manager Alternative Fund (a Delaware statutory trust), DO HEREBY CERTIFY
that the following resolutions were approved by the Board of Trustees of the
Trust at its Regular Meeting held on April 29, 2014:
RESOLVED, that the Board of Trustees hereby determines that participation
by the Trust in a joint fidelity bond with National Union Fire Insurance Co. of
Pittsburgh, PA, U.S. Specialty Insurance Company, Continental Insurance Company,
Berkley Regional Insurance Company, Liberty Mutual Insurance Company and Everest
Reinsurance Company, covering officers and employees of the Trust (and employees
of service providers to the Trust to the extent such persons are included in the
definition of "Employee" in the joint fidelity bond) in accordance with the
requirements of Rule 17g-1 promulgated by the Securities and Exchange Commission
under Section 17(g) of the Investment Company Act of 1940, as amended, in the
amount of $1,250,000 for the Trust is reasonable in form and amount, after
having given due consideration to the value of the aggregate assets of this
Trust to which any such covered person may have access, the type and terms of
the arrangements made for the custody and safekeeping of such assets and the
nature of the securities in the Trust's portfolio;
RESOLVED, that the Board of Trustees, including a majority of the
Non-interested Trustees, hereby approves, ratifies and authorizes the payment by
the Treasurer of the Trust of an amount equal to approximately $4,300
representing the portion of 2014 annual premium on such joint insured fidelity
bond allocable to the Trust based on its coverage under such bond after giving
due consideration to all relevant factors, including the number of other parties
named as the insured, the nature of the business activities of such other
parties, the $72,700,000 aggregate amount of coverage under the joint insured
bond, the aggregate 2014 annual cost of such bond of $250,408, the ratable
allocation of the cost among all parties named as insureds, and the extent to
which the share of the cost allocated to the Trust is less than the cost the
Trust would have to pay if it maintained a single insured bond with an aggregate
limit equal to that of the joint bond;
RESOLVED, that the Board of Trustees, including a majority of the
Non-interested Trustees, hereby confirms, ratifies and approves in all respects
the execution by the appropriate officers of the Trust of an agreement among the
Trust and all of the other named insureds under the joint fidelity bond, which
agreement provides that in the event recovery is received under the bond as a
result of a loss sustained by the Trust and one or more named insureds, the
Trust shall receive an equitable and proportionate share of the recovery, but at
least equal to the amount which it would have received had it maintained a
single insured bond with the minimum coverage required by paragraph (d)(1) of
Rule 17g-1 promulgated under the Investment Company Act of 1940; and
RESOLVED, that the Secretary and Assistant Secretary of the Trust are
hereby designated to make all filings with the Securities and Exchange
Commission and to give all notices on behalf of the Trust required by paragraph
(g) of Rule 17g-1 promulgated under the Investment Company Act of 1940.
IN WITNESS WHEREOF, I have executed this Certificate this 13th day of May,
2014.
/s/
-------------------------
Eric C. Freed
Assistant Secretary
EXHIBIT C-3
CERTIFICATE OF SECRETARY
SANFORD C. BERNSTEIN FUND, INC.
Regarding Fidelity Bond
The undersigned, being the duly elected and qualified Assistant Secretary
of the above-referenced Fund, hereby certifies that attached hereto is a true
and complete copy of the resolutions that were approved in substantially the
same form by the Board of Directors of the Fund by unanimous written consent
dated May 1, 2014, and that said resolutions have not been revoked or amended
and are now in full force and effect.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as
Secretary of the above-referenced Funds on this 13th day of May, 2014.
/s/
------------------------
Nancy E. Hay
Assistant Secretary
RESOLVED, that the Directors hereby determine that
participation by the Fund in a joint fidelity bond with
National Union Fire Insurance Co. of Pittsburgh, PA, U.S.
Specialty Insurance Company, Continental Insurance
Company, Berkley Regional Insurance Company, Liberty
Mutual Insurance Company and Everest Reinsurance Company,
covering officers and employees of the Fund (and employees
of service providers to the Fund to the extent such
persons are included in the definition of "Employee" in
the joint fidelity bond) in accordance with the
requirements of Rule 17g-1 promulgated by the Securities
and Exchange Commission under Section 17(g) of the
Investment Company Act of 1940, as amended, in the amount
of $24,275,000 for the Fund is reasonable in form and
amount, after having given due consideration to the value
of the aggregate assets of this Fund to which any such
covered person may have access, the type and terms of the
arrangements made for the custody and safekeeping of such
assets and the nature of the securities in the Fund's
portfolio;
RESOLVED, that the Directors hereby approve, ratify
and authorize the payment by the Treasurer of the Fund of
an amount approximately equal to approximately $83,600,
representing the portion of 2014 annual premium on such
joint insured fidelity bond allocable to the Fund based on
its coverage under such bond after giving due
consideration to all relevant factors, including the
number of other parties named as the insured, the nature
of the business activities of such other parties, the
$72,700,000 aggregate amount of coverage under the joint
insured bond, the aggregate 2014 annual cost of such bond
of $250,408, the ratable allocation of the cost among all
parties named as insureds, and the extent to which the
share of the cost allocated to the Fund is less than the
cost the Fund would have to pay if it maintained a single
insured bond with an aggregate limit equal to that of the
joint bond;
RESOLVED, that the Directors hereby confirm, ratify
and approve in all respects the execution by the
appropriate officers of the Fund of an agreement among the
Fund and all of the other named insureds under the joint
fidelity bond, which agreement provides that in the event
recovery is received under the bond as a result of a loss
sustained by the Fund and one or more named insureds, the
Fund shall receive an equitable and proportionate share of
the recovery, but at least equal to the amount which it
would have received had it maintained a single insured
bond with the minimum coverage required by paragraph
(d)(1) of Rule 17g-1 promulgated under the Investment
Company Act of 1940; and
RESOLVED, that the Secretary and Assistant Secretary
of the Fund are hereby designated to make all filings with
the Securities and Exchange Commission and to give all
notices on behalf of the Fund required by paragraph (g) of
Rule 17g-1 promulgated under the Investment Company Act of
1940.