SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. ___)
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/_/ Soliciting Materials Pursuant to Section 240.14a-12
AllianceBernstein Income Fund, Inc.
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[LOGO]
ALLIANCEBERNSTEIN
ALLIANCEBERNSTEIN INCOME FUND, INC.
ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC.
ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC.
ALLIANCE CALIFORNIA MUNICIPAL INCOME FUND, INC.
ALLIANCE NEW YORK MUNICIPAL INCOME FUND, INC.
--------------------------------------------------------------------------------
1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
--------------------------------------------------------------------------------
NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS
MARCH 27, 2013
To the stockholders of AllianceBernstein Income Fund, Inc. ("ABIF"),
AllianceBernstein Global High Income Fund, Inc. ("AGHIF"), AllianceBernstein
National Municipal Income Fund, Inc. ("ANMIF"), Alliance California Municipal
Income Fund, Inc. ("ACMIF") and Alliance New York Municipal Income Fund, Inc.
("ANYMIF"):
Notice is hereby given that a Joint Annual Meeting of Stockholders (the
"Meeting") of ABIF, AGHIF, ANMIF, ACMIF and ANYMIF, each of which is a Maryland
corporation (each, a "Fund" and collectively, the "Funds"), will be held at the
offices of the Funds, 1345 Avenue of the Americas, 41/st/ Floor, New York, New
York 10105, on March 27, 2013 at 3:00 p.m., Eastern Time, for the following
purposes, each of which is more fully described in the accompanying Proxy
Statement dated February 21, 2013:
1. To elect three Directors of each Fund, each such Director to hold office
for a term of three years, as provided herein, and until his successor
is duly elected and qualifies; and
2. To transact such other business as may properly come before the Meeting.
Any stockholder of record of ABIF, AGHIF, ANMIF, ACMIF or ANYMIF at the
close of business on February 12, 2013 is entitled to notice of, and to vote
at, the Meeting or any postponement or adjournment thereof. The enclosed proxy
is being solicited on behalf of the Board of Directors of each Fund.
By Order of the Boards of Directors,
Emilie D. Wrapp
Secretary
New York, New York
February 21, 2013
--------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, SIGN
AND DATE IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF
MAILED IN THE UNITED STATES. YOU MAY ALSO, BY TELEPHONE OR THROUGH THE
INTERNET, AUTHORIZE PROXIES TO CAST YOUR VOTE. TO DO SO, PLEASE FOLLOW THE
INSTRUCTIONS ON THE ENCLOSED PROXY CARD. YOUR VOTE IS VERY IMPORTANT NO MATTER
HOW MANY SHARES YOU OWN. PLEASE COMPLETE, DATE, SIGN AND RETURN YOUR PROXY
PROMPTLY IN ORDER TO SAVE THE FUNDS ANY ADDITIONAL COST OF FURTHER PROXY
SOLICITATION AND IN ORDER FOR THE MEETING TO BE HELD AS SCHEDULED.
--------------------------------------------------------------------------------
AllianceBernstein(R) and the AB Logo are registered trademarks and service
marks used by permission of the owner, AllianceBernstein L.P.
PROXY STATEMENT
ALLIANCEBERNSTEIN INCOME FUND, INC.
ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC.
ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC.
ALLIANCE CALIFORNIA MUNICIPAL INCOME FUND, INC.
ALLIANCE NEW YORK MUNICIPAL INCOME FUND, INC.
1345 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10105
-----------------
JOINT ANNUAL MEETING OF STOCKHOLDERS
MARCH 27, 2013
-----------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the respective Boards of Directors (collectively, the
"Board") of AllianceBernstein Income Fund, Inc. ("ABIF"), AllianceBernstein
Global High Income Fund, Inc. ("AGHIF"), AllianceBernstein National Municipal
Income Fund, Inc. ("ANMIF"), Alliance California Municipal Income Fund, Inc.
("ACMIF") and Alliance New York Municipal Income Fund, Inc. ("ANYMIF"), each of
which is a Maryland corporation (each, a "Fund" and collectively, the "Funds"),
to be voted at a Joint Annual Meeting of Stockholders of the Funds (the
"Meeting"), to be held at the offices of the Funds, 1345 Avenue of the
Americas, New York, New York 10105, on March 27, 2013 at 3:00 p.m., Eastern
Time. The solicitation will be by mail and the cost for each Fund will be borne
by that Fund. The Notice of Meeting, Proxy Statement and Proxy Card are being
mailed to stockholders on or about February 21, 2013.
Any stockholder who owned shares of ABIF, AGHIF, ANMIF, ACMIF and ANYMIF on
February 12, 2013 (the "Record Date") is entitled to notice of, and to vote at,
the Meeting and any postponement or adjournment thereof. Each share is entitled
to one vote.
IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDERS' MEETING TO BE HELD ON WEDNESDAY, MARCH 27, 2013. THE PROXY
STATEMENT IS AVAILABLE ON THE INTERNET AT WWW.ALLIANCEBERNSTEIN.COM/
ABFUNDSPROXY.
1
PROPOSAL ONE
ELECTION OF DIRECTORS
At the Meeting, three Directors of each Fund will be elected to serve for
terms of three years and, in each case, until his or her successor is elected
and qualifies. The affirmative vote of a majority of the votes cast by a Fund's
stockholders is required to elect a Director. It is the intention of the
persons named in the enclosed proxy to nominate and vote in favor of the
election of each of the nominees.
Under the Funds' respective Charters and Bylaws, the Board has been divided
into three classes. For all of the Funds, the terms of Class One Directors will
expire as of the Meeting, the terms of Class Two Directors will expire as of
the annual meeting of stockholders to be held in 2014 and the terms of Class
Three Directors will expire as of the annual meeting of stockholders to be held
in 2015. Upon expiration of the terms of the Directors of each class as set
forth above, the terms of their successors in that class will continue until
the end of their terms and until their successors are duly elected and qualify.
Under this classified Board structure, only those Directors in a single
class are required to be elected at the annual meeting of stockholders. It
would require two years of annual meeting elections to change a majority of the
Board of Directors of a Fund, although Maryland law provides that stockholders
may remove Directors under certain circumstances, even if such Directors are
not then standing for re-election. This classified Board structure, which may
be regarded as an "anti-takeover" provision, may make it more difficult for a
Fund's stockholders to change the majority of Directors of the Fund and, thus,
have the effect of maintaining the continuity of management.
At the Meeting, Michael J. Downey and Nancy P. Jacklin are standing for
election in Class One of each Fund; John H. Dobkin is standing for election in
Class One of ABIF, ACMIF, ANMIF and ANYMIF; and Robert M. Keith is standing for
election in Class One of AGHIF. Each nominee has consented to serve as a
Director. The Board knows of no reason why any of the nominees will be unable
to serve, but in the event any nominee is unable to serve, or for good cause
will not serve, the proxies received indicating a vote in favor of such nominee
will be voted for such substitute nominee as the Board may recommend.
At the Meeting, the holders of each series of preferred stock of ANMIF,
ACMIF and ANYMIF (the "Preferred Stockholders") will have equal voting rights
with the holders of the common stock of ANMIF, ACMIF and ANYMIF (i.e., one vote
per share), respectively, and will vote together with the holders of the common
stock as a single class on proposals that may be properly presented at the
Meeting applicable to their respective Funds, as described below. In addition,
the Preferred Stockholders, voting separately as a class, have the right to
elect two Directors of their Fund ("Preferred Directors"). The Preferred
Directors are John H. Dobkin and Michael J. Downey and each is a member of
Class One of ANMIF, ACMIF and
2
ANYMIF. Accordingly, such Preferred Stockholders will vote on the proposed
election of such Class One Directors at the Meeting.
Certain information concerning the Funds' Directors and the nominees is set
forth below.
NUMBER OF
PORTFOLIOS
IN
YEAR ALLIANCE-
TERM BERNSTEIN
AS A FUND OTHER
DIRECTOR PRINCIPAL OCCUPATION(S) COMPLEX DIRECTORSHIPS
NAME, ADDRESS* WILL YEARS OF DURING PAST 5 YEARS OVERSEEN HELD BY
AND AGE EXPIRE SERVICE** OR LONGER BY DIRECTOR DIRECTOR
----------------------- -------- ----------- ---------------------------- ----------- -------------
INDEPENDENT
DIRECTORS
Chairman of the Board Class AGHIF: 20 Investment Adviser and an 101 None
William H. Foulk, Jr., Two ABIF: 15 Independent Consultant
#,## (Each ANMIF, since prior to 2008.
80 Fund ACMIF and Previously, he was Senior
2014) ANYMIF: 11 Manager of Barrett
Associates, Inc., a
registered investment
adviser. He was formerly
Deputy Comptroller and
Chief Investment Officer
of the State of New York
and, prior thereto, Chief
Investment Officer of the
New York Bank for
Savings. He has served as
a director or trustee of
various AllianceBernstein
Funds since 1983 and has
been Chairman of the
AllianceBernstein Funds
and of the Independent
Directors Committees of
the AllianceBernstein
Funds since 2003.
John H. Dobkin,# Class ABIF: 15 Independent Consultant 101 None
71 One AGHIF: 20 since prior to 2008.
(ABIF, ANMIF, Formerly, President of
ANMIF, ACMIF and Save Venice, Inc.
ACMIF ANYMIF: 11 (preservation organization)
and from 2001-2002; Senior
ANYMIF Adviser from June 1999-
2016)+ June 2000 and President of
Historic Hudson Valley
Class (historic preservation)
Two from December 1989-May
(AGHIF 1999. Previously, Director
2014) of the National Academy
of Design. He has served
as a director or trustee of
various AllianceBernstein
Funds since 1992.
3
NUMBER OF
PORTFOLIOS
IN
YEAR ALLIANCE-
TERM BERNSTEIN
AS A FUND OTHER
DIRECTOR PRINCIPAL OCCUPATION(S) COMPLEX DIRECTORSHIPS
NAME, ADDRESS* WILL YEARS OF DURING PAST 5 YEARS OVERSEEN HELD BY
AND AGE EXPIRE SERVICE** OR LONGER BY DIRECTOR DIRECTOR
-------------------- -------- --------- ----------------------------- ----------- -------------
Michael J. Downey,# Class Each Private Investor since prior 101 Asia Pacific
69 One Fund: 8 to 2008. Formerly, Fund, Inc.
(Each managing partner of and The
Fund Lexington Capital, LLC Merger
2016)+ (investment advisory firm) Fund since
from December 1997- prior to
December 2003. From 2007 and
1987-1993, Chairman and Prospect
CEO of Prudential Mutual Acquisition
Fund Management, Corp.
director of the Prudential (financial
mutual funds, and member services)
of the Executive from 2007-
Committee of Prudential 2009
Securities Inc. He has
served as a director or
trustee of the
AllianceBernstein Funds
since 2005.
D. James Guzy,# Class Each Chairman of the Board of 101 Cirrus
76 Two Fund: 7 PLX Technology (semi- Logic
(Each conductors) and of SRC Corporation
Fund Computers Inc., with (semi-
2014) which he has been conductors)
associated since prior to and PLX
2008. He was a director of Technology
Intel Corporation (semi- (semi-
conductors) from 1969- conductors)
2008, and served as since prior
Chairman of the Finance to 2007 and
Committee for such Intel
company for several years Corporation
until May 2008. He has (semi-
served as a director or conductors)
trustee of one or more of since prior
the AllianceBernstein to 2007-
Funds since 1982. 2008
4
NUMBER OF
PORTFOLIOS
IN
YEAR ALLIANCE-
TERM BERNSTEIN
AS A FUND OTHER
DIRECTOR PRINCIPAL OCCUPATION(S) COMPLEX DIRECTORSHIPS
NAME, ADDRESS* WILL YEARS OF DURING PAST 5 YEARS OVERSEEN HELD BY
AND AGE EXPIRE SERVICE** OR LONGER BY DIRECTOR DIRECTOR
------------------- -------- --------- ----------------------------- ----------- -------------
Nancy P. Jacklin,# Class Each Professorial Lecturer at the 101 None
64 One Fund: 7 Johns Hopkins School of
(Each Advanced International
Fund Studies since 2008.
2016)+ Formerly, U.S. Executive
Director of the
International Monetary
Fund from December
2002-May 2006; Partner,
Clifford Chance from
1992-2002; Sector
Counsel, International
Banking and Finance, and
Associate General
Counsel, Citicorp from
1985-1992; Assistant
General Counsel
(International), Federal
Reserve Board of
Governors from 1982-
1985; and Attorney
Advisor, U.S. Department
of the Treasury from 1973-
1982. Member of the Bar
of the District of Columbia
and New York; member of
the Council on Foreign
Relations. She has served
as a director or trustee of
the AllianceBernstein
Funds since 2006.
5
NUMBER OF
PORTFOLIOS
IN
YEAR ALLIANCE-
TERM BERNSTEIN
AS A FUND OTHER
DIRECTOR PRINCIPAL OCCUPATION(S) COMPLEX DIRECTORSHIPS
NAME, ADDRESS* WILL YEARS OF DURING PAST 5 YEARS OVERSEEN HELD BY
AND AGE EXPIRE SERVICE** OR LONGER BY DIRECTOR DIRECTOR
-------------------------- -------- --------- ----------------------------- ----------- --------------
Garry L. Moody,# Class Each Independent Consultant. 101 None
60 Three Fund: 5 Formerly, Partner, Deloitte
(Each & Touche LLP 1995-2008,
Fund where he held a number of
2015) senior positions, including
Vice Chairman, and U.S.
and Global Investment
Management Practice
Managing Partner;
President, Fidelity
Accounting and Custody
Services Company from
1993-1995; and Partner,
Ernst & Young LLP from
1975-1993, where he also
served as the National
Director of Mutual Fund
Tax Services. He has
served as a director or
trustee, and as Chairman of
the Audit Committees of
the AllianceBernstein
Funds since 2008.
Marshall C. Turner, Jr.,# Class Each Private Investor since prior 101 Xilinx, Inc.
71 Three Fund: 7 to 2008. Interim CEO of (programmable
(Each MEMC Electronic logic semi-
Fund Materials, Inc. (semi- conductors)
2015) conductor and solar cell and MEMC
substrates) from November Electronic
2008-March 2009. He was Materials,
Chairman and CEO of Inc. (semi-
Dupont Photomasks, Inc. conductor
(components of semi- and solar
conductor manufacturing) cell
from 2003-2005, and substrates)
President and CEO from since prior
2005-2006, after the to 2008
company was acquired and
renamed Toppan
Photomasks, Inc. He has
served as a director or
trustee of one or more of
the AllianceBernstein
Funds since 1992.
6
NUMBER OF
PORTFOLIOS
IN
YEAR ALLIANCE-
TERM BERNSTEIN
AS A FUND OTHER
DIRECTOR PRINCIPAL OCCUPATION(S) COMPLEX DIRECTORSHIPS
NAME, ADDRESS* WILL YEARS OF DURING PAST 5 YEARS OVERSEEN HELD BY
AND AGE EXPIRE SERVICE** OR LONGER BY DIRECTOR DIRECTOR
---------------------------- -------- --------- -------------------------------- ----------- -------------
Earl D. Weiner,# Class Each Of Counsel, and Partner 101 None
73 Three Fund: 6 prior to January 2007, of the
(Each law firm Sullivan &
Fund Cromwell LLP and member
2015) of ABA Federal Regulation
of Securities Committee
Task Force to draft editions
of the Fund Director's
Guidebook. He has served
as a director or trustee of the
AllianceBernstein Funds
since 2007 and is Chairman
of the Governance and
Nominating Committees of
the Funds.
INTERESTED
DIRECTOR
Robert M. Keith, ++ Class Each Senior Vice President of 101 None
1345 Avenue of the Americas One Fund: 4 AllianceBernstein L.P. (the
New York, NY 10105 (AGHIF "Adviser") +++ and head of
52 2016)+ AllianceBernstein
Investments, Inc. ("ABI")
Class +++ since July 2008;
Two Director of ABI and
(ABIF, President of the
ANMIF, AllianceBernstein Funds.
ACMIF Previously, he served as
and Executive Managing
ANYMIF Director of ABI from
2014) December 2006-June 2008.
Prior to joining ABI in
2006, he served as
Executive Managing
Director of Bernstein Global
Wealth Management, and
prior thereto, Senior
Managing Director and
Global Head of Client
Service and Sales of the
Adviser's institutional
investment management
business since 2004. Prior
thereto, he served as
Managing Director and
Head of North American
Client Service and Sales in
the Adviser's institutional
investment management
business, with which he has
been associated since prior
to 2004.
7
--------
* The address for each of the Fund's Independent Directors is c/o
AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the
Americas, New York, NY 10105.
** "Years of Service" refers to the total number of years served as a Director.
# Member of the Audit Committee, the Governance and Nominating Committee, and
the Independent Directors Committee for each Fund.
## Member of the Fair Value Pricing Committee for each Fund.
+ If elected at the Meeting.
++ Mr. Keith is an "interested person," as defined in Section 2(a)(19) of the
Investment Company Act of 1940 (the "1940 Act"), of each Fund due to his
position as a Senior Vice President of the Adviser.
+++The Adviser and ABI are affiliates of each Fund.
The dollar range of the Funds' securities beneficially owned by each
Director, and the aggregate dollar range of securities owned in the funds
overseen by the Director within the AllianceBernstein Fund Complex are set
forth below.
AGGREGATE DOLLAR
RANGE OF EQUITY
SECURITIES IN THE
FUNDS OVERSEEN IN THE
DOLLAR RANGE OF EQUITY ALLIANCEBERNSTEIN
SECURITIES IN THE FUNDS FUND COMPLEX AS
AS OF DECEMBER 31, 2012 OF DECEMBER 31, 2012
------------------------ ---------------------
Independent Directors
---------------------
John H. Dobkin ABIF: $10,001-$50,000 Over $100,000
AGHIF: $10,001-$50,000 Over $100,000
Michael J. Downey ABIF: $1-$10,000 Over $100,000
William H. Foulk, Jr. ABIF: $10,001-$50,000 Over $100,000
AGHIF: $10,001-$50,000 Over $100,000
ANMIF: $1-$10,000 Over $100,000
D. James Guzy AGHIF: $10,001-$50,000 Over $100,000
Garry L. Moody ABIF: $10,001-$50,000 Over $100,000
Nancy P. Jacklin ABIF: $50,001-$100,000 Over $100,000
AGHIF: $10,001-$50,000
Marshall C. Turner, Jr. ABIF: Over $100,000 Over $100,000
Earl D. Weiner AGHIF: $10,001-$50,000 Over $100,000
ANYMIF: $1-$10,000 Over $100,000
Interested Director
-------------------
Robert M. Keith None None
The business and affairs of the Funds are managed under the direction of the
Board. Directors who are not "interested persons" of the Funds as defined in
the 1940 Act, are referred to as "Independent Directors," and the Director who
is an "interested person" of the Funds is referred to as an "Interested
Director." Certain information concerning each Director and the Funds'
governance structure is set forth below.
Experience, Skills, Attributes and Qualifications of the Funds' Directors.
The Governance and Nominating Committee of the Board, which is composed of
Independent Directors, reviews the experience, qualifications, attributes and
skills of potential candidates for nomination or election by the Board, and
conducts a
8
similar review in connection with the proposed nomination of current Directors
for re-election by stockholders at any annual or special meeting of
stockholders. In evaluating a candidate for nomination or election as a
Director, the Governance and Nominating Committee takes into account the
contribution that the candidate would be expected to make to the diverse mix of
experience, qualifications, attributes and skills that the Governance and
Nominating Committee believes contributes to good governance for the Fund.
Additional information concerning the Governance and Nominating Committee's
consideration of nominees appears in the description of the Committee below.
The Board believes that, collectively, the Directors have balanced and
diverse experience, qualifications, attributes and skills, which allow the
Board to operate effectively in governing the Funds and protecting the
interests of stockholders. The Board has concluded that, based on each
Director's experience, qualifications, attributes and skills on an individual
basis and in combination with those of the other Directors, each Director is
qualified and should continue to serve as such.
In determining that a particular Director was and continues to be qualified
to serve as a Director, the Board has considered a variety of criteria, none of
which, in isolation, was controlling. In addition, the Board has taken into
account the actual service and commitment of each Director during his or her
tenure (including the Director's commitment and participation in Board and
committee meetings, as well as his or her current and prior leadership of
standing and ad hoc committees) in concluding that each should continue to
serve as a Director. Additional information about the specific experience,
skills, attributes and qualifications of each Director, which in each case led
to the Board's conclusion that the Director should serve (or continue to serve)
as Director, is provided in the table above and in the next paragraph.
Among other attributes and qualifications, common to all Directors are their
ability to review critically, evaluate, question and discuss information
provided to them (including information requested by the Directors); to
interact effectively with the Adviser, other service providers, counsel and the
Funds' independent registered public accounting firm, and to exercise effective
business judgment in the performance of their duties as Directors. In addition
to his or her service as a Director of the Funds and other AllianceBernstein
Funds as noted in the table above: Mr. Dobkin has experience as an executive of
a number of organizations and served as Chairman of the Audit Committee of many
of the AllianceBernstein Funds from 2001 to 2008; Mr. Downey has experience in
the investment advisory business including as Chairman and Chief Executive
Officer of a large fund complex and as director of a number of
non-AllianceBernstein funds and as Chairman of a non-AllianceBernstein
closed-end fund; Mr. Foulk has experience in the investment advisory and
securities businesses, including as Deputy Comptroller and Chief Investment
Officer of the State of New York (where his responsibilities included bond
issuances, cash management and oversight of the New York
9
Common Retirement Fund), has served as Chairman of the AllianceBernstein Funds
and of the Independent Directors Committee since 2003, and is active in a
number of mutual fund related organizations and committees; Mr. Guzy has
experience as a corporate director, including as Chairman of a public company
and as Chairman of the Finance Committee of a large public technology company;
Ms. Jacklin has experience as a financial services regulator, including as U.S.
Executive Director of the International Monetary Fund, which is responsible for
ensuring the stability of the international monetary system, and as a financial
services lawyer in private practice; Mr. Keith has experience as an executive
of the Adviser, with responsibility for, among other things, the
AllianceBernstein Funds; Mr. Moody has experience as a certified public
accountant, including experience as Vice Chairman and U.S. and Global
Investment Management Practice Partner for a major accounting firm, is a member
of the governing council of an organization of independent directors of mutual
funds, and has served as Chairman of the Audit Committee of the
AllianceBernstein Funds since 2008; Mr. Turner has experience as a director
(including Chairman and Chief Executive Officer of a number of companies) and
as a venture capital investor, including serving as general partner of three
institutional venture capital partnerships; and Mr. Weiner has experience as a
securities lawyer whose practice includes representing registered investment
companies and as Chairman, director or trustee of a number of boards, and has
served as Chairman of the Governance and Nominating Committee of the
AllianceBernstein Funds since 2007. The disclosure herein of a Director's
experience, qualifications, attributes and skills does not impose on such
Director any duties, obligations, or liability that are greater than the
duties, obligations and liability imposed on such Director as a member of the
Board and any committee thereof in the absence of such experience,
qualifications, attributes and skills.
Board Structure and Oversight Function. The Board is responsible for
oversight of the Funds. Each Fund has engaged the Adviser to manage the Fund on
a day-to-day basis. The Board is responsible for overseeing the Adviser and the
Funds' other service providers in the operations of each Fund in accordance
with its investment objective and policies, and otherwise in accordance with
the Fund's prospectus, the requirements of the 1940 Act and other applicable
Federal laws, applicable state laws and the Fund's charter and bylaws. The
Board meets in-person at regularly scheduled meetings 8 times throughout the
year. In addition, the Directors may meet in-person or by telephone at special
meetings or on an informal basis at other times. The Independent Directors also
regularly meet without the presence of any representatives of management. As
described below, the Board has established four standing committees - the Audit
Committee, the Governance and Nominating Committee, the Independent Directors
Committee and the Fair Value Pricing Committee - and may establish ad hoc
committees or working groups from time to time to assist the Board in
fulfilling its oversight responsibilities. Each committee is composed
exclusively of Independent Directors. The responsibilities of each committee,
including its oversight responsibilities, are described further
10
below. The Independent Directors have also engaged independent legal counsel,
and may from time to time engage consultants and other advisors, to assist them
in performing their oversight responsibilities.
An Independent Director serves as Chairman of the Board. The Chairman's
duties include setting the agenda for each Board meeting in consultation with
management, presiding at each Board meeting, meeting with management between
Board meetings and facilitating communication and coordination between the
Independent Directors and management. The Directors have determined that the
Board's leadership by an Independent Director and its committees composed
exclusively of Independent Directors is appropriate because they believe this
structure sets the proper tone for the relationships between the Funds, on the
one hand, and the Adviser and other service providers, on the other, and
facilitates the exercise of the Board's independent judgment in evaluating and
managing such relationships. In addition, each Fund is required to have an
Independent Director as Chairman pursuant to certain 2003 regulatory
settlements involving the Adviser.
Risk Oversight. Each Fund is subject to a number of risks, including
investment, compliance and operational risks. Day-to-day risk management of the
Funds resides with the Adviser or other service providers (depending on the
nature of the risk), subject to supervision by the Adviser. The Board has
charged the Adviser and its affiliates with (i) identifying events or
circumstances, the occurrence of which could have demonstrable and material
adverse effects on the Funds; (ii) to the extent appropriate, reasonable or
practicable, implementing processes and controls reasonably designed to lessen
the possibility that such events or circumstances will occur or to mitigate the
effects of such events or circumstances if they do occur; and (iii) creating
and maintaining a system designed to evaluate continuously, and to revise as
appropriate, the processes and controls described in (i) and (ii) above.
Risk oversight forms part of the Board's general oversight of the Funds'
investment programs and operations, and is addressed as part of various regular
Board and committee activities. Each Fund's investment management and business
affairs are carried out by or through the Adviser and other service providers.
Each of these persons has an independent interest in ensuring effective risk
management, but the policies and the methods by which one or more risk
management functions are carried out may differ from the Fund's and each
other's in the setting of priorities, resource availability and/or the
effectiveness of relevant controls. Oversight of risk management is provided by
the Board and the Audit Committee. The Directors regularly receive reports
from, among others, management (including the Global Heads of Investment Risk
and Trading Risk of the Adviser), each Fund's Senior Officer (who is also the
Fund's chief compliance officer), each Fund's independent registered public
accounting firm and counsel, and internal auditors for the Adviser, as
appropriate, regarding risks faced by the Funds and the Adviser's risk
management programs.
11
Not all risks that may affect the Funds can be identified, nor can controls
be developed to eliminate or mitigate their occurrence or effects. It may not
be practical or cost-effective to eliminate or mitigate certain risks,
processes and controls employed to address certain risks may be limited in
their effectiveness, and some risks are simply beyond the reasonable control of
the Funds or the Adviser, its affiliates or other service providers. Moreover,
it is necessary for the Funds to bear certain risks (such as investment-related
risks) to achieve the Funds' goals. As a result of the foregoing and other
factors, the Funds' ability to manage risk is subject to substantial
limitations.
During each Fund's fiscal year ended 2012, the Board of ABIF met 9 times; of
AGHIF, 8 times; and of ANMIF, ACMIF and ANYMIF, 9 times. The Funds do not have
a policy that requires a Director to attend annual meetings of stockholders.
Board Committees. The Board has four standing committees: the Audit
Committee, the Governance and Nominating Committee, the Independent Directors
Committee, and the Fair Value Pricing Committee. The members of the Committees
are identified above in the table listing the Directors.
The function of the Audit Committee is to assist the Board in its oversight
of each Fund's financial reporting process. The members of the Audit Committee
are "independent" as required by applicable listing standards of the New York
Stock Exchange ("NYSE"). During each Fund's fiscal year ended 2012, the Audit
Committee of ABIF met 3 times; of AGHIF, 4 times; of ANMIF, 3 times; of ACMIF,
3 times; and of ANYMIF, 3 times.
The Board has adopted a charter for its Governance and Nominating Committee,
a current copy of which is available at www.alliancebernstein.com (click on
"AllianceBernstein Mutual Fund Investors" then "U.S." then "Explore Our
Products/Closed Ends" then the name of a Fund (e.g., "Alliance New York
Municipal Income Fund") then "Prospectus & Shareholder Resources" then
"Governance and Nominating Committee Charter"). Pursuant to the charter of the
Governance and Nominating Committee, the Committee assists the Board in
carrying out its responsibilities with respect to Fund governance and
identifies, evaluates and selects and nominates candidates for the Board. The
Committee may also set standards or qualifications for Directors and reviews at
least annually the performance of each Director, taking into account factors
such as attendance at meetings, adherence to Board policies, preparation for
and participation at meetings, commitment and contribution to the overall work
of the Board and its committees, and whether there are health or other reasons
that might affect the Director's ability to perform his or her duties. The
Committee may consider candidates as Directors submitted by a Fund's current
Board members, officers, the Adviser, stockholders (subject to the following
paragraph), and other appropriate sources.
The Governance and Nominating Committee will consider candidates submitted
by a stockholder or group of stockholders who have beneficially owned at
12
least 5% of a Fund's outstanding common stock for at least two years prior to
the time of submission and who timely provide specified information about the
candidates, and the nominating stockholder or group. To be timely for
consideration by the Committee, the submission, including all required
information, must be submitted in writing to the attention of the Secretary at
the principal executive offices of the Funds not less than 120 days before the
date of the proxy statement for the previous year's annual meeting of
stockholders. The Committee will consider only one candidate submitted by such
a stockholder or group of stockholders for nomination for election at an annual
meeting of stockholders. The Committee will not consider self-nominated
candidates.
The Governance and Nominating Committee will consider and evaluate
candidates submitted by stockholders on the basis of the same criteria as those
used to consider and evaluate candidates submitted from other sources. These
criteria include the candidate's relevant knowledge, experience and expertise,
the candidate's ability to carry out his or her duties in the best interests of
the Funds, and the candidate's ability to qualify as an Independent Director.
When assessing a candidate for nomination, the Committee considers whether the
individual's background, skills, and experience will complement the background,
skills and experience of other nominees and will contribute to the diversity of
the Board. During each Fund's fiscal year ended 2012, the Governance and
Nominating Committee met 3 times.
The function of the Independent Directors Committee is to consider and take
action on matters that the Committee or the Board believes should be addressed
in executive session of the Independent Directors, such as review and approval
of the Advisory and Shareholder Inquiry Agency Agreements. During each Fund's
fiscal year ended 2012, the Independent Directors Committee of ABIF met 8
times; of AGHIF, 7 times; and of ANMIF, ACMIF and ANYMIF, 7 times. The
Independent Directors meet in executive session without representation of
management present at every Board meeting. In the fiscal year ended 2012, the
approval of the Advisory and Shareholder Inquiry Agreements was considered at
two such executive sessions.
The function of the Fair Value Pricing Committee is to consider, in advance
if possible, any fair valuation decision of the Adviser's Valuation Committee
relating to a security held by a Fund made under unique or highly unusual
circumstances not previously addressed by the Adviser's Valuation Committee
that would result in a change in the Fund's net asset value by more than $0.01
per share. The Fair Value Pricing Committee did not meet during the Funds' most
recently completed fiscal years.
The Board has adopted a process for stockholders to send communications to
the Board. To communicate with the Board or an individual Director of a Fund, a
stockholder must send a written communication to the Fund's principal office at
the address listed in the Notice of Joint Annual Meeting of Stockholders
accompanying this Proxy Statement, addressed to the Board or the individual
Director. All stockholder
13
communications received in accordance with this process will be forwarded to
the Board or the individual Director to whom or to which the communication is
addressed.
Board Compensation. None of the Funds pays any fees to, or reimburses
expenses of, any Director during a time when the Director is considered an
"interested person" of the Fund. Information concerning the aggregate
compensation paid by the Funds to the Directors during each Fund's fiscal year
ended 2012; the aggregate compensation paid to the Directors during calendar
year 2012 by all of the investment companies overseen by the Director within
the AllianceBernstein Fund Complex; the total number of investment companies in
the AllianceBernstein Fund Complex for which each Director serves as a director
or trustee; and the number of investment portfolios for which each Director
serves as a director or trustee, is set forth below. Neither the Funds nor any
other investment company in the AllianceBernstein Fund Complex provides
compensation in the form of pension or retirement benefits to any of its
directors or trustees.
NUMBER OF
NUMBER OF INVESTMENT
INVESTMENT PORTFOLIOS
COMPANIES IN THE WITHIN THE
ALLIANCEBERNSTEIN ALLIANCEBERNSTEIN
COMPENSATION FUND COMPLEX, FUND COMPLEX,
FROM THE INCLUDING THE INCLUDING THE
COMPENSATION ALLIANCEBERNSTEIN FUNDS, AS TO FUNDS, AS TO
FROM THE FUND COMPLEX, WHICH THE WHICH THE
FUNDS DURING INCLUDING THE DIRECTOR IS A DIRECTOR IS A
THEIR FISCAL YEARS FUNDS, DURING DIRECTOR OR DIRECTOR OR
NAME OF DIRECTOR ENDED 2012 2012 TRUSTEE TRUSTEE
---------------------- ------------------ ----------------- ----------------- -----------------
Independent Directors
---------------------
John H. Dobkin $ 6,224 ABIF $252,000 31 101
$ 5,992 AGHIF
$ 6,185 ANMIF
$ 6,185 ACMIF
$ 6,185 ANYMIF
Michael J. Downey $ 6,224 ABIF $252,000 31 101
$ 5,992 AGHIF
$ 6,185 ANMIF
$ 6,185 ACMIF
$ 6,185 ANYMIF
William H. Foulk, Jr. $11,780 ABIF $477,000 31 101
$ 9,920 AGHIF
$11,708 ANMIF
$11,708 ACMIF
$11,708 ANYMIF
D. James Guzy $ 6,224 ABIF $252,000 31 101
$ 5,992 AGHIF
$ 6,185 ANMIF
$ 6,185 ACMIF
$ 6,185 ANYMIF
Nancy P. Jacklin $ 6,224 ABIF $252,000 31 101
$ 5,992 AGHIF
$ 6,185 ANMIF
$ 6,185 ACMIF
$ 6,185 ANYMIF
14
NUMBER OF
NUMBER OF INVESTMENT
INVESTMENT PORTFOLIOS
COMPANIES IN THE WITHIN THE
ALLIANCEBERNSTEIN ALLIANCEBERNSTEIN
COMPENSATION FUND COMPLEX, FUND COMPLEX,
FROM THE INCLUDING THE INCLUDING THE
COMPENSATION ALLIANCEBERNSTEIN FUNDS, AS TO FUNDS, AS TO
FROM THE FUND COMPLEX, WHICH THE WHICH THE
FUNDS DURING INCLUDING THE DIRECTOR IS A DIRECTOR IS A
THEIR FISCAL YEARS FUNDS, DURING DIRECTOR OR DIRECTOR OR
NAME OF DIRECTOR ENDED 2012 2012 TRUSTEE TRUSTEE
------------------------ ------------------ ----------------- ----------------- -----------------
Garry L. Moody $6,915 ABIF $280,000 31 101
$6,654 AGHIF
$6,873 ANMIF
$6,873 ACMIF
$6,873 ANYMIF
Marshall C. Turner, Jr. $6,224 ABIF $252,000 31 101
$5,992 AGHIF
$6,185 ANMIF
$6,185 ACMIF
$6,185 ANYMIF
Earl D. Weiner $6,668 ABIF $270,000 31 101
$6,416 AGHIF
$6,627 ANMIF
$6,627 ACMIF
$6,627 ANYMIF
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR EACH OF THE
NOMINEES TO SERVE AS A DIRECTOR OF THE APPLICABLE FUND. FOR EACH FUND, APPROVAL
OF PROPOSAL ONE REQUIRES THE AFFIRMATIVE VOTE OF A MAJORITY OF THE VOTES
ENTITLED TO BE CAST.
PROXY VOTING AND STOCKHOLDER MEETING
All properly executed and timely received proxies will be voted at the
Meeting in accordance with the instructions marked thereon or as otherwise
provided therein. Accordingly, unless instructions to the contrary are marked
on the proxies, the votes will be cast for the election of the nominees as
Directors for each Fund. If no specification is made on a properly executed
proxy, it will be voted for the matters specified on the Proxy Card. Any
stockholder may revoke that stockholder's proxy at any time prior to exercise
thereof by (i) giving written notice to the Secretary of the Funds at 1345
Avenue of the Americas, New York, New York 10105, (ii) signing and delivering
to the Secretary another proxy of a later date, or (iii) voting in person at
the Meeting.
Properly executed proxies may be returned with instructions to abstain from
voting or to withhold authority to vote (an "abstention"). For each Fund, the
approval of Proposal One requires an affirmative vote of the holders of a
majority of the votes entitled to be cast. An abstention will be considered
present for purposes of determining the existence of a quorum but will have the
effect of a vote against Proposal One. If any proposal, other than Proposal
One, properly comes
15
before the Meeting, shares represented by proxies will be voted on all such
proposals in the discretion of the person or persons holding the proxies. The
Funds have not received notice of, and are not otherwise aware of, any other
matter to be presented at the Meeting.
For each Fund, a quorum for the Meeting will consist of the presence in
person or by proxy of the holders of a majority of the total outstanding shares
of common stock, and preferred stock, if any, of the Fund. In the event that
(i) a quorum is not present at the Meeting for a Fund; or (ii) a quorum is
present but sufficient votes in favor of the position recommended by the Board
for Proposal One (as described in the Proxy Statement) have not been timely
received, the Chairman of the Board may authorize, or the persons named as
proxies may propose and vote for, one or more adjournments of the Meeting up to
120 days after the Record Date for that Fund, with no other notice than an
announcement at the Meeting, in order to permit further solicitation of
proxies. Shares represented by proxies indicating a vote contrary to the
position recommended by the Board for Proposal One will be voted against
adjournment of the Meeting.
The Meeting is scheduled as a joint meeting of the stockholders of the
Funds, because the stockholders of all the Funds are to consider and vote on
the election of Directors. Stockholders of each Fund will vote separately on
the election of Directors for that Fund and on any other matter that may
properly come before the Meeting for such Fund. An unfavorable vote by the
stockholders of one Fund will not affect the vote on the election of Directors
or on any other matter by the stockholders of another Fund. As described above,
Preferred Stockholders will have equal voting rights with the holders of the
common stock of ANMIF, ACMIF and ANYMIF, respectively, and will vote together
with the holders of the common stock as a single class on proposals that may be
properly presented at the Meeting applicable to their respective Funds. In
addition, the Preferred Stockholders, voting separately as a class, have the
right to elect two Preferred Directors.
Each Fund has engaged Boston Financial Data Services ("BFDS"), 30 Dan Road -
Second Floor, Canton, MA 02021, to assist in soliciting proxies for the
Meeting. BFDS will receive a total fee of approximately $2,500 for its
services, to be divided equally among the Funds ($500 per Fund).
16
OTHER INFORMATION
OFFICERS OF THE FUNDS
---------------------
Certain information concerning the Funds' officers is set forth below. Each
officer is elected annually by the Board and serves a one-year term until his
or her successor is duly elected and qualifies.
POSITION(S) (MONTH AND YEAR PRINCIPAL OCCUPATION DURING
NAME, ADDRESS* AND AGE FIRST ELECTED) PAST 5 YEARS (OR LONGER)
---------------------- -------------------------------- ---------------------------------
Robert M. Keith, President and Chief Executive See biography above.
52 Officer, all Funds (09/08)
Philip L. Kirstein, Senior Vice President and Senior Vice President and
67 Independent Compliance Officer, Independent Compliance
all Funds (10/04) Officer of the AllianceBernstein
Mutual Funds, with which he
has been associated since
October 2004. Prior thereto, he
was Of Counsel to Kirkpatrick
& Lockhart, LLP from October
2003-October 2004, and
General Counsel of Merrill
Lynch Investment Managers,
L.P. since prior to March 2003.
Robert (Guy) B. Davidson III, Senior Vice President, Senior Vice President of the
51 ANMIF (4/02) Adviser**, with which he has
ACMIF (4/02) been associated since prior to
ANYMIF (4/02) 2008.
Douglas J. Peebles, Senior Vice President, Senior Vice President of the
47 ANMIF (6/04) Adviser**, with which he has
ACMIF (6/04) been associated since prior to
ANYMIF (6/04) 2008.
Vice President,
ABIF (8/02)
Michael G. Brooks, Vice President, Senior Vice President of the
64 ANMIF (10/05) Adviser**, with which he has
ACMIF (10/05) been associated since prior to
ANYMIF (10/05) 2008.
Fred S. Cohen, Vice President, Senior Vice President of the
54 ACMIF (10/05) Adviser**, with which he has
ANMIF (10/05) been associated since prior to
ANYMIF (10/05) 2008.
Paul J. DeNoon, Vice President, Senior Vice President of the
50 ABIF (3/93) Adviser**, with which he has
AGHIF (4/94) been associated since prior to
2008.
17
POSITION(S) (MONTH AND YEAR PRINCIPAL OCCUPATION DURING
NAME, ADDRESS* AND AGE FIRST ELECTED) PAST 5 YEARS (OR LONGER)
---------------------- ------------------------------ ---------------------------------
Gershon M. Distenfeld, Vice President, Senior Vice President of the
37 ABIF (3/06) Adviser**, with which he has
been associated since prior to
2008.
Terrance T. Hults, Vice President, Senior Vice President of the
46 ANMIF (12/01) Adviser**, with which he has
ACMIF (12/01) been associated since prior to
ANYMIF (12/01) 2008.
Michael L. Mon, Vice President, Vice President of the
43 ABIF (4/00) Adviser**, with which he has
been associated since prior to
2008.
Marco G. Santamaria, Vice President, Vice President of the
46 AGHIF (9/10) Adviser**, with which he has
been associated since June
2010. Prior thereto, he was a
founding partner at Global
Securities Advisors, an
emerging market-oriented
fixed-income hedge fund since
prior to 2008.
Matthew S. Sheridan, Vice President, Vice President of the
37 ABIF (11/08) Adviser**, with which he has
been associated since prior to
2008.
Joseph J. Mantineo, Treasurer and Chief Financial Senior Vice President of
53 Officer, all Funds (8/06) AllianceBernstein Investor
Services, Inc. ("ABIS")**, with
which he has been associated
since prior to 2008.
Phyllis J. Clarke, Controller, Vice President of ABIS**, with
52 ABIF (11/08) which she has been associated
ANMIF (5/09) since prior to 2008.
ACMIF (5/09)
ANYMIF (5/09)
Stephen Woetzel, Controller, Vice President of ABIS**, with
41 AGHIF (5/09) which he has been associated
since prior to 2008.
Emilie D. Wrapp, Secretary, Senior Vice President, Assistant
57 all Funds (10/05) General Counsel and Assistant
Secretary of ABI**, with which
she has been associated since
prior to 2008.
--------
* The address for the Funds' officers is 1345 Avenue of the Americas, New
York, New York 10105.
** An affiliate of each of the Funds.
18
STOCK OWNERSHIP
---------------
The outstanding voting shares of ABIF, AGHIF, ANMIF, ACMIF and ANYMIF as of
the Record Date consisted of 242,911,697 shares of common stock of ABIF;
86,072,694 shares of common stock of AGHIF; 28,736,928 shares of common stock
and 2,677 shares of each of Auction Preferred Shares, Series M, Series W and
Series TH and 1,658 shares of Series T of ANMIF; 8,553,536 shares of common
stock and 1,451 shares of each of Auction Preferred Shares, Series M and Series
T of ACMIF; and 4,836,261 shares of common stock and 816 shares of each of
Auction Preferred Shares, Series M and Series T of ANYMIF.
As of February 12, 2013, the Directors and officers of each Fund, both
individually and as a group, owned less than 1% of the shares of any Fund.
During each Fund's most recently completed fiscal year, the Fund's Directors as
a group did not engage in the purchase or sale of more than 1% of any class of
securities of the Adviser or of any of its parents or subsidiaries.
AUDIT COMMITTEE REPORT
----------------------
The following Audit Committee Report was adopted by the Audit Committee for
each Fund.
The Audit Committee operates pursuant to a written charter, a copy of which
may be found on the Adviser's website at www.alliancebernstein.com (click on
"AllianceBernstein Mutual Fund Investors," then "U.S." then "Products &
Performance/Closed-End Funds" then the name of a Fund (e.g., "Alliance New York
Municipal Income Fund") then "Prospectus & Shareholder Resources" then
"Closed-End Funds Audit Committee Charter"). The purposes of the Audit
Committee are to (1) assist the Board in its oversight of the accounting and
financial reporting policies and practices of the Fund, including (i) the
quality and integrity of the Fund's financial statements and the independent
audit thereof; (ii) the Fund's compliance with legal and regulatory
requirements, particularly those that relate to the Fund's accounting,
financial reporting, internal controls over financial reporting, and
independent audits; (iii) the retention, independence, qualifications and
performance of the independent registered public accounting firm; (iv) meeting
with representatives of the internal audit department of the Adviser regarding
such department's activities relating to the Fund; and (v) the Fund's
compliance with applicable laws by receiving reports from counsel who believe
there is credible evidence of a material violation of law by the Fund or by
someone owing a fiduciary or other duty to the Fund; and (2) to prepare this
report. As set forth in the Audit Committee Charter, management of the Fund is
responsible for the preparation, presentation and integrity of the Fund's
financial statements, the Fund's accounting and financial reporting principles
and internal controls and procedures designed to assure compliance with
accounting standards and applicable laws and
19
regulations. The independent registered public accounting firm is responsible
for auditing the Fund's financial statements and expressing an opinion as to
their conformity with U.S. generally accepted accounting principles.
In the performance of its oversight function, the Audit Committee has
considered and discussed the audited financial statements with management and
the independent registered public accounting firm of the Fund. The Audit
Committee has also discussed with the independent registered public accounting
firm the matters required to be discussed by Statement on Auditing Standards
No. 114, Auditors Communication with those Charged with Governance, and other
professional standards, as currently in effect. The Audit Committee has also
considered whether the provision of any non-audit services not pre-approved by
the Audit Committee provided by the Fund's independent registered public
accounting firm to the Adviser and to any entity controlling, controlled by or
under common control with the Adviser that provides ongoing services to the
Fund is compatible with maintaining the independent registered public
accounting firm's independence. Finally, the Audit Committee has received the
written disclosures and the letter from the independent registered public
accounting firm required by Public Company Accounting Oversight Board Rule
3526, Communications with Audit Committees Concerning Independence, as
currently in effect, and has discussed the independent registered public
accounting firm's independence with such firm.
The members of the Fund's Audit Committee are not full-time employees of the
Fund and are not performing the functions of auditors or accountants. As such,
it is not the duty or responsibility of the Audit Committee or its members to
conduct "field work" or other types of auditing or accounting reviews or
procedures or to set auditor independence standards. Members of the Audit
Committee necessarily rely on the information provided to them by management
and the independent registered public accounting firm. Accordingly, the Audit
Committee's considerations and discussions referred to above do not assure that
the audit of the Fund's financial statements has been carried out in accordance
with generally accepted auditing standards, that the financial statements are
presented in accordance with U.S. generally accepted accounting principles or
that the Fund's independent registered public accounting firm is in fact
"independent".
Based upon the reports and discussions described in this report, and subject
to the limitations on the role and responsibilities of the Audit Committee
referred to above and in the Audit Committee Charter, the Audit Committee
recommended to the Board that the audited financial statements of the Fund be
included in the Fund's annual report to stockholders for the most recent fiscal
year.
Submitted by the Audit Committee of each Fund's Board of Directors:
John H. Dobkin Nancy P. Jacklin
Michael J. Downey Garry L. Moody
William H. Foulk, Jr. Marshall C. Turner, Jr.
D. James Guzy Earl D. Weiner
20
APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS BY THE BOARD
-----------------------------------------------------------------------
The Audit Committee is responsible for the appointment, compensation,
retention and oversight of the work of the Funds' independent registered public
accounting firm. In addition, on the dates specified below, the Board approved
the selection of the Funds' independent registered public accounting firm as
required by, and in accordance with the 1940 Act. At meetings held on
January 31 - February 2, 2012 (AGHIF) and November 6-8, 2012 (ABIF, ANMIF,
ACMIF and ANYMIF), the Board approved by the vote, cast in person, of a
majority of the Directors of each Fund, including a majority of the Directors
who are not "interested persons" of each Fund, the selection of Ernst & Young
LLP as the independent registered public accounting firm to audit, regarding
each Fund, the accounts for the fiscal year ending, as applicable, March 31,
2013 (AGHIF); October 31, 2013 (ANMIF, ACMIF and ANYMIF) and December 31, 2013
(ABIF).
Ernst & Young LLP has audited the accounts of ABIF, AGHIF, ANMIF, ACMIF and
ANYMIF since the respective dates of the commencement of each of the Fund's
operations, and has represented that it does not have any direct financial
interest or any material indirect financial interest in any of the Funds.
Representatives of Ernst & Young LLP are expected to attend the Meeting, to
have the opportunity to make a statement and to respond to appropriate
questions from the stockholders.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S FEES
----------------------------------------------------
The following table sets forth the aggregate fees billed by the independent
registered public accounting firm for each Fund's last two fiscal years for
professional services rendered for: (i) the audit of the Fund's annual
financial statements included in the Fund's annual report to stockholders;
(ii) assurance and related services that are reasonably related to the
performance of the audit of the Fund's financial statements and are not
reported under (i), which include advice and education on accounting and
auditing issues, quarterly press release reviews and preferred stock
maintenance testing (for those Funds that issue preferred stock); (iii) tax
compliance, tax advice and tax return preparation; and (iv) aggregate non-audit
services provided to the Fund, the Fund's Adviser and entities that control,
are controlled by or under common control with the Adviser that provide ongoing
services to the Fund ("Service Affiliates"). No other services were provided by
the independent registered public accounting firm to any Fund during this
period.
ALL FEES FOR
NON-AUDIT
ALL OTHER SERVICES
FEES FOR PROVIDED TO
SERVICES THE FUND,
PROVIDED THE ADVISER
AUDIT TO THE AND SERVICE
AUDIT FEES RELATED FEES TAX FEES FUND AFFILIATES*
---------- ------------ -------- --------- ------------
AllianceBernstein 2011 $57,500 $8,128 $18,426 $0 $707,390
Income Fund, Inc. 2012 $57,500 $10,326 $27,750 $0 $735,121
21
ALL FEES FOR
NON-AUDIT
ALL OTHER SERVICES
FEES FOR PROVIDED TO
SERVICES THE FUND,
PROVIDED THE ADVISER
AUDIT TO THE AND SERVICE
AUDIT FEES RELATED FEES TAX FEES FUND AFFILIATES*
---------- ------------ -------- --------- ------------
AllianceBernstein Global 2011 $57,500 $8,000 $16,971 $0 $588,417
High Income Fund, Inc. 2012 $57,500 $8,000 $17,891 $0 $728,038
AllianceBernstein
National Municipal 2011 $32,500 $8,295 $12,467 $0 $696,428
Income Fund, Inc. 2012 $32,500 $8,326 $12,967 $0 $720,058
Alliance California Municipal 2011 $32,500 $8,295 $12,467 $0 $696,428
Income Fund, Inc. 2012 $32,500 $8,326 $12,967 $0 $720,058
Alliance New York
Municipal Income 2011 $32,500 $8,295 $12,467 $0 $696,428
Fund, Inc. 2012 $32,500 $8,326 $12,967 $0 $720,058
--------
* The fees vary because they are presented based on each Fund's last two
fiscal years and reflect fees for non-audit services for different periods.
Beginning with audit and non-audit service contracts entered into on or
after May 6, 2003, the Funds' Audit Committee policies and procedures require
the pre-approval of all audit and non-audit services provided to a Fund by the
Fund's independent registered public accounting firm. A Fund's Audit Committee
policies and procedures also require pre-approval of all audit and non-audit
services provided to the Adviser and any Service Affiliates to the extent that
these services are directly related to the operations or financial reporting of
the Fund. Accordingly, all of the amounts in the table for Audit Fees,
Audit-Related Fees and Tax Fees for 2012 are for services pre-approved by each
Fund's Audit Committee. The amounts of the Fees for Non-Audit Services provided
to the Fund, the Adviser and Service Affiliates in the table for each Fund that
were subject to pre-approval by the Audit Committee for 2012 were ABIF, $38,076
(comprising $10,326 of audit related fees and $27,750 of tax fees); AGHIF,
$25,891 (comprising $8,000 of audit related fees and $17,891 of tax fees);
ANMIF, $21,293 (comprising $8,326 of audit related fees and $12,967 of tax
fees); ACMIF, $21,293 (comprising $8,326 of audit related fees and $12,967 of
tax fees); and ANYMIF, $21,293 (comprising $8,326 of audit related fees and
$12,967 of tax fees). The Audit Committee has considered whether the provision,
to the Adviser and/or any Service Affiliate by the Funds' independent
registered public accounting firm, of any non-audit services that were not
pre-approved by the Audit Committee is compatible with maintaining the
independent registered public accounting firm's independence.
22
INFORMATION AS TO THE INVESTMENT ADVISER AND THE ADMINISTRATOR OF THE FUNDS
Each Fund's investment adviser is AllianceBernstein L.P., 1345 Avenue of the
Americas, New York, New York 10105. The administrator for each of the Funds is
the Adviser.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
None of the Funds is aware of an untimely filing of a statement of initial
beneficial ownership interest by any person subject to Section 16 under the
Exchange Act during the Fund's fiscal year ended 2012.
OTHER MATTERS
Management of each Fund does not know of any matters properly to be
presented at the Meeting other than those mentioned in this Proxy Statement. If
any other matters properly come before the Meeting, the shares represented by
proxies will be voted with respect thereto in the discretion of the person or
persons voting the proxies. As of February 12, 2013, the following shareholders
held more than 5% of the specified Fund's shares:
NUMBER
FUND SHAREHOLDER (ADDRESS) CLASS OF SHARES OF SHARES PERCENTAGE
---- ----------------------------------------- --------------- --------- ----------
ANMIF First Trust Portfolios L.P., First Trust common stock 5,448,863 18.99%
Advisors L.P. and The Charger
Corporation (120 East Liberty Drive,
Suite 400, Wheaton, Illinois 60187)
ANMIF Citigroup Global Markets Inc., auction rate 2,957 30.50%
Citigroup Financial Products Inc., preferred
Citigroup Global Markets Holdings stock
Inc. (388 Greenwich Street, New
York, New York 10013) and Citigroup
Inc. (399 Park Avenue, New York,
New York 10043)
ANMIF UBS AG on behalf of UBS Securities auction rate 1,049 10.83%
LLC and UBS Financial Services Inc. preferred
(Bahnhofstrasse 45, P.O. Box CH- stock
8021, Zurich, Switzerland)
23
NUMBER
FUND SHAREHOLDER (ADDRESS) CLASS OF SHARES OF SHARES PERCENTAGE
---- ------------------------------------- --------------- --------- ----------
ANMIF Bank of America Corp. (Bank of auction rate 1,770 18.30%
America Corporate Center, 100 preferred
North Tryon Street, Charlotte, North stock
Carolina 28255), Bank of America
N.A. (101 South Tryon Street,
Charlotte, North Carolina 28255)
and Blue Ridge Investments, L.L.C.
(214 North Tryon Street, Charlotte,
North Carolina 28255)
ACMIF First Trust Portfolios L.P., First common 1,612,738 18.89%
Trust Advisors L.P. and The Charger stock
Corporation (120 East Liberty Drive,
Suite 400, Wheaton, Illinois 60187)
ACMIF Citigroup Global Markets Inc., auction rate 1,456 50.20%
Citigroup Financial Products Inc., preferred
Citigroup Global Markets Holdings stock
Inc. (388 Greenwich Street, New
York, New York 10013) and
Citigroup Inc. (399 Park Avenue,
New York, New York 10043)
ACMIF UBS AG on behalf of UBS auction rate 350 12.06%
Securities LLC and UBS Financial preferred
Services Inc. (Bahnhofstrasse 45, stock
P.O. Box CH-8021, Zurich,
Switzerland)
ACMIF Bank of America Corp. (Bank of auction rate 834 28.70%
America Corporate Center, 100 preferred
North Tryon Street, Charlotte, North stock
Carolina 28255), Bank of America
N.A. (101 South Tryon Street,
Charlotte, North Carolina 28255)
and Blue Ridge Investments, L.L.C.
(214 North Tryon Street, Charlotte,
North Carolina 28255)
ANYMIF First Trust Portfolios L.P., First common 515,054 10.67%
Trust Advisors L.P. and The Charger stock
Corporation (120 East Liberty Drive,
Suite 400, Wheaton, Illinois 60187)
ANYMIF Citigroup Global Markets Inc., auction rate 848 52.0%
Citigroup Financial Products Inc., preferred
Citigroup Global Markets Holdings stock
Inc. (388 Greenwich Street, New
York, New York 10013) and
Citigroup Inc. (399 Park Avenue,
New York, New York 10043)
24
NUMBER
FUND SHAREHOLDER (ADDRESS) CLASS OF SHARES OF SHARES PERCENTAGE
---- ------------------------------------- --------------- --------- ----------
ANYMIF UBS AG on behalf of UBS Securities auction rate 97 5.94%
LLC and UBS Financial Services Inc. preferred
(Bahnhofstrasse 45, P.O. Box CH- stock
8021, Zurich, Switzerland)
ANYMIF Bank of America Corp. (Bank of auction rate 589 36.10%
America Corporate Center, 100 North preferred
Tryon Street, Charlotte, North stock
Carolina 28255) and Blue Ridge
Investments, L.L.C. (214 North Tryon
Street, Charlotte, North Carolina
28255)
SUBMISSION OF PROPOSALS FOR THE NEXT ANNUAL MEETING OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the next annual
meeting of stockholders of a Fund must be received by the Fund by October 24,
2013 for inclusion in the Fund's proxy statement and proxy card relating to
that meeting. The submission by a stockholder of a proposal for inclusion in
the proxy statement does not guarantee that it will be included. In addition,
stockholder proposals are subject to certain requirements under the federal
securities laws and the Maryland General Corporation Law and must be submitted
in accordance with each Fund's Bylaws. To be presented at the 2014 Annual
Meeting of Stockholders, a stockholder proposal that is not otherwise
includable in the Proxy Statement for the 2013 Annual Meeting must be delivered
by a stockholder of record to the Fund no sooner than September 24, 2013 and no
later than October 24, 2013.
The persons named as proxies for the 2014 Annual Meeting of Stockholders
will, regarding the proxies in effect at the meeting, have discretionary
authority to vote on any matter presented by a stockholder for action at that
meeting unless the Fund receives notice of the matter no sooner than
September 24, 2013 and no later than October 24, 2013. If a Fund receives such
timely notice, these persons will not have this authority except as provided in
the applicable rules of the Securities and Exchange Commission.
25
REPORTS TO STOCKHOLDERS
Each Fund will furnish each person to whom this Proxy Statement is delivered
with a copy of its latest annual report to stockholders and its subsequent
semi-annual report to stockholders, if any, upon request and without charge. To
request a copy, please call AllianceBernstein Investments, Inc. at
(800) 227-4618 or contact Carol Rappa at AllianceBernstein L.P., 1345 Avenue of
the Americas, New York, New York 10105.
By Order of the Boards of Directors,
Emilie D. Wrapp
Secretary
February 21, 2013
New York, New York
26
TABLE OF CONTENTS PAGE
----------------------------------- ----
Introduction....................... 1
Proposal One: Election of
Directors......................... 2
Proxy Voting and Stockholder
Meeting........................... 15
Information as to the Investment
Adviser and the Administrator of
the Funds......................... 23
Section 16(a) Beneficial Ownership
Reporting Compliance.............. 23
Other Matters...................... 23
Submission of Proposals for the
Next Annual Meeting of
Stockholders...................... 25
Reports to Stockholders............ 26
ALLIANCEBERNSTEIN INCOME FUND, INC.
ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC.
ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC.
ALLIANCE CALIFORNIA MUNICIPAL INCOME FUND, INC.
ALLIANCE NEW YORK MUNICIPAL INCOME FUND, INC.
--------------------------------------------------------------------------------
[LOGO]
ALLIANCEBERNSTEIN
--------------------------------------------------------------------------------
NOTICE OF JOINT ANNUAL MEETING
OF STOCKHOLDERS AND
PROXY STATEMENT
FEBRUARY 21, 2013
EVERY STOCKHOLDER'S VOTE IS IMPORTANT
EASY VOTING OPTIONS:
VOTE ON THE INTERNET
Log on to:
www.proxy-direct.com
--------------------
or scan the QR code
Follow the on-screen instructions
available 24 hours
VOTE BY PHONE
Call 1-800-337-3503
Follow the recorded instructions
available 24 hours
VOTE BY MAIL
Vote, sign and date this Proxy
Card and return in the
postage-paid envelope
VOTE IN PERSON
Attend Stockholder Meeting
1345 Avenue of the Americas
New York, NY 10105
on March 27, 2013
Please detach at perforation before mailing.
FORM OF PROXY FORM OF PROXY
ALLIANCEBERNSTEIN INCOME FUND, INC. (THE "CORPORATION")
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 27, 2013
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF THE CORPORATION
The undersigned stockholder of AllianceBernstein Income Fund, Inc., a Maryland
corporation, hereby appoints Carol H. Rappa and Nancy E. Hay, or either of them,
as proxies for the undersigned, with full power of substitution in each of them,
to attend the Annual Meeting of Stockholders of the Corporation (the "Annual
Meeting") to be held at 3:00 p.m., Eastern Time, on March 27, 2013, at the
offices of the Corporation, 1345 Avenue of the Americas, New York, New York
10105, and any postponement or adjournment thereof, to cast on behalf of the
undersigned all votes that the undersigned is entitled to cast at the Annual
Meeting and otherwise to represent the undersigned with all powers possessed by
the undersigned if personally present at such Annual Meeting. The undersigned
hereby acknowledges receipt of the Notice of Annual Meeting and accompanying
Proxy Statement and revokes any proxy heretofore given with respect to the
Annual Meeting.
The Board of Directors knows of no reason why any of the nominees for the Board
of Directors would be unable to serve, but in the event any nominee is unable to
serve or for good cause will not serve, the proxies received indicating a vote
in favor of such nominee will be voted for a substitute nominee as the Board of
Directors may recommend.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST AS INSTRUCTED ON THE REVERSE SIDE HEREOF. IF THIS PROXY
IS PROPERLY EXECUTED BUT NO INSTRUCTION IS GIVEN, THE VOTES ENTITLED TO BE CAST
BY THE UNDERSIGNED WILL BE CAST "FOR" THE ELECTION OF THE NOMINEES REFERRED TO
IN PROPOSAL ONE AS DIRECTORS AND IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY
OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY
ADJOURNMENT OR POSTPONEMENT THEREOF.
VOTE VIA THE INTERNET: www.proxy-direct.com
VOTE VIA TELEPHONE: 1-800-337-3503
Note: Please sign exactly as your
name(s) appear(s) on this proxy card, and
date it. When shares are held jointly, each
holder should sign. When signing in a
representative capacity, please give title.
----------------------------------
Signature and Title, if applicable
----------------------------------
Signature (if held jointly)
----------------------
Date
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED ABOVE.
EVERY STOCKHOLDER'S VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to be Held on March 27, 2013.
The Proxy Statement and Proxy Card for this meeting are
available at: https://www.proxy-direct.com/alb-24368
IF YOU VOTE ON THE INTERNET OR BY TELEPHONE, YOU NEED
NOT RETURN THIS PROXY CARD
Please detach at perforation before mailing.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE CLASS ONE NOMINEES
LISTED (TERMS EXPIRE 2016)
PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: /X/
1. Election of Directors:
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
01. John H. Dobkin / / / / / /
02. Michael J. Downey
03. Nancy P. Jacklin
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s),
mark the box "FOR ALL EXCEPT" and write the nominee's number on the line
provided below.
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2. To vote and otherwise represent the undersigned on any other matters that
may properly come before the Annual Meeting or any postponement or
adjournment thereof, in the discretion of the proxy holder(s).
PLEASE SIGN AND DATE ON THE REVERSE SIDE