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AllianceBernstein
Frequently Asked Questions | September 2010
PROXY VOTING FOR ALLIANCEBERNSTEIN
AND SANFORD C. BERNSTEIN
MUTUAL FUND SHAREHOLDERS
FREQUENTLY ASKED QUESTIONS
Why did you send me this package?
As an owner of an AllianceBernstein or Sanford C. Bernstein ("SCB") mutual fund,
you have the right to vote as a shareholder on proposals that affect your funds.
This package contains information about the proposals and instructions on how to
cast your vote.
Why should I vote?
The proposals require approval from a certain percentage of all shareholders. If
we don't receive a proxy vote from you, we may call you to solicit your opinion.
Spending a minute to sign and date the proxy card will avoid the need for a
phone call and help us keep fund expenses down.
Who is eligible to vote?
Shareholders who owned shares in a mutual fund on September 9, 2010, are
entitled to vote on proposals that apply to that fund. You have the right to
vote, even if you sold the shares after that date.
Why are you currently holding a shareholder vote for the funds?
The funds are currently required to have shareholder votes every five years to
elect each fund's Board of Directors.
What types of proposals will be voted on?
Each fund has a different set of proposals, which are explained in detail in the
proxy statements included in the package.
How does the Board recommend I vote?
The Boards of the Funds recommend that you vote FOR all proposals.
What role does the Board of Directors play?
Each fund's Board oversees the fund's management and affairs. 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.
How can I vote my shares?
After you read the proxy statement, please follow the voting instructions, which
are printed on the proxy card:
By Mail:
o Check the appropriate boxes on the reverse side of the proxy card
o Sign and date the card
o Return the card in the envelope provided
By Phone:
o Have the proxy card at hand
o Call toll-free 1.888.221.0697
o Follow the recorded instructions
By Internet:
o Have the proxy card at hand
o Log on to www.proxyweb.com
o Follow the online instructions
Why are there so many proposals for multiple funds in one document?
We have prepared consolidated proxy cards that allow you to vote on proposals
for each of the mutual funds you own. You can find detailed information on the
proposals in the proxy statements.
What if I want to revoke my proxy?
If you allow AllianceBernstein to vote your proxy and then change your mind, you
can revoke it by giving written notice to the secretary of a fund at 1345 Avenue
of the Americas, New York, NY 10105, or by authorizing a later-dated proxy by
signing and submitting another proxy card, voting in person at the meeting, or
calling Broadridge at the following numbers:
Bernstein Clients: 1.866.450.8471
AllianceBernstein Clients: 1.866.451.3783
Whom do I call if I have questions regarding the proxy?
Clients should call Broadridge, our proxy solicitation firm, at the following
numbers:
Bernstein Clients: 1.866.450.8471
AllianceBernstein Clients: 1.866.451.3783
FREQUENTLY ASKED QUESTIONS ABOUT SPECIFIC STOCKHOLDER PROPOSALS
Why are the Boards proposing to amend the investment advisory agreements of
certain funds?
The first proposed amendments relate to the calculation of the investment
advisory fees for certain funds. The standard investment advisory agreements
between the Funds' Advisor, AllianceBernstein L.P. (the "Advisor") 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 Advisor 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 Advisor 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 Advisor of these
costs.
Why are the Boards proposing the amendment of the declarations of trust of
certain funds that are organized as Massachusetts business trusts?
Several of the AllianceBernstein 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. The Directors also approved certain other administrative
amendments to the declarations, as described in the proxy statement to improve
the efficient management of the Funds.
Why are the Boards proposing the amendment and restatement of the charter of
certain of the funds that are organized as Maryland corporations?
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.
Why are the Boards proposing to amend certain of the funds' fundamental policies
regarding commodities?
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 AllianceBernstein Funds' fundamental policies
regarding commodities and adopt a more flexible policy that will reference
applicable law. 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.
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.
Proposals
Fund(s) Affected Proposal Description
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All Funds The election of the Directors, To elect Directors for each Fund. All
each such Director to serve a Fund stockholders will be asked to
term of an indefinite duration vote on this proposal and stockholders
and until his or her successor is of a Fund will be asked to separately
duly elected and qualifies. elect Directors of that Fund.
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AlllianceBernstein Small Cap Growth Portfolio Amendments to Investment Advisory The proposed amendment relates to the
AllianceBernstein Global Thematic Growth Fund Agreements to Conform Fee calculation of the investment advisory
Measurement Periods. fees for certain Funds. The standard
investment advisory agreements between
the Advisor 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.
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The AllianceBernstein Portfolios Amendment to Investment Advisory The proposed amendment relates to the
AllianceBernstein Growth Fund Agreement to Permit Reimbursement reimbursement to the Advisor of its
AllianceBernstein Conservative Wealth Strategy to the Advisor of Certain costs of providing certain
AllianceBernstein Tax-Managed Conservative Wealth Administrative Expenses. administrative services to a Fund at
Strategy the request of the Fund. The standard
AllianceBernstein Balanced Wealth Strategy investment advisory agreement for the
AllianceBernstein Tax-Managed Balanced Wealth Funds provides for the reimbursement
Strategy to the Advisor of these costs. One
AllianceBernstein Wealth Appreciation Strategy Fund's agreement does not include this
AllianceBernstein Tax-Managed Wealth Appreciation provision. We are proposing to amend
Strategy the agreement that varies from the
standard agreements to provide for the
reimbursement to the Advisor of these
costs.
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AllianceBernstein Exchange Reserves The amendment of the Declarations Several of the Funds are organized
AllianceBernstein Municipal Income Fund II of Trusts for certain of the under Massachusetts law as
Arizona Portfolio Funds that are organized as Massachusetts Business Trusts.
Massachusetts Portfolio Massachusetts Business Trusts. Currently, the declarations of trust
Michigan Portfolio of certain of these Funds require a
Minnesota Portfolio stockholder vote to amend the
New Jersey Portfolio declarations, except in certain
Ohio Portfolio limited situations. We are proposing
Pennsylvania Portfolio to amend the declarations to provide
Virginia Portfolio the Directors with broad authority to
AllianceBernstein Trust ("ABT") amend the declarations without a vote
AllianceBernstein Value Fund of stockholders. By allowing future
AllianceBernstein Small/Mid Cap Value Fund amendments of a declaration without
AllianceBernstein International Value Fund stockholder approval, this proposal
AllianceBernstein Global Value Fund 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.
The Directors also approved certain
other administrative amendments to the
declarations, as described in the
Proxy Statement to improve the
efficient management of the Funds.
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AllianceBernstein Balanced Shares, Inc. The amendment and restatement of Most of the Funds are organized under
AllianceBernstein Blended Style Series, Inc. the charters for certain of the Maryland law. We are proposing the
US Large Cap Portfolio Funds that are organized as amendment and restatement of the
AllianceBernstein 2000 Retirement Strategy Maryland corporations, which will charters of certain Funds that are
AllianceBernstein 2005 Retirement Strategy repeal in their entirety all of Maryland corporations for your
AllianceBernstein 2010 Retirement Strategy the currently existing charter approval in order to modernize and
AllianceBernstein 2015 Retirement Strategy provisions and substitute in lieu standardize these documents and to
AllianceBernstein 2020 Retirement Strategy thereof the new provisions set facilitate more efficient management
AllianceBernstein 2025 Retirement Strategy forth in the Form of Articles of of the Funds by giving them greater
AllianceBernstein 2030 Retirement Strategy Amendment and Restatement flexibility as permitted under
AllianceBernstein 2035 Retirement Strategy attached to the accompanying Maryland law.
AllianceBernstein 2040 Retirement Strategy Proxy statement as Appendix C.
AllianceBernstein 2045 Retirement Strategy
AllianceBernstein 2050 Retirement Strategy
AllianceBernstein 2055 Retirement Strategy
AllianceBernstein Corporate Shares
AllianceBernstein Corporate Income Shares
AllianceBernstein Municipal Income Shares
AllianceBernstein Taxable Multi-Sector Income Shares
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.
AllianceBernstein Large Cap Growth Fund, Inc.
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All Funds except The amendment of certain of the Certain policies are required by the
AllianceBernstein Bond Fund--Multi-Asset Inflation Funds' fundamental policies federal law applicable to mutual funds
Strategy regarding commodities. to be fundamental, meaning they cannot
AllianceBernstein Cap Fund--Market Neutral Strategy--US be changed without a stockholder vote.
AllianceBernsten Cap Fund--Market Neutral Strategy--Global We are proposing to amend the Funds'
fundamental policies regarding
commodities and adopt a more flexible
policy that will reference applicable
law. 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.
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AllianceBernstein Blended Style Series-- The reclassification of certain A Fund's investment objective is not
US Large Cap Portfolio of the Funds' fundamental required to be fundamental under
AllianceBernstein Greater China '97 Fund, Inc. investment objectives as non applicable law. We propose the
fundamental. 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.
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@2010 AllianceBernstein L.P.
Note to All Readers: The information contained here reflects the views of
AllianceBernstein L.P. or its affiliates and sources it believes are reliable as
of the date of this publication. AllianceBernstein L.P. makes no representations
or warranties concerning the accuracy of any data. There is no guarantee that
any projection, forecast or opinion in this material will be realized. Past
performance does not guarantee future results. The views expressed here may
change at any time after the date of this publication. This document is for
informational purposes only and does not constitute investment advice.
AllianceBernstein L.P. does not provide tax, legal or accounting advice. It does
not take an investor's personal investment objectives or financial situation
into account; investors should discuss their individual circumstances with
appropriate professionals before making any decisions. This information should
not be construed as sales or marketing material or an offer of solicitation
for the purchase or sale of, any financial instrument, product or service
sponsored by AllianceBernstein or its affiliates.
Note to Canadian Readers: This publication has been provided by
AllianceBernstein Canada, Inc., or Sanford C. Bernstein & Co., LLC, and is for
general information purposes only. It should not be construed as advice as to
the investing in or the buying or selling of securities, or as an activity in
furtherance of a trade in securities. Neither AllianceBernstein Institutional
Investments nor AllianceBernstein L.P. provides investment advice or deals in
securities in Canada.
Note to UK Readers: This document has been provided by AllianceBernstein
Limited. Authorised and regulated in the UK by the Financial Services Authority.
The value of investments can fall as well as rise and you may not get back the
original amount invested.
Note to Japanese Institutional Readers: This document has been provided by
AllianceBernstein Japan Ltd. AllianceBernstein Japan Ltd. is a registered
investment-management company (registration number: Kanto Local Financial Bureau
no. 303). The firm is also a member of Japan Securities Investment Advisers
Association and the Investment Trusts Association, Japan.
Note to Australian and New Zealand Readers: This document has been issued by
AllianceBernstein Australia Limited (ABN 53 095 022 718 and AFSL 230698).
Information in this document is intended for wholesale investors only, and is
not to be construed as advice.
Note to Singapore Readers: This document has been issued by AllianceBernstein
(Singapore) Ltd. (Company Registration No. 199703364C). The Company is a holder
of a Capital Markets Services Licence issued by the Monetary Authority of
Singapore to conduct regulated activity in fund management.
Note to Hong Kong Readers: This document is issued in Hong Kong by
AllianceBernstein Hong Kong Limited, a licensed entity regulated by the Hong
Kong Securities and Futures Commission. This document has not been reviewed by
the Hong Kong Securities and Futures Commission.
Note to Readers in Vietnam, the Philippines, Brunei, Thailand, Indonesia and
India: This document is provided solely for the informational purposes of
institutional investors and is not investment advice, nor is it intended to be
an offer or solicitation, and does not pertain to the specific investment
objectives, financial situation or particular needs of any person to whom it is
sent. This document is not an advertisement and is not intended for public use
or additional distribution. AllianceBernstein is not licensed to, and does not
purport to, conduct any business or offer any services in any of the above
countries.
Note to Readers in Malaysia: Nothing in this document should be construed as an
invitation or offer to subscribe to or purchase any securities, nor is it an
offering of fund-management services, advice, analysis or a report concerning
securities. AllianceBernstein is not licensed to, and does not purport to,
conduct any business or offer any services in Malaysia. Without prejudice to the
generality of the foregoing, AllianceBernstein does not hold a capital markets
services license under the Capital Markets & Services Act 2007 of Malaysia, and
does not, nor does it purport to, deal in securities, trade in futures
contracts, manage funds, offer corporate finance or investment advice, or
provide financial-planning services in Malaysia.
MSCI Note: MSCI makes no express or implied warranties or representations and
shall have no liability whatsoever with respect to any MSCI data contained
herein. The MSCI data may not be further redistributed or used as a basis for
other indices or any securities or financial products. This report is not
approved, reviewed or produced by MSCI.
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AllianceBernstein
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Sydney NSW 2000, Australia AllianceBernstein Investments, Inc. 1345 Avenue of the Americas
+61 2 9255 1200 Tokyo Branch New York, NY 10105
Marunouchi Trust Tower Main 17F 212.969.1000
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