SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number: 811-07916 AllianceBernstein Utility Income Fund, Inc. (Exact name of registrant as specified in charter) Alliance Capital Management L.P. 1345 Avenue of the Americas, New York, New York l0105 (Address of Principal Executive Office) (Zip Code) Registrant's Telephone Number, including Area Code: (800) 221-5672 MARK R. MANLEY Alliance Capital Management L.P. 1345 Avenue of the Americas New York, New York l0105 (Name and address of agent for service) Copies of communications to: Patricia A. Poglinco Seward & Kissel LLP One Battery Park Plaza New York, New York 10004 Date of fiscal year end: November 30 Date of reporting period: July 1, 2004 - June 30, 2005 Item 1. Proxy Voting Record. ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-07916 Reporting Period: 07/01/2004 - 06/30/2005 AllianceBernstein Utility Income Fund, Inc. ================= ALLIANCEBERNSTEIN UTILITY INCOME FUND, INC. ================== AES CORP., THE Ticker: AES Security ID: 00130H105 Meeting Date: APR 28, 2005 Meeting Type: Annual Record Date: MAR 3, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard Darman For For Management 1.2 Elect Director Paul T. Hanrahan For For Management 1.3 Elect Director Kristina M. Johnson For For Management 1.4 Elect Director John A. Koskinen For For Management 1.5 Elect Director Philip Lader For For Management 1.6 Elect DirectorJohn H. McArthur For For Management 1.7 Elect Director Sandra O. Moose For For Management 1.8 Elect Director Philip A. Odeen For For Management 1.9 Elect Director Charles O. Rossotti For For Management 1.10 Elect Director Sven Sandstrom For For Management 1.11 Elect Director Roger W. Sant For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- AGL RESOURCES INC. Ticker: ATG Security ID: 001204106 Meeting Date: APR 27, 2005 Meeting Type: Annual Record Date: FEB 18, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas D. Bell, Jr. For For Management 1.2 Elect Director Arthur E. Johnson For For Management 1.3 Elect Director Paula Rosput Reynolds For For Management 1.4 Elect Director James A. Rubright For For Management 1.5 Elect Director Bettina M. Whyte For For Management 2 Amend Articles For For Management 3 Amend Nonqualified Employee Stock For For Management Purchase Plan 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ALLIANT ENERGY CORP. Ticker: LNT Security ID: 018802108 Meeting Date: MAY 19, 2005 Meeting Type: Annual Record Date: MAR 30, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William D. Harvey For For Management 1.2 Elect Director Singleton B. McAllister For For Management 1.3 Elect Director Anthony R. Weiler For For Management - -------------------------------------------------------------------------------- AMEREN CORPORATION Ticker: AEE Security ID: 023608102 Meeting Date: APR 26, 2005 Meeting Type: Annual Record Date: MAR 4, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Susan S. Elliott For For Management 1.2 Elect Director Gayle P.W. Jackson For For Management 1.3 Elect Director James C. Johnson For For Management 1.4 Elect Director Richard A. Liddy For For Management 1.5 Elect Director Gordon R. Lohman For For Management 1.6 Elect Director Richard A. Lumpkin For For Management 1.7 Elect Director Paul L. Miller, Jr. For For Management 1.8 Elect Director Charles W. Mueller For For Management 1.9 Elect Director Douglas R. Oberhelman For For Management 1.10 Elect Director Gary L. Rainwater For For Management 1.11 Elect Director Harvey Saligman For For Management 1.12 Elect Director Patrick T. Stokes For For Management 2 Ratify Auditors For For Management 3 Report on Risks of Nuclear Waste Storage Against Against Shareholder 4 Require Independent Director To Serve As Against Against Shareholder Chairman Of The Board - -------------------------------------------------------------------------------- AQUA AMERICA, INC. Ticker: WTR Security ID: 03836W103 Meeting Date: MAY 19, 2005 Meeting Type: Annual Record Date: MAR 28, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mary C. Carroll For For Management 1.2 Elect Director Dr. Constantine Papadakis For For Management - -------------------------------------------------------------------------------- ATMOS ENERGY CORP. Ticker: ATO Security ID: 049560105 Meeting Date: FEB 9, 2005 Meeting Type: Annual Record Date: DEC 15, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Travis W. Bain, III For For Management 1.2 Elect Director Dan Busbee For For Management 1.3 Elect Director Richard K. Gordon For For Management 1.4 Elect Director Gene C. Koonce For For Management 1.5 Elect Director Nancy K. Quinn For For Management 2 Increase Authorized Common Stock For For Management - -------------------------------------------------------------------------------- BELLSOUTH CORP. Ticker: BLS Security ID: 079860102 Meeting Date: APR 25, 2005 Meeting Type: Annual Record Date: MAR 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director F. Duane Ackerman For For Management 1.2 Elect Director Reuben V. Anderson For For Management 1.3 Elect Director James H. Blanchard For For Management 1.4 Elect Director J. Hyatt Brown For For Management 1.5 Elect Director Armando M. Codina For For Management 1.6 Elect Director Kathleen F. Feldstein For For Management 1.7 Elect Director James P. Kelly For For Management 1.8 Elect Director Leo F. Mullin For For Management 1.9 Elect Director William S. Stavropoulos For For Management 1.10 Elect Director Robin B. Smith For For Management 2 Ratify Auditors For For Management 3 Political Contributions Against Against Shareholder - -------------------------------------------------------------------------------- C.A. NACIONAL TELEFONOS DE VENEZUELA (CANTV) Ticker: Security ID: 204421101 Meeting Date: DEC 7, 2004 Meeting Type: Special Record Date: NOV 11, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 THE BOARD OF DIRECTORS RECOMMENDS THE For For Management APPROVAL OF THE PAYMENT OF A DIVIDEND FOR 2004 OF BS. 120 PER SHARE AND BS. 840 PER ADS REPRESENTING US$0.4375 PER ADS (CONVENIENCE US$ CONVERSION AT THE CURRENT OFFICAL EXCHANGE RATE OF BS. 1,920 PER US$) TO BE PAID - -------------------------------------------------------------------------------- C.A. NACIONAL TELEFONOS DE VENEZUELA (CANTV) Ticker: Security ID: 204421101 Meeting Date: MAR 31, 2005 Meeting Type: Annual Record Date: MAR 1, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 THE APPROVAL OF THE ANNUAL REPORT AND For For Management FINANCIAL STATEMENTS OF THE COMPANY FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004. 2 THE APPROVAL OF THE PAYMENT OF AN For For Management ORDINARY DIVIDEND FOR 2005 OF BS. 505 PER SHARE REPRESENTING US$ 1.64 PER ADS. 3 ELECTION OF: GUSTAVO ROOSEN (PRINCIPAL) For For Management AND VICENTE LLATAS (ALTERNATE) 4 ELECTION OF: DANIEL C. PETRI (PRINCIPAL) For For Management AND MIKE PAWLOWSKI (ALTERNATE) 5 ELECTION OF: JOHN LACK (PRINCIPAL) AND For For Management CHARLES FALLINI (ALTERNATE) 6 ELECTION OF: EDWARD MCQUAID (PRINCIPAL) For For Management AND LUIS ESTEBAN PALACIOS (ALTERNATE) 7 ELECTION OF: RUTH DE KRIVOY (PRINCIPAL) For For Management AND VICTOR VERA (ALTERNATE) 8 ELECTION OF: RICARDO HAUSMANN (PRINCIPAL) For For Management AND GERMAN GARCIA VELUTINI (ALTERNATE) 9 ELECTION OF: LORENZO MENDOZA GIMENEZ For For Management (PRINCIPAL) AND PELAYO DE PEDRO (ALTERNATE) 10 APPROVAL OF ESPINEIRA, SHELDON Y For For Management ASOCIADOS- MEMBER FIRM OF PRICEWATERHOUSECOOPERS, AS EXTERNAL AUDITORS FOR 2005. 11 Elect Supervisory Board (and Alternates) For For Management and Fix Their Remuneration 12 AUTHORIZATION OF ISSUANCE OF BONDS AND For For Management COMMERICAL PAPERS FOR 2005. - -------------------------------------------------------------------------------- CINERGY CORP. Ticker: CIN Security ID: 172474108 Meeting Date: MAY 5, 2005 Meeting Type: Annual Record Date: MAR 4, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas E. Petry For For Management 1.2 Elect Director Mary L. Schapiro For For Management 1.3 Elect Director Philip R. Sharp For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CMS ENERGY CORP. Ticker: CMS Security ID: 125896100 Meeting Date: MAY 20, 2005 Meeting Type: Annual Record Date: MAR 31, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Merribel S. Ayers For For Management 1.2 Elect Director Richard M. Gabrys For For Management 1.3 Elect Director Earl D. Holton For For Management 1.4 Elect Director David W. Joos For For Management 1.5 Elect Director Philip R. Lochner, Jr. For For Management 1.6 Elect Director Michael T. Monahan For For Management 1.7 Elect Director Joseph F. Paquette, Jr. For For Management 1.8 Elect Director Percy A. Pierre For For Management 1.9 Elect Director S. Kinnie Smith, Jr. For For Management 1.10 Elect Director Kenneth L. Way For For Management 1.11 Elect Director Kenneth Whipple For For Management 1.12 Elect Director John B. Yasinsky For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CONSOLIDATED EDISON, INC. Ticker: ED Security ID: 209115104 Meeting Date: MAY 16, 2005 Meeting Type: Annual Record Date: MAR 28, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Vincent A. Calarco For For Management 1.2 Elect Director George Campbell, Jr. For For Management 1.3 Elect Director Gordon J. Davis For For Management 1.4 Elect Director Michael J. Del Giudice For For Management 1.5 Elect Director Joan S. Freilich For For Management 1.6 Elect Director Ellen V. Futter For For Management 1.7 Elect Director Sally Hernandez For For Management 1.8 Elect Director Peter W. Likins For For Management 1.9 Elect Director Eugene R. McGrath For For Management 1.10 Elect Director Frederic V. Salerno For For Management 1.11 Elect Director Stephen R. Volk For For Management 2 Ratify Auditors For For Management 3 Report on Executive Compensation Against For Shareholder - -------------------------------------------------------------------------------- CONSTELLATION ENERGY GROUP, INC. Ticker: CEG Security ID: 210371100 Meeting Date: MAY 20, 2005 Meeting Type: Annual Record Date: MAR 18, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Yves C. de Balmann For For Management 1.2 Elect Director Freeman A. Hrabowski, III For For Management 1.3 Elect Director Nancy Lampton For For Management 1.4 Elect Director Lynn M. Martin For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CPFL ENERGIA S A Ticker: Security ID: 126153105 Meeting Date: APR 29, 2005 Meeting Type: Annual/Special Record Date: APR 4, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 PRESENTATION OF THE MANAGEMENT REPORT, For For Management EXAMINE, DISCUSS AND VOTE ON THE COMPANY S FINANCIAL STATEMENTS, THE REPORT OF THE INDEPENDENT AUDITORS AND THE REPORT OF THE FISCAL COUNCIL FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004. 2 APPROVE THE PROPOSAL FOR THE For For Management APPROPRIATION OF THE NET INCOME FOR THE FISCAL YEAR 2004 AND THE DIVIDEND DISTRIBUTION. 3 ELECT THE STATUTORY MEMBERS AND For For Management ALTERNATES TO THE BOARD OF DIRECTORS. 4 ESTABLISH MANAGEMENT S GLOBAL For For Management COMPENSATION. 5 ELECT EFFECTIVE MEMBERS AND ALTERNATES TO For For Management THE FISCAL COUNCIL AND ESTABLISH THEIR FEES. 6 ARTICLE 5: TO RESTATE THE CURRENT For Against Management MONETARY VALUE AND QUANTITY OF SHARES REPRESENTING THE COMPANY S CAPITAL STOCK. 7 ARTICLE 20: TO REDUCE THE TERM OF OFFICE For Against Management OF THE BOARD OF EXECUTIVE OFFICERS FROM 3 TO 2 YEARS. - -------------------------------------------------------------------------------- CPFL ENERGIA S A Ticker: Security ID: 126153105 Meeting Date: JUN 20, 2005 Meeting Type: Special Record Date: MAY 25, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 EXAMINE, DISCUSS AND APPROVE THE PRIVATE For For Management PROTOCOL AND JUSTIFICATION INSTRUMENT FOR THE INCORPORATION OF SHARES OF CPFL GERACAO DE ENERGIA S.A. ( CPFL GERACAO ) BY THE COMPANY. 2 RATIFY THE DECISION OF HIRING BANCO For For Management PACTUAL IN ORDER TO PREPARE THE VALUATION REPORTS OF THE NET EQUITY OF THE COMPANY AND CPFL GERACAO 3 RATIFY THE DECISION OF HIRING BANCO For For Management PACTUAL IN ORDER TO PREPARE THE VALUATION REPORTS OF THE NET EQUITY OF THE COMPANY AND CPFL GERACAO 4 APPROVE THE VALUATION REPORTS REFERRED IN For For Management ITEMS (2) AND (3) ABOVE 5 APPROVE THE INCORPORATION OF SHARES OF For For Management CPFL GERACAO DE ENERGIA S.A. ( CPFL GERACAO ) BY THE COMPANY 6 AUTHORIZE THE ACCOMPLISHMENT OF THE For For Management INCREASE OF CPFL ENERGIA S CAPITAL STOCK 7 AUTHORIZE COMPANY S BOARD OF DIRECTORS TO For For Management PREPARE SPECIAL BALANCE SHEETS WITH A BASE DATE OF APRIL 30, 2005. 8 AUTHORIZE COMPANY S MANAGEMENT TO MAKE For For Management ARRANGEMENTS AND TO TAKE ANY NECESSARY MEASURE TO THE IMPLEMENTATION OF THE INCORPORATION OF SHARES SUBJECT OF THIS CURRENT CONVENING NOTICE. - -------------------------------------------------------------------------------- DATANG INTERNATIONAL POWER GENERATION COMPANY LIMITED(FORMER Ticker: Security ID: Y20020106 Meeting Date: JUN 21, 2005 Meeting Type: Annual Record Date: MAY 20, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Report of the Board of Directors For For Management 2 Accept Report of the Supervisory For For Management Committee 3 Accept Financial Statements and Statutory For For Management Reports 4 Approve Budget for the Year 2005 For For Management 5 Approve Profit Distribution Plan For For Management 6 Reappoint PricewaterhouseCoopers Zhong For For Management Tian Certified Public Accountants Co. Ltd. and PricewaterhouseCoopers as Domestic and International Auditors Respectively and Authorize Board to Fix Their Remuneration 7 Approve Investment Plans For Abstain Management 8 Approve Remuneration Scheme for Directors For For Management and Supervisors 9 Other Business (Voting) For Against Management 1 Amend Articles Re: Transfer of 13 Percent For For Management Stake in the Company 2 Approve Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights 3a Approve Refreshment of the Validity For For Management Period of the A Shares Issue 3b Approve Refreshment of the Validity For For Management Period of the Private Placement Arrangements 4 Other Business (Voting) For Against Management - -------------------------------------------------------------------------------- DATANG INTERNATIONAL POWER GENERATION COMPANY LIMITED(FORMER Ticker: Security ID: Y20020106 Meeting Date: JUN 21, 2005 Meeting Type: Special Record Date: MAY 20, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Refreshment of the Validity For For Management Period of the A Shares Issue - -------------------------------------------------------------------------------- DOMINION RESOURCES, INC. Ticker: D Security ID: 25746U109 Meeting Date: APR 22, 2005 Meeting Type: Annual Record Date: FEB 25, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter W. Brown For For Management 1.2 Elect Director Ronald J. Calise For For Management 1.3 Elect Director Thos. E. Capps For For Management 1.4 Elect Director George A. Davidson, Jr. For For Management 1.5 Elect Director Thomas F. Farrell, II For For Management 1.6 Elect Director John W. Harris For For Management 1.7 Elect Director Robert S. Jepson, Jr. For For Management 1.8 Elect Director Mark J. Kington For For Management 1.9 Elect Director Benjamin J. Lambert, III For For Management 1.10 Elect Director Richard L. Leatherwood For For Management 1.11 Elect Director Margaret A. McKenna For For Management 1.12 Elect Director Kenneth A. Randall For For Management 1.13 Elect Director Frank S. Royal For For Management 1.14 Elect Director S. Dallas Simmons For For Management 1.15 Elect Director David A. Wollard For For Management 2 Approve Non-Employee Director Omnibus For For Management Stock Plan 3 Approve Omnibus Stock Plan For For Management 4 Ratify Auditors For For Management 5 Report on Greenhouse Gas Emissions Against Against Shareholder - -------------------------------------------------------------------------------- DTE ENERGY CO. Ticker: DTE Security ID: 233331107 Meeting Date: APR 28, 2005 Meeting Type: Annual Record Date: FEB 28, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lillian Bauder For For Management 1.2 Elect Director Josue Robles Jr. For For Management 1.3 Elect Director Howard F. Sims For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- DUKE ENERGY CORP. Ticker: DUK Security ID: 264399106 Meeting Date: MAY 12, 2005 Meeting Type: Annual Record Date: MAR 14, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Roger Agnelli For For Management 1.2 Elect Director G. Alex Bernhardt, Sr. For For Management 1.3 Elect Director Dennis R. Hendrix For For Management 1.4 Elect Director A. Max Lennon For For Management 2 Declassify the Board of Directors For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- EDISON INTERNATIONAL Ticker: EIX Security ID: 281020107 Meeting Date: MAY 19, 2005 Meeting Type: Annual Record Date: MAR 21, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John E. Bryson For For Management 1.2 Elect Director France A. Cordova For For Management 1.3 Elect Director Thomas C. Sutton For For Management 1.4 Elect Director Bradford M. Freeman For For Management 1.5 Elect Director Bruce Karatz For For Management 1.6 Elect Director Luis G. Nogales For For Management 1.7 Elect Director Ronald L. Olson For For Management 1.8 Elect Director James M. Rosser For For Management 1.9 Elect Director Richard T. Schlosberg, For For Management III 1.10 Elect Director Robert H. Smith For For Management 2 Submit Severance Agreement Against For Shareholder (Change-in-Control) to Shareholder Vote - -------------------------------------------------------------------------------- ENTERGY CORP. Ticker: ETR Security ID: 29364G103 Meeting Date: MAY 13, 2005 Meeting Type: Annual Record Date: MAR 16, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Maureen Scannell Bateman For For Management 1.2 Elect Director W. Frank Blount For For Management 1.3 Elect Director Simon D. deBree For For Management 1.4 Elect Director Claiborne P. Deming For For Management 1.5 Elect Director Alexis Herman For For Management 1.6 Elect Director Donald C. Hintz For For Management 1.7 Elect Director J. Wayne Leonard For For Management 1.8 Elect Director Robert v.d. Luft For For Management 1.9 Elect Director Kathleen A. Murphy For For Management 1.10 Elect Director James R. Nichols For For Management 1.11 Elect Director William A. Percy, II For For Management 1.12 Elect Director Dennis H. Reilley For For Management 1.13 Elect Director Steven V. Wilkinson For For Management 2 Ratify Auditors For For Management 3 Require the Chairman of the Board Be an Against Against Shareholder Independent Director 4 Require a Majority Vote for the Election Against For Shareholder of Directors - -------------------------------------------------------------------------------- EQUITABLE RESOURCES, INC. Ticker: EQT Security ID: 294549100 Meeting Date: APR 13, 2005 Meeting Type: Annual Record Date: FEB 14, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Vicky A. Bailey For For Management 2.1 Elect Director Phyllis A Domm, Ed.D For For Management 2.2 Elect Director David L. Porges For For Management 2.3 Elect Director James E. Rohr For For Management 2.4 Elect Director David S. Shapira For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- FPL GROUP, INC. Ticker: FPL Security ID: 302571104 Meeting Date: MAY 20, 2005 Meeting Type: Annual Record Date: MAR 22, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Director H. Jesse Arnelle For For Management 1.2 Elect Director Director Sherry S. Barrat For For Management 1.3 Elect Director Director Robert M. Beall, For For Management II 1.4 Elect Director Director J. Hyatt Brown For For Management 1.5 Elect Director Director James L. Camaren For For Management 1.6 Elect Director Director Lewis Hay, III For For Management 1.7 Elect Director Director Rudy E. Schupp For For Management 1.8 Elect Director Director Michael H. For For Management Thaman 1.9 Elect Director Director Hansel E. For For Management Tookes, II 1.10 Elect Director Director Paul R. For For Management Tregurtha 1.11 Elect Director Director Frank G. Zarb For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- HONG KONG AND CHINA GAS CO. LTD. Ticker: HORCY Security ID: Y33370100 Meeting Date: MAY 4, 2005 Meeting Type: Annual Record Date: APR 19, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and Statutory For For Management Reports 2 Approve Final Dividend For For Management 3a Reelect Lee Ka Kit as Director For For Management 3b Reelect Leung Hay Man as Director For Against Management 4 Reappoint PricewaterhouseCoopers as For For Management Auditors and Authorize Board to Fix Their Remuneration 5 Approve Remuneration of Each Director of For For Management HK$130,000 Per Annum and an Additional Fee for the Chairman of HK$130,000 Per Annum 6a Approve Repurchase of Up to 10 Percent of For For Management Issued Capital 6b Approve Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights 6c Authorize Reissuance of Repurchased For For Management Shares 6d Amend Articles Re: Retirement of For For Management Directors - -------------------------------------------------------------------------------- HUANENG POWER INTERNATIONAL INC. Ticker: HNP Security ID: 443304100 Meeting Date: SEP 28, 2004 Meeting Type: Special Record Date: AUG 26, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 AMENDMENTS TO ARTICLES OF ASSOCIATION For For Management 2 APPOINT HUANG YONGDA AS DIRECTOR For For Management 3 APPOINT LIU SHUYUAN AS DIRECTOR For For Management 4 APPOINT LIU JIPENG AS INDEPENDENT For For Management DIRECTOR 5 MANDATE TO ISSUE US$300 MILLION For Against Management CONVERTIBLE BONDS ( CB ) WITHIN 12 MONTHS 6 AUTHORISE DIRECTORS TO DETERMINE THE For Against Management TERMS OF CB 7 AUTHORISE DIRECTORS TO ISSUE H SHARES For Against Management PURSUANT TO CB 8 AUTHORISE TO INCREASE SHARE CAPITAL & For Against Management AMEND ARTICLES PURSUANT TO CB 9 MANDATE TO ISSUE US$300 MILLION For Against Management CONVERTIBLE BONDS ( CB ) WITHIN 12 MONTHS 10 AUTHORISE DIRECTORS TO DETERMINE THE For Against Management TERMS OF CB 11 AUTHORISE DIRECTORS TO ISSUE H SHARES For Against Management PURSUANT TO CB 12 AUTHORISE TO INCREASE SHARE CAPITAL & For Against Management AMEND ARTICLES PURSUANT TO CB - -------------------------------------------------------------------------------- KINDER MORGAN, INC. Ticker: KMI Security ID: 49455P101 Meeting Date: MAY 10, 2005 Meeting Type: Annual Record Date: MAR 10, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael C. Morgan For For Management 1.2 Elect Director Stewart A. Bliss For For Management 1.3 Elect Director Edward Randall, III For For Management 2 Increase Authorized Common Stock For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Approve Non-Employee Director Omnibus For For Management Stock Plan 5 Ratify Auditors For For Management - -------------------------------------------------------------------------------- NEW JERSEY RESOURCES CORP. Ticker: NJR Security ID: 646025106 Meeting Date: JAN 19, 2005 Meeting Type: Annual Record Date: DEC 10, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Nina Aversano For For Management 1.2 Elect Director Dorothy K. Light For For Management 1.3 Elect Director David A. Trice For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- NEXTEL PARTNERS, INC. Ticker: NXTP Security ID: 65333F107 Meeting Date: MAY 12, 2005 Meeting Type: Annual Record Date: MAR 25, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Adam Aron For For Management 1.2 Elect Director John Chapple For For Management 1.3 Elect Director Steven B. Dodge For For Management 1.4 Elect Director Timothy Donahue For For Management 1.5 Elect Director Arthur W. Harrigan, Jr. For For Management 1.6 Elect Director James N. Perry, Jr. For For Management 1.7 Elect Director Caroline H. Rapking For For Management 1.8 Elect Director Dennis M. Weibling For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- NORTHWEST NATURAL GAS CO. Ticker: NWN Security ID: 667655104 Meeting Date: MAY 26, 2005 Meeting Type: Annual Record Date: APR 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kenneth Thrasher For For Management 1.2 Elect Director Martha L. Stormy Byorum For For Management 1.3 Elect Director John D. Carter For For Management 1.4 Elect Director C. Scott Gibson For For Management 1.5 Elect Director Richard G. Reiten For For Management - -------------------------------------------------------------------------------- NSTAR Ticker: NST Security ID: 67019E107 Meeting Date: APR 28, 2005 Meeting Type: Annual Record Date: MAR 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charles K. Gifford For For Management 1.2 Elect Director Paul A. La Camera For For Management 1.3 Elect Director Sherry H. Penney For For Management 1.4 Elect Director William C. Van Faasen For For Management 2 Ratify Auditors For For Management 3 Increase Authorized Common Stock For For Management - -------------------------------------------------------------------------------- ONEOK, INC. Ticker: OKE Security ID: 682680103 Meeting Date: MAY 19, 2005 Meeting Type: Annual Record Date: MAR 23, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James C. Day For For Management 1.2 Elect Director David L. Kyle For For Management 1.3 Elect Director Bert H. Mackie For For Management 1.4 Elect Director Mollie B. Williford For For Management 1.5 Elect Director Eduardo A. Rodriguez For For Management 2 Approve Omnibus Stock Plan For For Management 3 Amend Qualified Employee Stock Purchase For For Management Plan 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- PG&E CORP. Ticker: PCG Security ID: 69331C108 Meeting Date: APR 20, 2005 Meeting Type: Annual Record Date: FEB 22, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David R. Andrews For For Management 1.2 Elect Director Leslie S. Biller For For Management 1.3 Elect Director David A. Coulter For For Management 1.4 Elect Director C. Lee Cox For For Management 1.5 Elect Director Peter A. Darbee For For Management 1.6 Elect Director Robert D. Glynn, Jr For For Management 1.7 Elect Director Mary S. Metz For For Management 1.8 Elect Director Barbara L. Rambo For For Management 1.9 Elect Director Barry Lawson Williams For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Expense Stock Options Against For Shareholder 5 Adopt Policy on Nuclear Waste Storage Against Against Shareholder 6 Amend Terms of Existing Poison Pill Against Against Shareholder 7 Performance- Based/Indexed Options Against For Shareholder 8 Allow Vote on Golden Parachutes Against For Shareholder - -------------------------------------------------------------------------------- PNM RESOURCES INC Ticker: PNM Security ID: 69349H107 Meeting Date: MAY 17, 2005 Meeting Type: Annual Record Date: MAR 28, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Adelmo E. Archuleta For For Management 1.2 Elect Director Julie A. Dobson For For Management 1.3 Elect Director Charles E. McMahen For For Management 2 Ratify Auditors For For Management 3 Amend Votes Per Share of Existing Stock For For Management 4 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- PPL CORP. Ticker: PPL Security ID: 69351T106 Meeting Date: APR 22, 2005 Meeting Type: Annual Record Date: FEB 28, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Frederick M. Bernthal For For Management 1.2 Elect Director John R. Biggar For For Management 1.3 Elect Director Louise K. Goeser For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- QUALCOMM INC. Ticker: QCOM Security ID: 747525103 Meeting Date: MAR 8, 2005 Meeting Type: Annual Record Date: JAN 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert E. Kahn For For Management 1.2 Elect Director Duane A. Nelles For For Management 1.3 Elect Director Brent Scowcroft For For Management 2 Declassify the Board of Directors and For For Management Eliminate Cumulative Voting 3 Increase Authorized Common Stock For For Management 4 Amend Articles For For Management 5 Ratify Auditors For For Management - -------------------------------------------------------------------------------- QUESTAR CORP. Ticker: STR Security ID: 748356102 Meeting Date: MAY 17, 2005 Meeting Type: Annual Record Date: MAR 21, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Phillips S. Baker, Jr. For For Management 1.2 Elect Director L. Richard Flury For For Management 1.3 Elect Director James A. Harmon For For Management 1.4 Elect Director M.W. Scoggins For For Management 2 Approve Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- SBC COMMUNICATIONS INC. Ticker: SBC Security ID: 78387G103 Meeting Date: APR 29, 2005 Meeting Type: Annual Record Date: MAR 1, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gilbert F. Amelio For For Management 1.2 Elect Director August A. Busch III For For Management 1.3 Elect Director Martin K. Eby, Jr. For For Management 1.4 Elect Director James A. Henderson For For Management 1.5 Elect Director Charles F. Knight For For Management 1.6 Elect Director Lynn M. Martin For For Management 1.7 Elect Director John B. McCoy For For Management 1.8 Elect Director Mary S. Metz For For Management 1.9 Elect Director Toni Rembe For For Management 1.10 Elect Director S. Donley Ritchey For For Management 1.11 Elect Director Joyce M. Roche For For Management 1.12 Elect Director Laura D'Andrea Tyson For For Management 1.13 Elect Director Patricia P. Upton For For Management 1.14 Elect Director Edward E. Whitacre, Jr For For Management 2 Ratify Auditors For For Management 3 Approve Nonqualified Employee Stock For For Management Purchase Plan 4 Report on Political Contributions Against Against Shareholder 5 Report on Executive Compensation Against For Shareholder 6 Performance- Based/Indexed Options Against Against Shareholder 7 Adopt Simple Majority Vote Against For Shareholder - -------------------------------------------------------------------------------- SCANA CORPORATION Ticker: SCG Security ID: 80589M102 Meeting Date: MAY 5, 2005 Meeting Type: Annual Record Date: MAR 10, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bill L. Amick For For Management 1.2 Elect Director D. Maybank Hagood For For Management 1.3 Elect Director William B. Timmerman For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- SEMPRA ENERGY Ticker: SRE Security ID: 816851109 Meeting Date: APR 5, 2005 Meeting Type: Annual Record Date: FEB 18, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard A. Collato For Withhold Management 1.2 Elect Director Denise K. Fletcher For For Management 1.3 Elect Director William C. Rusnack For Withhold Management 1.4 Elect Director William P. Rutledge For Withhold Management 2 Ratify Auditors For For Management 3 Approve Option Expensing Against For Shareholder 4 Declassify the Board of Directors Against For Shareholder 5 Performance-Based/Indexed Options Against Against Shareholder 6 Submit Shareholder Rights Plan (Poison Against For Shareholder Pill) to Shareholder Vote - -------------------------------------------------------------------------------- SOUTHERN COMPANY Ticker: SO Security ID: 842587107 Meeting Date: MAY 25, 2005 Meeting Type: Annual Record Date: MAR 28, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Daniel P. Amos For For Management 1.2 Elect Director Dorrit J. Bern For For Management 1.3 Elect Director Francis S. Blake For For Management 1.4 Elect Director Thomas F. Chapman For For Management 1.5 Elect Director Bruce S. Gordon For For Management 1.6 Elect Director Donald M. James For For Management 1.7 Elect Director Zack T. Pate For For Management 1.8 Elect Director J. Neal Purcell For For Management 1.9 Elect Director David M. Ratcliffe For For Management 1.10 Elect Director Gerald J. St. Pe For For Management 2 Ratify Auditors For For Management 3 Report on Political Contributions Against Against Shareholder - -------------------------------------------------------------------------------- TXU CORP. Ticker: TXU Security ID: 873168108 Meeting Date: MAY 20, 2005 Meeting Type: Annual Record Date: MAR 21, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Derek C. Bonham For For Management 1.2 Elect Director E. Gail de Planque For For Management 1.3 Elect Director William M. Griffin For For Management 1.4 Elect Director Kerney Laday For For Management 1.5 Elect Director Jack E. Little For For Management 1.6 Elect Director Erle Nye For For Management 1.7 Elect Director J.E. Oesterreicher For For Management 1.8 Elect Director Michael W. Ranger For For Management 1.9 Elect Director Herbert H. Richardson For For Management 1.10 Elect Director C. John Wilder For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- VEOLIA ENVIRONNEMENT (FORMERLY VIVENDI ENVIRONMENT) Ticker: VE Security ID: 92334N103 Meeting Date: MAY 12, 2005 Meeting Type: Annual Record Date: MAR 24, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 CORPORATE FINANCIAL STATEMENTS For For Management 2 CONSOLIDATED FINANCIAL STATEMENTS For For Management 3 APPROVAL OF THE EXPENSES AND CARGES For For Management REFERRED TO IN ARTICLE 39-4 OF THE CODE GENERAL DES IMPOTS. 4 TRANSFER FROM THE SPECIAL RESERVE FOR For For Management LONG-TERM CAPITAL GAINS TO AN ORDINARY RESERVE. 5 ALLOCATION OF NET INCOME AND PAYMENT DATE For For Management OF DIVIDEND. 6 APPROVAL OF AGREEMENTS SUBJECT TO For For Management REGULATION. 7 RENEWAL OF THE TERM OF LEAD AUDITOR. For For Management 8 APPOINTMENT OF THE DEPUTY AUDITOR. For For Management 9 AUTHORIZATION FOR THE BOARD OF DIRECTORS For For Management TO TRADE IN THE COMPANY S SHARES. 10 TERMINATION OF AUTHORIZATION GRANTED IN For For Management THE 7TH RESOLUTION OF THE COMBINED GENERAL SHAREHOLDERS MEETING OF MAY 12, 2004, WITH RESPECT TO THE ISSUANCE OF BONDS. 11 TO INCREASE SHARE CAPITAL SUBJECT TO For For Management PREFERENCIAL SUBSCRIPTION RIGHTS 12 TO INCREASE SHARE CAPITAL WITHOUT For Against Management PREFERENTIAL SUBSCRIPTION RIGHTS 13 INCREASE SHARE CAPITAL THROUGH For For Management INCORPORATION OF PREMIUMS 14 INCREASE THE NUMBER OF SHARES TO BE For Against Management ISSUED IN CONNECTION WITH A SHARE CAPITAL INCREASE WITH OR WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS 15 TO INCREASE SHARE CAPITAL BY ISSUING For For Management SHARES RESERVED FOR MEMBERS OF SAVINGS PLANS, WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS 16 AUTHORIZATION FOR THE BOARD OF DIRECTORS For For Management TO GRANT OPTIONS TO SUBSCRIBE FOR OR PURCHASE SHARES. 17 TO AWARD, FOR NO CONSIDERATION, NEWLY For Against Management ISSUED OR EXISTING SHARES 18 TO DECREASE THE SHARE CAPITAL BY For For Management CANCELLATION OF SHARES 19 SIMPLIFICATION OF PROVISIONS OF THE For For Management ARTICLES 20 POWERS For For Management - -------------------------------------------------------------------------------- VERIZON COMMUNICATIONS Ticker: VZ Security ID: 92343V104 Meeting Date: MAY 5, 2005 Meeting Type: Annual Record Date: MAR 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James R. Barker For For Management 1.2 Elect Director Richard L. Carrion For For Management 1.3 Elect Director Robert W. Lane For For Management 1.4 Elect Director Sandra O. Moose For For Management 1.5 Elect Director Joseph Neubauer For Withhold Management 1.6 Elect Director Thomas H. O' Brien For For Management 1.7 Elect Director Hugh B. Price For For Management 1.8 Elect Director Ivan G. Seidenberg For For Management 1.9 Elect Director Walter V. Shipley For For Management 1.10 Elect Director John R. Stafford For For Management 1.11 Elect Director Robert D. Storey For For Management 2 Ratify Auditors For For Management 3 Provide for Cumulative Voting Against Against Shareholder 4 Require a Majority Vote for the Election Against For Shareholder of Directors 5 Require Majority of Independent Directors Against Against Shareholder on Board 6 Separate Chairman and CEO Positions Against For Shareholder 7 Amend Director/Officer Against Against Shareholder Liability/Indemnifications Provisions 8 Report on Political Contributions Against Against Shareholder - -------------------------------------------------------------------------------- VIMPEL COMMUNICATIONS OJSC Ticker: VIP Security ID: 68370R109 Meeting Date: OCT 8, 2004 Meeting Type: Special Record Date: AUG 23, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 APPROVAL OF THE AMENDMENT TO THE CHARTER For For Management OF VIMPELCOM. - -------------------------------------------------------------------------------- VODAFONE GROUP PLC Ticker: Security ID: 92857W100 Meeting Date: JUL 27, 2004 Meeting Type: Annual Record Date: JUN 11, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 TO RECEIVE THE REPORT OF THE DIRECTORS For For Management AND FINANCIAL STATEMENTS 2 TO APPROVE THE REMUNERATION REPORT For For Management 3 TO RE-ELECT PETER BAMFORD AS A DIRECTOR For For Management 4 TO RE-ELECT JULIAN HORN-SMITH AS A For For Management DIRECTOR 5 TO RE-ELECT SIR DAVID SCHOLEY AS A For For Management DIRECTOR (MEMBER OF THE NOMINATIONS AND GOVERNANCE AND AUDIT COMMITTEE) 6 TO ELECT LUC VANDEVELDE AS A DIRECTOR For For Management (MEMBER OF THE REMUNERATION COMMITTEE) 7 TO APPROVE A FINAL DIVIDEND OF 1.07800 For For Management PENCE PER ORDINARY SHARE 8 Ratify Auditors For For Management 9 TO AUTHORIZE THE AUDIT COMMITTEE TO For For Management DETERMINE THE AUDITORS REMUNERATION 10 TO AUTHORIZE DONATIONS UNDER THE For For Management POLITICAL PARTIES, ELECTIONS AND REFERENDUMS ACT 2000 11 TO RENEW AUTHORITY TO ALLOT SHARES UNDER For For Management ARTICLE 16.2 OF THE COMPANY S ARTICLES OF ASSOCIATION 12 TO RENEW AUTHORITY TO DISAPPLY For For Management PRE-EMPTION RIGHTS UNDER ARTICLE 16.3 OF THE COMPANY S ARTICLES OF ASSOCIATION+ 13 TO AUTHORIZE THE COMPANY S PURCHASE OF For For Management ITS OWN SHARES+ 14 TO AUTHORIZE THE COMPANY S PURCHASE OF For For Management ITS OWN SHARES PURSUANT TO CONTINGENT PURCHASE CONTRACTS AND OFF-MARKET PURCHASES+ - -------------------------------------------------------------------------------- WILLIAMS COMPANIES, INC., THE Ticker: WMB Security ID: 969457100 Meeting Date: MAY 19, 2005 Meeting Type: Annual Record Date: MAR 28, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Juanita H. Hinshaw For For Management 1.2 Elect Director Frank T. MacInnis For For Management 1.3 Elect Director Steven J. Malcolm For For Management 1.4 Elect Director Janice D. Stoney For For Management 2 Ratify Auditors For For Management 3 Require a Majority Vote for the Election Against For Shareholder of Directors - -------------------------------------------------------------------------------- XCEL ENERGY INC. Ticker: XEL Security ID: 98389B100 Meeting Date: MAY 25, 2005 Meeting Type: Annual Record Date: MAR 28, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard H. Anderson For For Management 1.2 Elect Director C. Coney Burgess For For Management 1.3 Elect Director A. Barry Hirschfeld For For Management 1.4 Elect Director Richard C. Kelly For For Management 1.5 Elect Director Albert F. Moreno For For Management 1.6 Elect Director Ralph R. Peterson For For Management 1.7 Elect Director Dr. Margaret R. Preska For For Management 1.8 Elect Director Ronald M. Moquist For For Management 2 Approve Omnibus Stock Plan For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- YANZHOU COAL MINING COMPANY LIMITED Ticker: Security ID: 984846105 Meeting Date: JUN 28, 2005 Meeting Type: Annual Record Date: MAY 17, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 TO CONSIDER AND APPROVE THE WORKING For For Management REPORT OF THE BOARD OF DIRECTORS OF THE COMPANY 2 TO CONSIDER AND APPROVE THE WORKING For For Management REPORT OF THE SUPERVISORY COMMITTEE OF THE COMPANY 3 TO CONSIDER AND APPROVE THE AUDITED For For Management FINANCIAL STATEMENTS OF THE COMPANY 4 TO DETERMINE THE REMUNERATION OF THE For For Management DIRECTORS AND SUPERVISORS OF THE COMPANY 5 TO CONSIDER AND APPROVE THE ANTICIPATED For Against Management AMOUNT OF SALE OF PRODUCTS AND COMMODITIES 6 TO CONSIDER AND APPROVE THE PROPOSED For For Management PROFIT DISTRIBUTION PLAN 7 TO CONSIDER AND APPROVE THE AMENDMENTS OF For For Management THE ARTICLES OF ASSOCIATION OF THE COMPANY 8 TO RATIFY AND CONFIRM THE DIRECTORS OF For For Management THE SECOND SESSION AND THE SUPERVISORS OF THE SECOND SESSION. 9 ELECTION OF DIRECTORS. TO VOTE For For Management CUMULATIVELY PLEASE SEE ATTACHED. 10 ELECTION OF DIRECTORS. TO VOTE For For Management CUMULATIVELY PLEASE SEE ATTACHED. 11 ELECTION OF DIRECTORS. TO VOTE For For Management CUMULATIVELY PLEASE SEE ATTACHED. 12 TO CONSIDER, APPROVE AND ADOPT THE RULES For For Management OF PROCEDURE FOR THE SHAREHOLDERS MEETING 13 TO CONSIDER, APPROVE AND ADOPT THE RULES For For Management OF PROCEDURE FOR THE BOARD OF DIRECTORS 14 TO CONSIDER, APPROVE AND ADOPT THE RULES For For Management OF PROCEDURE FOR THE SUPERVISORY COMMITTEE 15 TO CONSIDER, APPROVE AND ADOPT THE For For Management MANAGEMENT MEASURES FOR THE DIRECTORS DECISION MAKING RISK FUND 16 THE APPOINTMENT OF DELOITTE TOUCHE For For Management TOHMATSU AND DELOITTE TOUCHE TOHMATSU CERTIFIED PUBLIC ACCOUNTANTS LTD. INTERNATIONAL 17 THE BOARD IS HEREBY GRANTED AN For Against Management UNCONDITIONAL GENERAL MANDATE TO ISSUE, ALLOT AND DEAL WITH ADDITIONAL H SHARES ========== END NPX REPORT SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Registrant: AllianceBernstein Utility Income Fund, Inc. By: Marc O. Mayer* ----------------------- Chief Executive Officer Date: August 26, 2005 *By: /s/ Mark R. Manley ------------------ Mark R. Manley Secretary