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 / /
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/ / 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.
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if other than the Registrant)
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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.
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1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
--------------------------------------------------------------------------------
NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS
March 31, 2010
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 (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 31, 2010 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 18, 2010:
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 or her
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, ANMIF, ACMIF and ANYMIF have fixed
the close of business on February 12, 2010 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,
Robert M. Keith
President
New York, New York
February 18, 2010
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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.
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 31, 2010
-----------------
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"), 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 31, 2010 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
18, 2010.
Any stockholder who owned shares of ABIF, AGHIF, ANMIF, ACMIF and ANYMIF on
February 12, 2010 (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 31, 2010. The Proxy
Statement is available on the Internet at http://www.alliancebernstein.com
(click on US Investors & Financial Advisors/Investment Products/Mutual
Funds/Closed-End).
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.
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"). At the Meeting, John H. Dobkin
and Michael J. Downey will stand for election by the preferred stockholders of
ANMIF, ACMIF and ANYMIF.
Under the Funds' respective Charters and Bylaws, the Board of Directors of
each Fund (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 2011 and the terms of Class Three Directors will
expire as of the annual meeting of stockholders to be held in 2012. 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.
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, ANMIF, ACMIF 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 Boards know of no reason why any of the nominees for the Boards
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 may
recommend.
2
Certain information concerning the Funds' Directors and nominee for Director
is set forth below.
Number of
Portfolios
in
Year Alliance-
Term Bernstein Other
as a Fund Director-
Director Complex ships
Name, Address* Will Years of Principal Occupation(s) Overseen Held by
and Age Expire Service** During Past 5 Years by Director Director
----------------------------- -------- --------- ----------------------------- ----------- -------------
DISINTERESTED
DIRECTORS
Chairman of the Board Class AGHIF: Investment Adviser and an 90 None
William H. Foulk, Jr., #, ## Two 17 Independent Consultant.
77 (Each ABIF: 12, Previously, he was Senior
Fund ANMIF, Manager of Barrett
2011) ACMIF Associates, Inc., a
and registered investment
ANYMIF: adviser, with which he had
8 been associated since prior
to 2005. 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.
John H. Dobkin, # Class ABIF: 23 Consultant. Formerly, 88 None
68 One AGHIF: President of Save Venice,
(ABIF, 17, Inc. (preservation
ANMIF, ANMIF, organization) from 2001-
ACMIF ACMIF 2002, Senior Adviser from
and and June 1999-June 2000 and
ANYMIF ANYMIF: President of Historic
2013)+ 8 Hudson Valley (historic
preservation) from
Class December 1989-May 1999.
Two Previously, Director of the
(AGHIF National Academy of
2011) Design.
Michael J. Downey, # Class Each Private Investor since prior 88 Asia Pacific
66 One Fund: 5 to 2005. Formerly, Fund, Inc.
(Each managing partner of and The
Fund Lexington Capital, LLC Merger Fund
2013)+ (investment advisory firm)
from December 1997 until
December 2003. From 1987
until 1993, Chairman and
CEO of Prudential Mutual
Fund Management.
3
Number of
Portfolios
in
Year Alliance-
Term Bernstein Other
as a Fund Director-
Director Complex ships
Name, Address* Will Years of Principal Occupation(s) Overseen Held by
and Age Expire Service** During Past 5 Years by Director Director
-------------------- -------- --------- ------------------------------ ----------- -------------
D. James Guzy, # Class Each Chairman of the Board of 88 Cirrus Logic
73 Two Fund: 4 PLX Technology (semi- Corporation
(Each conductors) and of SRC (semi-
Fund Computers Inc., with which conductors)
2011) he has been associated
since prior to 2005. He was
formerly a Director of Intel
Corporation (semi-
conductors) until May
2008.
Nancy P. Jacklin, # Class Each Professorial Lecturer at the 88 None
61 One Fund: 4 Johns Hopkins School of
(Each Advanced International
Fund Studies since 2008.
2013)+ Formerly, U.S. Executive
Director of the International
Monetary Fund (December
2002-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 Bars of the District of
Columbia and New York;
member of the Council on
Foreign Relations.
Garry L. Moody, # Class Each Formerly, Partner, Deloitte 87 None
57 Three Fund: 2 & Touche LLP, Vice
(Each Chairman, and U.S. and
Fund Global Managing Partner,
2012) Investment Management
Services Group 1995-2008.
4
Number of
Portfolios
in
Year Alliance-
Term Bernstein Other
as a Fund Director-
Director Complex ships
Name, Address* Will Years of Principal Occupation(s) Overseen Held by
and Age Expire Service** During Past 5 Years by Director Director
--------------------------- -------- --------- --------------------------- ----------- --------------
Marshall C. Turner, Jr., # Class Each Interim CEO of MEMC 88 Xilinx, Inc.
68 Three Fund: 4 Electronic Materials, Inc. (programmable
(Each (semi-conductor and solar logic semi-
Fund cell substrates) from conductors)
2012) November 2008 until and MEMC
March 2, 2009. He was Electronic
Chairman and CEO of Materials,
Dupont Photomasks, Inc. Inc.
(components of semi-
conductor manufacturing),
2003-2005, and President
and CEO, 2005-2006, after
the company was renamed
Toppan Photomasks, Inc.
Earl D. Weiner, # Class Each Of Counsel, and Partner 88 None
70 Three Fund: 3 prior to January 2007, of
(Each the law firm Sullivan &
Fund Cromwell LLP and member
2012) of ABA Federal Regulation
of Securities Committee
Task Force on Fund
Director's Guidebook.
5
Number of
Portfolios
in
Year Alliance-
Term Bernstein Other
as a Fund Director-
Director Complex ships
Name, Address* Will Years of Principal Occupation(s) Overseen Held by
and Age Expire Service** During Past 5 Years by Director Director
--------------------- -------- --------- ------------------------------ ----------- ---------
INTERESTED
DIRECTOR
Robert M. Keith, ++, Class Each Executive Vice President of 5 None
1345 Avenue of the One Fund: 1 AllianceBernstein L.P. (the
Americas, (AGHIF "Adviser")***. Head of
New York, NY 10105 2013)+ AllianceBernstein
49 Investments Inc.
Class ("ABI")*** since June
Two 2008; Director of ABI since
(ABIF, June 2008 and the President
ANMIF, of the AllianceBernstein
ACMIF Mutual Funds since
and September 2008.
ANYMIF Previously, he served as
2011) Executive Managing
Director of ABI from
December 2006 to June
2008. Prior to joining ABI
in 2006, he was 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
prior to 2005. Prior thereto,
he was a 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
2005.
--------
* The address for each of the Fund's disinterested 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.
***The Adviser and ABI are affiliates of each Fund.
# 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. Keith 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.
6
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.
Aggregate Dollar
Range of Equity
Securities in the
Funds in the
Dollar Range of Equity AllianceBernstein
Securities in the Funds Fund Complex as of
as of February 12, 2010 December 31, 2009
----------------------- ------------------
John H. Dobkin ABIF $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
ANMIF $1-$10,000
D. James Guzy AGHIF $10,001-$50,000 Over $100,000
Nancy P. Jacklin AGHIF: $10,001-$50,000 Over $100,000
Robert M. Keith None Over $100,000
Garry L. Moody ABIF $10,001-$50,000 Over $100,000
Marshall C. Turner, Jr. ABIF: $10,001-$50,000 Over $100,000
Earl D. Weiner AGHIF: $10,001-$50,000 Over $100,000
ANYMIF: $1-$10,000
During the Funds' fiscal year ended in 2009, the Board of ABIF met 9 times;
of AGHIF, 9 times; of ANMIF, 8 times; of ACMIF, 8 times and of ANYMIF, 8 times.
The Funds do not have a policy that requires a Director to attend annual
meetings of stockholders.
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 2009, 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. During the Funds' fiscal year ended in 2009, the Governance
and Nominating Committee of ABIF met 4 times; of AGHIF, 4 times; of ANMIF, 4
times; of ACMIF, 4 times; and of ANYMIF, 4 times.
7
Each Fund's Board 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 a
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 the 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.
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 Shareholder Inquiry Agency Agreements. During
the Funds' fiscal year ended in 2009, the Independent Directors Committee of
ABIF met 7 times; of AGHIF, 6 times; of ANMIF, 7 times; of ACMIF, 7 times; and
of ANYMIF, 7 times.
8
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.
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 2009, the aggregate compensation paid
to the Directors during calendar year 2009 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
Companies Portfolios
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 2009 2009 Trustee Trustee
---------------------- ----------------- ----------------- ----------------- -----------------
John H. Dobkin $ 6,226.21 ABIF $242,200 32 88
$ 5,369.75 AGHIF
$ 6,108.00 ANMIF
$ 6,108.00 ACMIF
$ 6,108.00 ANYMIF
Michael J. Downey $ 5,626.21 ABIF $241,000 32 88
$ 5,369.75 AGHIF
$ 6,108.00 ANMIF
$ 6,108.00 ACMIF
$ 6,108.00 ANYMIF
William H. Foulk, Jr. $11,126.96 ABIF $484,400 34 90
$10,118.75 AGHIF
$10,981.00 ANMIF
$10,981.00 ACMIF
$10,981.00 ANYMIF
9
Number of Number of
Investment Investment
Companies Portfolios
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 2009 2009 Trustee Trustee
------------------------ ------------------ ----------------- ----------------- -----------------
D. James Guzy $6,226.21 ABIF $241,000 32 88
$5,369.75 AGHIF
$6,108.00 ANMIF
$6,108.00 ACMIF
$6,108.00 ANYMIF
Nancy P. Jacklin $6,226.21 ABIF $242,200 32 88
$5,369.75 AGHIF
$6,108.00 ANMIF
$6,108.00 ACMIF
$6,108.00 ANYMIF
Garry L. Moody $7,028.96 ABIF $270,200 31 87
$6,174.75 AGHIF
$6,905.00 ANMIF
$6,905.00 ACMIF
$6,905.00 ANYMIF
Marshall C. Turner, Jr. $6,226.21 ABIF $242,200 32 88
$5,369.75 AGHIF
$6,108.00 ANMIF
$6,108.00 ACMIF
$6,108.00 ANYMIF
Earl D. Weiner $6,647.71 ABIF $260,200 32 88
$5,777.00 AGHIF
$6,527.00 ANMIF
$6,527.00 ACMIF
$6,527.00 ANYMIF
10
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
three 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 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 on any
proposal as to which the Meeting is proposed to be adjourned will be voted
against adjournment of the Meeting.
11
Each Fund has engaged Computershare, 199 Water Street, 26/th/ Floor, New
York, New York 10038, to assist in soliciting proxies for the Meeting.
Computershare will receive a total fee of approximately $4,000 for its
services, to be divided equally among the Funds ($800 per Fund).
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 until his or her
successor is duly elected and qualifies.
Name, Address* Position(s) (Month and Year Principal Occupation During
and Age First Elected) Past 5 Years
-------------- -------------------------------- ---------------------------------
Robert M. Keith President and Chief Executive See biography above.
49 Officer, all Funds (09/08)
Philip L. Kirstein Senior Vice President and Senior Vice President and
64 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 to October 2004, and
General Counsel of Merrill
Lynch Investment Managers,
L.P. since prior to 2005.
Robert (Guy) B. Davidson III Senior Vice President, Senior Vice President of the
48 ANMIF (4/02) Adviser**, with which he has
ACMIF (4/02) been associated since prior to
ANYMIF (4/02) 2005.
Douglas J. Peebles Senior Vice President, Executive Vice President of the
44 ANMIF (6/04) Adviser**, with which he has
ACMIF (6/04) been associated since prior to
ANYMIF (6/04) 2005.
Vice President,
ABIF (8/02)
Michael G. Brooks Vice President, Senior Vice President and
61 ANMIF (10/05) Senior Portfolio Manager of the
ACMIF (10/05) Adviser**, with which he has
ANYMIF (10/05) been associated since prior to
2005.
12
Name, Address* Position(s) (Month and Year Principal Occupation During
and Age First Elected) Past 5 Years
-------------- ------------------------------ ---------------------------------
Fred S. Cohen Vice President, Senior Vice President of the
51 ACMIF (10/05) Adviser**, with which he has
ANMIF (10/05) been associated since prior to
ANYMIF (10/05) 2005.
Paul J. DeNoon Vice President, Senior Vice President of the
47 ABIF (3/93) Adviser**, with which he has
AGHIF (4/94) been associated since prior to
2005.
Gershon M. Distenfeld Vice President, Vice President of the
34 ABIF (3/06) Adviser**, with which he has
been associated since prior to
2005.
Terrance T. Hults Vice President, Senior Vice President of the
43 ANMIF (12/01) Adviser**, with which he has
ACMIF (12/01) been associated since prior to
ANYMIF (12/01) 2005.
Michael L. Mon Vice President, Vice President of the
40 ABIF (4/00) Adviser**, with which he has
been associated since prior to
2005.
Matthew S. Sheridan Vice President, Vice President of the
34 ABIF (11/08) Adviser**, with which he has
been associated since prior to
2005.
Joseph J. Mantineo Treasurer and Chief Financial Senior Vice President of
50 Officer, all Funds (8/06) AllianceBernstein Investor
Services, Inc. ("ABIS")**, with
which he has been associated
since prior to 2005.
Phyllis J. Clarke Controller, Vice President of ABIS**, with
49 ABIF (11/08) which she has been associated
ANMIF (5/09) since prior to 2005.
ACMIF (5/09)
ANYMIF (5/09)
Stephen Woetzel Controller, Vice President of ABIS**, with
38 AGHIF (5/09) which he has been associated
since prior to 2005.
Emilie D. Wrapp Secretary, Senior Vice President, Assistant
54 all Funds (10/05) General Counsel and Assistant
Secretary of ABI**, with which
she has been associated since
prior to 2005.
--------
* The address for the Funds' officers is 1345 Avenue of the Americas, New
York, New York 10105.
** An affiliate of each of the Funds.
13
Stock Ownership
The outstanding voting shares of ABIF, AGHIF, ANMIF, ACMIF and ANYMIF as of
the Record Date consisted of 242,911,697 shares of common stock of ABIF,
85,171,832 shares of common stock of AGHIF, 28,682,543 shares of common stock
of ANMIF, 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, 8,536,533 shares
of common stock and 1,451 shares of each of Auction Preferred Shares, Series M
and Series T of ACMIF and 4,826,667 shares of common stock and 816 shares of
each of Auction Preferred Shares, Series M and Series T of ANYMIF.
As of February 5, 2010, 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 US Investors & Financial Advisors/Investment Products/Mutual
Funds/Closed-End). The purposes of the Audit Committee are to (1) assist the
Board 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
14
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 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 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 -- Chairman
William H. Foulk, Jr. Marshall C. Turner, Jr.
D. James Guzy Earl D. Weiner
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 approved the
independent registered public accounting firm of each Fund as required by the
Act on the date specified
15
below. The Board of each of the Funds at meetings held on February 3-5, 2009
(AGHIF) and November 3-5, 2009 (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 (for the fiscal year ending) of AGHIF (March 31, 2010),
ANMIF, ACMIF and ANYMIF (October 31, 2010) and ABIF (December 31, 2010).
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"), 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
Provided to
All Other the Fund,
Fees for the
Services Adviser
Audit Provided and Service
Audit Fees Related Fees Tax Fees to Fund Affiliates*
---------- ------------ -------- --------- ------------
AllianceBernstein 2008 $80,200 $ 6,373 $35,114 $0 $ 879,179
Income Fund, Inc. 2009 $68,902 $10,000 $19,692 $0 $ 962,264
AllianceBernstein 2008 $63,000 $12,200 $10,807 $0 $1,103,883
Global High Income Fund, Inc. 2009 $67,200 $ 6,350 $21,166 $0 $ 536,950
16
All Fees for
Non-Audit
Services
Provided to
All Other the Fund,
Fees for the
Services Adviser
Audit Provided and Service
Audit Fees Related Fees Tax Fees to Fund Affiliates*
---------- ------------ -------- --------- ------------
AllianceBernstein 2008 $53,500 $19,039 $13,300 $0 $994,329
National Municipal Income Fund, Inc. 2009 $48,000 $ 8,000 $ 5,500 $0 $788,157
Alliance California 2008 $53,500 $19,039 $13,300 $0 $994,329
Municipal Income Fund, Inc. 2009 $48,000 $ 8,000 $ 5,500 $0 $788,157
Alliance New York 2008 $53,500 $19,039 $13,300 $0 $994,329
Municipal Income Fund, Inc. 2009 $48,000 $ 8,000 $ 5,500 $0 $788,157
--------
* 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 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 2009 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 2009 were ABIF,
$273,538 (comprising $253,846 of audit related fees and $19,692 of tax fees);
AGHIF, $27,516 (comprising $6,350 of audit related fees and $21,166 of tax
fees); ANMIF, $257,346 (comprising $251,846 of audit related fees and $5,500 of
tax fees); ACMIF, $257,346 (comprising $251,846 of audit related fees and
$5,500 of tax fees); and ANYMIF, $257,346 (comprising $251,846 of audit related
fees and $5,500 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 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.
17
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 16, 2010, 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 Advi- common stock 1,980,738 6.90%
sors L.P. and The Charger Corporation (120
East Liberty Drive, Suite 400, Wheaton,
Illinois 60187)
ANMIF Citigroup Global Markets, Inc., Citigroup auction rate 2,878 29.70%
Financial Products, Inc., Citigroup Global preferred stock
Markets Holdings, Inc. and Citigroup, Inc.
(388 Greenwich Street, New York, New
York 10013)
ANMIF UBS AG on behalf of UBS Securities LLC auction rate 1,011 16.60%
and UBS Financial Services Inc. preferred stock
(Bahnhofstrasse 45, P.O. Box CH-8021,
Zurich, Switzerland)
ANMIF Bank of America Corp., Merrill Lynch, auction rate 3,202 16.60%
Pierce, Fenner & Smith, Inc. and Bank of preferred stock
America N.A. (Bank of America Corporate
Center, 100 North Tryon Street, Charlotte,
North Carolina 28255)
ACMIF First Trust Portfolios L.P., First Trust Advi- common stock 605,330 7.1%
sors L.P. and The Charger Corporation (120
East Liberty Drive, Suite 400, Wheaton,
Illinois 60187)
ACMIF Citigroup Global Markets, Inc., Citigroup auction rate 1,454 50.10%
Financial Products, Inc., Citigroup Global preferred stock
Markets Holdings, Inc. and Citigroup, Inc.
(388 Greenwich Street, New York, New
York 10013)
ACMIF UBS AG on behalf of UBS Securities LLC auction rate 346 11.92%
and UBS Financial Services, Inc. preferred stock
(Bahnhofstrasse 45, P.O. Box CH-8021,
Zurich, Switzerland)
18
Number
Fund Shareholder (Address) Class of Shares of Shares Percentage
---- ------------------------------------------- --------------- --------- ----------
ACMIF Bank of America Corp., Merrill Lynch, auction rate 1,550 26.70%
Pierce Fenner & Smith, Inc. and Bank of preferred stock
America N.A. (Bank of America Corpo-
rate Center, 100 North Tryon Street, Char-
lotte, North Carolina 28255)
ANYMIF Citigroup Global Markets, Inc., Citigroup auction rate 848 52.0%
Financial Products, Inc., Citigroup Global preferred stock
Markets Holdings, Inc. and Citigroup, Inc.
(388 Greenwich Street, New York, New
York 10013)
ANYMIF Bank of America Corp, and Merrill auction rate 1,163 35.60%
Lynch, Pierce, Fenner & Smith Inc. (4 preferred stock
World Financial Center, 250 Vesey Street,
New York, New York 10080)
ANYMIF UBS AG on behalf of UBS Securities auction rate 96 5.88%
LLC and UBS Financial Services Inc. preferred stock
(Bahnhofstrasse 45, P.O. Box CH-8021,
Zurich, Switzerland)
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 21,
2010 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 2011 Annual
Meeting of Stockholders, a stockholder proposal that is not otherwise
includable in the Proxy Statement for the 2011 Annual Meeting must be delivered
by a stockholder of record to the Fund no sooner than September 21, 2010 and no
later than October 21, 2010.
The persons named as proxies for the 2011 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
21, 2010 and no later than October 21, 2010. If a Fund receives such timely
notice, these persons will not have this authority except as provided in the
applicable rules of the SEC.
19
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 Donavon Diez at AllianceBernstein L.P., 1345 Avenue
of the Americas, New York, New York 10105.
By Order of the Boards of Directors,
Robert M. Keith
President
February 18, 2010
New York, New York
20
TABLE OF CONTENTS Page
---------------------------------- ----
Introduction...................... 1
Proposal One: Election of
Directors........................ 2
Proxy Voting and Stockholder
Meeting.......................... 11
Information as to the Investment
Adviser and the Administrator of
the Funds........................ 17
Other Matters..................... 18
Submission of Proposals for the
Next Annual Meeting of
Stockholders..................... 19
Reports to Stockholders........... 20
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 18, 2010
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 31, 2010
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 Kristine Antoja, 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 31, 2010 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 One nominees listed
(terms expire 2013).
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
/ / / / / /
Michael J. Downey / /
Nancy P. Jacklin / /
John H. Dobkin / /
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 __________, 2010
SK 00250 0209 1073133