SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. ___)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Materials Pursuant to Section 240.14a-12
AllianceBernstein National Municipal Income Fund, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
---------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------------
(5) Total fee paid:
---------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
---------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
---------------------------------------------------------------------------
(3) Filing Party:
---------------------------------------------------------------------------
(4) Date Filed:
---------------------------------------------------------------------------
[LOGO]
ALLIANCEBERNSTEIN
Investments
ALLIANCEBERNSTEIN INCOME FUND, INC.
ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC.
ACM MANAGED DOLLAR 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 28, 2008
To the Stockholders of AllianceBernstein Income Fund, Inc. ("ABIF"),
AllianceBernstein Global High Income Fund, Inc. ("AGHIF"), ACM Managed Dollar
Income Fund, Inc. ("ACM VIII"), 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, ACM VIII, ANMIF, ACMIF and ANYMIF, each of which is
a Maryland corporation (individually, a "Fund" and collectively, the "Funds"),
will be held at the offices of the Funds, 1345 Avenue of the Americas, 41st
Floor, New York, New York 10105, on March 28, 2008 at 3:30 p.m., Eastern Time,
for the following purposes, all of which are more fully described in the
accompanying Proxy Statement dated February 21, 2008:
1. To elect four Directors of each Fund, each such Director to hold office
for a term of either one or 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.
The Boards of Directors of ABIF, AGHIF, ACM VIII, ANMIF, ACMIF and ANYMIF
have fixed the close of business on February 8, 2008 as the record date for the
determination of stockholders 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,
Marc O. Mayer
President
New York, New York
February 21, 2008
--------------------------------------------------------------------------------
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. 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.
ACM MANAGED DOLLAR 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 28, 2008
-----------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the respective Boards of Directors of AllianceBernstein
Income Fund, Inc. ("ABIF"), AllianceBernstein Global High Income Fund, Inc.
("AGHIF"), ACM Managed Dollar Income Fund, Inc. ("ACM VIII"), 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 (individually, 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 28, 2008
at 3:30 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, 2008.
Any stockholder who owned shares of ABIF, AGHIF, ACM VIII, ANMIF, ACMIF and
ANYMIF on February 8, 2008 (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.
1
PROPOSAL ONE
ELECTION OF DIRECTORS
At the Meeting, four Directors of each Fund will be elected to serve for
terms of either one or three years and, in each case, until his successor is
elected and qualifies. The affirmative vote of a majority of the votes cast by
a Fund's stockholders is required to elect a Director. It is the intention of
the persons named in the enclosed proxy to nominate and vote in favor of the
election of each of the nominees.
At the Meeting, the holders of each series of preferred stock of ANMIF,
ACMIF and ANYMIF (the "Preferred Stockholders") will have equal voting rights
with the holders of the common stock of ANMIF, ACMIF and ANYMIF (i.e., one vote
per share), respectively, and will vote together with the holders of the common
stock as a single class on proposals that may be properly presented at the
Meeting applicable to their respective Funds, as described below. The Preferred
Stockholders, voting separately as a class, have the right to elect two
Directors of their Fund ("Preferred Directors"). The Preferred Directors are
John H. Dobkin and Michael J. Downey and each are members of Class One. While
the Preferred Stockholders have the right to elect the Preferred Directors,
they are not standing for election at the Meeting because the terms of the
Class One Directors do not expire until 2010.
Under the Funds' respective Charters and Bylaws, the Board of Directors of
each Fund has been divided into three classes. For all of the Funds, the terms
of Class Two Directors will expire as of the Meeting, the terms of Class Three
Directors will expire as of the annual meeting of stockholders to be held in
2009 and the terms of Class One Directors will expire as of the annual meeting
of stockholders to be held in 2010. 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 they 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.
Effective February 1, 2008, the Board of Directors of each Fund elected
Garry L. Moody in Class Three of each Fund. Mr. Moody will stand for election
at the Meeting for each of the Funds.
At the Meeting, William H. Foulk and D. James Guzy are standing for election
in Class Two of each Fund; David H. Dievler is standing for election in Class
2
Two of ABIF, ANMIF, ACMIF and ANYMIF; John H. Dobkin is standing for election
in Class Two of AGHIF and ACM VIII; and Mr. Moody is standing for election in
Class Three of each Fund. Each nominee has consented to serve as a Director.
The Boards of Directors know of no reason why any of the nominees for the
Boards of Directors 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
nominees as the Boards of Directors may recommend.
Certain information concerning the Funds' Directors is set forth below.
Number of
Portfolios
in
Year Alliance-
Term Bernstein
as a Fund Other
Director Complex Directorships
Name, Address* Will Years of Principal Occupation(s) Overseen Held by
and Age Expire Service** During Past 5 Years by Director Director
--------------------- --------- --------- ------------------------- ----------- -------------
DISINTERESTED
DIRECTORS
William H. Foulk, Class Two AGHIF, Registered Investment 105 None
Jr.,#,## (Each ACM Adviser and an
Chairman of the Board Fund VIII: 15 Independent Consultant.
75 2011)+ ABIF: 10, He was formerly Senior
ANMIF, Manager of Barrett
ACMIF Associates, Inc., a
and registered investment
ANYMIF: adviser, with which he
6 had been associated
since prior to 2003. 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.
3
Number of
Portfolios
in
Year Alliance-
Term Bernstein
as a Fund Other
Director Complex Directorships
Name, Address* Will Years of Principal Occupation(s) Overseen Held by
and Age Expire Service** During Past 5 Years by Director Director
------------------ -------- --------- ------------------------ ----------- -------------
David H. Dievler,# Class ABIF: 21 Independent Consultant. 104 None
78 One AGHIF, Until December 1994, he
(AGHIF ACM was Senior Vice
and VIII: 13, President of
ACM VIII ANMIF, AllianceBernstein
2010) ACMIF Corporation ("AB
and Corp."), responsible for
Class ANYMIF: mutual fund
Two 6 administration. Prior to
(ABIF, joining AB Corp. in
ANMIF, 1984, he was Chief
ACMIF Financial Officer of
and Eberstadt Asset
ANYMIF Management since 1968.
2011)+ Prior to that, he was a
Senior Manager at Price
Waterhouse & Co.
Member of the American
Institute of Certified
Public Accountants since
1953.
John H. Dobkin,# Class ABIF: 21 Consultant. Formerly, 103 None
66 One AGHIF, President of Save
(ABIF, ACM Venice, Inc.
ANMIF, VIII: 15, (preservation
ACMIF ANMIF, organization) from 2001-
and ACMIF 2002, Senior Advisor
ANYMIF and from June 1999-June
2010) ANYMIF: 2000 and President of
6 Historic Hudson Valley
Class (historic preservation)
Two from December 1989-
(AGHIF May 1999. Previously,
and Director of the National
ACM VIII Academy of Design and
2011)+ during 1988-1992,
Director and Chairman
of the Audit Committee
of AB Corp.
4
Number of
Portfolios
in
Year Alliance-
Term Bernstein
as a Fund Other
Director Complex Directorships
Name, Address* Will Years of Principal Occupation(s) Overseen Held by
and Age Expire Service** During Past 5 Years by Director Director
------------------ -------- --------- ------------------------- ----------- -------------
Michael J. Class Each Private Investor since 103 Asia Pacific
Downey,# One Fund: 3 January 2004. Formerly, Fund, Inc.,
64 (Each managing partner of The Merger
Fund Lexington Capital, LLC Fund, and
2010) (investment advisory Prospect
firm) from December Acquisition
1997 until December Corp.
2003. Prior thereto, (financial
Chairman and CEO of services)
Prudential Mutual Fund
Management from 1987
to 1993.
D. James Guzy,# Class Each Chairman of the Board 103 Intel
71 Two Fund: 2 of PLX Technology Corporation
(Each (semi-conductors) and of (semi-
Fund SRC Computers Inc., conductors)
2011)+ with which he has been and Cirrus
associated since prior to Logic
2003. Corporation
(semi-
conductors)
Nancy P. Jacklin,# Class Each Formerly, U.S. 103 None
59 One Fund: 2 Executive Director of the
(Each International Monetary
Fund Fund (December 2002-
2010) May 2006); Partner,
Clifford Chance (1992-
2002); Sector Counsel,
International Banking
and Finance, and
Associate General
Counsel, Citicorp (1985-
1992); Assistant General
Counsel (International),
Federal Reserve Board
of Governors (1982-
1985); and Attorney
Advisor, U.S.
Department of the
Treasury (1973-1982).
Member of the Bar of the
District of Columbia and
of New York; and
member of the Council
on Foreign Relations.
5
Number of
Portfolios
in
Year Alliance-
Term Bernstein
as a Fund Other
Director Complex Directorships
Name, Address* Will Years of Principal Occupation(s) Overseen Held by
and Age Expire Service** During Past 5 Years by Director Director
------------------- -------- --------- --------------------------- ----------- -------------
Garry L. Moody,# Class Each Formerly, Partner, Deloitte 101 None
55 Three Fund: 1 & Touche LLP, Vice-
(Each month Chairman, and U.S. and
Fund Global Managing Partner,
2009)+ Investment Management
Services Group 1995-2008.
President, Fidelity
Accounting and Custody
Services Company from
1993-1995. Partner, Ernst
& Young LLP, partner in
charge of the Chicago
Office's Tax Department,
National Director of
Investment Management
Tax Services from 1975-
1993.
Marshall C. Turner, Class Each Consultant. Formerly, 103 Xilinx, Inc.
Jr.,# Three Fund: 2 President and CEO, Toppan (semi-
66 (Each Photomasks, Inc. (semi- conductors)
Fund conductor manufacturing and MEMC
2009) services), 2005-2006, and Electronic
Chairman and CEO from Materials,
2003 until 2005, when the Inc. (semi-
company was acquired and conduct
renamed from Dupont substrates)
Photomasks, Inc. Principal,
Turner Venture Associates
(venture capital and
consulting) 1993-2003.
Earl D. Weiner,# Class Each Of Counsel, and Partner 103 None
68 Three Fund: 1 prior to January 2007, of
(Each the law firm Sullivan &
Fund Cromwell LLP; member of
2009) ABA Federal Regulation of
Securities Committee Task
Force on Fund Director's
Guidebook; member of
Advisory Board of
Sustainable Forestry
Management Limited.
6
Number of
Portfolios
in
Year Alliance-
Term Bernstein
as a Fund Other
Director Complex Directorships
Name, Address* Will Years of Principal Occupation(s) Overseen Held by
and Age Expire Service** During Past 5 Years by Director Director
------------------ -------- --------- ----------------------------- ----------- -------------
INTERESTED
DIRECTOR
Marc O. Mayer++, Class Each Executive Vice President of 103 SCB Partners
1345 Avenue of the Three Fund: 4 AllianceBernstein L.P. (the Inc. and SCB
Americas, (Each "Adviser") since 2001 and Inc.
New York, NY 10105 Fund Executive Managing
50 2009) Director of
AllianceBernstein
Investments, Inc. ("ABI")
since 2003; prior thereto, he
was head of
AllianceBernstein
Institutional Investments, a
unit of the Adviser, from
2001-2003. Prior thereto,
Chief Executive Officer of
Sanford C. Bernstein &
Co., LLC (institutional
research and brokerage arm
of Bernstein & Co., LLC),
and its predecessor since
prior to 2003.
--------
* The address for each of the Fund's disinterested Directors is c/o
AllianceBernstein L.P., Attn: 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 of each Fund.
## Member of the Fair Value Pricing Committee of each Fund.
+ If elected at the Meeting.
++ Mr. Mayer is an "interested person," as defined in Section 2(a)(19) of the
Investment Company Act of 1940 (the "Act"), of each Fund due to his position
as an Executive Vice President of the Adviser.
7
The dollar range of the Funds' securities owned by each Director and the
aggregate dollar range of securities owned in the AllianceBernstein Fund
Complex are set forth below.
Dollar Range Aggregate Dollar
of Equity Range of Equity
Securities in Securities in the Funds
the Funds in the
as of AllianceBernstein
February 8, Fund Complex as of
2008 December 31, 2007
----------------------------- -----------------------
David H. Dievler ABIF: $10,001-$50,000 over $100,000
AGHIF: $10,001-$50,000
John H. Dobkin AGHIF: $1-$10,000 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: $1-$10,000
ACM VIII: $1-$10,000
ANMIF: $1-$10,000
D. James Guzy None $0 $50,001-$100,000
Garry L. Moody* None $0 $0
Nancy P. Jacklin AGHIF: $10,001-$50,000 over $100,000
Marshall C. Turner, ABIF: $10,001-$50,000 over $100,000
Jr.
Earl D. Weiner AGHIF: $10,001-$50,000 over $100,000
ANYMIF: $1-$10,000
Marc O. Mayer None $0 over $100,000
--------
* Mr. Moody was elected as a Director of each Fund effective February 1, 2008.
During the Funds' fiscal year ended in 2007, the Board of ABIF met 12 times;
of AGHIF, 11 times; of ACM VIII, 14 times; of ANMIF, 13 times; of ACMIF,
12 times and of ANYMIF, 12 times. The Funds do not have a policy that requires
a Director to attend annual meetings of stockholders.
8
Each Fund's Board has four standing committees: an Audit Committee, a
Governance and Nominating Committee, an Independent Directors Committee, and a
Fair Value Pricing Committee. The members of the Committees are identified
above in the table listing the Directors. The function of the Audit Committee
of each Fund is to assist the Board in its oversight of a 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 the Funds' fiscal year ended in 2007, the Audit Committee of
ABIF met 7 times; of AGHIF, 9 times; of ACM VIII, 9 times; of ANMIF, 6 times;
of ACMIF, 6 times; and of ANYMIF, 6 times. During the Funds' fiscal year ended
in 2007, the Governance and Nominating Committee of ABIF met 6 times; of AGHIF,
7 times; of ACM VIII, 6 times; of ANMIF, 6 times; of ACMIF, 6 times; and of
ANYMIF, 6 times.
Each Fund's Board of Directors has adopted a charter for its Governance and
Nominating Committee, a copy of which may be found on the Adviser's website,
http://www.alliancebernstein.com (click on US Investors & Financial
Advisors/Investment Products/Mutual Funds/Closed-End). Pursuant to the charter
of the Governance and Nominating Committee, the Governance and Nominating
Committee assists each Board in carrying out its responsibilities with respect
to governance of a Fund and identifies, evaluates and selects and nominates
candidates for that Board. The Committee also may set standards or
qualifications for Directors. The Committee may consider candidates as
Directors submitted by a Fund's current Board members, officers, the Adviser,
stockholders and other appropriate sources.
The Governance and Nominating Committee will consider candidates submitted
by a stockholder or group of stockholders who have owned at least 5% of the
Fund's outstanding common stock for at least two years at 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 a Fund not less than 120 days before the date of the proxy
statement for the previous year's annual meeting of stockholders. The Committee
will consider only one candidate submitted by such a stockholder or group for
nomination for election at an annual meeting of stockholders. The Committee
will not consider self-nominated candidates.
The Governance and Nominating Committee will consider and evaluate
candidates submitted by stockholders on the basis of the same criteria as those
used to 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 Fund and the candidate's ability to qualify as a disinterested Director.
9
The function of each Fund's 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 Valuation Committee that
would result in a change in the Fund's net asset value ("NAV") by more than
$0.01 per share. The Fair Value Pricing Committee did not meet during any
Fund's most recently completed fiscal year.
The function of each Fund's Independent Directors Committee is to consider
and take action on matters that the Board or Committee believes should be
addressed in executive session of the disinterested Directors, such as review
and approval of the Advisory and Stockholder Inquiry Agency Agreements. During
the Funds' fiscal year ended in 2007, the Independent Directors Committee of
ABIF met 6 times; of AGHIF, 7 times; of ACM VIII, 6 times; of ANMIF, 7 times;
of ACMIF, 7 times; and of ANYMIF, 7 times.
Each Board has adopted a process for stockholders to send communications to
the Board of their Fund. To communicate with a Board or an individual Director
of a Fund, a stockholder must send a written communication to that 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 of that
Fund or the individual Director. All stockholder communications received in
accordance with this process will be forwarded to the Board or the individual
Director to whom or to which the communication is addressed.
10
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. The aggregate compensation paid by the Funds to the Directors during the
Funds' respective fiscal years ended in 2007, the aggregate compensation paid
to the Directors during calendar year 2007 by all of the investment companies
in the AllianceBernstein Fund Complex, and the total number of investment
companies in the AllianceBernstein Fund Complex as to which the Directors are a
director or trustee and the number of investment portfolios as to which the
Directors are directors or trustees, are 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 in 2007 2007 Trustee Trustee
---------------- ------------------ ----------------- ----------------- -----------------
David H. Dievler $4,627 ABIF $216,700 36 104
$4,539 AGHIF
$5,779 ACM VIII
$4,655 ANMIF
$4,405 ACMIF
$4,405 ANYMIF
John H. Dobkin $6,019 ABIF $241,700 35 103
$6,555 AGHIF
$6,240 ACM VIII
$4,885 ANMIF
$4,635 ACMIF
$4,635 ANYMIF
Michael J. Downey $4,481 ABIF $226,300 35 103
$4,409 AGHIF
$5,739 ACM VIII
$4,617 ANMIF
$4,367 ACMIF
$4,367 ANYMIF
William H. Foulk, Jr. $8,592 ABIF $443,600 37 105
$8,001 AGHIF
$9,387 ACM VIII
$8,263 ANMIF
$8,013 ACMIF
$8,013 ANYMIF
11
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 in 2007 2007 Trustee Trustee
---------------- ------------------ ----------------- ----------------- -----------------
D. James Guzy $4,881 ABIF $226,300 35 103
$4,409 AGHIF
$5,739 ACM VIII
$4,617 ANMIF
$4,367 ACMIF
$4,367 ANYMIF
Nancy P. Jacklin $4,481 ABIF $226,300 35 103
$3,024 AGHIF
$5,739 ACM VIII
$4,617 ANMIF
$4,367 ACMIF
$4,367 ANYMIF
Garry L. Moody* $ 0 $ 0 33 101
Marshall C. Turner, Jr. $4,881 ABIF $225,700 35 103
$4,399 AGHIF
$5,139 ACM VIII
$4,617 ANMIF
$4,367 ACMIF
$4,367 ANYMIF
Earl D. Weiner $4,935 ABIF $226,900 35 103
$3,245 ANMIF
$3,245 ACMIF
$3,245 ANYMIF
$1,077 AGHIF
$4,333 ACM VIII
Marc O. Mayer $ 0 $ 0 35 103
--------
* Mr. Moody became a Director of each Fund effective February 1, 2008.
12
Each Board unanimously recommends that the stockholders vote FOR each of the
nominees to serve as a Director of the applicable Fund. Approval of Proposal
One with respect to each Fund 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,
proxies from the holders of the common stock will be voted for the election of
four Directors of each Fund. Any stockholder may revoke that stockholder's
proxy at any time prior to exercise thereof by giving written notice to the
Secretary of the Funds at 1345 Avenue of the Americas, New York, New York
10105, by signing and delivering to the Secretary another proxy of a later date
or by 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"). The approval of the
Proposal with respect to each Fund 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 the Proposal. If any proposal, other
than Proposal One, properly comes before the Meeting, shares represented by
proxies will be voted on all such proposals in the discretion of the person or
persons holding the proxies.
The 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 a Fund. An unfavorable vote by the stockholders of
one Fund will not affect the vote on the election of Directors or any other
matter by the stockholders of another Fund.
A quorum for each Fund 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 particular Fund. In the
event that a quorum is not present at the Meeting for a Fund or, even if a
quorum is so present, in the event that sufficient votes in favor of the
positions recommended by the Board of Directors on the proposal described in
the Proxy Statement with respect to a Fund are not timely received, the persons
named as proxies may propose and vote for one or more adjournments of the
Meeting with respect to that Fund, with no other notice than 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 of Directors on any proposal as to which the Meeting is proposed
to be adjourned will be voted against adjournment of the Meeting.
13
Each Fund has engaged The Altman Group, 60 East 42nd Street, Suite 405, New
York, NY 10165, to assist in soliciting proxies for the Meeting. The Altman
Group will receive a total fee of approximately $5,400 for its services, to be
paid by the Funds as follows: ABIF--$900, AGHIF--$900, ACM VIII--$900,
ANMIF--$900, ACMIF--$900 and ANYMIF--$900, plus reimbursement of out-of-pocket
expenses.
Other Information
Officers of the Funds
Certain information concerning the Funds' officers is set forth below. The
Funds' officers are elected annually by the respective Board of Directors until
his or her successor is duly elected and qualifies.
Name,
Address* and Position(s) (Month and Year Principal Occupation During
Age Year First Elected) Past 5 Years
------------ ------------------------------- --------------------------------
Marc O. President and Chief Executive See biography above.
Mayer Officer, all Funds (11/03)
50
Philip L. Senior Vice President and Senior Vice President and
Kirstein Independent Compliance Officer, Independent Compliance
62 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 to October 2004, and
General Counsel of Merrill
Lynch Investment Managers,
L.P. since prior to March 2003.
Robert Senior Vice President, Senior Vice President of the
(Guy) B. ANMIF (4/02) Adviser**, with which he has
Davidson ACMIF (4/02) been associated since prior to
III ANYMIF (4/02) 2003.
46
Douglas Senior Vice President, Executive Vice President of the
J. ANMIF (6/04) Adviser**, with which he has
Peebles ACMIF (6/04) been associated since prior to
42 ANYMIF (6/04) 2003.
Vice President
ABIF (8/02)
Jeffrey Senior Vice President, Executive Vice President of the
S. ANMIF (6/04) Adviser**, with which he has
Phlegar ACMIF (6/04) been associated since prior to
41 ANYMIF (6/04) 2003.
14
Name,
Address* and Position(s) (Month and Year Principal Occupation During
Age Year First Elected) Past 5 Years
------------ --------------------------- --------------------------------
Michael Vice President, Senior Vice President of the
G. Brooks ANMIF (10/05) Adviser**, with which he has
59 ACMIF (10/05) been associated since prior to
ANYMIF (10/05) 2003.
Fred S. Vice President, Senior Vice President of the
Cohen ACMIF (10/05) Adviser**, with which he has
49 ANMIF (10/05) been associated since prior to
ANYMIF (10/05) 2003.
Paul J. Vice President, Senior Vice President of the
DeNoon ABIF (3/93) Adviser**, with which he has
45 AGHIF (4/94) been associated since prior to
ACM VIII (4/94) 2003.
Gershon Vice President, Vice President of the
Distenfeld ABIF (3/06) Adviser**, with which he has
32 ACM VIII (3/06) been associated since prior to
2003.
Terrance Vice President, Senior Vice President of the
T. Hults ANMIF (12/01) Adviser**, with which he has
41 ACMIF (12/01) been associated since prior to
ANYMIF (12/01) 2003.
Michael Vice President, Vice President of the
L. Mon ABIF (4/00) Adviser**, with which he has
39 been associated since prior to
2003.
Kewjin Vice President, Vice President of the Adviser**
Yuoh ABIF (11/03) since March 2003. Prior thereto,
36 he was a Vice President of
Brundage, Story & Rose since
prior to 2003.
15
Name,
Address* and Position(s) (Month and Year Principal Occupation During
Age Year First Elected) Past 5 Years
------------ ----------------------------- --------------------------------
Joseph J. Treasurer and Chief Financial Senior Vice President of
Mantineo Officer, all Funds (8/06) AllianceBernstein Investor
48 Services, Inc. ("ABIS")**, with
which he has been associated
since prior to 2003.
Thomas R. Controller, Vice President of the
Manley ANMIF (12/01) Adviser**, with which he has
56 ACMIF (12/01) been associated since prior to
ANYMIF (12/01) 2003.
Vincent Controller, Vice President of ABIS**, with
S. Noto ABIF (4/96) which he has been associated
43 ACM VIII (4/96) since prior to 2003.
AGHIF (3/98)
Emilie D. Secretary, Senior Vice President, Assistant
Wrapp all Funds (10/05) General Counsel and Assistant
52 Secretary of ABI**, with which
she has been associated since
prior to 2003.
--------
* The address for the Funds' officers is 1345 Avenue of the Americas, New
York, New York 10105.
** An affiliate of each of the Funds.
Stock Ownership
The outstanding voting shares of ABIF, AGHIF, ACM VIII, ANMIF, ACMIF and
ANYMIF as of the Record Date consisted of 242,556,594 shares of common stock of
ABIF, 76,336,107 shares of common stock of AGHIF, 19,469,017 shares of common
stock of ACM VIII, 28,656,079 shares of common stock of ANMIF, and 3,150 shares
of each of Auction Preferred Shares, Series M, Series W and Series TH and 1,950
shares of Series T of ANMIF, 8,536,533 shares of common stock and 1,620 shares
of each of Auction Preferred Shares, Series M and Series T of ACMIF and
4,826,667 shares of common stock and 900 shares of each of Auction Preferred
Shares, Series M and Series T of ANYMIF.
As of February 8, 2008, 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 of
each Fund.
The Audit Committee operates pursuant to a written charter, a copy of which
may be found on the Adviser's website, http//www.alliancebernstein.com (click on
16
US Investors & Financial Advisors/Investment Products/Mutual Funds/Closed-End).
The purposes of the Audit Committee are to (1) assist the Board of Directors in
its oversight of (i) the integrity of the Fund's financial statements and the
independent audit thereof; (ii) the Fund's compliance with legal and regulatory
requirements; (iii) the independent registered public accounting firm's
independence, qualifications and performance; and (iv) the Fund's compliance
with applicable laws by receiving reports from counsel who believe they have
credible evidence of a material violation of law by the Fund or by someone
owing a fiduciary or other duty to the Fund; and (2) to prepare this report. As
set forth in the Audit Committee Charter, management of the Fund is responsible
for the preparation, presentation and integrity of the Fund's financial
statements, the Fund's accounting and financial reporting principles and
internal controls and procedures designed to assure compliance with accounting
standards and applicable laws and regulations. The independent registered
public accounting firm is responsible for auditing the Fund's financial
statements and expressing an opinion as to their conformity with 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. 61, Communication with Audit Committees, 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 Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees, 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 generally accepted accounting principles or that
the Fund's independent registered public accounting firm is in fact
"independent".
17
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 of Directors of the Fund 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:
David H. Dievler Nancy P. Jacklin
John H. Dobkin Garry L. Moody*
Michael J. Downey Marshall C. Turner, Jr.
William H. Foulk, Jr. Earl D. Weiner
D. James Guzy
--------
* In respect of ABIF only, as Mr. Moody was not a member of the Audit
Committees of AGHIF, ACM VIII, ANMIF, ACMIF or ANYMIF at the time such Audit
Committees recommended the inclusion of the Fund's annual financial
statements in the stockholders reports for the most recent fiscal years.
Approval of Independent Registered Public Accounting Firms by Boards
The Audit Committee of each Fund is responsible for the appointment,
compensation, retention and oversight of the work of the Fund's independent
registered public accounting firm. In addition, the Board of each Fund approved
the independent registered public accounting firm of each Fund as required by
the Act on the date specified below. The Boards of Directors of each of the
Funds at meetings held on July 31, 2007-August 2, 2007 (ACM VIII), February
6-8, 2007 (AGHIF), October 30, 2007-November 1, 2007 (ABIF, ANMIF, ACMIF and
ANYMIF), respectively, 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, Ernst & Young LLP, independent registered
public accounting firm to audit the accounts of AGHIF (for the fiscal year
ending March 31, 2008), ACM VIII (September 30, 2008), ANMIF (October 31,
2008), ACMIF (October 31, 2008), ANYMIF (October 31, 2008) and ABIF (December
31, 2008).
Ernst & Young LLP has audited the accounts of ABIF, AGHIF, ACM VIII, 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.
18
Independent Registered Public Accounting Firms' 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 reports 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"), which include conducting an annual
internal control report pursuant to Statement on Auditing Standards No. 70. No
other services were provided by the independent registered public accounting
firm to any Fund during this period.
All Fees for
Non-Audit
Services
All Other Provided to
Fees for the Fund,
Services the Adviser
Audit Provided and Service
Audit Fees Related Fees Tax Fees to Fund Affiliates*
---------- ------------ -------- --------- ------------
AllianceBernstein Income 2006 $70,000 $ 8,606 $19,375 $0 $1,162,557
Fund, Inc. 2007 $74,500 $16,644 $19,875 $0 $ 913,227
AllianceBernstein Global 2006 $56,000 $ 4,960 $ 8,800 $0 $ 484,715
High Income Fund, Inc. 2007 $59,000 $ 5,083 $19,950 $0 $1,007,078
ACM Managed Dollar 2006 $56,000 $ 8,460 $19,375 $0 $ 691,479
Income Fund, Inc. 2007 $56,000 $ 5,960 $19,875 $0 $1,099,570
AllianceBernstein National 2006 $50,000 $15,750 $12,825 $0 $1,040,619
Municipal Income Fund, Inc. 2007 $50,000 $14,959 $12,875 $0 $ 920,400
Alliance California Municipal 2006 $50,000 $15,750 $12,825 $0 $1,040,619
Income Fund, Inc. 2007 $50,000 $13,950 $12,875 $0 $ 919,391
Alliance New York Municipal 2006 $50,000 $15,750 $12,825 $0 $1,040,619
Income Fund, Inc. 2007 $50,000 $13,950 $12,875 $0 $ 919,391
--------
* 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.
19
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 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 2007 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 2007 were ABIF,
$181,283 (comprising $161,408 of audit related fees and $19,875 of tax fees);
AGHIF, $158,704 (comprising $138,754 of audit related fees and $19,950 of tax
fees); ACM VIII, $25,835 (comprising $5,960 of audit related fees and $19,875
of tax fees); ANMIF, $149,165 (comprising $136,290 of audit related fees and
$12,875 of tax fees); ACMIF, $148,156 (comprising $135,281 of audit related
fees and $12,875 of tax fees); and ANYMIF, $148,156 (comprising $135,281 of
audit related fees and $12,875 of tax fees). The Audit Committee of each Fund
has 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 Service Affiliates is compatible with
maintaining the independent registered public accounting firm's independence.
INFORMATION AS TO THE INVESTMENT ADVISER
AND THE ADMINISTRATORS 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 ACM VIII,
ABIF, AGHIF, ANMIF, ACMIF and ANYMIF is the Adviser.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 30(h) of the Act and the rules under Section 16 of the Securities
Exchange Act of 1934 require that the Directors and officers of each Fund,
among others, file with the Securities and Exchange Commission (the "SEC")
initial reports of ownership and reports of changes in ownership of shares of
the Funds. During the fiscal year ended 2007 for ABIF, ACM VIII, ANMIF, ACMIF
and ANYMIF, a statement of initial beneficial ownership of securities on Form 3
was inadvertently filed late by the Adviser on behalf of Earl D. Weiner, a
director of ABIF, AGHIF, ACM VIII, ANMIF, ACMIF and ANYMIF. For ABIF, ACM VIII,
ANMIF and ACMIF, the reports related to the election of Mr. Weiner as a
director for each fund. For ANYMIF, the report related to beneficial ownership
of 347 shares of common stock, beneficially owned by Mr. Weiner.
20
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 21, 2008, Claymore Securities, Inc. and Claymore Securities
Defined Portfolios, each with an address of 250 North Rock Road, Suite 150,
Wichita, Kansas 67206, beneficially owned an aggregate of 1,042,158 shares, or
approximately 5.08%, of the outstanding common stock of ACM VIII. As of
February 21, 2008, First Trust Portfolios L.P, First Trust Advisors L.P. and
The Charger Corporation, each with an address of 1001 Warrenville Road, Lisle,
Illinois 60532, beneficially owned an aggregate of 1,615,707 shares, or
approximately 5.60%, of the outstanding common stock of ANMIF. As of February
21, 2008, First Trust Portfolios L.P., First Trust Advisors L.P. and The
Charger Corporation, each with an address of 1001 Warrenville Road, Lisle,
Illinois 60532, beneficially owned an aggregate of 751,469 shares, or
approximately 8.80%, of the outstanding common stock of ACMIF.
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,
2008 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 2009 Annual
Meeting of Stockholders, a stockholder proposal that is not otherwise
includable in the Proxy Statement for the 2009 Annual Meeting must be delivered
by a stockholder of record to the Fund no sooner than September 24, 2008 and no
later than October 24, 2008.
The persons named as proxies for the 2009 Annual Meeting of Stockholders
will, with respect to 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, 2008 and no later than October 24, 2008. If a Fund receives such timely
notice, these persons will not have this authority except as provided in the
applicable rules of the SEC.
21
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 Courtney Adams at AllianceBernstein L.P., 1345 Avenue
of the Americas, New York, New York 10105.
By Order of the Boards of Directors,
Marc O. Mayer
President
February 21, 2008
New York, New York
22
TABLE OF CONTENTS Page
---------------------------------- ----
Introduction...................... 1
Proposal One: Election of
Directors........................ 2
Proxy Voting and Stockholder
Meeting.......................... 13
Information as to the Investment
Adviser and the Administrators of
the Funds........................ 20
Other Matters..................... 21
Submission of Proposals for the
Next Annual Meeting of
Stockholders..................... 21
Reports to Stockholders........... 22
AllianceBernstein Income Fund, Inc.
AllianceBernstein Global High Income Fund, Inc.
ACM Managed Dollar Income Fund, Inc.
AllianceBernstein National Municipal Income Fund, Inc.
Alliance California Municipal Income Fund, Inc.
Alliance New York Municipal Income Fund, Inc.
--------------------------------------------------------------------------------
[LOGO]
ALLIANCEBERNSTEIN
Investments
--------------------------------------------------------------------------------
NOTICE OF
JOINT ANNUAL MEETING
OF STOCKHOLDERS
AND PROXY STATEMENT
February 21, 2008
002CS-60990
FORM OF PROXY FORM OF PROXY
ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC.
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON MARCH 28, 2008
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS OF THE CORPORATION
The undersigned stockholder of AllianceBernstein National Municipal Income
Fund, Inc., a Maryland corporation (the "Corporation"), hereby appoints Carol H.
Rappa and Christina A. Morse, 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 3:30 p.m.,
Eastern Time, on March 28, 2008 at the offices of the Corporation, 1345 Avenue
of the Americas, 41st Floor, New York, New York 10105, and any postponement or
adjournment thereof, to cast on behalf of the undersigned all votes that the
undersigned is entitled to cast at the Annual Meeting and otherwise to represent
the undersigned with all powers possessed by the undersigned if personally
present at such Annual Meeting. The undersigned hereby acknowledges receipt of
the Notice of Annual Meeting and accompanying Proxy Statement and revokes any
proxy heretofore given with respect to the Annual Meeting.
The Board of Directors knows of no reason why any of the nominees for the
Board of Directors would be unable to serve, but in the event any nominee
is unable to serve or for good cause will not serve, the proxies received
indicating a vote in favor of such nominee will be voted for a substitute
nominee as the Board of Directors may recommend.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST AS INSTRUCTED ON THE REVERSE SIDE HEREOF. IF THIS PROXY
IS PROPERLY EXECUTED BUT NO INSTRUCTION IS GIVEN, THE VOTES ENTITLED TO BE CAST
BY THE UNDERSIGNED WILL BE CAST "FOR" THE ELECTION OF THE NOMINEES REFERRED TO
IN PROPOSAL ONE AS DIRECTORS AND IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY
OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY
ADJOURNMENT OR POSTPONEMENT THEREOF.
Please refer to the Proxy Statement for
a discussion of the Proposal.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND
RETURN THIS PROXY CARD PROMPTLY. YOU MAY USE THE ENCLOSED ENVELOPE.
Please sign this proxy exactly as your name(s) appear(s) on the books of the
Corporation. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more than
one name appears, a majority must sign. If a corporation, the signature should
be that of an authorized officer who should state his or her title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
------------------------- -------------------------
------------------------- -------------------------
------------------------- -------------------------
ALLIANCEBERNSTEIN NATIONAL MUNICIPAL
INCOME FUND, INC.
The Board of Directors
urges you to vote "FOR" all
Class Two nominees listed
(terms expire 2011) and Class
Three nominee listed (term
expires 2009).
Please mark votes as in this example: [X]
WITHHOLD FOR ALL
1. Election of Directors FOR ALL FROM ALL EXCEPT AS
NOMINEES NOMINEES NOTED BELOW
[_] [_] [_]
William H. Foulk [_]
D. James Guzy [_]
David H. Dievler [_]
Garry L. Moody [_]
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).
Mark here for address change and
note at left. [_]
Please be sure to sign, date and
return this Proxy promptly. You
may use the enclosed envelope.
-----------------------------------
(Signature of Stockholder)
-----------------------------------
(Signature of joint owner, if any)
Date __________, 2008
SK 00250 0209 849924