UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|X| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Section 240.14a-12
AllianceBernstein Greater China '97 Fund, Inc.
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(Name of Registrant as Specified In Its Charter)
N/A
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
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paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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SK 00250 0451 1126816
THE ALLIANCEBERNSTEIN FUNDS
1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
September 15, 2010
Dear Stockholders:
The Boards of Directors/Trustees (the "Directors") of the AllianceBernstein
Funds listed in the accompanying Notice of Joint Annual Meeting of Stockholders
(each, a "Fund" and, collectively, the "Funds") are pleased to invite you to the
Joint Annual Meeting of Stockholders (the "Meeting") to be held on November 5,
2010. The accompanying Notice of Joint Annual Meeting of Stockholders and Proxy
Statement present several proposals to be considered at the Meeting.
At the Meeting, stockholders or shareholders (the "stockholders") of each Fund
will be asked to elect Directors of that Fund. The stockholders of certain Funds
are also being asked to approve one or more proposals specific to these Funds,
as explained in the attached Proxy Statement. These proposals include amendments
to the investment advisory agreements of certain Funds, updating and
standardizing the governing documents of certain Funds, amending fundamental
commodities policies of certain Funds, and reclassifying the investment
objectives of certain Funds as non-fundamental. We believe that these amendments
will benefit each Fund and its stockholders.
The Directors have concluded that the proposals are in the best interests of
each Fund and unanimously recommend that you vote "FOR" each of the proposals
that apply to the Fund or Funds in which you hold shares.
We welcome your attendance at the Meeting. If you are unable to attend, we
encourage you to vote by proxy. Broadridge Financial Solutions, Inc.
("Broadridge"), a proxy solicitation firm, has been selected to assist
stockholders in the proxy solicitation process. If we have not received your
proxy as the date of the Meeting approaches, you may receive a telephone call
from Broadridge reminding you to authorize the proxy holders to cast your votes.
No matter how many shares you own, your vote is important.
Sincerely,
Robert M. Keith
President
QUESTIONS AND ANSWERS
THE ALLIANCEBERNSTEIN FUNDS
PROXY
Q. WHY DID YOU SEND ME THIS BOOKLET?
A. This booklet contains the Notice of Joint Annual Meeting of Stockholders
(the "Notice") and Proxy Statement that provides you with information you
should review before voting on the proposals that will be presented at the
Annual Meeting of Stockholders (the "Meeting") for the AllianceBernstein
Funds listed in the accompanying notice (each, a "Fund" and, collectively,
the "Funds"). You are receiving these proxy materials because you either
own shares of a Fund's stock or shares of beneficial interest in a Fund
(we refer to both as "shares" and to the holders of shares as
"stockholders"). As a stockholder, you have the right to vote for the
election of Directors or Trustees of a Fund and on the various proposals
concerning your investment in a Fund.
Q. WHO IS ASKING FOR MY VOTE?
A. The Board of Directors/Trustees of a Fund (each, a "Board" and,
collectively the "Boards") is asking you to vote at the Meeting. In this
Proxy Statement, we will refer to both Directors and Trustees,
individually, as a "Director" or, collectively, as the "Directors."
Details regarding the proposals are further explained in the Proxy
Statement. A summary of the proposals is as follows:
The first proposal is to elect Directors for each Fund. All Fund
stockholders will be asked to vote on this proposal and stockholders of a
Fund will be asked to separately elect Directors of that Fund.
We are also asking for your approval of several other proposals. As more
fully explained in the Proxy Statement, not all of these proposals apply
to each Fund. These proposals include the approval of:
o Amendment of the investment advisory agreements for certain of the
Funds;
o Amendment of the Declarations of Trust for certain of the Funds that
are organized as Massachusetts Business Trusts;
o Amendment and Restatement of the Charters for certain of the Funds
that are organized as Maryland Corporations;
o Amendment of the fundamental policies regarding commodities of
certain of the Funds; and
o Reclassification of certain of the Funds' fundamental investment
objectives as non-fundamental.
Q. HOW DO THE BOARDS RECOMMEND I VOTE?
A. The Boards recommend that you vote FOR each of the nominees and FOR all
proposals.
Q. WHO IS ELIGIBLE TO VOTE?
A. Stockholders of record at the close of business on September 9, 2010 (the
"Record Date") are entitled to vote at the Meeting or any adjournment or
postponement of the Meeting. You will be entitled to vote only on those
proposals that apply to the Fund of which you were a stockholder on the
Record Date. If you owned shares on the Record Date, you have the right to
vote even if you later redeemed the shares.
Q. WHAT ROLE DO THE BOARDS PLAY?
A. The business and affairs of each Fund are managed under the direction of
that Fund's Board. Each of the Directors has an obligation to act in what
he or she believes to be the best interests of a Fund, including approving
and recommending the proposals in the Proxy Statement. The background of
each nominee for Director is described in the Proxy Statement.
Q. WHY ARE THE BOARDS PROPOSING TO AMEND THE INVESTMENT ADVISORY AGREEMENTS
OF CERTAIN FUNDS?
A. The first proposed amendments relate to the calculation of the investment
advisory fees for certain Funds. The standard investment advisory
agreements between the Funds' adviser, AllianceBernstein L.P. (the
"Adviser") and most of the Funds provide that the advisory fee rate is
calculated as a percentage of average daily net assets. Certain of the
Funds' agreements vary from this standard and provide that the fee rate is
calculated as a percentage of net assets at the end of the preceding
calendar quarter. We are proposing to amend the agreements that vary from
the standard so that the agreements provide that the advisory fee rate
will be calculated as a percentage of average daily net assets. This
amendment would eliminate disparities between the contractual fee rate and
the effective fee rate that result from the calculation of the fee rate as
of the end of each preceding calendar quarter.
The second proposed amendment relates to the reimbursement to the Adviser
of its costs of providing certain administrative services to a Fund at the
request of the Fund. The standard investment advisory agreement for the
Funds provides for the reimbursement to the Adviser of these costs. One
Fund's agreement does not include this provision. We are proposing to
amend the agreement that varies from the standard agreements to provide
for the reimbursement to the Adviser of these costs.
Q. WHY ARE THE BOARDS PROPOSING THE AMENDMENT OF THE DECLARATIONS OF TRUST OF
CERTAIN FUNDS THAT ARE ORGANIZED AS MASSACHUSETTS BUSINESS TRUSTS?
A. Several of the Funds are organized under Massachusetts law as
Massachusetts Business Trusts. Currently, the declarations of trust of
certain of these Funds require a stockholder vote to amend the
declarations, except in certain limited situations. We are proposing to
amend the declarations to provide the Directors with broad authority to
amend the declarations without a vote of stockholders. By allowing future
amendments of a declaration without stockholder approval, this proposal
removes limits on the Directors' authority to take actions that would
benefit the Funds and their stockholders. In connection with this
proposal, the Directors approved certain amendments to the declarations to
take effect if stockholders approve the proposal. These amendments would
eliminate stockholder votes on reorganization or merger, termination of a
trust, and liquidation of a class or series, as applicable. These
amendments are intended to enable the Directors to take actions that would
be in the best interests of stockholders without the cost and delay of
obtaining a stockholder vote. In connection with these proposals, the
Directors approved certain other amendments to the declarations as
described in the Proxy Statement. These other amendments will take effect
if stockholders approve the proposal.
Q. WHY ARE THE BOARDS PROPOSING THE AMENDMENT AND RESTATEMENT OF THE CHARTER
OF CERTAIN OF THE FUNDS THAT ARE ORGANIZED AS MARYLAND CORPORATIONS?
A. Most of the Funds are organized under Maryland law. We are proposing the
amendment and restatement of the charters of certain Funds that are
Maryland corporations for your approval in order to modernize and
standardize these documents and to facilitate more efficient management of
the Funds by giving them greater flexibility as permitted under Maryland
law.
Q. WHY ARE THE BOARDS PROPOSING TO AMEND CERTAIN OF THE FUNDS' FUNDAMENTAL
POLICIES REGARDING COMMODITIES?
A. Certain policies are required by the federal law applicable to mutual
funds to be fundamental, meaning they cannot be changed without a
stockholder vote. We are proposing to amend the Funds' fundamental
policies regarding commodities and adopt a more flexible policy that will
reference applicable law and the Funds' prospectus and statement of
additional information. The proposed amendment is intended to clarify that
the Funds may continue to be able to engage in current investment
practices as approved by the Directors, regardless of changes in
applicable law, including changes as a result of recent financial reform
legislation. The revised policy will not change the way the Funds are
managed.
Q. WHY ARE THE BOARDS PROPOSING TO RECLASSIFY CERTAIN OF THE FUNDS'
FUNDAMENTAL INVESTMENT OBJECTIVES?
A Fund's investment objective is not required to be fundamental under
applicable law. We propose the reclassification of certain Funds'
fundamental investment objectives as non-fundamental, similar to most of
the other Funds, to provide each Fund with the flexibility to respond to
market changes by changing its investment objective without incurring the
expense and delay of seeking a stockholder vote. The reclassification
would permit a Fund to revise its investment objective in the event the
Board determines that such a change would be in the best interests of the
Fund in light of the facts and circumstances including market conditions
or trends. Any subsequent change in a Fund's investment objective would be
subject to prior approval by the Board of that Fund. Stockholders will be
given at least 60 days notice prior to the implementation of a material
change in an investment objective.
Q. WHY ARE THERE SO MANY PROPOSALS FOR MULTIPLE FUNDS IN ONE PROXY STATEMENT?
A. The Funds are intended to offer a broad range of investment opportunities
to investors and the Funds have [over 5 million] stockholders. We have
included all of our proposals in one Proxy Statement to reduce costs. More
tailored Proxy Statements would increase printing and mailing costs. We
recognize that the Proxy Statement is lengthy and have endeavored to make
it as simple and understandable as possible. One way to approach it is for
you to identify your Fund below and, when reviewing Part I and Part II of
the Proxy Statement, only read the proposals applicable to your Fund.
Another way is for you to use the Proxy Card, which is included in the
materials being sent to you, to identify the proposals applicable to your
Fund and only read those parts of the Proxy Statement.
Q. HOW CAN I AUTHORIZE PROXIES TO CAST MY VOTE?
A. Please follow the instructions included on the enclosed Proxy Card.
Q. WHAT IF I WANT TO REVOKE MY PROXY?
A. You can revoke your proxy at any time prior to its exercise (i) by giving
written notice to the Secretary of a Fund at 1345 Avenue of the Americas,
New York, New York 10105, (ii) by authorizing a later-dated proxy (either
by signing and submitting another proxy card or by calling (866) 451-3783
or (iii) by personally voting at the Meeting.
Q. WHOM DO I CALL IF I HAVE QUESTIONS REGARDING THE PROXY?
A. Please call (866) 451-3783 if you have questions.
[LOGO]
ALLIANCEBERNSTEIN (R)
THE ALLIANCEBERNSTEIN FUNDS
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1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
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NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS
SCHEDULED FOR NOVEMBER 5, 2010
To the Stockholders of the AllianceBernstein Funds:
Notice is hereby given that a Joint Annual Meeting of Stockholders (the
"Meeting") of the AllianceBernstein Funds listed on the reverse side of this
notice (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 November 5, 2010, at 3:00 p.m., Eastern Time, to consider and
vote on the following proposals, all of which are more fully described in the
accompanying Proxy Statement dated September 15, 2010:
1. The election of Directors or Trustees (both referred to herein as
"Directors") for a Fund, each such Director to serve for a term of
indefinite duration and until his or her successor is duly elected and
qualifies.
2. The amendment of the Investment Advisory Agreements for certain of the
Funds.
3. The amendment of the Declarations of Trusts for certain of the Funds that
are organized as Massachusetts Business Trusts.
4. The amendment and restatement of the charters for certain of the Funds
that are organized as Maryland corporations, which will repeal in their
entirety all of the currently existing charter provisions and substitute
in lieu thereof the new provisions set forth in the Form of Articles of
Amendment and Restatement attached to the accompanying Proxy statement as
Appendix [D].
5. The amendment of certain of the Funds' fundamental policies regarding
commodities.
6. The reclassification of certain of the Funds' fundamental investment
objectives as non-fundamental.
7. To transact such other business as may properly come before the Meeting
and any adjournments or postponements thereof.
Any stockholder of record of a Fund at the close of business on September 9,
2010 is entitled to notice of, and to vote at, the Meeting or any postponement
or adjournment thereof. THE ENCLOSED PROXY IS BEING SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF EACH FUND.
By Order of the Boards of Directors,
------------------------------------
Emilie Wrapp
Secretary
New York, New York
September 15, 2010
--------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, SIGN AND
DATE IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF
MAILED IN THE UNITED STATES. YOU MAY ALSO, BY TELEPHONE OR THROUGH THE INTERNET,
AUTHORIZE PROXIES TO CAST YOUR VOTE. TO DO SO, PLEASE FOLLOW THE INSTRUCTIONS ON
THE ENCLOSED PROXY CARD. YOUR VOTE IS VERY IMPORTANT NO MATTER HOW MANY SHARES
YOU OWN. PLEASE MARK AND MAIL 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.
ALLIANCEBERNSTEIN BALANCED SHARES, INC. ("ABS")
ALLIANCEBERNSTEIN BLENDED STYLE SERIES, INC. ("ABSS")
- U.S. Large Cap Portfolio
- AllianceBernstein 2000 Retirement Strategy
- AllianceBernstein 2005 Retirement Strategy
- AllianceBernstein 2010 Retirement Strategy
- AllianceBernstein 2015 Retirement Strategy
- AllianceBernstein 2020 Retirement Strategy
- AllianceBernstein 2025 Retirement Strategy
- AllianceBernstein 2030 Retirement Strategy
- AllianceBernstein 2035 Retirement Strategy
- AllianceBernstein 2040 Retirement Strategy
- AllianceBernstein 2045 Retirement Strategy
- AllianceBernstein 2050 Retirement Strategy
- AllianceBernstein 2055 Retirement Strategy
ALLIANCEBERNSTEIN BOND FUND, INC. ("ABF")
- AllianceBernstein Intermediate Bond Portfolio
- AllianceBernstein Bond Inflation Strategy
- AllianceBernstein Multi-Asset Inflation Strategy
- AllianceBernstein Municipal Bond Inflation Strategy
ALLIANCEBERNSTEIN CAP FUND, INC. ("ACF")
- AllianceBernstein Small Cap Growth Portfolio
- AllianceBernstein U.S. Strategic Research Portfolio
- AllianceBernstein Market Neutral Strategy - U.S.
- AllianceBernstein Market Neutral Strategy - Global
ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND, INC. ("ACOF")
ALLIANCEBERNSTEIN CORPORATE SHARES ("ACS")
- AllianceBernstein Corporate Income Shares
- AllianceBernstein Municipal Income Shares
- AllianceBernstein Taxable Multi-Sector Income Shares
ALLIANCEBERNSTEIN DIVERSIFIED YIELD FUND, INC. ("ADYF")
ALLIANCEBERNSTEIN EQUITY INCOME FUND, INC. ("AEIF")
ALLIANCEBERNSTEIN EXCHANGE RESERVES ("AEXR")
ALLIANCEBERNSTEIN FIXED-INCOME SHARES, INC. ("AFIS")
- Government STIF Portfolio
ALLIANCEBERNSTEIN GLOBAL BOND FUND, INC. ("AGBF")
ALLIANCEBERNSTEIN GLOBAL GROWTH FUND, INC. ("AGGF")
ALLIANCEBERNSTEIN GLOBAL REAL ESTATE INVESTMENT FUND, INC. ("AGREIF")
ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND, INC. ("AGTGF")
ALLIANCEBERNSTEIN GREATER CHINA '97 FUND, INC. ("AGCF")
ALLIANCEBERNSTEIN GROWTH AND INCOME FUND, INC. ("AGIF")
ALLIANCEBERNSTEIN HIGH INCOME FUND, INC. ("AHIF")
ALLIANCEBERNSTEIN INTERNATIONAL GROWTH FUND, INC. ("AIGF")
ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND, INC. ("ALCGF")
ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND, INC. ("AMIF")
- California Portfolio
- AllianceBernstein High Income Municipal Portfolio
- National Portfolio
- New York Portfolio
ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND II ("AMIF II")
- Arizona Portfolio
- Massachusetts Portfolio
- Michigan Portfolio
- Minnesota Portfolio
- New Jersey Portfolio
- Ohio Portfolio
- Pennsylvania Portfolio
- Virginia Portfolio
ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND, INC. ("ASMCGF")
ALLIANCEBERNSTEIN TRUST ("ABT")
- AllianceBernstein Value Fund
- AllianceBernstein Small/Mid Cap Value Fund
- AllianceBernstein International Value Fund
- AllianceBernstein Global Value Fund
THE ALLIANCEBERNSTEIN PORTFOLIOS ("TAP")
- AllianceBernstein Growth Fund
- AllianceBernstein Conservative Wealth Strategy
- AllianceBernstein Tax-Managed Conservative Wealth Strategy
- AllianceBernstein Balanced Wealth Strategy
- AllianceBernstein Tax-Managed Balanced Wealth Strategy
- AllianceBernstein Wealth Appreciation Strategy
- AllianceBernstein Tax-Managed Wealth Appreciation Strategy
(THE "ALLIANCEBERNSTEIN FUNDS")
PROXY STATEMENT
THE ALLIANCEBERNSTEIN FUNDS
1345 AVENUE OF THE Americas
New York, New York 10105
-----------------
JOINT ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 5, 2010
------------------
INTRODUCTION
This is a combined Proxy Statement for the AllianceBernstein Funds listed in the
accompanying Notice of Joint Annual Meeting of Stockholders (each a "Fund", and
collectively, the "Funds"). The Boards of Directors/Trustees (each a "Board" and
collectively, the "Boards") are soliciting proxies for a Joint Annual Meeting of
Stockholders of each Fund (the "Meeting") to consider and vote on proposals that
are being recommended by the Boards of their Funds. We refer to Directors or
Trustees as, individually, a "Director" or collectively, the "Directors" for the
purposes of this Proxy Statement.
The Boards are sending you this Proxy Statement to ask for your vote on several
proposals affecting your Fund. The Funds will hold the Meeting at the offices of
the Funds, 1345 Avenue of the Americas, 41st Floor, New York, New York 10105, on
November 5, 2010 at 3:00 p.m., Eastern Time. The solicitation will be made
primarily by mail and may also be made by telephone. The solicitation cost will
be borne by the Funds. AllianceBernstein L.P. is the investment adviser to the
Funds (the "Adviser"). The Notice of Joint Annual Meeting of Stockholders, Proxy
Statement, and Proxy Card are being mailed to stockholders on or about September
15, 2010.
Any stockholder who owned shares of a Fund at the close of business on September
9, 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 FRIDAY, NOVEMBER 5, 2010. THE PROXY STATEMENT IS AVAILABLE
ON THE INTERNET AT WWW.ALLIANCEBERNSTEIN.COM/ABFUNDSPROXY.
We have divided the Proxy Statement into five main parts:
Part I - Overview of the Boards' proposals.
Part II - Discussion of each proposal and an explanation of why we are
requesting that you approve each proposal.
Part III - Information about the Funds' Audit Committee Reports and the
Funds' independent registered public accounting firms.
Part IV - Additional information on proxy voting and stockholder
meetings.
Part V - Other information about the Funds.
PART I - OVERVIEW OF PROPOSALS
------------------------------
As a stockholder of one or more of the Funds, you are being asked to
consider and vote on a number of proposals. Not all of the proposals apply to
each Fund.
Proposal Fund(s) Affected
1. The election of the Directors, each such
Director to serve a term of an indefinite All Funds
duration and until his or her successor is duly
elected and qualifies.
2. The amendment of the Investment Advisory
Agreements for certain of the Funds.
2.A. Amendments to Investment ACF - Small Cap Growth
Advisory Agreements of Certain Funds Portfolio, AGTGF
to Conform Fee Measurement Periods.
2.B. Amendment to Investment Advisory TAP
Agreement to Permit Reimbursement to
the Adviser of Certain Administrative
Expenses.
3. The amendment of the Declarations of Trusts AEXR, AMIF II, ABT
for certain of the Funds.
4. The amendment and restatement of the ABS, ABSS, ACF, ACOF, AEIF,
charters for certain of the Funds that are AGREIF, AGTGF, AGCF, AGIF,
organized as Maryland corporations, which will AHIF, AIGF, ALCGF
repeal in their entirety all of the currently
existing charter provisions and substitute in
lieu thereof the new provisions set forth in
the Form of Articles of Amendment and
Restatement attached to the accompanying Proxy
statement as Appendix [C].
5. The amendment of certain of the Funds' All Funds (except ABF - Multi-
fundamental policies regarding commodities. -Asset Inflation Strategy,
ACF-Market Neutral Strategy -
U.S., ACF - Market Neutral
Strategy - Global)
6. The reclassification of certain of the ABSS-U.S. Large Cap Portfolio
Funds' fundamental investment objectives as AGCF
non-fundamental.
PART II - DISCUSSION OF EACH PROPOSAL
-------------------------------------
PROPOSAL ONE
ELECTION OF DIRECTORS
At the Meeting, stockholders will vote on the election of Directors of their
Funds. Each Director elected at the Meeting will serve for a term of indefinite
duration and until his or her successor is duly elected and qualifies. The
following individuals have been nominated for election as a Director of all of
the Funds. It is the intention of the persons named as proxies in the
accompanying Proxy Card to vote in favor of the nominees named below for
election as a Director of all of the Funds.
Mr. John H. Dobkin
Mr. Michael J. Downey
Mr. William H. Foulk, Jr.
Mr. D. James Guzy
Ms. Nancy P. Jacklin
Mr. Robert M. Keith
Mr. Garry L. Moody
Mr. Marshall C. Turner, Jr.
Mr. Earl D. Weiner
Each nominee has consented to serve as a Director. The Boards know of no reason
why any of the nominees 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 Boards may recommend.
Certain information concerning the Funds' nominees for Director is set forth
below.
Number of Other Public
Portfolios in Company
AllianceBernstein Directorships
Principal Fund Complex Held by Director
Name, Address* Occupation(s), Overseen by During the Past 5
and Age Years of Service ** During Past 5 Years Director Years
------- -------------------- -------------------- --------------- -------------------
DISINTERESTED
DIRECTORS
Chairman of the Board
William H. Foulk, Jr., ABF: 12 Investment Adviser and an 94 None
#, ## ABS: 18 Independent Consultant
78 ABSS: 8 since prior to 2005.
ABT: 9 Previously, he was Senior
ACF: 18 Manager of Barrett
ACOF: 11 Associates, Inc., a
ADYF: 14 registered investment
AEIF: 17 adviser. He was formerly
AEXR: 16 Deputy Comptroller and
AFIS: 20 Chief Investment Officer of
AGBF: 18 the State of New York and,
AGCF:13 prior thereto, Chief
AGGF: 8 Investment Officer of the
AGIF: 12 New York Bank for Savings.
AGREIF: 14 He has served as a director
AGTGF: 18 or trustee of various
AHIF: 17 AllianceBernstein Funds
AIGF: 16 since 1983 and has been
ALCGF: 18 Chairman of the
AMIF: 12 AllianceBernstein Funds and
AMIF II: 12 of the Independent
ASMCGF: 18 Directors Committee of such
TAP: 12 Funds since 2003.
John H. Dobkin, # ABF: 12 Independent Consultant 92 None
68 ABS: 18 since prior to 2005.
ABSS: 8 Formerly President of Save
ABT: 9 Venice, Inc. (preservation
ACF: 16 organization) from
ACOF: 11 2001-2002, Senior Advisor
ADYF: 13 from June 1999-June 2000
AEIF: 17 and President of Historic
AEXR: 16 Hudson Valley (historic
AFIS: 17 preservation) from December
AGBF: 18 1989 - May 1999.
AGGF: 8 Previously, Director of the
AGIF: 12 National Academy of Design.
AGREIF: 14 He has served as a director
AGTGF: 5 or trustee of various
AHIF: 17 AllianceBernstein Funds
AIGF: 16 since 1992.
ALCGF: 18
AMIF: 12
AMIF II: 12
ASMCGF: 18
TAP: 11
Michael J. Downey, # ABF: 5 Private Investor since 92 Asia Pacific
66 ABS: 5 prior to 2005. Formerly, Fund, Inc., and
ABSS: 5 managing partner of The Merger Fund
ABT: 5 Lexington Capital, LLC since prior to
ACF: 5 (investment advisory firm) 2005 and Prospect
ACOF: 5 from December 1997 until Acquisition Corp.
ADYF: 5 December 2003. From 1987 (financial
AEIF: 5 until 1993, Chairman and services) since
AEXR: 5 CEO of Prudential Mutual 2007 until 2009
AFIS: 4 Fund Management, director
AGBF: 5 of the Prudential Mutual
AGGF: 5 Funds, and member of the
AGIF: 5 Executive Committee of
AGREIF: 5 Prudential Securities Inc.
AGTGF: 5 He has served as a director
AHIF: 5 or trustee of the
AIGF: 5 AllianceBernstein Funds
ALCGF: 5 since 2005.
AMIF: 5
AMIF II: 5
ASMCGF: 5
TAP: 5
D. James Guzy, # ABF: 5 Chairman of the Board of 92 Cirrus Logic
74 ABS: 5 PLX Technology Corporation
ABSS: 8 (semi-conductors) and of (semi-conductors)
ABT: 5 SRC Computers Inc., with and PLX
ACF: 5 which he has been Technology, Inc.
ACOF: 7 associated since prior to (semi-conductors)
ADYF: 5 2005. He was a Director of since prior to
AEIF: 5 the Intel Corporation 2005 and Intel
AEXR: 5 (semi-conductors) from 1969 Corporation
AFIS: 4 until 2008, and served as (semi-conductors)
AGBF: 5 Chairman of the Finance since prior to
AGGF: 5 Committee of such company 2005 until 2008
AGIF: 7 for several years until May
AGREIF: 5 2008. He has served as a
AGTGF: 28 Director for one or more of
AHIF: 5 the AllianceBernstein Funds
AIGF: 5 since 1982.
ALCGF: 5
AMIF: 5
AMIF II: 5
ASMCGF: 5
TAP: 5
Nancy P. Jacklin, # ABF: 4 Professorial Lecturer at 92 None
62 ABS: 4 the Johns Hopkins School of
ABSS: 4 Advanced International
ABT: 4 Studies since 2008.
ACF: 4 Formerly, U.S. Executive
ACOF: 4 Director of the
ADYF: 4 International Monetary Fund
AEIF: 4 (December 2002-May 2006);
AEXR: 4 Partner, Clifford Chance
AFIS: 4 (1992-2002); Sector
AGBF: 4 Counsel, International
AGGF: 4 Banking and Finance, and
AGIF: 4 Associate General Counsel,
AGREIF: 4 Citigroup (1985-1992);
AGTGF: 4 Assistant General Counsel
AHIF: 4 (International), Federal
AIGF: 4 Reserve Board of Governors
ALCGF: 4 (1982-1985); and Attorney
AMIF: 4 Advisor, U.S. Department of
AMIF II: 4 the Treasury (1973-1982).
ASMCGF: 4 Member of the Bar of the
TAP: 4 District of Columbia and of
New York; and member of the
Council on Foreign
Relations. She has served
as a director or trustee of
the AllianceBernstein Funds
since 2006.
Garry L. Moody, # ABF: 2 Independent Consultant. 91 None
58 ABS: 2 Formerly, Partner, Deloitte
ABSS: 2 & Touche LLP (1995-2008)
ABT: 2 where he held a number of
ACF: 2 senior positions, including
ACOF: 3 Vice-Chairman, and U.S. and
ADYF: 2 Global Investment
AEIF: 2 Management Practice
AEXR: 2 Managing Partner;
AGBF: 2 President, Fidelity
AGCF: 2 Accounting and Custody
AGGF: 2 Services Company
AGIF: 2 (1993-1995); and Partner,
AGREIF: 2 Ernst & Young LLP
AGTGF: 2 (1975-1993), where he
AHIF: 2 served as the National
AIGF: 2 Director of Mutual Fund Tax
ALCGF: 3 Services. He has served as
AMIF: 2 a director or trustee, and
AMIF II: 3 as Chairman of the Audit
ASMCGF: 2 Committee, of most of the
TAP: 3 AllianceBernstein Funds
since 2008.
Marshall C. Turner, Jr., ABF: 5 Private investor since 92 Xilinx, Inc.
# ABS: 5 prior to 2005, Interim CEO (programmable
68 ABSS: 5 of MEMC Electronic logic
ABT: 5 Materials, Inc. semi-conductors)
ACF: 5 (semi-conductor and solar and MEMC
ACOF: 5 cell substrates) from Electronic
ADYF: 5 November 2008 until March Materials, Inc.
AEIF: 5 2009. He was Chairman and (semi-conductor
AEXR: 5 CEO of Dupont Photomasks, and solar cell
AFIS: 4 Inc. (components of substrates) since
AGBF: 5 semi-conductor prior to 2005
AGGF: 5 manufacturing), 2003-2005,
AGIF: 5 and President and CEO,
AGTGF: 5 2005-2006, after the
AHIF: 5 company was acquired and
ALCGF: 5 renamed Toppan Photomasks,
AIGF: 5 Inc. He has served as a
AMIF: 5 director or trustee of one
AMIF II: 5 or more of the
AREIF: 5 AllianceBernstein Funds
ASMCGF: 5 since 1992.
TAP: 5
Earl D. Weiner, # ABF: 3 Of Counsel, and Partner 92 None
71 ABS: 3 prior to January 2007, of
ABSS: 3 the law firm Sullivan &
ABT: 3 Cromwell LLP and member of
ACF: 3 ABA Federal Regulation of
ACOF: 3 Securities Committee Task
ADYF: 3 Force to draft editions of
AEIF: 3 the Fund Director's
AEXR: 3 Guidebook. He also serves
AFIS: 4 as a director or trustee of
AGBF: 3 various non-profit
AGGF: 3 organizations and has
AGIF: 3 served as Chairman or Vice
AGREIF: 3 Chairman of a number of
AGTGF: 3 them. He has served as a
AHIF: 3 director or trustee of the
AIGF: 3 AllianceBernstein Funds
ALCGF: 3 since 2007 and is Chairman
AMIF: 3 of the Governance and
AMIF II: 3 Nominating Committees of
ASMCGF: 3 most of the Funds.
TAP: 3
Robert M. Keith, +, ++ None Senior Vice President of 5 None
1345 Avenue of the AllianceBernstein L.P. (the
Americas "Adviser")*** and the head of
New York, NY 10105 AllianceBernstein Investments
50 Inc. ("ABI")*** since July
2008; Director of ABI and
President of the
AllianceBernstein Mutual
Funds. Previously, he served
as Executive Managing Director
of ABI from December 2006 to
June 2008. Prior to joining
ABI in 2006, Executive
Managing Director of Bernstein
Global Wealth Management, and
prior thereto, Senior Managing
Director and Global Head of
Client Service and Sales of
the Adviser's institutional
investment management business
since 2004. Prior thereto,
Managing Director and Head of
North American Client Service
and Sales in the Adviser's
institutional investment
management business, with
which he has been associated
since prior to 2004.
* 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 a Fund.
## Member of the Fair Value Pricing Committee.
+ Mr. Keith will become a Director of a Fund if elected at the Meeting by
that Fund.
++ Mr. Keith is an "interested person," as defined in Section 2(a)(19) of the
Investment Company Act of 1940, of each Fund due to his position as an
Executive Vice President of the Adviser.
The business and affairs of each Fund are managed under the direction of that
Fund's Board. Directors who are not "interested persons" of a Fund as defined in
the Investment Company Act of 1940, as amended (the "1940 Act"), are referred to
as "Independent Directors", and Directors who are "interested persons" of a Fund
are referred to as "Interested Directors". Certain information concerning the
Funds' governance structure and each Director is set forth below.
Experience, Skills, Attributes, and Qualifications of the Funds' Directors. The
Governance and Nominating Committee of each Fund's Board, which is composed of
Independent Directors, reviews the experience, qualifications, attributes and
skills of potential candidates for nomination or election by the Board, and
conducts a similar review in connection with the proposed nomination of current
Directors for re-election by stockholders at any annual or special meeting of
stockholders. In evaluating a candidate for nomination or election as a
Director, the Governance and Nominating Committee takes into account the
contribution that the candidate would be expected to make to the diverse mix of
experience, qualifications, attributes and skills that the Governance and
Nominating Committee believes contributes to good governance for the Fund.
Additional information concerning the Governance and Nominating Committee's
consideration of nominees appears in the description of the Committee below.
Each Fund's Board believes that, collectively, the Directors have balanced and
diverse experience, qualifications, attributes, and skills, which allow the
Board to operate effectively in governing the Fund and protecting the interests
of stockholders. The Board of each Fund has concluded that, based on each
Director's experience, qualifications, attributes or skills on an individual
basis and in combination with those of the other Directors, each Director is
qualified and should continue to serve as such.
In determining that a particular Director was and continues to be qualified to
serve as a Director, each Board has considered a variety of criteria, none of
which, in isolation, was controlling. In addition, each Board has taken into
account the actual service and commitment of each Director during his or her
tenure (including the Director's commitment and participation in Board and
committee meetings, as well as his or her current and prior leadership of
standing and ad hoc committees) in concluding that each should continue to
serve. Additional information about the specific experience, skills, attributes
and qualifications of each Director, which in each case led to the Board's
conclusion that the Director should serve (or continue to serve) as trustee or
director of the Fund, is provided in the table above and in the next paragraph.
Among other attributes and qualifications common to all Directors are their
ability to review critically, evaluate, question and discuss information
provided to them (including information requested by the Directors), to interact
effectively with the Adviser, other service providers, counsel and the Fund's
independent registered public accounting firm, and to exercise effective
business judgment in the performance of their duties as Directors. In addition
to his or her service as a Director of the Fund and other AllianceBernstein
Funds as noted in the table above: Mr. Dobkin has experience as an executive of
a number of organizations and served as Chairman of the Audit Committee of many
of the AllianceBernstein Funds from 2001 to 2008; Mr. Downey has experience in
the investment advisory business including as Chairman and Chief Executive
Officer of a large fund complex and as director of a number of
non-AllianceBernstein funds and as Chairman of a non-AllianceBernstein
closed-end fund; Mr. Foulk has experience in the investment advisory and
securities businesses, including as Deputy Controller and Chief Investment
Officer of the State of New York (where his responsibilities included bond
issuances, cash management and oversight of the New York Common Retirement
Fund), has served as Chairman of the AllianceBernstein Funds and of the
Independent Directors Committee since 2003, and is active in a number of mutual
fund related organizations and committees; Mr. Guzy has experience as a
corporate director including as Chairman of a public company and Chairman of the
Finance Committee of a large public technology company; Ms. Jacklin has
experience as a financial services regulator including as U.S. Executive
Director of the International Monetary Fund, which is responsible for ensuring
the stability of the international monetary system, and as a financial services
lawyer in private practice; Mr. Keith has experience as an executive of the
Adviser with responsibility for, among other things, the AllianceBernstein
Funds; Mr. Moody has experience as a certified public accountant including
experience as Vice Chairman and U.S. and Global Investment Management Practice
Partner for a major accounting firm, is a member of the governing council of an
organization of independent directors of mutual funds, and has served as
Chairman of the Audit Committee of most of the AllianceBernstein Funds since
2008; Mr. Turner has experience as a director (including Chairman and Chief
Executive officer of a number of companies) and as a venture capital investor
including prior service as general partner of three institutional venture
capital partnerships; and Mr. Weiner has experience as a securities lawyer whose
practice includes registered investment companies and as Chairman, director or
trustee of a number of boards, and has served as Chairman of the Governance and
Nominating Committee of most of the AllianceBernstein Funds. The disclosure
herein of a director's experience, qualifications, attributes and skills does
not impose on such director any duties, obligations, or liability that are
greater than the duties, obligations, and liability imposed on such director as
a member of the board of directors and any committee thereof in the absence of
such experience, qualifications, attributes and skills.
Board Structure and Oversight Function. Each Fund's Board is responsible for
oversight of that Fund. Each Fund has engaged the Adviser to manage the Fund on
a day-to-day basis. Each Board is responsible for overseeing the Adviser and the
Fund's other service providers in the operations of that Fund in accordance with
the Fund's investment objective and policies and otherwise in accordance with
its prospectus, the requirements of the 1940 Act and other applicable Federal,
state and other securities and other laws, and the Fund's charter and bylaws.
Each Board meets in-person at regularly scheduled meetings eight times
throughout the year. In addition, the Directors may meet in-person or by
telephone at special meetings or on an informal basis at other times. The
Independent Directors also regularly meet without the presence of any
representatives of management. As described below, each Board has established
four standing committees - the Audit, Governance and Nominating, Independent
Directors, and Fair Valuation Committees - and may establish ad hoc committees
or working groups from time to time, to assist the Board in fulfilling its
oversight responsibilities. Each committee is composed exclusively of
Independent Directors. The responsibilities of each committee, including its
oversight responsibilities, are described further below. The Independent
Directors have also engaged independent legal counsel, and may from time to time
engage consultants and other advisors, to assist them in performing their
oversight responsibilities.
An Independent Director serves as Chairman of each Board. The Chairman's duties
include setting the agenda for each Board meeting in consultation with
management, presiding at each Board meeting, meeting with management between
Board meetings, and facilitating communication and coordination between the
Independent Directors and management. The Directors have determined that a
Board's leadership by an Independent Director and its committees composed
exclusively of Independent Directors is appropriate because they believe it sets
the proper tone to the relationships between the Fund, on the one hand, and the
Adviser and other service providers, on the other, and facilitates the exercise
of the Board's independent judgment in evaluating and managing the
relationships. In addition, each Fund is required to have an Independent
Director as Chairman pursuant to certain 2003 regulatory settlements involving
the Adviser.
Risk Oversight. Each Fund is subject to a number of risks, including investment,
compliance and operational risks. Day-to-day risk management with respect to a
Fund resides with the Adviser or other service providers (depending on the
nature of the risk), subject to supervision by the Adviser. Each Board has
charged the Adviser and its affiliates with (i) identifying events or
circumstances, the occurrence of which could have demonstrable and material
adverse effects on the Fund; (ii) to the extent appropriate, reasonable or
practicable, implementing processes and controls reasonably designed to lessen
the possibility that such events or circumstances occur or to mitigate the
effects of such events or circumstances if they do occur; and (iii) creating and
maintaining a system designed to evaluate continuously, and to revise as
appropriate, the processes and controls described in (i) and (ii) above.
Risk oversight forms part of a Board's general oversight of a Fund's investment
program and operations and is addressed as part of various regular Board and
committee activities. Each Fund's investment management and business affairs are
carried out by or through the Adviser and other service providers. Each of these
persons has an independent interest in risk management but the policies and the
methods by which one or more risk management functions are carried out may
differ from the Fund's and each other's in the setting of priorities, the
resources available or the effectiveness of relevant controls. Oversight of risk
management is provided by the Board and the Audit Committee. The Directors
regularly receive reports from, among others, management (including the Global
Heads of Investment Risk and Trading Risk of the Adviser), a Fund's Senior
Office (who is also a Fund's chief compliance officer), its independent
registered public accounting firm, counsel, and internal auditors for the
Adviser, as appropriate, regarding risks faced by the Fund and the Adviser's
risk management programs.
Not all risks that may affect a Fund can be identified, nor can controls be
developed to eliminate or mitigate their occurrence or effects. It may not be
practical or cost-effective to eliminate or mitigate certain risks, the
processes and controls employed to address certain risks may be limited in their
effectiveness, and some risks are simply beyond the reasonable control of the
Fund or the Adviser, its affiliates or other service providers. Moreover, it is
necessary to bear certain risks (such as investment-related risks) to achieve a
Fund's goals. As a result of the foregoing and other factors a Fund's ability to
manage risk is subject to substantial limitations.
As of September 3, 2010, to the knowledge of management, the Directors and
officers of each Fund, both individually and as a group, owned less than 1% of
the shares of any Fund. Additional information related to the equity ownership
of the Directors in each of the Funds and the compensation they received from
the Funds is presented in Appendix [B]. 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.
During the Fund's most recent fiscal year ended in 2009 or 2010, the Board of
ABS met 7 times; of ABSS met 6 times; of ABF met 6 times; of ACF met 6 times; of
ACOF met 7 times; of ACS met 8 times; of ADYF met 6 times; of AEIF met 7 times;
of AEXR met 5 times; of AFIS met 6 times; of AGBF met 7 times; of AGGF met 7
times; of AGREIF met 7 times; of AGTGF met 6 times; of AGCF met 8 times; of AGIF
met 7 times; of AHIF met 9 times; of AIGF met 6 times; of ALCGF met 7 times; of
AMIF met 8 times; of AMIF II met 7 times; of ASMCGF met 6 times; of ABT met 8
times; and of TAP met 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 is to assist
the Board in its oversight of a Fund's financial reporting process. During the
Fund's fiscal year ended in 2009 or 2010, the Audit Committee of ABS met 2
times; of ABSS met 2 times; of ABF met 2 times; of ACF met 2 times; of ACOF met
2 times; of ACS met 4 times; of ADYF met 2 times; of AEIF met 2 times; of AEXR
met 2 times; of AFIS met 3 times; of AGBF met 4 times; of AGGF met 2 times; of
AGREIF met 2 times; of AGTGF met 2 times; of AGCF met 3 times; of AGIF met 2
times; of AHIF met 2 times; of AIGF met 2 times; of ALCGF met 2 times; of AMIF
met 2 times; of AMIF II met 2 times; of ASMCGF met 2 times; of ABT met 2 times;
and of TAP met 2 times.
Each Fund's Board has adopted a charter for its Governance and Nominating
Committee. Pursuant to the charter of the Governance and Nominating Committee,
the 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 and reviews at least annually the performance of
each Director, taking into account factors such as attendance at meetings,
adherence to Board policies, preparation for and participation at meetings,
commitment and contribution to overall work of the Board and its committees, and
whether there are health or other reasons that might affect the Director's
ability to perform his or her duties. The Committee may consider candidates as
Directors submitted by a Fund's current Board members, officers, investment
adviser, stockholders and other appropriate sources.
The Governance and Nominating Committee will consider candidates submitted by a
stockholder or group of stockholders who have beneficially owned at least 5% of
a Fund's outstanding common stock or shares of beneficial interest for at least
two years prior to the time of submission and who timely provide specified
information about the candidates and the nominating stockholder or group. To be
timely for consideration by the Committee, the submission, including all
required information, must be submitted in writing to the attention of the
Secretary at the principal executive offices of a Fund not less than 120 days
before the date of the proxy statement for the previous year's annual meeting of
stockholders or, if an annual meeting was not held in the previous year, all
required information must be received within a reasonable amount of time before
the Fund begins to print and mail its proxy materials. 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. When
assessing a candidate for nomination, the Committee considers whether the
individual's background, skills, and experience will complement the background,
skills, and experience of other nominees and will contribute to the diversity of
the Board.
During the Fund's most recent fiscal year ended in 2009 or 2010, the Governance
and Nominating Committee of ABS met 4 times; of ABSS met 5 times; of ABF met 4
times; of ACF met 4 times; of ACOF met 4 times; of ACS met 4 times; of ADYF met
4 times; of AEIF met 4 times; of AEXR met 4 times; of AFIS met 4 times; of AGBF
met 4 times; of AGGF met 4 times; of AGREIF met 4 times; of AGTGF met 4 times;
of AGCF met 4 times; of AGIF met 4 times; of AHIF met 4 times; of AIGF met 4
times; of ALCGF met 4 times; of AMIF met 4 times; of AMIF II met 4 times; of
ASMCGF met 4 times; of ABT met 4 times; and of TAP met 4 times.
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 Adviser's 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, Distribution Services and Transfer Agency Agreements. During
the Fund's fiscal year ended in 2009 or 2010, the Independent Directors
Committee of ABS met 7 times; of ABSS met 6 times; of ABF met 6 times; of ACF
met 6 times; of ACOF met 7 times; of ACS met 7 times; of ADYF met 6 times; of
AEIF met 7 times; of AEXR met 5 times; of AFIS met 6 times; of AGBF met 6 times;
of AGGF met 6 times; of AGREIF met 7 times; of AGTGF met 6 times; of AGCF met 7
times; of AGIF met 7 times; of AHIF met 6 times; of AIGF met 7 times; of ALCGF
met 6 times; of AMIF met 7 times; of AMIF II met 7 times; of ASMCGF met 6 times;
of ABT met 7 times; and of TAP met 7 times.
Each Board has adopted a process for stockholders to send communications to the
Board of their Fund. To communicate with a Board or an individual Director of a
Fund, a stockholder must send a written communication to that Fund's principal
office at the address listed in the Notice of Joint Annual Meeting of
Stockholders accompanying this Proxy Statement, addressed to the Board of that
Fund or the individual Director. All stockholder communications received in
accordance with this process will be forwarded to the Board or the individual
Director to whom or to which the communication is addressed.
EACH BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" EACH OF THE
NOMINEES TO SERVE AS A DIRECTOR OF THE APPLICABLE FUND. THE ELECTION OF EACH
NOMINEE REQUIRES THE AFFIRMATIVE VOTE OF A PLURALITY OF THE VOTES CAST.
PROPOSAL TWO
AMENDMENTS TO INVESTMENT ADVISORY AGREEMENTS FOR CERTAIN FUNDS
A. AMENDMENTS TO INVESTMENT ADVISORY AGREEMENTS OF CERTAIN FUNDS TO
CONFORM FEE MEASUREMENT PERIODS
ACF - ALLIANCEBERNSTEIN SMALL CAP GROWTH PORTFOLIO ("ACF-SCG")
AGTGF
The Board considered and approved the Adviser's recommendation to amend
each of the investment advisory agreements for ACF-SCG and AGTGF (together, the
"Measurement Advisory Agreements"). The ACF-SCG Measurement Advisory Agreement
was initially approved by the Directors on September 27, 1971, but an amended
and restated Agreement, effective July 22, 1992, was approved by the Directors
on October 22, 1991 and by stockholders on June 11, 1992. The AGTGF Measurement
Advisory Agreement was initially approved by the Directors on December 22, 1981,
but an amended and restated Agreement, effective July 22, 1992, was approved by
the Directors on October 22, 1991 and by stockholders on June 11, 1992. The
standard investment advisory agreement between the Adviser and other Funds
provides that the advisory fee rate is calculated as a percentage of average
daily net assets. The Measurement Advisory Agreements vary from this standard
and provide that the fee rate is calculated as a percentage of net assets at the
end of the preceding calendar quarter. We are proposing an amendment to the
Measurement Advisory Agreements to provide that the advisory fee rate will be
calculated as a percentage of average daily net assets to eliminate disparities
between the contractual fee rate and the effective fee rate that result from the
calculation of the fee rate as of the end of each preceding calendar quarter.
The fee calculation in the Measurement Advisory Agreements varies from the
current standard for historical reasons related to the initial approval dates of
the Measurement Advisory Agreements. The fee calculation was not changed when
the Measurement Advisory Agreements were subsequently amended and restated. We
are recommending that the stockholders approve a change in the fee calculation
methodology at this time because it has become apparent due to, among other
things, recent fluctuations in Fund asset levels that variations in the
effective fee resulting solely from the method of calculating the fee are not
justified. The change will also standardize the fee calculations for the Funds
and conform to current industry practice.
The standard fee rate currently in place for other Funds averages
variations in the net assets of a Fund so that a Fund's effective advisory fee
is generally equal to the contractual rate. In the case of ACF-SCG and AGTGF,
however, the calendar quarter measurement of the advisory fee results in
effective fee rates that may be higher or lower than, or equal to, the
contractual fee rate due solely to variations in net assets at the end of each
calendar quarter. For example, the contractual fee rate for both Funds is
currently 0.75% but the effective fee rate at the end of each of the last three
fiscal years ending July 31, 2008, July 31, 2009 and July 31, 2010,
respectively, was 0.76%, 0.78% and 0.75% for ACF-SCG and 0.73%, 0.73% and 0.74%
for AGTGF. This historical information illustrates differences in the fee rates
resulting from the calendar quarter measurement period. The effective fee rate
for ACF-SCG was higher than the contractual fee rate for the fiscal years 2008
and 2009 and the effective fee rate for AGTGF was lower than the contractual fee
rate for the last three fiscal years. In addition, the effective fee rates may
vary significantly from calendar quarter end to calendar quarter as shown in the
table below.
ACF-SCG
As of As of As of As of
end of 1st end of 2nd end of 3rd end of 4th FYE
Period Quarter (3/30) Quarter (6/30) Quarter (9/30) Quarter (12/30) (7/31)
------ --------------- --------------- --------------- ---------------- -------
2008 0.72% 0.66% 0.52% 0.83% 0.76%
2009 0.88% 0.79% 0.80% 0.84% 0.78%
2010 0.87% 0.62% N/A N/A 0.75%
AGTGF
As of As of As of As of
end of 1st end of 2nd end of 3rd end of 4th FYE
Period Quarter (3/30) Quarter (6/30) Quarter (9/30) Quarter (12/30) (7/31)
------ --------------- --------------- --------------- ---------------- -------
2008 0.71% 0.63% 0.46% 0.80% 0.73%
2009 0.86% 0.74% 0.80% 0.78% 0.73%
2010 0.82% 0.68% N/A N/A 0.74%
These differences are primarily due to changes in a Fund's net asset
levels. In the case of declining net assets, the effective fee rate would likely
be lower than the contractual fee rate, as is the case for AGTGF recently.
ACF-SCG has also experienced periods of declining net assets over recent
periods, but not as significantly as AGTGF, and has recently seen net asset
levels increase, resulting in its effective fee rate exceeding 0.75% in the
fiscal years 2008 and 2009. If a Fund had a fairly stable level of net assets,
it is likely that the effective fee rate would be approximately the same as the
contractual rate.
If the proposed advisory fee rate had been in effect as of the Funds'
recent fiscal year end of July 31, 2010, the expense ratio for ACF-SCG's Class A
shares (and other Classes) would have been the same, but the expense ratio for
AGTGF's Class A shares would have increased from 1.55% to 1.56% with
corresponding changes for other Classes of AGTGF's shares.
Since the change to the measuring period could result in an effective
advisory fee that is higher than the current contractual advisory fee under
certain circumstances, we are requesting that the stockholders approve the
proposed amendments to the Measurement Advisory Agreements. The proposed
amendments would not affect any other terms of the Measurement Advisory
Agreements.
APPROVAL OF PROPOSAL 2.A. REQUIRES THE AFFIRMATIVE VOTE OF THE HOLDERS OF A
"MAJORITY OF THE OUTSTANDING VOTING SECURITIES," OF EACH FUND, AS DEFINED IN THE
1940 ACT, WHICH MEANS THE LESSER OF (I) 67% OR MORE OF THE VOTING SECURITIES OF
THE FUND PRESENT OR REPRESENTED BY PROXY IF THE HOLDERS OF MORE THAN 50% OF THE
FUND'S OUTSTANDING VOTING SECURITIES ARE PRESENT OR REPRESENTED BY PROXY, OR
(II) MORE THAN 50% OF THE OUTSTANDING VOTING SECURITIES OF THE FUND ("1940 ACT
MAJORITY VOTE"). THE BOARD, INCLUDING THE INDEPENDENT DIRECTORS, OF EACH FUND
UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS OF EACH FUND VOTE FOR PROPOSAL 2.A.
B. AMENDMENT TO INVESTMENT ADVISORY AGREEMENT OF TAP REGARDING
REIMBURSEMENT OF ADMINISTRATIVE EXPENSES
The Board considered and approved the Adviser's recommendation that the
investment advisory agreement of TAP (the "TAP Advisory Agreement") be amended.
The standard investment advisory agreement between the Adviser and other Funds
includes an investment advisory fee and also provides for the reimbursement to
the Adviser of the costs of certain non-advisory services that the Adviser
provides to the Fund at the request of the Fund. These reimbursable costs are
for personnel performing certain administrative services for the Funds,
including clerical, accounting, legal and other services ("administrative
services expenses"). The TAP Advisory Agreement does not provide for
reimbursement of the administrative services expenses that are provided to the
Portfolios of TAP as do the standard investment advisory agreements. The TAP
Advisory Agreement was initially approved by the Directors on February 16, 1993
and March 31, 1993. The TAP Advisory Agreement is different from most other
Funds' investment advisory agreements because the TAP Portfolios were acquired
from another fund complex without changes to the TAP Advisory Agreement upon the
acquisition. Implementation of the reimbursement provision for a Portfolio will
be subject to the approval of the Directors of TAP.
The proposed amendment would add a provision to the TAP Advisory Agreement
authorizing reimbursement to the Adviser of the administrative services
expenses. The Adviser's employees provide the same type of administrative
services to the TAP Portfolios as they do for other Funds but, under the TAP
Advisory Agreement, the Adviser receives no reimbursement for these
administrative services expenses. Reimbursement of expenses for administrative
services is a common arrangement in the fund industry. The reimbursement
obligation may be included in an investment advisory agreement or in a separate
agreement. The Directors concurred with the Adviser that the same type of
reimbursement arrangement for administrative services expenses should apply to
TAP as applies to the other Funds.
The following table shows for the fiscal year to date period ended July
31, 2010 each TAP Portfolio's current expense ratio for Class A shares and the
effect of the proposed amendment, if approved by stockholders, on each
Portfolio's expense ratio to three decimal points:
EXPENSE RATIO EXPENSE RATIO
WITHOUT INCLUDING
PORTFOLIO REIMBURSEMENT REIMBURSEMENT
------------- ------------- -------------
TAP Portfolios
AllianceBernstein Growth Fund 1.543% 1.551%
AllianceBernstein Balanced Wealth Strategy 0.996% 0.999%
AllianceBernstein Wealth Appreciation Strategy 1.114% 1.117%
AllianceBernstein Conservative Wealth Strategy 1.003% 1.010%
AllianceBernstein Tax-Managed Balanced Wealth 1.113% 1.136%
Strategy
AllianceBernstein Tax-Managed Wealth 1.049% 1.056%
Appreciation Strategy
AllianceBernstein Tax-Managed Conservative 1.211% 1.256%
Wealth Strategy
As the table indicates, the effect of the proposed amendment on the TAP
Portfolios' expense ratios is modest at current asset levels.
The Directors agreed with the Adviser's recommendation that it would be
appropriate for the TAP Advisory Agreement to be amended to include the same
provisions relating to administrative services expenses as those in the advisory
agreements for most other Funds. All other provisions of the TAP Advisory
Agreement would remain the same except for certain minor conforming amendments.
We are requesting that you approve the amendment to the TAP Advisory Agreement
because it would result in an increase, as reflected above, in the compensation
paid to the Adviser under the TAP Advisory Agreement.
APPROVAL OF PROPOSAL 2.B. REQUIRES THE AFFIRMATIVE VOTE OF THE STOCKHOLDERS OF A
1940 ACT MAJORITY WITH RESPECT TO THE FUND. THE BOARD, INCLUDING THE INDEPENDENT
DIRECTORS, OF THE FUND UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS OF THE FUND
VOTE FOR PROPOSAL 2.B.
PROPOSAL THREE
AMENDMENTS TO DECLARATIONS OF TRUST FOR CERTAIN FUNDS ORGANIZED AS
Massachusetts BUSINESS TRUSTS
AEXR, AMIF II, ABT
A. AMENDMENT OF DECLARATIONS
The Board considered and approved the Adviser's recommendation to amend
the Declarations of Trust (the "Declarations") of each of the Funds listed above
that are organized as Massachusetts Business Trusts ("MBTs"). A stockholder vote
is required to amend the existing Declarations (the "Existing Declarations")
under certain circumstances. The proposed amendments to the Existing
Declarations (the "Amendments") would provide the Directors with broad authority
to amend the Declarations without a vote of stockholders. The proposed Amendment
to each Declaration is set forth below:
The Trustees may by vote of a majority
of the Trustees then in office amend or
otherwise supplement the Declaration by making an
amendment, a Declaration supplemental hereto
or an amended and restated Declaration.
The Amendment would replace Article VIII, Section 8 for the ABT
Declaration in its entirety and would replace certain portions of Section 9.3
for the AEXR and AMIF II Declarations. The Declarations for AEXR and AMIF II
will continue to require the express consent of any affected stockholder or
director for the repeal of limitations on personal liability and prohibitions of
assessment on stockholders and will also continue to specify certain procedural
requirements relating to amendments to the Declarations.
By allowing future amendments of a Declaration without stockholder
approval, the Amendments would remove limits on the Directors' authority to take
actions that they believe would be in the best interests of the Funds and their
stockholders. The Amendments give the Directors the necessary authority and
flexibility to react quickly to changes in legal and regulatory conditions
without the cost and delay of a stockholder meeting when the Directors determine
that the action is in the best interests of stockholders.
The Funds are subject to comprehensive regulation under the 1940 Act and
Massachusetts law and a Board would still be required to submit a future
amendment to a Declaration to a vote of a Fund's stockholders if applicable law
were to require such a vote. Currently, Massachusetts law does not require a
stockholder vote on amendments to a declaration of trust unless the declaration
otherwise provides.
B. OTHER AMENDMENTS TO DECLARATIONS
In connection with approval of the Amendments, the Board considered and
approved the Adviser's recommendation to adopt certain other amendments to the
AEXR, AMIF II and ABT Declarations. These amendments will become effective only
if stockholders approve Proposal 3. The Directors could approve these amendments
after the Meetings if stockholders approve Proposal 3, but we want stockholders
to understand the other proposed amendments approved by the Directors. These
amendments are intended to enable the Directors to take actions that would be in
the best interests of stockholders without the cost and delay of obtaining a
stockholder vote and to improve efficient administration of the Funds under the
Declarations.
Provisions of the Existing Declarations for these Funds require a
stockholder vote to approve a reorganization or merger of a Fund
("Reorganization Provision") and, with respect to AEXR and AMIF II, termination
of the trust ("Termination Provision") and liquidation of a series or class
("Liquidation Provision"). The Directors approved amendments to the
Reorganization Provision, the Termination Provision and the Liquidation
Provision that would eliminate the stockholder vote requirement unless a
stockholder vote is required by the 1940 Act or other applicable law. The
stockholder vote requirement in the Reorganization Provision, Termination
Provision and Liquidation Provision was historically included in the
declarations of MBTs and is now uncommon. Conforming amendments would also be
made to sections of the relevant Declarations that set forth the items for which
stockholders have the power to vote. These sections are Section 7.1 of the AEXR
and AMIF II Declarations and Article V, Section 1 of the ABT Declaration.
The Board also considered and approved the Adviser's recommendation that
they approve certain other administrative amendments to the Declarations as
follows:
1. Quorum Requirements. The AEXR, AMIF II and ABT Declarations
establish higher quorum requirements for a stockholder meeting than those of
many of the other Funds. For AEXR and AMIF II, the quorum requirement is a
majority of the shares entitled to vote and, for ABT, the quorum requirement is
40% of the shares entitled to vote. The higher quorum requirements may impede
the conduct of a stockholder meeting because action cannot be taken unless a
quorum is present. The Board considered and approved the Adviser's
recommendation to amend the quorum requirement to reduce it to 30% of the shares
entitled to vote. A lower quorum will reduce the likelihood of the expense and
delay of adjourning a meeting or resoliciting stockholders should a quorum not
be present in person or by proxy. The revised quorum requirement is similar to
the quorum requirements applicable to a majority of other Funds, which is
one-third of the shares entitled to vote. The Directors have also approved an
amendment to the Bylaws of AEXR and AMIF II in order to conform the quorum
requirements to their amended Declarations.
2. Record Date. The AEXR and AMIF II Declarations provide that the
Directors may set a record date not more than 60 days prior to the date of any
stockholder meeting. This record date period is shorter than the 90-day period
applicable to other Funds and may make it more difficult for the Funds to timely
deliver proxies to stockholders and solicit stockholder votes. The Directors
considered and approved the Adviser's recommendation for the amendment of the
record date requirement to authorize the Directors to set a record date not more
than 90 days prior to the date of a stockholder meeting.
3. Director Meetings. The AEXR and AMIF II Declarations require an
annual meeting of the Directors to be held not later than the last day of the
fourth month after the end of a Fund's fiscal year end. These provisions impose
unnecessary requirements upon the holding of Director meetings. The Board
considered and approved the Adviser's recommendation to approve amendments to
the Declarations to eliminate these provisions.
APPROVAL OF PROPOSAL 3 WITH RESPECT TO EACH FUND REQUIRES THE AFFIRMATIVE VOTE
OF A MAJORITY OF THE SHARES ENTITLED TO VOTE. THE BOARD, INCLUDING THE
INDEPENDENT DIRECTORS, OF EACH FUND UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS
OF EACH FUND VOTE FOR PROPOSAL 3.
PROPOSAL FOUR
AMENDMENT AND RESTATEMENT OF CHARTERS FOR CERTAIN FUNDS ORGANIZED AS
MARYLAND CORPORATIONS
ABS, ABSS, ACF, ACOF, AEIF, AGREIF, AGTGF, AGCF, AGIF, AHIF, AIGF, ALCGF
Each Fund subject to this Proposal is organized as a Maryland corporation
and is subject to the Maryland General Corporation Law ("MGCL"). Under the MGCL,
a Fund is formed pursuant to a charter (each a "Charter") that sets forth
various provisions relating primarily to the governance of that Fund and powers
of the Fund to conduct business. Each Fund's Board has declared advisable and
recommends to the Fund's stockholders the amendment and restatement of the
Charter of that Fund. The Adviser advised the Board of each Fund that the
proposed amendments have two primary objectives. First, the Adviser believes,
and the Director agree, that it is important to modernize and update the
Charters to take full advantage of the flexibility afforded by the provisions of
the MGCL, as they currently exist or may be changed in the future. Second,
stockholders of many of the other Funds approved the amendment and restatement
of their Charters in 2005 and the Adviser believes that it is beneficial for all
of the Funds' Charters to be standardized so that there are no differences among
the Funds. In the past, the existence of different Charter provisions has
imposed burdens in administering the Funds and, in some cases, limited the
Board's authority to take actions that would benefit that Fund and its
stockholders.
Many of the amendments are technical amendments that are designed to allow
a Fund's Board to take full advantage of the provisions of the MGCL. Some of the
Funds are older Funds. Since their formation, law and industry practice have
changed significantly, and the Charters for these Funds contain significant
variations form the Charters of more recently organized Funds. Some provisions
of these Charters are now obsolete because they are regulated by the 1940 Act or
the MGCL and are no longer required in the Charters. Other provisions conflict
with, or permit activities prohibited by, law. For these reasons, the Adviser
recommended to the Boards the amendment and restatement of the Charters as
discussed below in order to modernize and standardize them, which will
facilitate a Board's ability to direct the management of the business and
affairs of a Fund as it deems advisable and in accordance with the Fund's best
interests. Each Board recommends that stockholders approve the amendment and
restatement of the Charter for their Fund.(1) The amendment and restatement of
each Charter will be accomplished by repealing in their entirety all of the
existing Charter provisions and substituting in lieu thereof the new provisions
set forth in the Form of Articles of Amendment and Restatement (each a "New
Charter" and, together, the "New Charters") attached as Appendix [C]. A detailed
summary of the amendments is set forth below. If a stockholder of any Fund would
like a copy of the current Charter for that Fund, please write to Kristine
Antoja at AllianceBernstein L.P., 1345 Avenue of the Americas, New York, New
York 10105.
---------------
(1) Some Funds are organized as series funds and they may have separate
portfolios that are regarded as separate investment companies under the
1940 Act. However, all portfolios of a Fund are governed by the same
Charter and stockholders of each series will vote on the proposed charter
amendments. Therefore, if approved by the stockholders, a New Charter
(defined below) will govern all of the portfolios operated by its Fund.
If approved, the New Charters will give a Board more flexibility and
broader authority to act than do the existing charters. This increased
flexibility is intended to allow the Directors to react more quickly to changes
in competitive and regulatory conditions and allow the Funds to operate in a
more efficient and economical manner.
While each of the New Charters of the Funds are generally the same (except
for variations with respect to authorization and classification of stock), as
explained above, some of the Funds' existing Charters are significantly
different. So, the actual provisions being repealed or amended will vary from
Fund to Fund. The proposed amendments to the Charters fall generally under four
broad categories: (i) series and class structure and related provisions; (ii)
stockholder voting provisions; (iii) mandatory and other redemption provisions;
and (iv) indemnification provisions. Certain of the older Funds have additional
categories. The following discusses the material changes for the Funds within
these broad categories and the additional categories, discusses the Boards'
recommendations as to each amendment, and identifies each Fund for which an
amendment is applicable.
A. SERIES AND CLASS STRUCTURE AND RELATED PROVISIONS
The Adviser recommended, and the Boards declared advisable, the proposed
amendments concerning the establishment and administration of series and classes
(2) of the Funds' stock to update the Charters and to provide the Funds' Boards
with the broadest flexibility to act with respect to series or classes of stock
under the MGCL subject to the 1940 Act. The proposed amendments are as follows:
---------------------
(2) If a Fund is a series fund, the stockholders of each portfolio own shares
of a specific series of stock. Stock of a specific series (or portfolio)
may be divided into more than one class of shares.
o Provide for the automatic readjustment of the number of authorized
shares of a class or series of a Fund that are classified or
reclassified into shares of another class or series of the Fund.
This change is administrative and provides for automatic
readjustment in the number of shares in the charter where changes
are made to one series or class.
All Funds.
o Clarify that the Directors have sole discretion to allocate the
Fund's general assets not otherwise identifiable as belonging to a
particular series or class to and among one or more series or
classes and to provide that any general assets allocated to a series
or class will irrevocably belong to that series or class.
All Funds.
o Provide that debts, liabilities, obligations and expenses of a
series or class are enforceable only with respect to that series or
class and not against the assets of a Fund generally.
All Funds.
o Provide that the Directors may establish a specified holding period
prior to the record date for stockholders to be entitled to
dividends (deleting for some Funds a requirement that such holding
period may not exceed 72 hours) and to provide that dividends or
distributions may be paid in-kind.
All Funds.
o Clarify that (i) debts, liabilities, obligations and expenses of a
series or class shall be charged to the assets of the particular
series or class and (ii) the Directors' determination with respect
to the allocation of all debts, liabilities, obligations and
expenses is conclusive.
(i) All Funds except ABS and AGIF. (ii) Applicable only to ACF and
AGTGF.
o Permit the Board discretion to provide for the automatic conversion
of any share class into any other share class to the extent
disclosed in the Fund's registration statement and permitted by
applicable law and regulations and replace, to the extent
applicable, specific conversion provisions with respect to a class
or series.
All Funds except ABSS, ACOF, AGREIF and AGCF.
o Clarify that redeemed or otherwise acquired shares of stock of a
series or class shall constitute authorized but unissued shares of
stock of that series or class and, in connection with a liquidation
or reorganization of a series or class of a Fund in which
outstanding shares of such class or series are redeemed by the Fund,
that all authorized but unissued shares of such class or series
shall automatically be returned to the status of authorized but
unissued shares of common stock, without further designation as to
series or class.
All Funds.
B. STOCKHOLDER VOTING PROVISIONS
The Adviser recommended, and the Board declared advisable, proposed minor
changes to each Fund's voting provisions. These changes are intended to give the
Directors more flexibility in setting voting requirements consistent with
current MGCL provisions and the best interests of the Funds. These changes also
clarify quorum requirements at meetings for specific classes or series and for a
Fund as a whole. The proposed amendments are as follows:
o Permit, if approved by the Directors as to any matter submitted to
stockholders, a Fund to calculate the number of votes to which
stockholders are entitled to cast on such matter on the basis of the
net asset value of shares rather than on the basis of one vote for
each share outstanding. A Fund would be required to obtain exemptive
relief from the SEC in order to calculate stockholder votes entitled
to be cast in this manner. This amendment would permit the Funds to
address circumstances in which there are large disparities in net
asset value per share among the series of a Fund resulting in
inequitable voting rights among the stockholders of the various
series in relation to the value of a stockholder's investment. While
the Funds do not currently intend to seek exemptive relief, if the
proposed amendment to the charter is approved, the Funds would be
able to rely upon such relief if it is ever requested and granted
without any need to seek stockholder approval of a charter
amendment.
All Funds.
o Permit the Directors to determine that certain matters are subject
to vote only by a specific series or class of the Fund, rather than
by all stockholders of the Fund as a single class, for matters that
are not otherwise prescribed under the 1940 Act or other applicable
law. The charters currently provide that stockholders of a specific
class will vote on issues pertaining only to that class. This
amendment is intended to clarify that the Directors may make this
determination of whether an issue pertains to a particular class
when it is not otherwise specified by law. In addition, the proposed
amendments would clarify that, where a separate class or series vote
is required, a quorum would be determined by the presence in person
or by proxy of the holders of shares of that series or class
entitled to vote at the meeting.
All Funds.
C. MANDATORY AND OTHER REDEMPTION PROPOSALS
The Adviser recommended, and the Boards declared advisable, the proposed
changes to give the Directors greater flexibility to determine when it is in the
best interests of a Fund to redeem shares or to impose fees upon redemption. For
example, small accounts are costly for the Fund to maintain, often at the
expense of larger stockholders. Although the Directors have the ability to set
mandatory redemption amounts within the limits currently set forth in the
charters, the proposed change would provide the Directors with maximum
flexibility to set mandatory redemption amounts that are appropriate for a
Fund's circumstances as well as to determine the method and timing of notice to
stockholders. In addition, these amendments would permit a Board to cause a Fund
to effect mandatory redemptions for other purposes, such as for a reorganization
or liquidation of a Fund or one or more of its series or classes, which are
generally permitted by the MGCL to be undertaken without stockholder approval.
If these changes are adopted, upon approval by the Board, the typical
reorganization or liquidation will require only the stockholder approval
required under the 1940 Act, if any. The proposed amendments are as follows:
o Eliminate the specified dollar amount included for mandatory
redemptions included in the charters.
All Funds.
o Provide the Board with the sole discretion to set a mandatory
redemption threshold for small accounts.
ABS, AGTGF and AGIF.
o Eliminate the current stockholder notice requirement.
All Funds except ABS and AGIF.
o Eliminate a cap on the minimum account amount for mandatory
redemptions amount.
All Funds.
o Amend mandatory redemption provision to give the Board the authority
to redeem shares for other purposes permitted under the MGCL, such
as liquidations or reorganizations, subject to the requirements of
the 1940 Act.
All Funds except ABS and AGIF.
For all Funds except ABS, ACOF, AGCF and AGREIF, the proposed amendments
would broaden the range of fees, which may currently include deferred sales
charges and/or redemption fees that may be imposed at the time of redemption if
approved by the Board and consistent with applicable law. The amended provisions
would refer to "deferred sales charges, redemption fees or other amounts" that
may be imposed upon the redemption of shares. The Directors could determine that
a redemption fee to discourage market timing could be appropriate for a Fund and
the proposed amendments would give the Directors maximum flexibility to impose
such fees. Other amounts could include, for example, stockholder transaction
fees. This amendment would be made applicable to all classes of shares. The
proposed amendments would provide the Funds with the flexibility to impose such
fees, although the Adviser has no current intention to recommend additional
stockholder fees.
D. INDEMNIFICATION PROVISIONS
The charters of the Funds provide that, to the maximum extent permitted by
Maryland law and the 1940 Act, Directors and officers shall not be liable to a
Fund for money damages. Moreover, the charters or Bylaws of the Funds provide
that, to the maximum extent permitted by Maryland law and the 1940 Act,
Directors and officers shall be indemnified by the Fund and shall have expenses
advanced by the Fund. The proposed amendments to certain of the charters would
specifically provide that a Fund has the power to indemnify and advance expenses
to its Directors and officers to the maximum extent permitted by the 1940 Act
and the MGCL. The proposed amendments would also, among other things:
o Clarify or provide that, to the maximum amount permitted by Maryland
law and the 1940 Act, a Fund has the power to obligate itself to
indemnify and advance expenses to a director or officer.
All Funds (New provision for ABS and AGIF).
o Allow a Fund, with approval of the Directors, to indemnify and
advance expenses to any person who served as a director for a
predecessor of the Fund in a capacity that may be indemnified under
the Fund's charter.
All Funds.
o Prohibit retroactive changes to the indemnification provisions in a
Fund's Bylaws. (Similar non-retroactivity provisions already cover
charter provisions.)
All Funds except ABS and AGIF.
o Prohibit retroactive changes to the indemnification provisions in a
Fund's Charter or By-laws.
ABS and AGIF.
o Vest in the Funds the power to indemnify and advance expenses to a
Fund's Directors and officers who, while serving as such for a Fund,
also serve at a Fund's request in a like position of another
enterprise and are subject to liability by reason of their service
in such capacity.
All Funds except AGTGF.
o Replace the specific 1940 Act limitations on indemnification and
advance of expenses in cases of willful misfeasance, bad faith,
negligence, or reckless disregard for duties with a general
reference to limitations on indemnification imposed under the 1940
Act.
All Funds except ABS, AGIF and AGTGF.
We are recommending these amendments because it is important for a Fund to
be able to indemnify and advance expenses to the maximum extent permitted by law
in order to promote efficient and effective management of the Fund. More
restrictive indemnification provisions may make it difficult to attract and
retain qualified Directors and officers notwithstanding the protective
provisions in the Funds' Bylaws and the fact that the Directors have the benefit
of insurance.
E. OTHER REVISIONS FOR SPECIFIC FUNDS
1. Corporate Purpose
The existing Charters of certain Funds enumerate a list of specific powers
of the Fund. Proposed changes would delete these provisions and each such Fund's
charter would provide instead that the Fund shall have all powers permitted by
the MGCL. A Fund is not required to list specific powers in its charter and this
specificity may hinder a Fund's operations and the Directors' flexibility in
determining appropriate actions for a Fund to undertake. The specific list may
restrict the Fund's ability to be competitive in the market without incurring
the cost and delay of a stockholder vote and to respond quickly to regulatory
developments to the detriment of the Fund. By providing a Fund with all the
powers permitted under the MGCL, the proposed amendments will give a Fund and
its Directors broader flexibility to administer and operate the Funds.
o Delete specific powers of a Fund, and provide instead that a Fund
shall have all powers conferred upon it or permitted by the MGCL.
2. Dividends and Distributions
Two of the Funds, ABIS and AGIF, have various provisions relating to
dividends and distributions. Such provisions were presumably considered
customary and desirable when these Funds were formed in 1932, but they are now
obsolete or unnecessary. The proposed amendments would eliminate these and
related unnecessary provisions because the Funds' method and manner of making
dividends and distributions is regulated by the 1940 Act and federal tax law, as
well as applicable limitations on distributions under the MGCL.
o Delete provision that, in each fiscal year, the Fund shall
distribute approximately the amount of net cash income received by
the Fund during the fiscal year.
o Delete a provision giving the Directors discretion to distribute
additional dividends from any assets of a Fund legally available for
payment thereof.
o Delete a provision that requires a Board to sell all dividends and
distributions that are not cash dividends, such as shares of stock
of a company, received by a Fund on its investments and to credit
the net cash proceeds of such sale to cash income and distribute it
to stockholders.
3. Class Provisions
Certain of the Funds have outdated provisions related to matters that
are now governed by the 1940 Act or exemptions thereto. The proposed amendments
would:
o Delete a provision giving the Board the authority to exclude the
designation of the shares of a class or series from the definition
of a "senior security" under the 1940 Act.
ACF.
o Delete a provision, as unnecessary, that permitted distribution to
vary from class to class for the purposes of complying with
regulatory or legislative requirements.
ACF and AGTGF.
4. Stockholder Voting Provision
Certain of the Funds charters are silent on the requirements for a quorum
for transaction of business at stockholders meeting. Recent changes to the MGCL
generally permit, when a charter is silent on the requirements for a quorum at a
stockholders meeting, the Bylaws of a Fund to establish the quorum requirements.
The Bylaws of each of AGS, AGIF and AGTGF generally provide that, at any meeting
of stockholders, the presence in person or by proxy of stockholders entitled to
cast one-third of all the votes entitled to be cast at such meeting on any
matter shall constitute a quorum. The New Charters establish quorum provisions
that are consistent with the Bylaws of ABS, AGIF, and AGTGF. The Adviser
proposed, and the Board deemed advisable that this quorum requirement be added
to these Funds' Charters. This is the same quorum requirement included in most
other Funds' Charters. The New Charters:
o Provide that the presence in person or by proxy of the holders of
shares entitled to cast one-third of the votes entitled to be cast
would constitute a quorum for a stockholder meeting.
ABS, AGIF and AGTGF.
5. Redemption Provisions
The proposed amendments would delete certain provisions relating to
redemptions of shares. These provisions are now unnecessary because the matters
covered by them are governed by Maryland law or the 1940 Act. The proposed
amendments would:
o Delete a provision terminating a stockholder's rights at the time a
redemption price has been determined with certain exceptions.
ABS, ACF, AGIF and AGTGF.
o Delete a provision that authorizes a Fund, upon Board approval, to
buy back shares at a price not exceeding net asset value by an
agreement with stockholders.
ABS, ACF, AGIF and AGTGF.
6. Board of Directors
The proposed amendments would provide that the minimum number of Directors
for a Fund shall be one and eliminate the maximum number of Directors. The
minimum number is currently specified as two or three Directors and the maximum
as twenty (applies to ACF and AGTGF). The proposed amendments would give the
Directors the flexibility to determine the number of Directors that are
appropriate for a Fund's Board based on the specific circumstances of the Fund.
The proposed amendments would also revise the general powers of the Board
and explicitly permit the Board to authorize the issuance of stock and other
securities without stockholder approval unless otherwise required by applicable
law. These amendments provide greater flexibility for the Directors to determine
appropriate actions for a Fund, especially to issue shares to the extent
permitted by the MGCL. The New Charters:
o Provide that the minimum number of Directors for a Fund shall be one
and that the number of Directors may be fixed pursuant to the
Bylaws.
ABS, ACF, AGIF and AGTGF.
o Expand or clarify that the general powers of a Board and explicitly
permit the Board to authorize the issuance of stock and other
securities without stockholder approval.
ABS, ACF, AGIF and AGTGF.
7. Interested Persons Provisions
The Charters for certain Funds currently permit contracts to provide
services between the Fund and interested persons of the Fund, including the
Adviser. Affiliated transactions are regulated under the 1940 Act rather than
the MGCL. The proposed amendments would eliminate the following provisions:
o Procedures that a Fund must follow to enter into a contract with an
affiliate.
ACF and AGTGF.
o Provision that permits interested persons to contract to provide
services for a Fund and provide indemnification with respect to
those provisions.
AGIF.
o Provisions that state that contracts with interested persons will
not be void if such interest is disclosed to the Board and that
permit an interested person to be counted towards a quorum for a
vote to authorize that contract.
ABS and AGIF.
APPROVAL OF PROPOSAL 4 WITH RESPECT TO EACH FUND REQUIRES THE AFFIRMATIVE VOTE
OF THE HOLDERS OF SHARES ENTITLED TO CAST A MAJORITY OF THE VOTES ENTITLED TO BE
CAST. THE BOARD, INCLUDING THE INDEPENDENT DIRECTORS, OF EACH FUND UNANIMOUSLY
RECOMMENDS THAT THE STOCKHOLDERS OF EACH FUND VOTE FOR PROPOSAL 4.
PROPOSAL FIVE
CHANGES TO FUNDAMENTAL POLICIES REGARDING COMMODITIES
ALL FUNDS (EXCEPT ABF-MULTI-ASSET INFLATION STRATEGY,
ACF-MARKET NEUTRAL STRATEGY-U.S.
AND ACF-MARKET NEUTRAL STRATEGY-GLOBAL)
Section 8(b) of the 1940 Act requires a fund to disclose whether it has a
policy to engage in certain activities. Under the 1940 Act, these policies are
"fundamental" and may not be changed without a stockholder vote ("Section 8(b)
Policies"). The Board considered and approved the Adviser's recommendation for
the modification of the fundamental commodities policies of the Funds.
The Funds' current fundamental commodities policies prohibit the purchase
or sale of commodities regulated by the Commodities Futures Trading Commission
("CFTC") under the Commodity Exchange Act ("CEA") except for futures and options
on futures contracts. The Funds' fundamental commodities policy reflected legal
requirements in effect at the time the current policy was adopted. The
derivatives transactions regulated as commodities by the CFTC under the CEA were
futures and options on futures and options on physical commodities. Swaps,
including forward currency exchange contracts, were specifically excluded from
regulation by the CFTC.
As part of its recent financial reform initiative, Congress recently
enacted legislation that, among other things, amends the CEA to subject swaps,
including forward currency exchange contracts, to CFTC regulation. As a result,
the current commodities policy, which specifically refers to commodities
regulated by the CFTC, could potentially limit the Funds' flexibility to engage
in certain swaps and forward currency exchange contracts following the adoption
of regulations implementing the legislation. In order to clarify that the Funds
may continue to engage in the same derivatives transactions that they are
permitted to engage in today, regardless of whether a governmental agency may
regulate these instruments in the future, the Adviser recommended, and the
Directors approved, the following fundamental policy:
The Fund may not purchase or sell commodities except to the extent
that the Fund may do so in accordance with applicable law and the
Fund's Prospectus and Statement of Additional Information, as they
may be amended from time to time.
The proposed fundamental policy would make it clear that the Funds may
continue to engage in swaps, forward currency exchange contracts, as well as
futures, options on futures, and any other commodity or commodities contracts
under investment policies approved by the Directors and disclosed in a Fund's
Prospectuses and SAIs. The Adviser will continue to manage the Funds under the
policies previously approved by the Directors and the proposed amendments would
not result in a change to a Fund's risk exposure. The amended policy would
permit Directors to modify the Funds' investment policies in response to changes
in statutory and regulatory requirements without incurring the time and expense
of obtaining stockholder approval to change the policy and avoid issues relating
to any future changes in the regulation of commodities.
APPROVAL OF PROPOSAL 5 REQUIRES THE AFFIRMATIVE VOTE OF THE STOCKHOLDERS OF A
1940 ACT MAJORITY WITH RESPECT TO EACH FUND. THE BOARD, INCLUDING THE
INDEPENDENT DIRECTORS, OF EACH FUND UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS
OF EACH FUND VOTE FOR PROPOSAL 5.
PROPOSAL SIX
RECLASSIFICATION OF FUNDAMENTAL INVESTMENT OBJECTIVES OF CERTAIN
FUNDS
ABSS - U.S. LARGE CAP PORTFOLIO ("USLC")
AGCF
The Board considered and approved the Adviser's recommendation for the
reclassification of the investment objectives of the Funds listed above as
non-fundamental. The 1940 Act does not require the Funds' investment objectives
to be a fundamental policy that is changeable only by a stockholder vote. This
proposal would give the Directors the flexibility to revise the Funds'
investment objective to respond to changed market conditions or other
circumstances in a timely manner without the delay and expense of obtaining a
stockholder vote. We are not proposing to change the investment objectives.
USLC's investment objective is the same as the other AB Growth Funds, whose
investment objectives are not fundamental. AGCF's fundamental investment
objective requires it to invest at least 80% of its total assets in Greater
China companies. However, ACGF is subject to Rule 35d-1, the so-called "Names
Rule", which also requires it to have a policy to invest at least 80% of its
assets in securities of Greater China companies. While the Directors would have
the flexibility to change the 80% requirement in its investment objective, it
would still be required to have an 80% policy as long as its name included the
reference to Greater China.
As with other investment objectives, we intend to provide stockholders
with advance notice of not less than 60 days of any subsequent material change
to a Fund's investment objective.
APPROVAL OF PROPOSAL 6 REQUIRES THE AFFIRMATIVE VOTE OF THE STOCKHOLDERS OF A
1940 ACT MAJORITY WITH RESPECT TO EACH FUND. THE BOARD, INCLUDING THE
INDEPENDENT DIRECTORS, OF EACH FUND UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS
OF EACH FUND VOTE FOR PROPOSAL 6.
PART III - AUDIT COMMITTEE REPORT AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRMS
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, https://www.alliancebernstein.com
(click on US Investors & Financial Advisors/Investment Products/Mutual
Funds/Open-End). The purposes of the Audit Committee are to (1) assist the Board
in its oversight of the accounting and financial reporting policies and
practices of the Fund, including: (i) quality and integrity of the Fund's
financial statements and the independent audit thereof; (ii) the Fund's
compliance with legal and regulatory requirements, particularly those that
relate to the Fund's accounting, financial reporting, internal controls over
financial reporting, and independent audits; (iii) the retention, independence,
qualifications, and performance of the independent accountants; (iv) meeting
with representatives of the internal audit department of the Adviser regarding
such department's activities relating to the Funds; and (v) the Fund's
compliance with applicable laws by receiving reports from counsel who believe
they have credible evidence of a material violation of law by the Fund or by
someone owing a fiduciary or other duty to the Fund; and (2) to prepare this
report. As set forth in the Audit Committee Charter, management of the Fund is
responsible for the preparation, presentation and integrity of the Fund's
financial statements, the Fund's accounting and financial reporting principles
and internal controls and procedures designed to assure compliance with
accounting standards and applicable laws and regulations. The independent
registered public accounting firm is responsible for auditing the Fund's
financial statements and expressing an opinion as to their conformity with
generally accepted accounting principles.
In the performance of its oversight function, the Audit Committee has
considered and discussed the audited financial statements with management and
the independent registered public accounting firm of the Fund. The Audit
Committee has also discussed with the independent registered public accounting
firm the matters required to be discussed by Statement on Auditing Standards No.
61, Communication with Audit Committees, as currently in effect. The Audit
Committee has also considered whether the provision of any non-audit services
not pre-approved by the Audit Committee provided by the Fund's independent
registered public accounting firm to the Adviser and to any entity controlling,
controlled by or under common control with the Adviser that provides ongoing
services to the Fund is compatible with maintaining the independent registered
public accounting firm's independence. Finally, the Audit Committee has received
the written disclosures and the letter from the independent registered public
accounting firm required by Public Company Accounting Oversight Board Rule 3526,
Communications with Audit Committees Concerning Independence, as currently in
effect, and has discussed the independent registered public account firm's
independence with such firm.
The members of each 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 (Funds other
William H. Foulk, Jr. - Chairman (ACS, than ACS, AFIS and
AFIS and AGCF) AGCF)
D. James Guzy Marshall C. Turner, Jr.
Earl D. Weiner
APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS BY BOARD
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 firms. In addition, the Board of each Fund approved
the independent registered public accounting firms of each Fund as required by
the 1940 Act on the dates specified below. At meetings held on [_________], the
Board of each of [____________] 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 [________], independent registered
public accounting firm to audit the accounts of [__________] for the fiscal year
ending [_________]. [Insert Meeting Dates for Approval of Accounting Firms]
[_____________] has audited the accounts of [___________] 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
[____________] 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 ACCOUNTING FIRM'S FEES
The following table sets forth the aggregate fees billed by the
independent registered public accounting firms 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, consent
letters, and in the case of certain of the Funds, include multi-class
distribution testing and; (iii) tax compliance, tax advice and tax return
preparation; and (iv) aggregate non-audit services provided to the Fund, the
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 to any Fund during this period. [NOTE INFORMATION BELOW WOULD HAVE TO
BE UPDATED TO REFLECT FISCAL 2010 INFORMATION IF ANY OF THE FUNDS WILL HAVE
UPDATED N-CSR INFORMATION AVAILABLE PRIOR TO THE FILING OF THIS PROXY.]
TABLE 1
-------
All Fees for
Non-Audit Services
All Other Fees Provided to the
for Services Fund, Alliance
Audit Provided to and Service
Name of Fund Audit Fees Related Fees Tax Fees Fund Affiliates*
-------------- ------------ ------------ -------- ------------- -----------------
ABF - 2008 $ 0 $ 0 $ 0 n/a $ 0
Bond Inflation Strategy 2009 $ 0 $ 0 $ 0 n/a $ 0
ABF - 2008 $ 60,400 $ 7,711 $ 30,707 n/a $ 998,263
Intermediate Bond 2009 $ 44,837 $ 7,764 $ 5,564 n/a $ 787,985
Portfolio
ABF - Multi-Asset 2008 $ 0 $ 0 $ 0 n/a $ 0
Inflation Strategy 2009 $ 0 $ 0 $ 0 n/a $ 0
ABF - Municipal Bond 2008 $ 0 $ 0 $ 0 n/a $ 0
Inflation Strategy 2009 $ 0 $ 0 $ 0 n/a $ 0
ABS 2008 $ 38,000 $ 3,329 $ 6,988 n/a $ 387,022
2009 $ 33,132 $ 0 $18,025 n/a $ 177,274
ABSS - U.S. Large Cap 2008 $ 23,000 $ 0 $16,863 n/a $ 323,413
Portfolio 2009 $ 22,172 $ 0 $ 7,500 n/a $ 256,549
ABSS - 2000 Retirement 2008 $ 22,750 $ 0 $16,633 n/a $ 323,213
Strategy 2009 $ 22,731 $ 0 $ 6,700 n/a $ 255,749
ABSS - 2005 Retirement 2008 $ 22,750 $ 0 $16,633 n/a $ 323,213
Strategy 2009 $ 22,731 $ 0 $ 6,700 n/a $ 255,749
ABSS - 2010 Retirement 2008 $ 22,750 $ 0 $16,633 n/a $ 323,213
Strategy 2009 $ 22,731 $ 0 $ 6,700 n/a $ 255,749
ABSS - 2015 Retirement 2008 $ 22,750 $ 0 $16,633 n/a $ 323,213
Strategy 2009 $ 22,731 $ 0 $ 6,700 n/a $ 255,749
ABSS - 2020 Retirement 2008 $ 22,750 $ 0 $16,633 n/a $ 323,213
Strategy 2009 $ 22,731 $ 0 $ 6,700 n/a $ 255,749
ABSS - 2025 Retirement 2008 $ 22,750 $ 0 $16,633 n/a $ 323,213
Strategy 2009 $ 22,731 $ 0 $ 6,700 n/a $ 255,749
ABSS - 2030 Retirement 2008 $ 22,750 $ 0 $16,633 n/a $ 323,213
Strategy 2009 $ 22,731 $ 0 $ 6,700 n/a $ 255,749
ABSS - 2035 Retirement 2008 $ 22,750 $ 0 $16,633 n/a $ 323,213
Strategy 2009 $ 22,731 $ 0 $ 6,700 n/a $ 255,749
ABSS - 2040 Retirement 2008 $ 22,750 $ 0 $16,633 n/a $ 323,213
Strategy 2009 $ 22,731 $ 0 $ 6,700 n/a $ 255,749
ABSS - 2045 Retirement 2008 $ 22,750 $ 0 $16,633 n/a $ 323,213
Strategy 2009 $ 22,731 $ 0 $ 6,700 n/a $ 255,749
ABSS - 2050 Retirement 2008 $ 22,750 $ 0 $16,633 n/a $ 323,213
Strategy 2009 $ 22,681 $ 0 $ 6,700 n/a $ 255,749
ABSS - 2055 Retirement 2008 $ 22,750 $ 0 $16,633 n/a $ 323,213
Strategy 2009 $ 22,681 $ 0 $ 6,700 n/a $ 255,749
ABT - AllianceBernstein 2008 $ 37,800 $ 5,184 $16,636 n/a $ 482,165
Value Fund 2009 $ 33,240 $ 0 $ 7,784 n/a $ 782,440
ABT - AllianceBernstein 2008 $ 37,800 $ 5,184 $16,650 n/a $ 982,179
Small/Mid Cap Value 2009 $ 34,120 $ 0 $ 7,784 n/a $ 782,440
Fund
ABT - AllianceBernstein 2008 $ 45,200 $ 5,443 $20,484 n/a $ 486,272
International Value 2009 $ 41,720 $ 0 $ 8,384 n/a $ 783,040
Fund
ABT - AllianceBernstein 2008 $ 37,800 $ 5,184 $19,537 n/a $ 985,066
Global Value Fund 2009 $ 36,665 $ 0 $ 8,384 n/a $ 783,040
ACF - Market Neutral 2008 $ 0 $ 0 $ 0 n/a $ 0
Strategy - Global 2009 $ 0 $ 0 $ 0 n/a $ 0
ACF - Market Neutral 2008 $ 0 $ 0 $ 0 n/a $ 0
Strategy - U.S. 2009 $ 0 $ 0 $ 0 n/a $ 0
ACF - Small Cap Growth 2008 $ 43,000 $ 3,155 $16,323 n/a $1,215,726
Portfolio 2009 $ 33,680 $ 1,650 $ 8,308 n/a $711,673
ACF - U.S. Strategic 2008 $ 0 $ 0 $ 0 n/a $ 0
Research Portfolio 2009 $ 0 $ 0 $ 0 n/a $ 0
AEIF 2008 $ 35,250 $ 0 $ 8,038 n/a $ 386,388
2009 $ 33,231 $ 0 $15,525 n/a $ 174,774
ACOF 2008 n/a
2009 n/a
AEXR 2008 $ 27,300 $ 0 $ 6,576 n/a $ 377,926
2009 $ 26,566 $ 0 $ 3,000 n/a $ 187,249
AFIS - Government STIF 2008 $ 34,100 $ 1,195 $14,100 n/a $1,167,546
Portfolio 2009 $ 35,800 $ 1,816 $19,100 n/a $ 460,445
AGBF 2008 $ 70,587 $ 3,211 $21,907 n/a $ 1,031,365
2009 $ 55,320 $ 4,732 $10,400 n/a $ 746,586
AGCF 2008 $ 32,600 $ 2,785 $15,716 n/a $ 1,214,749
2009 $ 32,240 $ 1,650 $10,084 n/a $ 713,449
AGGF 2008 $ 38,400 $ 0 $20,113 n/a $ 422,713
2009 $ 36,818 $ 0 $13,600 n/a $ 284,799
AGIF 2008 $ 36,500 $ 0 $12,517 n/a $383,867
2009 $ 31,686 $ 0 $16,025 n/a $175,270
AGREIF 2008 $ 58,300 $5,961 $28,375 n/a $ 994,621
2009 $ 45,800 $ 0 $13,884 n/a $ 788,540
AGTGF 2008 $ 44,600 $ 3,205 $18,923 n/a $ 1,218,377
2009 $ 36,320 $ 3,300 $12,684 n/a $ 717,699
ADYF 2008 $ 66,600 $ 5,542 $21,106 n/a $ 986,993
2009 $ 53,739 $ 1,650 $10,900 n/a $ 787,207
AHIF 2008 $ 67,650 $ 8,711 $63,407 n/a $ 1,032,463
2009 $ 60,416 $ 5,668 $10,400 n/a $ 790,725
AIGF 2008 $ 40,500 $ 0 $25,730 n/a $428,350
2009 $ 38,842 $ 0 $13,200 n/a $284,399
ALCGF 2008 $ 35,500 $ 0 $12,125 n/a $ 418,225
2009 $ 30,722 $ 0 $12,725 n/a $ 298,924
AMIF - California 2008 $ 35,110 $ 3,440 $13,625 n/a $ 977,410
Portfolio 2009 $ 31,920 $ 4,699 $ 6,440 n/a $ 785,796
AMIF - High Income 2008 $ 0 $ 0 n/a $ 0
Municipal Portfolio 2009 $ 0 $ 0 n/a $ 0
AMIF - National 2008 $ 35,110 $ 3,440 $13,625 n/a $977,410
Portfolio 2009 $ 31,920 $ 4,389 $ 5,790 n/a $ 784,835
AMIF - New York 2008 $ 35,110 $ 3,440 $13,625 n/a $ 977,410
Portfolio 2009 $ 31,920 $ 2,422 $ 5,790 n/a $ 782,868
AMIF II - Arizona 2008 $ 26,767 $ 3,148 $14,758 n/a $1,024,154
Portfolio 2009 $ 26,879 $ 4,732 $ 6,983 n/a $ 743,169
AMIF II - Massachusetts 2008 $ 26,767 $ 3,148 $ 14,758 n/a $1,024,154
Portfolio 2009 $ 26,879 $ 4,732 $ 6,983 n/a $ 743,169
AMIF II - Michigan 2008 $ 26,767 $ 3,148 $ 14,758 n/a $ 1,024,154
Portfolio 2009 $ 26,879 $ 4,732 $ 6,983 n/a $ 743,169
AMIF II - Minnesota 2008 $ 26,767 $ 3,148 $ 14,758 n/a $ 1,024,154
Portfolio 2009 $ 26,880 $ 4,732 $ 6,983 n/a $ 743,169
AMIF II - New Jersey 2008 $ 26,767 $ 3,148 $ 14,758 n/a $ 1,024,154
Portfolio 2009 $ 26,880 $ 4,732 $ 6,983 n/a $ 743,169
AMIF II - Ohio Portfolio 2008 $ 26,767 $ 3,148 $ 14,758 n/a $ 1,024,154
2009 $ 26,880 $ 4,732 $ 6,983 n/a $ 743,169
AMIF II - Pennsylvania 2008 $ 26,767 $ 3,148 $ 14,758 n/a $ 1,024,154
Portfolio 2009 $ 26,880 $ 4,732 $ 6,983 n/a $ 743,169
AMIF II - Virginia 2008 $ 26,767 $ 3,148 $ 14,758 n/a $ 1,024,154
Portfolio 2009 $ 26,880 $ 4,732 $ 6,983 n/a $ 743,169
ASMCGF 2008 $ 35,500 $ 0 $ 13,175 n/a $ 419,275
2009 $ 30,722 $ 0 $ 4,200 n/a $ 286,199
TAP - 2008 n/a
AllianceBernstein 2009 n/a
Growth Fund
TAP - 2008 $ 22,750 $ 0 $ 16,863 n/a $ 323,413
Conservative Wealth 2009 $ 22,681 $ 0 $ 7,500 n/a $ 256,549
Strategy
TAP - 2008 $ 40,200 $ 0 $ 18,825 n/a $ 325,375
Tax-Managed 2009 $ 36,753 $ 0 $ 8,600 n/a $ 257,649
Conservative Wealth
Strategy
TAP - 2008 $ 22,750 $ 0 $ 16,863 n/a $ 323,413
Balanced Wealth Strategy 2009 $ 22,681 $ 0 $ 7,500 n/a $ 256,549
TAP- 2008 $ 40,200 $ 0 $ 21,325 n/a $ 327,875
Tax-Managed Balanced 2009 $ 36,753 $ 0 $ 8,600 n/a $ 257,649
Wealth Strategy
TAP- 2008 $ 22,750 $ 0 $ 18,363 n/a $ 324,913
Wealth Appreciation 2009 $ 20,681 $ 0 $ 7,500 n/a $ 256,549
Strategy
TAP - 2008 $ 40,200 $ 0 $ 20,275 n/a $ 326,825
Tax-Managed Wealth 2009 $ 36,753 $ 0 $ 7,500 n/a $ 256,549
Appreciation Strategy
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 auditors. 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 for Audit Fees, Audit-Related Fees and Tax Fees in Table 1 are
for services pre-approved by the Audit Committee.
The amounts of the Fees for Non-Audit Services provided to the Fund, the
Adviser and Service Affiliates in Table 1 for each Fund that were subject to
pre-approval by the Audit Committee for 2008 and 2009 are presented below in
Table 2 (includes conducting an annual internal control report pursuant to
Statement on Accounting Standards No. 70). 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 auditors to the Adviser
and Service Affiliates is compatible with maintaining the auditors'
independence.
TABLE 2
-------
Fees for Non-Audit Services
Provided to the Fund, the
Adviser and Service
Affiliates Subject to
Pre-Approval by Audit Portion Comprised Portion Comprised
Committee of Audit Related Fees of Tax Fees
------------------------ ---------------------- ---------------------
ABF - 2008 $ 0 $ 0 $ 0
Bond Inflation Strategy 2009 $ 0 $ 0 $ 0
ABF - 2008 $ 181,037 $ 150,830 $ 30,207
Intermediate Bond 2009 $ 257,174 $ 251,610 $ 5,564
Portfolio
ABF - Multi-Asset 2008
Inflation Strategy 2009
ABF - Municipal Bond 2008
Inflation Strategy 2009
ABS 2008 $ 8,672 $ 1,680 $ 6,988
2009 $ 18,025 $ 0 $ 18,025
ABSS - U.S. Large Cap 2008 $ 323,413 $ 0 $ 16,863
Portfolio 2009 $ 256,549 $ 0 $ 7,500
ABSS - 2000 Retirement 2008 $ 323,213 $ 16,663
Strategy 2009 $ 255,749 $ 6,700
ABSS - 2005 Retirement 2008 $ 323,213 $ 16,663
Strategy 2009 $ 255,749 $ 6,700
ABSS - 2010 Retirement 2008 $ 323,213 $ 16,663
Strategy 2009 $ 255,749 $ 6,700
ABSS - 2015 Retirement 2008 $ 323,213 $ 16,663
Strategy 2009 $ 255,749 $ 6,700
ABSS - 2020 Retirement 2008 $ 323,213 $ 16,663
Strategy 2009 $ 255,749 $ 6,700
ABSS - 2025 Retirement 2008 $ 323,213 $ 16,663
Strategy 2009 $ 255,749 $ 6,700
ABSS - 2030 Retirement 2008 $ 323,213 $ 16,663
Strategy 2009 $ 255,749 $ 6,700
ABSS - 2035 Retirement 2008 $ 323,213 $ 16,663
Strategy 2009 $ 255,749 $ 6,700
ABSS - 2040 Retirement 2008 $ 323,213 $ 16,663
Strategy 2009 $ 255,749 $ 6,700
ABSS - 2045 Retirement 2008 $ 323,213 $ 16,663
Strategy 2009 $ 255,749 $ 6,700
ABSS - 2050 Retirement 2008 $ 323,213 $ 16,663
Strategy 2009 $ 255,749 $ 6,700
ABSS - 2055 Retirement 2008 $ 323,213 $ 16,663
Strategy 2009 $ 255,749 $ 6,700
ABT - AllianceBernstein 2008 $ 482,165 $ 5,184 $ 16,636
Value Fund 2009 $ 782,440 $ 0 $ 7,784
ABT - AllianceBernstein 2008 $ 982,179 $ 5,184 $ 16,650
Small/Mid Cap 2009 $ 782,440 $ 0 $ 7,784
Value Fund
ABT - AllianceBernstein 2008 $ 986,272 $ 5,443 $ 20,484
International 2009 $ 783,040 $ 0 $ 8,384
Value Fund
ABT - AllianceBernstein 2008 $ 985,066 $ 5,184 $ 19,537
Global Value Fund 2009 $ 783,040 $ 0 $ 8,384
ACF - Market Neutral 2008 $ 0 $ 0 $ 0
Strategy - Global 2009 $ 0 $ 0 $ 0
ACF - Market Neutral 2008 $ 0 $ 0 $ 0
Strategy - U.S. 2009 $ 0 $ 0 $ 0
ACF - Small Cap Growth 2008 $ 162,597 $ 145,279 $ 16,323
Portfolio 2009 $ 253,804 $ 245,996 $ 8,308
ACF - U.S. Strategic 2008
Research Portfolio 2009
ACOF 2008
2009
AEIF 2008 $ 386,388 $ 0 $ 8,038
2009 $ 174,774 $ 0 $ 15,525
AEXR 2008 $ 377,926 $ 0 $ 6,576
2009 $ 187,249 $ 0 $ 3,000
AFIS - Government STIF 2008 $ 960,059 $ 145,959 $ 14,100
Portfolio 2009 $ 20,916 $ 1,816 $ 19,100
AHIF 2008 $ 1,032,463 $ 8,711 $ 63,407
2009 $ 790,725 $ 5,608 $ 10,400
AGBF 2008 $1,031,365 $ 3,211 $ 21,907
2009 $ 746,586 $ 4,732 $ 10,400
AGCF 2008 $1,214,749 $ 2,785 $ 15,716
2009 $ 713,449 $ 1,650 $ 10,084
AGGF 2008
2009
AGREIF 2008 $ 177,595 $ 142,020 $ 28,375
2009 $ 257,730 $ 243,846 $ 13,884
AGTGF 2008 $ 165,248 $ 146,325 $ 18,923
2009 $ 259,830 $ 247,146 $ 12,684
ADYF 2008 $ 986,993 $ 5,542 $ 21,106
2009 $ 787,207 $ 1,650 $ 10,900
AHIF 2008
2009
AIGF 2008 $ 25,730 $ 0 $ 25,930
2009 $ 13,200 $ 0 $ 13,200
ALCGF 2008 $ 12,125 $ 0 $ 12,125
2009 $ 16,925 $ 0 $ 16,925
AMIF - California 2008 $ 977,410 $ 3,440 $ 13,625
Portfolio 2009 $ 785,796 $ 4,699 $ 6,440
AMIF - High Income 2008 $1,032,463 $ 8,711 $ 63,407
Municipal 2009 $ 790,725 $ 5,668 $ 10,400
Portfolio
AMIF - National 2008 $ 977,410 $ 3,440 $ 13,625
Portfolio 2009 $ 784,835 $ 4,389 $ 5,790
AMIF - New York 2008 $ 977,410 $ 3,440 $ 13,625
Portfolio 2009 $ 782,868 $ 2,422 $ 5,790
AMIF II - Arizona 2008 $1,024,154 $ 3,148 $ 14,758
Portfolio 2009 $ 743,169 $ 4,732 $ 6,983
AMIF II - Massachusetts 2008 $ 761,225 $ 746,209 $ 14,758
Portfolio 2009 $ 252,479 $ 245,496 $ 6,983
AMIF II - Michigan 2008 $1,024,154 $ 161,025 $ 146,267
Portfolio 2009 $ 743,169 $ 252,479 $ 245,496
AMIF II - Minnesota 2008 $ 1,024,154 $ 3,148 $ 14,758
Portfolio 2009 $ 743,169 $ 4,732 $ 6,983
AMIF II - New Jersey 2008 $1,024,154 $ 3,148 $ 14,758
Portfolio 2009 $ 743,169 $ 4,732 $ 6,983
AMIF II - Ohio 2008 $ 161,025 $ 146,267 $ 14,758
Portfolio 2009 $ 252,479 $ 245,996 $ 6,983
AMIF II - Pennsylvania 2008 $1,024,154 $ 3,148 $ 14,758
Portfolio 2009 $ 743,169 $ 4,732 $ 6,983
AMIF II - Virginia 2008 $ 61,025 $ 146,267 $ 14,758
Portfolio 2009 $ 52,479 $ 245,496 $ 6,983
ASMCGF 2008 $ 419,275 $ 0 $ 13,175
2009 $ 286,199 $ 0 $ 4,200
TAP - 2008 $ 417,425 $ 0 $ 11,325
AllianceBernstein 2009 $ 286,999 $ 0 $ 5,000
Growth Fund
TAP - 2008 $ 323,413 $ 0 $ 16,863
Conservative Wealth 2009 $ 256,549 $ 0 $ 7,500
Strategy
TAP - 2008 $ 325,375 $ 0 $ 18,825
Tax-Managed 2009 $ 257,649 $ 0 $ 8,600
Conservative Wealth
Strategy
TAP - 2008 $ 323,413 $ 0 $ 16,863
Balanced Wealth 2009 $ 256,549 $ 0 $ 7,500
Strategy
TAP- 2008 $ 327,875 $ 0 $ 21,325
Tax-Managed Balanced 2009 $ 257,649 $ 0 $ 8,600
Wealth Strategy
TAP- 2008 $ 324,913 $ 0 $ 18,363
Wealth Appreciation 2009 $ 256,549 $ 0 $ 7,500
Strategy
TAP - 2008 $ 326,825 $ 0 $ 20,275
Tax-Managed Wealth 2009 $ 256,549 $ 0 $ 7,500
Appreciation
Strategy
PART IV - PROXY VOTING AND STOCKHOLDER MEETINGS
-----------------------------------------------
All properly executed and timely received proxies will be voted at the
Meeting in accordance with the instructions marked thereon or otherwise provided
therein. Accordingly, unless instructions to the contrary are marked on the
proxies, the votes will be cast (i) for the election of each of the nominees as
a Director for a Fund (Proposal One), (ii) for the amendment of the Investment
Advisory Agreements for certain of the Funds (Proposals Two A. and B.), (iii)
for the amendment of the Declarations of Trust for certain of the Funds that are
organized as Massachusetts Business Trusts (Proposal Three) (iv) for the
amendment and restatement of the Charters for certain of the Funds that are
organized as Maryland Corporations (Proposal Four) (v) for the amendment of
certain of the Funds' fundamental policies regarding commodities (Proposal Five)
and (vi) for the reclassification of certain of the Funds' fundamental
investment objectives as non-fundamental (Proposal Six).
Those stockholders who hold shares directly and not through a broker or
nominee (that is, a stockholder of record) may authorize their proxies to cast
their votes by completing a Proxy Card and returning it by mail in the enclosed
postage-paid envelope as well as by telephoning toll free (866) 451-3783. Owners
of shares held through a broker or nominee (who is a stockholder of record for
those shares) should follow directions provided to the stockholder by the broker
or nominee to submit voting instructions. Instructions to be followed by a
stockholder of record to submit a proxy via telephone or on the Internet,
including use of the Control Number on the stockholder's Proxy Card, are
designed to verify stockholder identities, to allow stockholders to give voting
instructions and to confirm that stockholder instructions have been recorded
properly. Stockholders who authorize proxies by telephone should not also return
a Proxy Card. A stockholder of record may revoke the 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 authorizing a
later-dated proxy (either by signing and mailing another Proxy Card or by
telephone or on the Internet, as indicated above), or by personally attending
and voting at the Meeting.
Properly executed proxies may be returned with instructions to abstain
from voting or to withhold authority to vote (an "abstention") or represent a
broker "non-vote" (which is a proxy from a broker or nominee indicating that the
broker or nominee has not received instructions from the beneficial owner or
other person entitled to vote shares on a particular matter with respect to
which the broker or nominee does not have discretionary power to vote).
For all Funds, the approval of Proposal One requires the affirmative vote
of a plurality of the votes cast. The approvals of Proposals Two A. and B.
require the affirmative vote of the stockholders of a 1940 Act Majority for each
of ACF-SCG, AGTGF, and TAP. The approval of Proposal Three requires the
affirmative vote of a majority of the shares entitled to vote for each of AEXR,
AMIF II, and ABT. The approval of Proposal Four requires an affirmative vote of
a majority of the votes entitled to be cast for each of ABS, ABSS, ACF, ACOF,
AEIF, AGCF, AGIF, AGTGF, AGREIF, AHIF, AIGF, and ALCGF. The approval of Proposal
Five requires the affirmative vote of the stockholders of a 1940 Act Majority
for each of the Funds. The approval of Proposal Six requires the affirmative
vote of the stockholders of a 1940 Act Majority for each of ABSS - USLC and
AGCF. Abstentions and broker non-votes, if any, not being votes cast, will have
no effect on the outcome of Proposal One and Proposal Three. The approval of
Proposal Two, Proposal Five and Proposal Six requires a 1940 Act Majority or the
affirmative vote of the holders of a "majority of the outstanding voting
securities" of a Fund as defined in the 1940 Act, which means the lesser of (i)
67% or more of the voting securities of the Fund present or represented by
proxy, or (ii) more than 50% of the outstanding voting securities of the Fund.
With respect to Proposal Two, Proposal Four, Proposal Five and Proposal Six, an
abstention or broker non-vote, if any, will be considered present for purposes
of determining the existence of a quorum but will have the effect of a vote
against those proposals. If any matter other than the proposals properly comes
before the Meeting, the shares represented by proxies will be voted on all such
other proposals in the discretion of the person or persons voting the proxies.
The Funds have not received notice of, and are not otherwise aware of, any other
matter to be presented at the Meeting.
For most Funds, a quorum for the Meetings will consist of the presence in
person or by proxy of the holders of one-third of a Fund's shares entitled to
vote at the Meetings. With respect to AEXR and AMIF II, a quorum for the
Meetings will consist of the presence in person or by proxy of the holders of a
majority of a Fund's shares issued and outstanding and entitled to vote at the
Meetings. With respect to ABT, a quorum for the Meetings will consist of the
presence in person or by proxy of the holders of 40% of the Fund's shares
entitled to vote at the Meetings. With respect to ACS and TAP, a quorum for the
Meetings will consist of the presence in person or by proxy of the holders of
30% of a Fund's shares entitled to vote at the Meetings. In the event a quorum
is not present at the Meeting, or, even if a quorum is so present, if sufficient
votes in favor of the position recommended by the Board on any Proposal
described in the Proxy Statement are not timely received, the Chairman of a
Board may authorize, or the persons named as proxies may propose and vote for
one or more adjournments of the Meeting up to 120 days after the record date to
permit further solicitation of proxies. The Meeting may be adjourned with
respect to fewer than all the Proposals in the Proxy Statement and a stockholder
vote may be taken on any one or more of the Proposals prior to any adjournment
if sufficient votes have been received for approval thereof. Shares represented
by proxies indicating a vote contrary to the position recommended by a majority
of the Board on a Proposal will be voted against adjournment as to that
Proposal.
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 their Fund and on any other matter that may properly
come before the meeting for that 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.
Each Fund has engaged Broadridge Financial Solutions, Inc. ("Broadridge"),
60 Research Road, Hingham, MA 02043, to assist in soliciting proxies for the
Meeting. Broadridge will receive a total fee of $1 million for its services,
which will be borne by the Funds.
PART V - OTHER INFORMATION
--------------------------
OFFICERS OF THE FUNDS
Certain information concerning the Funds' officers is set forth below. The
Funds' officers are elected annually by the respective Board of Directors until
his or her successor is duly elected and qualifies.
Position(s) Principal Occupation
Name, (Month and Year during the
Address* and Age Year First Elected) past 5 years
---------------- -------------------- -------------
Robert M. Keith President and Chief Executive See biography above.
50 Officer, All Funds (09/08)
Philip L. Kirstein Senior Vice President and Senior Vice President and
65 Independent Compliance Officer, Independent Compliance Officer of
All Funds (10/04) 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.
Emilie 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.
Joseph J. Mantineo Treasurer and Senior Vice President of
50 Chief Financial Officer, AllianceBernstein Investor
All Funds (8/06) Services, Inc. ("ABIS")**, with
which he has been associated
since prior to 2005.
Phyllis J. Clarke Controller, Vice President of ABIS**, with
49 All Funds, (5/09) 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.
INFORMATION AS TO THE INVESTMENT ADVISER,
ADMINISTRATOR, AND DISTRIBUTOR OF THE FUNDS
Each Fund's investment adviser and administrator is AllianceBernstein
L.P., 1345 Avenue of the Americas, New York, New York 10105. Each Fund's
distributor is AllianceBernstein Investments, Inc., 1345 Avenue of the Americas,
New York, New York 10105.
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.
STOCK OWNERSHIP
Information regarding person(s) who owned of record or were known by a
Fund to beneficially own 5% or more of a Fund's share (or class of shares, if
applicable) on August 1, 2010 is provided in Appendix [D].
SUBMISSION OF PROPOSALS
FOR NEXT MEETING OF STOCKHOLDERS
The Funds do not hold stockholder meetings annually. Any stockholder who
wishes to submit a proposal to be included in the Fund's proxy statement and
form of proxy card for a Fund's next meeting of stockholders should send the
proposal to the Fund so as to be received within a reasonable time before a Fund
begins to print and mail its proxy materials relating to such meeting.
A stockholder who wishes (a) to submit a proposal at a stockholders
meeting but does not want the proposal to appear in the Fund's proxy statement
or proxy card, or (b) to submit a nomination for director at an annual meeting
of stockholders, should consult the Fund's Bylaws for timing and informational
requirements. The Bylaws of each Fund currently provide that, in any year in
which an annual meeting of stockholders is to be held, to be timely, a
stockholder's notice of nomination or proposal shall set forth all information
required under the Bylaws and shall be delivered to the Secretary of the Fund at
the principal executive office of the Fund not earlier than the 150th day prior
to the anniversary of the date of mailing of the notice for the preceding annual
meeting nor later than 5:00 p.m., Eastern Time, on the 120th day prior to the
anniversary of the date of mailing of the notice for the preceding annual
meeting. In the event that the date of the annual meeting is advanced or delayed
by more than 30 days from the anniversary of the date of the preceding annual
meeting, notice by the stockholder to be timely must be delivered not earlier
than the 150th day prior to the date of such annual meeting and not later than
5:00 p.m., Eastern Time, on the later of the 120th day prior to the date of such
annual meeting or the tenth day following the day on which public announcement
of the date of such meeting is first made.
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 Kristine Antoja at AllianceBernstein L.P., 1345 Avenue
of the Americas, New York, New York 10105.
By Order of the Boards of Directors,
------------------------------------
Emilie Wrapp
Secretary
September 15, 2010
New York, New York
APPENDIX A - OUTSTANDING VOTING SHARES
A list of the outstanding voting shares for each of the Funds as of the record
date is presented below:
Maryland Corporations
ABF
ABS
ABSS
ACF
ACOF
AEIF
AFIS
AGBF
AGCF
AGGF
AGIF
AGREIF
AGSIT
AGTGF
AHIF
AIGF
ALCGF
AMIF
ASMCGF
Massachusetts Business Trusts
ACS
AEXR
AMIF II
TAP
ABT
APPENDIX B - ADDITIONAL INFORMATION REGARDING DIRECTORS
Ownership in the Funds
It is the policy of the Boards of Directors of all registered investment
companies to which the Adviser provides investment advisory services, including
the Funds (collectively, the "AllianceBernstein Fund Complex"), that each
Independent Director will invest specified minimum amounts, and (in the case of
most of the Independent Directors of the Funds) a minimum of $250,000, in shares
of investment companies in the AllianceBernstein Fund Complex within 12 months
of becoming an Independent Director.
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 AllianceBernstein
Equity Securities in a Fund Complex
Fund as of August 1, 2010 as of August 1, 2010
John H. Dobkin ABS None Over $100,000
ABSS None Over $100,000
ABF None Over $100,000
ACF $10,001-$50,000 Over $100,000
ACOF None Over $100,000
ACS None Over $100,000
ADYF None Over $100,000
AEIF None Over $100,000
AEXR None Over $100,000
AFIS None Over $100,000
AGBF None Over $100,000
AGGF None Over $100,000
AGREIF None Over $100,000
AGTGF $50,001-$100,000 Over $100,000
AGIF $50,001-$100,000 Over $100,000
AHIF None Over $100,000
AIGF $10,001-$50,000 Over $100,000
ALCGF Over $100,000 Over $100,000
AMIF None Over $100,000
AMIF II None Over $100,000
ASMCGF $10,001-$50,000 Over $100,000
ABT $50,001-$100,000 Over $100,000
TAP Over $100,000 Over $100,000
Michael J. Downey ABS None Over $100,000
ABSS $10,001-$50,000 Over $100,000
ABF None Over $100,000
ACF None Over $100,000
ACOF $10,001-$50,000 Over $100,000
ACS None Over $100,000
ADYF None Over $100,000
AEIF None Over $100,000
AEXR None Over $100,000
AFIS None Over $100,000
AGBF None Over $100,000
AGGF None Over $100,000
AGREIF None Over $100,000
AGTGF None Over $100,000
AGCF None Over $100,000
AGIF None Over $100,000
AHIF $10,001-$50,000 Over $100,000
AIGF None Over $100,000
ALCGF None Over $100,000
AMIF None Over $100,000
AMIF II None Over $100,000
ASMCGF $10,001-$50,000 Over $100,000
ABT $10,001-$50,000 Over $100,000
TAP [___________] Over $100,000
William H. Foulk, Jr. ABS None Over $100,000
ABSS None Over $100,000
ABF None Over $100,000
ACF $10,001-$50,000 Over $100,000
ACOF None Over $100,000
ACS None Over $100,000
ADYF None Over $100,000
AEIF None Over $100,000
AEXR $50,001-$100,000 Over $100,000
AFIS None Over $100,000
AGBF None Over $100,000
AGGF None Over $100,000
AGREIF None Over $100,000
AGTGF $10,001-$50,000 Over $100,000
AGCF None Over $100,000
AGIF None Over $100,000
AHIF None Over $100,000
AIGF $10,001-$50,000 Over $100,000
ALCGF $10,001-$50,000 Over $100,000
AMIF None Over $100,000
AMIF II None Over $100,000
ASMCGF $1-$10,000 Over $100,000
ABT $1-$10,000 Over $100,000
TAP $10,001-$50,000 Over $100,000
D. James Guzy ABS None Over $100,000
ABSS None Over $100,000
ABF None Over $100,000
ACF None Over $100,000
ACOF None Over $100,000
ACS None Over $100,000
ADYF None Over $100,000
AEIF None Over $100,000
AEXR None Over $100,000
AFIS None Over $100,000
AGBF None Over $100,000
AGGF None Over $100,000
AGREIF None Over $100,000
AGTGF $50,001-$100,000 Over $100,000
AGCF None Over $100,000
AGIF None Over $100,000
AHIF None Over $100,000
AIGF None Over $100,000
ALCGF None Over $100,000
AMIF None Over $100,000
AMIF II None Over $100,000
ASMCGF None Over $100,000
ABT None Over $100,000
TAP Over $100,000 Over $100,000
Nancy P. Jacklin ABS None Over $100,000
ABSS $50,001-$100,000 Over $100,000
ABF None Over $100,000
ACF None Over $100,000
ACOF None Over $100,000
ACS None Over $100,000
ADYF None Over $100,000
AEIF $1-$10,0000 Over $100,000
AEXR $10,001-$50,000 Over $100,000
AFIS None Over $100,000
AGBF None Over $100,000
AGGF None Over $100,000
AGREIF None Over $100,000
AGTGF None Over $100,000
AGCF None Over $100,000
AGIF None Over $100,000
AHIF None Over $100,000
AIGF None Over $100,000
ALCGF $10,001-$50,000 Over $100,000
AMIF $10,001-$50,000 Over $100,000
AMIF II None Over $100,000
ASMCGF None Over $100,000
ABT None Over $100,000
TAP $50,001-$100,000 Over $100,000
Robert M. Keith ABS [___________] [___________]
ABSS [___________] [___________]
ABF [___________] [___________]
ACF [___________] [___________]
ACOF [___________] [___________]
ACS [___________] [___________]
ADYF [___________] [___________]
AEIF [___________] [___________]
AEXR [___________] [___________]
AFIS [___________] [___________]
AGBF [___________] [___________]
AGGF [___________] [___________]
AGREIF [___________] [___________]
AGTGF [___________] [___________]
AGCF [___________] [___________]
AGIF [___________] [___________]
AHIF [___________] [___________]
AIGF [___________] [___________]
ALCGF [___________] [___________]
AMIF [___________] [___________]
AMIF II [___________] [___________]
ASMCGF [___________] [___________]
ABT [___________] [___________]
TAP [___________] [___________]
Garry L. Moody ABS None Over $100,000
ABSS None Over $100,000
ABF None Over $100,000
ACF None Over $100,000
ACOF None Over $100,000
ADYF None Over $100,000
AEIF $10,001-$50,000 Over $100,000
AEXR Over $100,000 Over $100,000
AGBF None Over $100,000
AGGF None Over $100,000
AGREIF None Over $100,000
AGTGF $10,001-$50,000 Over $100,000
AGCF $10,001-$50,000 Over $100,000
AGIF None Over $100,000
AHIF None Over $100,000
AIGF None Over $100,000
ALCGF $10,001-$50,000 Over $100,000
AMIF None Over $100,000
AMIF II None Over $100,000
ASMCGF $10,001-$50,000 Over $100,000
ABT None Over $100,000
TAP $10,001-$50,000 Over $100,000
Marshall C. Turner, Jr. ABS None Over $100,000
ABSS None Over $100,000
ABF None Over $100,000
ACF None Over $100,000
ACOF None Over $100,000
ACS None Over $100,000
ADYF $50,001-$100,000 Over $100,000
AEIF $10,001-$50,000 Over $100,000
AEXR None Over $100,000
AFIS None Over $100,000
AGBF None Over $100,000
AGGF None Over $100,000
AGREIF None Over $100,000
AGTGF $50,001-$100,000 Over $100,000
AGCF None Over $100,000
AGIF None Over $100,000
AHIF None Over $100,000
AIGF None Over $100,000
ALCGF None Over $100,000
AMIF $10,001-$50,000 Over $100,000
AMIF II None Over $100,000
ASMCGF $50,001-$100,000 Over $100,000
ABT Over $100,000 Over $100,000
TAP $50,001-$100,000 Over $100,000
Earl D. Weiner ABS None Over $100,000
ABSS Over $100,000 Over $100,000
ABF None Over $100,000
ACF None Over $100,000
ACOF None Over $100,000
ACS None Over $100,000
ADYF None Over $100,000
AEIF None Over $100,000
AEXR None Over $100,000
AFIS None Over $100,000
AGBF None Over $100,000
AGGF None Over $100,000
AGREIF None Over $100,000
AGTGF None Over $100,000
AGCF None Over $100,000
AGIF None Over $100,000
AIGF $10,001-$50,000 Over $100,000
AHIF None Over $100,000
AIGF [_____________] Over $100,000
ALCGF $1-$10,000 Over $100,000
AMIF None Over $100,000
AMIF II None Over $100,000
ASMCGF $1-$10,000 Over $100,000
ABT $10,001-$50,000 Over $100,000
TAP None Over $100,000
Compensation From the Funds
---------------------------
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 a Fund to the Directors during the
Fund's respective fiscal year ended in either 2009 or 2010, 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.
Number of Number of
Investment Investment
Companies Portfolios within
in the the
Compensation AllianceBernstein AllianceBernstein
Compensation from from the Fund Complex, Fund Complex,
a Fund during AllianceBernstein including the including the
its Fiscal Year Fund Complex, Funds, as to which Funds, as to which
ended in 2009 or including the the Director is a the Director is a
Name of Director 2010 Funds, during 2009 Director or Trustee Director or Trustee
------------------ ------------------ ------------------- --------------------- ---------------------
John H. Dobkin $ 5,538 ABS $242,200 32 88
$ 5,520 ABSS $245,470 32 85
$ 5,594 ABF $242,200 32 88
$ 5,460 ACF $245,470 32 84
$ 5,538 ACOF $242,200 32 88
$[______] ACS $[_______________] [_______________] [_______________]
$ 5,508 ADYF $242,200 32 88
$ 5,538 AEIF $242,200 32 88
$ 5,596 AEXR $242,200 32 [_______________]
$ 5,585 AFIS $[_______________] [_______________] 88
$ 5,482 AGBF $242,200 32 88
$ 5,460 AGGF $245,470 32 84
$ 5,538 AGREIF $242,200 32 88
$ 5,460 AGTGF $245,470 32 84
$[______] AGCF $[_______________] [_______________] [_______________]
$ 5,508 AGIF $242,200 32 88
$ 5,594 AHIF $242,200 32 88
$ 5,460 AIGF $245,470 32 84
$ 5,460 ALCGF $245,470 32 84
$ 5,962 AMIF $242,200 32 88
$ 4,934 AMIF II $242,200 32 88
$ 5,460 ASMCGF $242,470 32 84
$ 5,538 ABT $242,200 32 88
$ 5,460 TAP $242,470 32 84
Michael J. Downey $ 5,538 ABS $241,000 32 88
$ 5,520 ABSS $243,300 32 85
$ 5,594 ABF $241,000 32 88
$ 5,460 ACF $243,300 32 84
$ 5,538 ACOF $241,000 32 88
$[______] ACS $[_______________] [_______________] [_______________]
$ 5,508 ADYF $241,000 32 88
$ 5,538 AEIF $241,000 32 88
$ 5,596 AEXR $241,000 32 88
$ 5,585 AFIS $[_______________] [_______________] [_______________]
$ 5,482 AGBF $241,000 32 88
$ 5,460 AGGF $243,300 32 84
$ 5,538 AGREIF $241,000 32 88
$ 5,460 AGTGF $243,300 32 84
$[______] AGCF $[_______________] [_______________] [_______________]
$ 5,508 AGIF $241,000 32 84
$ 5,594 AHIF $241,000 32 88
$ 5,460 AIGF $243,300 32 84
$ 5,460 ALCGF $243,300 32 84
$ 5,962 AMIF $241,000 32 88
$ 4,934 AMIF II $241,000 32 88
$ 5,460 ASMCGF $245,704 32 84
$ 5,538 ABT $241,000 32 88
$ 5,460 TAP $243,300 32 84
William H. Foulk, Jr. $10,439 ABS $484,400 34 90
$10,395 ABSS $486,700 34 87
$10,467 ABF $484,400 34 90
$10,282 ACF $486,700 34 86
$10,439 ACOF $484,400 34 90
$[______] ACS $[_______________] [_______________] [_______________]
$10,381 ADYF $484,400 34 90
$10,439 AEIF $484,400 34 90
$10,492 AEXR $484,400 34 90
$10,513 AFIS $[_______________] [_______________] 90
$10,358 AGBF $484,400 34 90
$10,282 AGGF $486,700 34 86
$10,439 AGREIF $484,400 34 90
$10,282 AGTGF $486,700 34 86
$10,282 AGCF $486,700 34 86
$10,381 AGIF $484,400 34 90
$10,467 AHIF $484,400 34 90
$10,282 AIGF $486,700 34 86
$10,282 ALCGF $486,700 34 86
$10,841 AMIF $484,400 34 90
$ 9,408 AMIF II $484,400 34 90
$10,240 ASMCGF $486,700 34 86
$10,439 ABT $484,400 34 90
$10,282 TAP $486,700 34 86
D. James Guzy $ 5,538 ABS $241,000 32 88
$ 5,520 ABSS $243,300 32 85
$ 5,594 ABF $241,000 32 88
$ 5,460 ACF $243,300 32 84
$ 5,538 ACOF $241,000 32 88
$[______] ACS $[_______________] [_______________] [_______________]
$ 5,508 ADYF $241,000 32 88
$ 5,538 AEIF $241,000 32 88
$ 5,596 AEXR $241,000 32 88
$ 5,585 AFIS $[_______________] [_______________] [_______________]
$ 5,482 AGBF $241,000 32 88
$ 5,460 AGGF $243,300 32 84
$ 5,538 AGREIF $241,000 32 88
$ 5,460 AGTGF $243,300 32 84
$[______] AGCF $[_______________] [_______________] [_______________]
$ 5,508 AGIF $241,000 32 88
$ 5,594 AHIF $241,000 32 88
$ 5,460 AIGF $243,300 32 84
$ 5,460 ALCGF $243,300 32 84
$ 5,962 AMIF $241,000 32 88
$ 4,934 AMIF II $241,000 32 88
$ 5,460 ASMCGF $243,300 32 84
$ 5,538 ABT $[_______________] [_______________] [_______________]
$ 5,460 TAP $243,300 [_______________] 84
Nancy P. Jacklin $ 5,538 ABS $242,200 32 88
$ 5,520 ABSS $244,500 32 85
$ 5,594 ABF $242,200 32 88
$ 5,460 ACF $244,500 32 84
$ 5,538 ACOF $242,200 32 88
$[______] ACS $[_______________] [_______________] [_______________]
$ 5,508 ADYF $242,200 32 88
$ 5,538 AEIF $242,200 32 88
$ 5,596 AEXR $242,200 32 88
$ 5,585 AFIS $[_______________] [_______________] [_______________]
$ 5,482 AGBF $242,200 32 88
$ 5,460 AGGF $244,500 32 84
$ 5,538 AGREIF $242,200 32 88
$ 5,460 AGTGF $244,500 32 84
$ 5,460 AGCF $244,500 [_______________] [_______________]
$ 5,508 AGIF $242,200 32 88
$ 5,594 AHIF $242,200 32 88
$ 5,460 AIGF $244,500 32 84
$ 5,460 ALCGF $244,500 32 84
$ 5,962 AMIF $242,200 32 88
$ 4,934 AMIF II $242,200 32 88
$ 5,460 ASMCGF $244,500 32 84
$ 5,538 ABT $242,200 32 88
$ 5,460 TAP $244,500 32 84
Garry L. Moody $ 6,341 ABS $270,200 31 87
$ 6,309 ABSS $269,230 31 84
$ 6,391 ABF $270,200 31 87
$ 6,247 ACF $269,230 31 83
$ 6,341 ACOF $270,200 31 87
$[______] ACS $[_______________] [_______________] [_______________]
$ 6,305 ADYF $270,200 31 87
$ 6,341 AEIF $270,200 31 87
$ 6,391 AEXR $270,200 31 87
$ 0 AFIS $[_______________] [_______________] [_______________]
$ 6,276 AGBF $270,200 31 87
$ 6,247 AGGF $269,230 31 83
$ 6,391 AGREIF $270,200 31 87
$ 6,247 AGTGF $269,230 31 83
$ 6,247 AGCF $269,230 31 83
$ 6,305 AGIF $270,200 31 87
$ 6,391 AHIF $270,200 31 87
$ 6,247 AIGF $269,230 31 83
$ 6,247 ALCGF $269,230 31 83
$ 6,832 AMIF $270,200 31 87
$ 5,664 AMIF II $270,200 31 87
$ 6,247 ASMCGF $269,230 31 83
$ 6,341 ABT $270,200 31 87
$ 6,247 TAP $269,230 31 83
Marshall C. Turner, Jr. $ 5,538 ABS $242,200 32 88
$ 5,520 ABSS $243,300 32 85
$ 5,594 ABF $242,200 32 88
$ 5,460 ACF $243,300 32 84
$ 5,538 ACOF $242,200 32 88
$[______] ACS $[_______________] [_______________] [_______________]
$ 5,508 ADYF $242,200 32 88
$ 5,538 AEIF $242,200 32 88
$ 5,596 AEXR $242,200 32 84
$ 5,585 AFIS $[_______________] [_______________] [_______________]
$ 5,482 AGBF $242,200 32 88
$ 5,460 AGGF $243,300 32 88
$ 5,538 AGREIF $242,200 32 88
$ 5,460 AGTGF $243,300 32 84
$[______] AGCF $[_______________] [_______________] [_______________]
$ 5,508 AGIF $242,200 32 88
$ 5,594 AHIF $242,200 32 88
$ 5,460 AIGF $243,300 32 84
$ 5,460 ALCGF $243,300 32 84
$ 5,962 AMIF $242,200 32 88
$ 4,934 AMIF II $242,200 32 88
$ 5,460 ASMCGF $243,300 32 84
$ 5,538 ABT $242,200 32 88
$ 5,460 TAP $243,300 32 84
Earl D. Weiner $ 5,960 ABS $260,200 32 88
$ 5,932 ABSS $261,300 32 85
$ 6,013 ABF $260,200 32 88
$ 5,874 ACF $261,300 32 84
$ 5,960 ACOF $260,200 32 88
$[______] ACS $[_______________] [_______________] [_______________]
$ 5,927 ADYF $260,200 32 88
$ 5,960 AEIF $260,200 32 88
$ 6,015 AEXR $260,200 32 88
$ 6,009 AFIS $[_______________] [_______________] [_______________]
$ 5,901 AGBF $260,200 32 88
$ 5,874 AGGF $261,300 32 84
$ 5,960 AGREIF $260,200 32 88
$ 5,874 AGTGF $261,300 32 84
$[______] AGCF $[_______________] [_______________] [_______________]
$ 5,927 AGIF $260,200 32 88
$ 6,013 AHIF $260,200 32 88
$ 5,874 AIGF $261,300 32 84
$ 5,874 ALCGF $261,300 32 84
$ 6,418 AMIF $260,200 32 88
$ 5,316 AMIF II $260,200 32 88
$ 5,874 ASMCGF $261,300 32 84
$ 5,960 ABT $260,200 32 88
$ 5,874 TAP $261,300 32 84
APPENDIX C - COPY OF MODEL CHARTER
FORM OF ARTICLES OF AMENDMENT AND RESTATEMENT
[______________________________________]
1. [________________], a Maryland corporation (the "Corporation"), desires
to amend and restate its charter as currently in effect and as hereinafter
amended.
2. The following provisions are all the provisions of the charter
currently in effect and as hereinafter amended:
FIRST: (1) The name of the incorporator is [_________________].
(2) The incorporator's post office address is
[_____________].
(3) The incorporator is over eighteen years of age.
(4) The incorporator is forming the corporation named in
these Articles of Incorporation under the general laws of the State of Maryland.
SECOND: The name of the corporation (hereinafter called the
"Corporation") is [__________________________________________________________].
THIRD: (1) The purposes for which the Corporation is formed are to
conduct, operate and carry on the business of an investment company.
(2) The Corporation may engage in any other business and
shall have all powers conferred upon or permitted to corporations by the
Maryland General Corporation Law.
FOURTH: The post office address of the principal office of the
Corporation within the State of Maryland is 300 East Lombard Street, Baltimore,
Maryland 21202 in care of The Corporation Trust, Incorporated. The resident
agent of the Corporation in the State of Maryland is The Corporation Trust,
Incorporated, 300 East Lombard Street, Baltimore, Maryland 21202, a Maryland
corporation.
FIFTH: (1) The Corporation is authorized to issue
[__________]([____________]) shares, all of which shall be Common Stock, $[____]
par value per share (the "Common Stock"), and having an aggregate par value of
[_______________] dollars ($[____________]), classified and designated as
follows:
NAME OF SERIES CLASS [__] CLASS [__] CLASS [__] CLASS [__]
COMMON STOCK COMMON STOCK COMMON STOCK COMMON STOCK
[____________] [__________] [__________] [__________] [__________]
[Portfolio] and any other portfolio hereafter established are each referred to
herein as a "Series." The Class [________] Common Stock of a Series, the Class
[________] Common Stock of a Series, the Class[________] Common Stock of a
Series, the Class [________] Common Stock of a Series and any Class of a Series
hereafter established are each referred herein as a "Class." If shares of one
Series or Class of stock are classified or reclassified into shares of another
Series or Class of stock pursuant to this Article FIFTH, paragraph (2), the
number of authorized shares of the former Series or Class shall be automatically
decreased and the number of shares of the latter Series or Class shall be
automatically increased, in each case by the number of shares so classified or
reclassified, so that the aggregate number of shares of stock of all Series and
Classes that the Corporation has authority to issue shall not be more than the
total number of shares of stock set forth in the first sentence of this Article
FIFTH, paragraph (1).
(2) The Board of Directors may classify any unissued
shares of Common Stock from time to time in one or more Series or Classes of
stock. The Board of Directors may reclassify any previously classified but
unissued shares of any Series or Class of stock from time to time in one or more
Series or Class of stock. Prior to issuance of classified or reclassified shares
of any Series or Class, the Board of Directors by resolution shall: (a)
designate that Series or Class to distinguish it from all other Series or
Classes of stock of the Corporation; (b) specify the number of shares to be
included in the Series or Class; (c) set or change, subject to the express terms
of any Series or Class of stock of the Corporation outstanding at the time, the
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends or other distributions, qualifications and terms and
conditions of redemption for each Series or Class; and (d) cause the Corporation
to file articles supplementary with the State Department of Assessments and
Taxation of Maryland ("SDAT"). Any of the terms of any Series or Class of stock
set or changed pursuant to clause (c) of this paragraph (2) may be made
dependent upon facts or events ascertainable outside the charter of the
Corporation (the "Charter"), including determinations by the Board of Directors
or other facts or events within the control of the Corporation, and may vary
among holders thereof, provided that the manner in which such facts, events or
variations shall operate upon the terms of such Series or Class of stock is
clearly and expressly set forth in the articles supplementary or other charter
document filed with the SDAT.
(3) As more fully set forth hereafter, the assets and
liabilities and the income and expenses of each Series or Class of the
Corporation's stock shall be determined separately from those of each other
Series or Class of the Corporation's stock and, accordingly, the net asset
value, the dividends and distributions payable to holders, and the amounts
distributable in the event of liquidation or dissolution of the Corporation to
holders of shares of the Corporation's stock may vary from Series to Series or
Class to Class. In the event that there are any assets, income, earnings,
profits or proceeds which are not readily identifiable as belonging to any
particular series (collectively, "General Assets"), such General Assets shall be
allocated by or under the direction of the Board of Directors to and among one
or more Series and Classes in such a manner and on such basis as the Board of
Directors in its sole discretion shall determine.
(4) Except as otherwise provided herein, all consideration
received by the Corporation for the issuance or sale of shares of a Series or
Class of the Corporation's stock, together with all funds derived from any
investment and reinvestment thereof and any General Assets allocated to such
Series or Class, shall irrevocably belong to that Series or Class for all
purposes, subject only to any automatic conversion of one Series or Class of
stock into another, as hereinafter provided for, and to the rights of creditors
of such Series or Class, and shall be so recorded upon the books of account of
the Corporation, and are herein referred to as "assets belonging to" such Series
or Class.
(5) The assets belonging to each Series or Class shall be
charged with the debts, liabilities, obligations and expenses incurred or
contracted for or otherwise existing with respect to such Series or Class and
with such Series' or Class' share of the general liabilities of the Corporation,
in the latter case in the proportion that the net asset value of such Series or
Class bears to the net asset value of all Series and Classes or as otherwise
determined by the Board of Directors in accordance with applicable law. The
determination of the Board of Directors shall be conclusive as to the allocation
of debts, liabilities, obligations and expenses, including accrued expenses and
reserves, to a Series or Class. The debts, liabilities, obligations and expenses
incurred or contracted for or otherwise existing with respect to a Series or
Class are enforceable with respect to that Series or Class only and not against
the assets of the Corporation generally or any other Series or Class of stock of
the Corporation.
(6) The assets attributable to the Classes of a Series
shall be invested in the same investment portfolio of the Corporation, and
notwithstanding the foregoing provisions of paragraphs (4) and (5) of this
Article FIFTH, the allocation of investment income and realized and unrealized
capital gains and losses and expenses and liabilities of the Corporation and of
any Series among the Classes of Common Stock of each Series shall be determined
by the Board of Directors in a manner that is consistent with the Investment
Company Act of 1940, the rules and regulations thereunder, and the
interpretations thereof, in each case as from time to time amended, modified or
superseded (the "Investment Company Act"). The determination of the Board of
Directors shall be conclusive as to the allocation of investment income and
realized and unrealized capital gains and losses, expenses and liabilities,
including accrued expenses and reserves, and assets to one or more particular
Series or Classes.
(7) Shares of each Class of stock shall be entitled to
such dividends or distributions, in cash, property or additional shares of stock
or the same or another Series or Class, as may be authorized from time to time
by the Board of Directors (by resolution adopted from time to time, or pursuant
to a standing resolution or resolutions adopted only once or with such frequency
as the Board of Directors may determine, after providing that such dividend or
distribution shall not violate Section 2-311 of the Maryland General Corporation
Law) and declared by the Corporation with respect to such Class. The nature of
in-kind property distributions may vary among the holders of a Class or Series,
provided that the amount of the distribution per share, as determined by the
Board of Directors, shall be equivalent for all holders of such Class or Series.
Specifically, and without limiting the generality of the foregoing, the
dividends and distributions of investment income and capital gains with respect
to the different Series and with respect to the Class may vary with respect to
each such Series and Class to reflect differing allocations of the expenses of
the Corporation and the Series among the holders of such Classes and any
resultant differences between the net asset values per share of such Classes, to
such extent and for such purposes as the Board of Directors may deem
appropriate. The Board of Directors may determine that dividends may be payable
only with respect to those shares of stock that have been held of record
continuously by the stockholder for a specified period prior to the record date
of the date of the distribution.
(8) Except as provided below, on each matter submitted
to a vote of the stockholders, each holder of stock shall be entitled to one
vote (1) for each share standing in such stockholder's name on the books of the
Corporation or (2) if approved by the Board of Directors and pursuant to the
issuance of an exemptive order from the Securities and Exchange Commission, for
each dollar of net asset value per share of a Class or Series, as applicable.
Subject to any applicable requirements of the Investment Company Act, or other
applicable law, all holders of shares of stock shall vote as a single class
except with respect to any matter which the Board of Directors shall have
determined affects only one or more (but less than all) Series or Classes of
stock, in which case only the holders of shares of the Series or Classes
affected shall be entitled to vote. Without limiting the generality of the
foregoing, and subject to any applicable requirements of the Investment Company
Act, or other applicable law, the holders of each of the Classes of each Series
shall have, respectively, with respect to any matter submitted to a vote of
stockholders (i) exclusive voting rights with respect to any such matter that
only affects the Series or Class of Common Stock of which they are holders,
including, without limitation, the provisions of any distribution plan adopted
by the Corporation pursuant to Rule 12b-1 under the Investment Company Act (a
"Plan") with respect to the Class of which they are holders and (ii) no voting
rights with respect to the provisions of any Plan that affects one or more of
such other Classes of Common Stock, but not the Class of which they are holders,
or with respect to any other matter that does not affect the Class of Common
Stock of which they are holders.
(9) In the event of the liquidation or dissolution of
the Corporation, stockholders of each Class of the Corporation's stock shall be
entitled to receive, as a Class, out of the assets of the Corporation available
for distribution to stockholders, but other than General Assets not attributable
to any particular Class of stock, the assets attributable to the Class less the
liabilities allocated to that Class; and the assets so distributable to the
stockholders of any Class of stock shall be distributed among such stockholders
in proportion to the number of shares of the Class held by them and recorded on
the books of the Corporation. In the event that there are any General Assets not
attributable to any particular Class of stock, and such assets are available for
distribution, the distribution shall be made to the holders of all Classes of a
Series in proportion to the net asset value of the respective Classes or as
otherwise determined by the Board of Directors.
(10)(a) Each holder of stock may require the Corporation to
redeem all or any shares of the stock owned by that holder, upon request to the
Corporation or its designated agent, at the net asset value of the shares of
stock next determined following receipt of the request in a form approved by the
Corporation and accompanied by surrender of the certificate or certificates for
the shares, if any, less the amount of any applicable redemption charge,
deferred sales charge, redemption fee or other amount imposed by the Board of
Directors (to the extent consistent with applicable law). The Board of Directors
may establish procedures for redemption of stock.
(b) The proceeds of the redemption of a share (including
a fractional share) of any Class of capital stock of the Corporation shall be
reduced by the amount of any contingent deferred sales charge, redemption fee or
other amount payable on such redemption pursuant to the terms of issuance of
such share.
(c) Subject to the requirements of the Investment Company
Act, the Board of Directors may cause the Corporation to redeem at net asset
value all or any proportion of the outstanding shares of any Series or Class
from a holder (1) upon such conditions with respect to the maintenance of
stockholder accounts of a minimum amount as may from time to time be established
by the Board of Directors in its sole discretion or (2) upon such conditions
established by the Board of Directors in its sole discretion, for any other
purpose, including, without limitation, a reorganization pursuant to the
Investment Company Act.
(d) Payment by the Corporation for shares of stock of
the Corporation surrendered to it for redemption shall be made by the
Corporation within seven days of such surrender out of the funds legally
available therefor, provided that the Corporation may suspend the right of the
stockholders to redeem shares of stock and may postpone the right of those
holders to receive payment for any shares when permitted or required to do so by
applicable statutes or regulations. Payment of the aggregate price of shares
surrendered for redemption may be made in cash or, at the option of the
Corporation, wholly or partly in such portfolio securities of the Corporation as
the Corporation shall select.
(e) Subject to the following sentence, shares of stock
of any Series and Class of the Corporation which have been redeemed or otherwise
acquired by the Corporation shall constitute authorized but unissued shares of
stock of such Series and Class. In connection with a liquidation or
reorganization of any Series or Class in which all of the outstanding shares of
such Series or Class are redeemed by the Corporation, upon any such redemption
all such shares and all authorized but unissued shares of the applicable Series
or Class shall automatically be returned to the status of authorized but
unissued shares of Common Stock, without further designation as to Series or
Class.
(11) At such times as may be determined by the Board of
Directors (or with the authorization of the Board of Directors, by the officers
of the Corporation) in accordance with the Investment Company Act and applicable
rules and regulations of the National Association of Securities Dealers, Inc.
and from time to time reflected in the registration statement of the Corporation
(the "Corporation's Registration Statement"), shares of a particular Series or
Class of stock of the Corporation or certain shares of a particular Class of
stock of any Series of the Corporation may be automatically converted into
shares of another Class of stock of such Series of the Corporation based on the
relative net asset values of such Classes at the time of conversion, subject,
however, to any conditions of conversion that may be imposed by the Board of
Directors (or with the authorization of the Board of Directors, by the officers
of the Corporation) and reflected in the Corporation's Registration Statement.
The terms and conditions of such conversion may vary within and among the
Classes to the extent determined by the Board of Directors (or with the
authorization of the Board of Directors, by the officers of the Corporation) and
set forth in the Corporation's Registration Statement.
(12) Pursuant to Article SEVENTH, paragraph (1)(d), upon
a determination of the Board of Directors that the net asset value per share of
a Class shall remain constant, the Corporation shall be entitled to declare and
pay and/or credit as dividends daily the net income (which may include or give
effect to realized and unrealized gains and losses, as determined in accordance
with the Corporation's accounting and portfolio valuation policies) of the
Corporation attributable to the assets attributable to that Class. If the amount
so determined for any day is negative, the Corporation shall be entitled,
without the payment of monetary compensation but in consideration of the
interest of the Corporation and its stockholders in maintaining a constant net
asset value per share of that Class, to redeem pro rata from all the holders of
record of shares of that class at the time of such redemption (in proportion to
their respective holdings thereof) sufficient outstanding shares of that Class,
or fractions thereof, as shall permit the net asset value per share of that
Class to remain constant.
(13) The Corporation may issue shares of stock in
fractional denominations to the same extent as its whole shares, and shares in
fractional denominations shall be shares of stock having proportionately to the
respective fractions represented thereby all the rights of whole shares,
including, without limitation, the right to vote, the right to receive dividends
and distributions, and the right to participate upon liquidation of the
Corporation, but excluding any right to receive a stock certificate representing
fractional shares.
(14) No stockholder shall be entitled to any preemptive
right other than as the Board of Directors may establish.
(15) The rights of all stockholders and the terms of all
stock are subject to the provisions of the Charter and the Bylaws.
SIXTH: The number of directors of the Corporation shall be [_________].
The number of directors of the Corporation may be changed pursuant to the Bylaws
of the Corporation. The names of the individuals who shall serve as directors of
the Corporation until the next annual meeting of stockholders and until their
successors are duly elected and qualify are:
[__________________].
SEVENTH: The following provisions are inserted for the purpose of
defining, limiting and regulating the powers of the Corporation and of the Board
of Directors and stockholders.
(1) In addition to its other powers explicitly or implicitly
granted under the Charter, by law or otherwise, the Board of Directors of the
Corporation:
(a) has the exclusive power to make, alter, amend or repeal
the Bylaws of the Corporation;
(b) subject to applicable law, may from time to time
determine whether, to what extent, at what times and places, and under what
conditions and regulations the accounts and books of the Corporation, or any of
them, shall be open to the inspection of the stockholders, and no stockholder
shall have any right to inspect any account, book or document of the Corporation
except as conferred by statute or as authorized by the Board of Directors of the
Corporation;
(c) is empowered to authorize, without stockholder approval,
the issuance and sale from time to time of shares of stock of any Series or
Class of the Corporation whether now or hereafter authorized and securities
convertible into shares of stock of the Corporation of any Series or Class,
whether now or hereafter authorized, for such consideration as the Board of
Directors may deem advisable;
(d) is authorized to adopt procedures for determination of
and to maintain constant the net asset value of shares of any Class or Series of
the Corporation's stock.
(2) Notwithstanding any provision of the Maryland General
Corporation Law requiring a greater proportion than a majority of the votes
entitled to be cast by holders of shares of all Series or Classes, or any Series
or Class, of the Corporation's stock in order to take or authorize any action,
any such action may be taken or authorized upon the concurrence of holders of
shares entitled to cast a majority of the aggregate number of votes entitled to
be cast thereon, subject to any applicable requirements of the Investment
Company Act.
(3) The presence in person or by proxy of the holders of
shares entitled to cast one-third of the votes entitled to be cast (without
regard to Series or Class) shall constitute a quorum at any meeting of the
stockholders, except with respect to any matter which, under applicable
statutes, regulatory requirements or the Charter, requires approval by a
separate vote of one or more Series or Classes of stock, in which case the
presence in person or by proxy of the holders of shares entitled to cast
one-third of the votes entitled to be cast by holders of shares of each Series
or Class entitled to vote as a Series or Class on the matter shall constitute a
quorum.
(4) Any determination made in good faith by or pursuant to
the direction of the Board of Directors, as to the amount of the assets, debts,
obligations, or liabilities of the Corporation, as to the amount of any reserves
or charges set up and the propriety thereof, as to the time of or purpose for
creating such reserves or charges, as to the use, alteration or cancellation of
any reserves or charges (whether or not any debt, obligation, or liability for
which such reserves or charges shall have been created shall be then or
thereafter required to be paid or discharged), as to the value of or the method
of valuing any investment owned or held by the Corporation, as to market value
or fair value of any investment or fair value of any other asset of the
Corporation, as to the allocation of any asset of the Corporation to a
particular Class or Classes of the Corporation's stock, as to the charging of
any liability of the Corporation to a particular Class or Classes of the
Corporation's stock, as to the number of shares of the Corporation outstanding,
as to the estimated expense to the Corporation in connection with purchases of
its shares, as to the ability to liquidate investments in orderly fashion, or as
to any other matters relating to the issue, sale, redemption or other
acquisition or disposition of investments or shares of the Corporation, shall be
final and conclusive and shall be binding upon the Corporation and all holders
of its shares, past, present and future, and shares of the Corporation are
issued and sold on the condition and understanding that any and all such
determinations shall be binding as aforesaid.
EIGHTH: (1) To the maximum extent that Maryland law in effect from time to
time permits limitation of the liability of directors and officers of a
corporation, no present or former director or officer of the Corporation shall
be liable to the Corporation or its stockholders for money damages.
(2) The Corporation shall have the power, to the maximum
extent permitted by Maryland law in effect from time to time, to obligate itself
to indemnify, and to pay or reimburse reasonable expenses in advance of final
disposition of a proceeding to, (a) any individual who is a present or former
director or officer of the Corporation or (b) any individual who, while a
director or officer of the Corporation and at the request of the Corporation,
serves or has served as a director, officer, partner or trustee of another
corporation, real estate investment trust, partnership, joint venture, trust,
employee benefit plan or any other enterprise from and against any claim or
liability to which such person may become subject or which such person may incur
by reason of his status as a present or former director or officer of the
Corporation. The Corporation shall have the power, with the approval of the
Board of Directors, to provide such indemnification and advancement of expenses
to a person who served a predecessor of the Corporation in any of the capacities
described in (a) or (b) above and to any employee or agent of the Corporation or
a predecessor of the Corporation.
(3) The provisions of this Article EIGHTH shall be subject to
the limitations of the Investment Company Act.
(4) Neither the amendment nor repeal of this Article EIGHTH,
nor the adoption or amendment of any other provision of the Charter or Bylaws
inconsistent with this Article EIGHTH, shall apply to or affect in any respect
the applicability of the preceding sections of this Article EIGHTH with respect
to any act or failure to act which occurred prior to such amendment, repeal or
adoption.
NINTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in its Charter in the manner now or hereafter
prescribed by the laws of the State of Maryland, including any amendment which
alters the contract rights, as expressly set forth in the Charter, of any
outstanding stock, and all rights conferred upon stockholders herein are granted
subject to this reservation.
(1) The amendment and restatement of the Charter as
hereinabove set forth have been duly advised by the Board of Directors and
approved by the stockholders of the Corporation as required by law.
(2) The current address of the principal office of the
Corporation within the State of Maryland is as set forth in Article FOURTH of
the foregoing amendment and restatement of the Charter.
(3) The name and address of the Corporation's current
resident agent is as set forth in Article FOURTH of the foregoing amendment and
restatement of the Charter.
(4) The number of directors of the Corporation and the names
of those currently in office are as set forth in Article SIXTH of the foregoing
amendment and restatement of the Charter.
(5) The total number of shares of stock which the Corporation
has authority to issue is not changed by the foregoing amendment and restatement
of the Charter.
The undersigned President acknowledges these Articles of Amendment and
Restatement to be the corporate act of the Corporation and, as to all matters or
facts required to be verified under oath, the undersigned President acknowledges
that, to the best of his knowledge, information and belief, these matters and
facts are true in all material respects and that this statement is made under
the penalties for perjury.
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment
and Restatement to be signed in its name and on its behalf by its President and
attested to by its Secretary on this ________ day of ____________, 20__.
ATTEST: [________________________________]
_________ By: ________________________ (SEAL)
Secretary President
[date]
APPENDIX D - STOCK OWNERSHIP
The following person(s) owned of record or were known by a Fund to
beneficially own 5% or more of the Fund's shares (or class of shares if
applicable) as of [_________], 2010.
TABLE OF CONTENTS
TABLE OF CONTENTS PAGE
---------------------------------------------------------------------- -------
Introduction.......................................................... [_____]
Proposal One: Election of Directors................................... [_____]
Proposal Two: Amendments of Investment Advisory Agreements
of Certain Funds................................................... [_____]
Proposal Three: Amendments of Declarations of Trust of Certain
Funds Organized as Massachusetts Business Trusts................... [_____]
Proposal Four: Amendment and Restatement of Charters of Certain
Funds Organized as Maryland Corporations........................... [_____]
Proposal Five: Amendment of Fundamental Policies of Certain
Funds Regarding Commodities ....................................... [_____]
Proposal Six: Reclassification of Fundamental Investment
Objectives of Certain Funds ....................................... [_____]
Audit Committee Report and Independent Registered Public Account
Firms.............................................................. [_____]
Proxy Voting and Stockholder Meeting.................................. [_____]
Officers of the Funds................................................. [_____]
Stock Ownership....................................................... [_____]
Information as to the Investment Adviser and Distributor of the
Funds ............................................................. [_____]
Other Matters......................................................... [_____]
Submission of Proposals for the Next Annual Meeting of Stockholders .. [_____]
Appendix A: Outstanding Voting Shares................................. [_____]
Appendix B: Additional Information Regarding Directors................ [_____]
Appendix C: Copy of Model Charter..................................... [_____]
Appendix D: Stock Ownership........................................... [_____]
THE ALLIANCEBERNSTEIN FUNDS
[LOGO]
AllianceBernstein L.P.
_____________________________________________________________________________
NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
SEPTEMBER 5, 2010
FORM OF PROXY FORM OF PROXY
ALLIANCEBERNSTEIN FUNDS
PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON NOVEMBER 5, 2010
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARDS OF
DIRECTORS AND BOARDS OF TRUSTEES OF THE ALLIANCEBERNSTEIN FUNDS
The undersigned hereby appoints [___________] and [____________], or
either of them, as proxies for the undersigned, with full power of substitution
in each of them, to attend the Joint Annual Meeting of Stockholders (the
"Meeting") of the AllianceBernstein Funds listed below (each a "Fund", and
collectively, the "Funds") to be held at 3:00 p.m., Eastern Time, on November 5,
2010 at the offices of the AllianceBernstein Funds, 1345 Avenue of the Americas,
41st Floor, New York, New York 10105, and any postponements or adjournments
thereof, to cast on behalf of the undersigned all votes that the undersigned is
entitled to cast at the Meeting and otherwise to represent the undersigned with
all powers possessed by the undersigned if personally present at such Meeting.
The undersigned hereby acknowledges receipt of the Notice of Joint Annual
Meeting of Stockholders and accompanying Proxy Statement, revokes any proxy
heretofore given with respect to such Meeting and hereby instructs said proxies
to vote said shares as indicated on the reverse side hereof.
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" EACH OF THE NOMINEES FOR DIRECTOR AND
"FOR" EACH OF THE OTHER PROPOSALS AS DESCRIBED IN THE PROXY STATEMENT.
ADDITIONALLY, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN
THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY
COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
VOTE VIA THE INTERNET: www.proxyweb.com
VOTE BY TELEPHONE: 1-888-221-0697
Please refer to the Proxy Statement for a discussion
of each Proposal.
PLEASE VOTE, DATE AND SIGN 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 records of a
Fund. Joint owners should each sign personally. Trustees and other
representative should indicate the capacity in which they sign, and where more
than one name appears, a majority must sign. If a corporation or another entity,
the signature should be that of an authorized officer who should state his or
her full title.
THE ALLIANCEBERNSTEIN FUNDS
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AllianceBernstein Balanced Shares, Inc. ("ABS") AllianceBernstein International Growth Fund, Inc. ("AIGF")
AllianceBernstein Blended Style Series, Inc. ("ABSS") AllianceBernstein Large Cap Growth Fund, Inc. ("ALCGF")
- U.S. Large Cap Portfolio
- AllianceBernstein 2000 Retirement Strategy AllianceBernstein Municipal Income Fund, Inc. ("AMIF")
- AllianceBernstein 2005 Retirement Strategy - California Portfolio
- AllianceBernstein 2010 Retirement Strategy - AllianceBernstein High Income Municipal Portfolio
- AllianceBernstein 2015 Retirement Strategy - National Portfolio
- AllianceBernstein 2020 Retirement Strategy - New York Portfolio
- AllianceBernstein 2025 Retirement Strategy
- AllianceBernstein 2030 Retirement Strategy AllianceBernstein Municipal Income Fund II
- AllianceBernstein 2035 Retirement Strategy ("AMIF II")
- AllianceBernstein 2040 Retirement Strategy - Arizona Portfolio
- AllianceBernstein 2045 Retirement Strategy - Massachusetts Portfolio
- AllianceBernstein 2050 Retirement Strategy - Michigan Portfolio
- AllianceBernstein 2055 Retirement Strategy - Minnesota Portfolio
- New Jersey Portfolio
AllianceBernstein Bond Fund, Inc. ("ABF") - Ohio Portfolio
- AllianceBernstein Intermediate Bond Portfolio - Pennsylvania Portfolio
- AllianceBernstein Bond Inflation Strategy - Virginia Portfolio
- AllianceBernstein Multi-Asset Inflation Strategy
- AllianceBernstein Municipal Bond Inflation AllianceBernstein Small/Mid Cap Growth Fund, Inc. ("ASMCGF")
Strategy
AllianceBernstein Trust ("ABT")
AllianceBernstein Cap Fund, Inc. ("ACF") - AllianceBernstein Value Fund
- AllianceBernstein Small Cap Growth Portfolio - AllianceBernstein Small/Mid Cap Value Fund
- AllianceBernstein U.S. Strategic Research - AllianceBernstein International Value Fund
Portfolio - AllianceBernstein Global Value Fund
- AllianceBernstein Market Neutral Strategy - U.S.
- AllianceBernstein Market Neutral Strategy - The AllianceBernstein Portfolios ("TAP")
Global - AllianceBernstein Growth Fund
- AllianceBernstein Conservative Wealth Strategy
AllianceBernstein Core Opportunities Fund, Inc. - AllianceBernstein Tax-Managed Conservative Wealth
("ACOF") Strategy
- AllianceBernstein Balanced Wealth Strategy
AllianceBernstein Corporate Shares ("ACS") - AllianceBernstein Tax-Managed Balanced Wealth Strategy
- AllianceBernstein Corporate Income Shares - AllianceBernstein Wealth Appreciation Strategy
- AllianceBernstein Municipal Income Shares - AllianceBernstein Tax-Managed Wealth Appreciation
- AllianceBernstein Taxable Multi-Sector Income Strategy
Shares
AllianceBernstein Diversified Yield Fund, Inc.
("ADYF")
AllianceBernstein Equity Income Fund, Inc. ("AEIF")
AllianceBernstein Exchange Reserves ("AEXR")
AllianceBernstein Fixed-Income Shares, Inc. ("AFIS")
- Government STIF Portfolio
AllianceBernstein Global Bond Fund, Inc. ("AGBF")
AllianceBernstein Global Growth Fund, Inc. ("AGGF")
AllianceBernstein Global Real Estate Investment Fund,
Inc. ("AGREIF")
AllianceBernstein Global Thematic Growth Fund, Inc.
("AGTGF")
AllianceBernstein Greater China '97 Fund, Inc.
("AGCF")
AllianceBernstein Growth and Income Fund, Inc.
("AGIF")
AllianceBernstein High Income Fund, Inc. ("AHIF")
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Please fill in boxes as shown using black or blue ink or number 2 pencil. Please
mark votes as in this example: /X/
For All
For All Withhold From Except As
Nominees All Nominees Noted Below
1. To elect Directors for All Funds: /_/ /_/ /_/
01. John H. Dobkin 06. Robert M. Keith
02. Michael J. Downey 07. Garry L. Moody
03. William H Foulk, Jr. 08. Marshall C. Turner, Jr.
04. D. James Guzy 09. Earl D. Weiner
05. Nancy P. Jacklin
To withhold authority to vote for any individual, mark the box "FOR ALL
EXCEPT" and write the nominee's number on the line provided.
__________________________
For Against Abstain
2. To approve amendments to the /_/ /_/ /_/
Investment Advisory Agreements
for certain funds
For Against Abstain
2.a. To approve amendments to /_/ /_/ /_/
Investment Advisory Agreements
for Certain Funds to Conform Fee
Measurement Periods
AllianceBernstein Cap Fund, Inc. - AllianceBernstein Small Cap Growth
Portfolio and AllianceBernstein Global Thematic Growth Fund, Inc.
For Against Abstain
2.b. To approve amendments to /_/ /_/ /_/
Investment Advisory Agreements
of TAP Regarding
Reimbursement of Administrative
Expenses
The AllianceBernstein Portfolios
For Against Abstain
3. The amendment of the /_/ /_/ /_/
Declarations of Trust for
certain of the Funds.
AllianceBernstein Exchange Reserves, AllianceBernstein Municipal Income
Fund II and AllianceBernstein Trust
For Against Abstain
4. The amendment and restatement /_/ /_/ /_/
of the Charters for certain of
the Funds that are organized as
a Maryland corporation which will
repeal in their entirety all of
the currently existing charter
provisions and substitute in lieu
thereof the new provisions set
forth in the Form of Articles of
Amendment and Restatement
attached to the accompany Proxy
statement as Appendix [C].
AllianceBernstein Balanced Shares, Inc., AllianceBernstein Blended Style
Series, Inc., AllianceBernstein Cap Fund, Inc., AllianceBernstein Core
Opportunities Fund, Inc., AllianceBernstein Equity Income Fund, Inc.,
AllianceBernstein Global Real Estate Investment Fund, Inc.,
AllianceBernstein Global Thematic Growth Fund, Inc., AllianceBernstein
Greater China '97 Fund, Inc., AllianceBernstein Growth and Income Fund,
Inc., AllianceBernstein High Income Fund, Inc., AllianceBernstein
International Growth Fund, Inc., and AllianceBernstein Large Cap Growth
Fund, Inc.
For Against Abstain
5. The amendment of certain of the /_/ /_/ /_/
Funds' fundamental policies
regarding commodities.
All Funds (except ABF Multi-Asset Inflation Strategy, ACF-Market Neutral
Strategy - U.S. and ACF - Market Neutral Strategy-Global
For Against Abstain
6. The reclassification of certain /_/ /_/ /_/
of the Funds' fundamental
investment objectives as
non-fundamental.
AllianceBernstein Blended Style Series, Inc. - U.S. Large Cap Portfolio
and AllianceBernstein Greater China '97 Fund, Inc.
7. To transact such other business as
may properly come before the
Meeting and any adjournments or
postponements thereof.
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)
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(Signature of joint owner, if any)
Date __________, 2010
SK 00250 0209 1073130