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 |_|
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|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Section 240.14a-12
Sanford C. Bernstein Fund II, Inc.
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(Name of Registrant as Specified In Its Charter)
N/A
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Payment of Filing Fee (Check the appropriate box):
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|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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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
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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ALLIANCEBERNSTEIN INSTITUTIONAL FUNDS, INC.--
ALLIANCEBERNSTEIN GLOBAL REAL ESTATE INVESTMENT FUND II
SANFORD C. BERNSTEIN FUND II, INC.--
INTERMEDIATE DURATION INSTITUTIONAL PORTFOLIO
1345 Avenue of the Americas
New York, New York 10105
Notice of Joint Annual Meeting of Stockholders
November 5, 2010
To the Stockholders of AllianceBernstein Institutional Funds, Inc. and Sanford
C. Bernstein Fund II, Inc.:
Notice is hereby given that the Joint Annual Meeting of Stockholders (the
"Meeting") of AllianceBernstein Institutional Funds, Inc. ("ABIF") and Sanford
C. Bernstein Fund II, Inc. ("SBF"), each a Maryland corporation (each a "Fund"
and together, the "Funds"), and the series thereof, 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 Proposal, which is more fully described in the accompanying Proxy
Statement dated September 21, 2010:
1. The election of Directors of the Funds, each such Director to serve for
a term of indefinite duration and until his or her successor is duly
elected and qualifies.
2. 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 (the "Record Date") 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 D. Wrapp
Secretary
New York, New York
September 21, 2010
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YOUR VOTE IS IMPORTANT
Please indicate your voting instructions on the enclosed Proxy Card, sign and
date it, and return it in the envelope provided, which needs no postage if
mailed in the United States. You may also, by telephone or through the
Internet, authorize proxies to cast your votes. 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 any additional cost of further proxy solicitation and in order for the
Meeting to be held as scheduled.
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AllianceBernstein(R) and the AB Logo are registered trademarks and service
marks used by permission of the owner, AllianceBernstein L.P.
TABLE OF CONTENTS
PAGE
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Introduction.......................................................... 1
Proposal: Election of Directors....................................... 2
Independent Registered Public Accounting Firm......................... 11
Proxy Voting and Stockholder Meeting.................................. 13
Officers of the Funds................................................. 15
Information as to the Investment Adviser and Distributor of the Funds. 15
Other Matters......................................................... 16
Submission of Proposals for Next Meeting of Stockholders.............. 16
Reports to Stockholders............................................... 16
Appendix A: Outstanding Voting Shares................................. A-1
Appendix B: Additional Information Regarding the Directors............ B-1
Appendix C: Letter from Independent Registered Public Accounting
Firm.................................................................. C-1
Proxy Statement
AllianceBernstein Institutional Funds, Inc.--
AllianceBernstein Global Real Estate Investment Fund II
Sanford C. Bernstein Fund II, Inc.--
Intermediate Duration Institutional Portfolio
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 Funds listed above (each a "Fund",
and collectively, the "Funds"). The Boards of Directors (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 a proposal
that is being recommended by the Boards of their Funds.
The Boards are sending you this Proxy Statement to ask for your vote on a
proposal 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 or through the Internet.
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 October 1, 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. This Proxy
Statement is available on the Internet at www.bernstein.com/fundproxy.
1
PROPOSAL
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 each 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 each 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 OCCUPATION(S) FUND COMPLEX HELD BY
NAME, ADDRESS* YEARS OF DURING PAST OVERSEEN BY DIRECTOR IN THE
AND AGE SERVICE** 5 YEARS OR LONGER DIRECTOR PAST 5 YEARS
- -------------------------------------------------------------------------------------------------------------
INDEPENDENT
DIRECTORS
Chairman of the Board
William H. Foulk, Jr., #, ## ABIF: 13 Investment Adviser and an 95 None
78 SBF: 8 Independent Consultant since
prior to 2005. Previously, he
was Senior Manager of Barrett
Associates, Inc., a registered
investment adviser. He was
formerly Deputy Comptroller
and Chief Investment Officer of
the State of New York and,
prior thereto, Chief Investment
Officer of the New York Bank
for Savings. He has served as a
director or trustee of various
AllianceBernstein Funds since
1983 and has been Chairman
of the AllianceBernstein Funds
and of the Independent
Directors Committee of such
Funds since 2003.
2
NUMBER OF OTHER PUBLIC
PORTFOLIOS IN COMPANY
ALLIANCEBERNSTEIN DIRECTORSHIPS
PRINCIPAL OCCUPATION(S) FUND COMPLEX HELD BY
NAME, ADDRESS* YEARS OF DURING PAST OVERSEEN BY DIRECTOR IN THE
AND AGE SERVICE** 5 YEARS OR LONGER DIRECTOR PAST 5 YEARS
- -------------------------------------------------------------------------------------------------------
John H. Dobkin, # ABIF: 13 Independent Consultant since 93 None
68 SBF: 8 prior to 2005. Formerly,
President of Save Venice, Inc.
(preservation organization)
from 2001-2002; Senior
Advisor from June 1999-June
2000 and President of Historic
Hudson Valley (historic
preservation) from December
1989-May 1999. Previously,
Director of the National
Academy of Design. He has
served as a director or trustee
of various AllianceBernstein
Funds since 1992.
Michael J. Downey, # ABIF: 3 Private Investor since prior to 93 Asia Pacific
66 SBF: 5 2005. Formerly, managing Fund, Inc., and
partner of Lexington Capital, The Merger
LLC (investment advisory firm) Fund since prior
from December 1997 until to 2005, and
December 2003. From 1987 Prospect
until 1993, Chairman and CEO Acquisition
of Prudential Mutual Fund Corp. (financial
Management, director of the services) since
Prudential Mutual Funds, and 2007 until 2009
member of the Executive
Committee of Prudential
Securities Inc. He has served as
a director or trustee of the
AllianceBernstein Funds since
2005.
D. James Guzy, # ABIF: 3 Chairman of the Board of PLX 93 Cirrus Logic
74 SBF: 5 Technology (semi-conductors) Corporation
and of SRC Computers Inc., (semi-
with which he has been conductors) and
associated since prior to 2005. PLX Technology,
He was a Director of Intel Inc. (semi-
Corporation (semi-conductors) conductors)
from 1969 until 2008, and since prior to
served as Chairman of the 2005 and Intel
Finance Committee of such Corporation
company for several years until (semi-
May 2008. He has served as a conductors)
director of one or more of the since prior to
AllianceBernstein Funds since 2005 until 2008
1982.
3
NUMBER OF OTHER PUBLIC
PORTFOLIOS IN COMPANY
ALLIANCEBERNSTEIN DIRECTORSHIPS
PRINCIPAL OCCUPATION(S) FUND COMPLEX HELD BY
NAME, ADDRESS* YEARS OF DURING PAST OVERSEEN BY DIRECTOR IN THE
AND AGE SERVICE** 5 YEARS OR LONGER DIRECTOR PAST 5 YEARS
- -----------------------------------------------------------------------------------------------------
Nancy P. Jacklin, # ABIF: 2 Professorial Lecturer at the 93 None
62 SBF: 4 Johns Hopkins School of
Advanced International Studies
since 2008. Formerly, U.S.
Executive Director of the
International Monetary Fund
(December 2002-May 2006);
Partner, Clifford Chance (1992-
2002); Sector Counsel,
International Banking and
Finance, and Associate General
Counsel, Citigroup (1985-
1992); Assistant General
Counsel (International), Federal
Reserve Board of Governors
(1982-1985); and Attorney
Advisor, U.S. Department of
the Treasury (1973-1982).
Member of the Bar of the
District of Columbia and of
New York; and member of the
Council on Foreign Relations.
She has served as a director or
trustee of the AllianceBernstein
Funds since 2006.
Garry L. Moody, # ABIF: 2 Independent Consultant. 91 None
58 SBF: 2 Formerly, Partner, Deloitte &
Touche LLP (1995-2008) where
he held a number of senior
positions, including Vice-
Chairman, and U.S. and Global
Investment Management
Practice Managing Partner;
President, Fidelity Accounting
and Custody Services Company
(1993-1995); and Partner,
Ernst & Young LLP (1975-
1993), where he served as the
National Director of Mutual
Fund Tax Services. He has
served as a director or trustee,
and as Chairman of the Audit
Committee, of most of the
AllianceBernstein Funds since
2008.
4
NUMBER OF OTHER PUBLIC
PORTFOLIOS IN COMPANY
ALLIANCEBERNSTEIN DIRECTORSHIPS
PRINCIPAL OCCUPATION(S) FUND COMPLEX HELD BY
NAME, ADDRESS* YEARS OF DURING PAST OVERSEEN BY DIRECTOR IN THE
AND AGE SERVICE** 5 YEARS OR LONGER DIRECTOR PAST 5 YEARS
- --------------------------------------------------------------------------------------------------------------
Marshall C. Turner, Jr., # ABIF: 5 Private investor since prior to 93 Xilinx, Inc.
68 SBF: 5 2005. Interim CEO of MEMC (programmable
Electronic Materials, Inc. (semi- logic semi-
conductor and solar cell conductors) and
substrates) from November MEMC
2008 until March 2009. He Electronic
was Chairman and CEO of Materials, Inc.
Dupont Photomasks, Inc. (semi-conductor
(components of semi-conductor and solar cell
manufacturing), 2003-2005, substrates) since
and President and CEO, 2005- prior to 2005
2006, after the company was
acquired and renamed Toppan
Photomasks, Inc. He has served
as a director or trustee of one
or more of the
AllianceBernstein Funds since
1992.
Earl D. Weiner, # ABIF: 3 Of Counsel, and Partner prior to 93 None
71 SBF: 3 January 2007, of the law firm
Sullivan & Cromwell LLP and
member of ABA Federal
Regulation of Securities
Committee Task Force to draft
editions of the Fund Director's
Guidebook. He has served as a
director or trustee of the
AllianceBernstein Funds since
2007 and is Chairman of the
Governance and Nominating
Committees of most of the Funds.
5
NUMBER OF OTHER PUBLIC
PORTFOLIOS IN COMPANY
ALLIANCEBERNSTEIN DIRECTORSHIPS
PRINCIPAL OCCUPATION(S) FUND COMPLEX HELD BY
NAME, ADDRESS* YEARS OF DURING PAST OVERSEEN BY DIRECTOR IN THE
AND AGE SERVICE** 5 YEARS OR LONGER DIRECTOR PAST 5 YEARS
- ---------------------------------------------------------------------------------------------------------------
INTERESTED
DIRECTOR
Robert M. Keith, +, ++ None Senior Vice President of 6 None
1345 Avenue of the Americas AllianceBernstein L.P. (the
New York, NY 10105 "Adviser")*** and head of
50 AllianceBernstein Investments
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 Independent 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 a Senior
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.
6
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 a director
of a 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;
7
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 any 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
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
8
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
Officer (who is also the 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 2, 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.
9
During the Fund's fiscal year ended in 2009, the Board of ABIF met eight times
and of SBF met eight times. Each Director attended at least 75% of the total
number of meetings of the Board held during the fiscal year and, if a member,
at least 75% of the total number of meetings of the committees held during the
period for which he or she served. The Funds do not have a policy that requires
a Director to attend annual meetings of stockholders but the Funds encourage
such attendance.
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, the Audit Committee of
ABIF met twice and of SBF met twice.
Each Fund's Board has adopted a charter for its Governance and Nominating
Committee, which is available at www.alliancebernstein.com (click on
AllianceBernstein Mutual Fund Investors then US then Investment Products/Mutual
Funds). Pursuant to the charter of the Governance and Nominating Committee, the
Governance and Nominating Committee assists each Board in carrying out its
responsibilities with respect to governance of a Fund and identifies, evaluates
and selects and nominates candidates for that Board. The Committee may also 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 the 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 an Independent Director. When
assessing a candidate for nomination, the Committee considers whether the
individual's background, skills, and experience will
10
complement the background, skills, and experience of other nominees and will
contribute to the diversity of the Board.
During the Fund's fiscal year ended in 2009, the Governance and Nominating
Committee of ABIF met four times and of SBF met four 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 Valuation Committee that
would result in a change in the Fund's net asset value by more than $0.01 per
share. The Fair Value Pricing Committee did not meet during either 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 Independent Directors, such as review and approval
of the Advisory, Distribution Services and Transfer Agency Agreements in the
case of ABIF and the Advisory Agreement in the case of SBF. During the Fund's
fiscal year ended in 2009, the Independent Directors Committee of ABIF met
eight times and of SBF met six 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 which or to whom 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 a
nominee as Director with respect to each Fund requires the affirmative vote of
a plurality of the votes cast.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Approval of Independent Registered Public Accounting Firm by Board
The Boards of the Funds, including a majority of the Directors who are not
"interested persons", have appointed Ernst & Young LLP ("E&Y") as the
independent registered public accounting firm for the current fiscal year of
each of AllianceBernstein Global Real Estate Investment Fund II ("Global Real
Estate Fund") and Intermediate Duration Institutional Portfolio ("Intermediate
Duration Portfolio"). E&Y has represented that it does not have any direct
financial interest or any material indirect financial interest in either of the
Funds.
E&Y has audited the accounts of Global Real Estate Fund for the past two fiscal
years.
The Audit Committee of the Board of SBF approved the dismissal of KPMG LLP as
independent registered public accounting firm for Intermediate Duration
Portfolio
11
(the "Prior Auditor") at a meeting held on March 24, 2010. The Prior Auditor's
reports on the financial statements of Intermediate Duration Portfolio for its
last two fiscal years did not contain an adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles. During the period the Prior Auditor was engaged, there
were no disagreements with the Prior Auditor on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures, which would have caused it to make reference to that matter in
connection with its reports for the Intermediate Duration Portfolio or
reportable events as described in paragraph (v) of Item 304(a)(1) of Regulation
S-K. Intermediate Duration Portfolio has requested that the Prior Auditor
furnish it with a letter addressed to the Securities and Exchange Commission
stating whether or not it agrees with the above statements. A copy of the
letter is attached as Appendix C and a similar letter has been filed as Exhibit
77 to the Intermediate Duration Portfolio's first Form N-SAR filed following
the Prior Auditor's dismissal.
Representatives of E&Y are expected to attend the Meeting, to have the
opportunity to make a statement and to respond to appropriate questions from
the stockholders. Representatives of the Prior Auditor are not expected to
attend the Meeting.
Independent Registered Public Accounting Firms' 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(s) 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 and consent letters; (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 either Fund during this period.
TABLE 1
ALL FEES FOR
ALL NON-AUDIT
OTHER SERVICES
FEES FOR PROVIDED TO
SERVICES THE FUND,
PROVIDED THE ADVISER
AUDIT TO THE AND SERVICE
NAME OF FUND AUDIT FEES RELATED FEES TAX FEES FUND AFFILIATES
- ------------------------------ ---- ---------- ------------ -------- -------- ------------
ABIF--Global Real Estate Fund 2008 $37,300 $3,517 $34,582 n/a $998,444
2009 $38,606 $ -- $13,884 n/a $788,540
SBF--Intermediate Duration 2008 $36,700 $1,684 $13,625 n/a $386,659
Portfolio 2009 $34,179 $ -- $ 7,800 n/a $192,049
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
12
registered public accounting firm. A Fund's Audit Committee policies and
procedures also require pre-approval of all audit and non-audit services
provided to the Adviser and Service Affiliates to the extent that these
services are directly related to the operations or financial reporting of the
Fund. 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 its respective 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
registered public accounting firm to the Adviser and Service Affiliates is
compatible with maintaining the independent registered public accounting firm's
independence.
TABLE 2
FEES FOR NON-AUDIT
SERVICES PROVIDED TO
THE FUND, THE
ADVISER AND SERVICE PORTION
AFFILIATES SUBJECT TO COMPRISED PORTION
PRE-APPROVAL BY OF AUDIT COMPRISED
AUDIT COMMITTEE RELATED FEES OF TAX FEES
--------------------- ------------ -----------
ABIF--Global Real Estate Fund 2008 $181,218 $146,636 $34,582
2009 $257,730 $243,846 $13,884
SBF--Intermediate Duration Portfolio 2008 $ 15,309 $ 1,684 $13,625
2009 $ 7,800 $ -- $ 7,800
PROXY VOTING AND STOCKHOLDER MEETING
All properly executed and timely received proxies will be voted 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 for the election of each of the nominees as a Director for a
Fund. If no specification is made on a properly executed proxy, it will be
voted for the election of each of the Directors of the Fund.
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) 450-8471.
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 through
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
13
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 through 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 both Funds, the approval of the Proposal requires the affirmative vote of a
plurality of the votes cast. Abstentions and broker non-votes, if any, not
being votes cast, will have no effect on the outcome of the Proposal. If any
matter other than the Proposal 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 each Fund, a quorum for the Meeting will consist of the presence in person
or by proxy of the holders of record of one-third of the shares of the Fund
outstanding and entitled to vote at the Meeting. Whether or not a quorum is
present at the Meeting, if sufficient votes in favor of the position
recommended by the Board on the Proposal described in the Proxy Statement are
not timely received, the persons named as proxies may, but are under no
obligation to, with no other notice than announcement at the Meeting, propose
and vote for one or more adjournments of the Meeting for up to 120 days after
the Record Date to permit further solicitation of proxies. The Meeting may be
adjourned with respect to the Proposal in the Proxy Statement. Shares
represented by proxies indicating a vote contrary to the position recommended
by a majority of the Board on the Proposal will be voted against adjournment.
The Meeting is scheduled as a joint meeting of the stockholders of the Funds
because the stockholders of both 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 the other Fund.
The Adviser has engaged Broadridge Financial Solutions, Inc. ("Broadridge"), 60
Research Road, Hingham, MA 02043, to assist in soliciting proxies for the
Meeting, including contacting stockholders by telephone or other electronic
means to solicit stockholders on behalf of the Funds. Broadridge will receive a
total fee of $5,000 for its services, to be borne by the Funds. Other proxy
solicitation costs will be borne by the Funds.
14
OFFICERS OF THE FUNDS
Certain information concerning the Funds' officers is set forth below. Each of
the Funds' officers is elected annually by the respective Board until his or
her successor is duly elected and qualifies.
POSITION(S) PRINCIPAL OCCUPATION DURING
NAME, ADDRESS* AND AGE (MONTH AND YEAR FIRST ELECTED) PAST 5 YEARS
- ------------------------------------- -------------------------------- -------------------------------------
Robert M. Keith President and Chief Executive See biography above.
50 Officer,
Both Funds (09/08)
Philip L. Kirstein Senior Vice President and Senior Vice President and
65 Independent Compliance Officer, Independent Compliance Officer of
Both 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 March 2003.
Emilie D. Wrapp Secretary, Senior Vice President, Assistant
54 Both 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 Chief Financial Senior Vice President of
51 Officer, AllianceBernstein Investor Services,
Both Funds (8/06) Inc. ("ABIS"),** with which he has
been associated since prior to
2005.
Phyllis J. Clarke Controller, Vice President of ABIS,** with
49 ABIF (11/08) which she has been associated
since prior to 2005.
Stephen Woetzel Controller, Vice President of ABIS,** with
38 SBF (5/09) which he 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 AND DISTRIBUTOR OF THE FUNDS
Each Fund's investment adviser is AllianceBernstein L.P., 1345 Avenue of the
Americas, New York, New York 10105. The investment adviser also provides
certain administrative services to the Funds. ABIF's distributor is
AllianceBernstein Investments, Inc., 1345 Avenue of the Americas, New York, New
York 10105. SBF's distributor is Sanford C. Bernstein & Co., LLC, 1345 Avenue
of the Americas, New York, New York 10105.
15
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.
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 a 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 the Fund
begins to print and mail its proxy materials relating to such meeting (or in
accordance with any advance notice in the Bylaws then in effect).
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 a 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
150/th/ 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
120/th/ 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 150/th/ day prior to the date of such annual
meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120/th/
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 write to Kristine Antoja at AllianceBernstein L.P.,
1345 Avenue of the Americas, New York, New York 10105.
By Order of the Boards of Directors,
Emilie D. Wrapp
Secretary
September 21, 2010
New York, New York
16
APPENDIX A--OUTSTANDING VOTING SHARES
A list of the outstanding voting shares for each of the Funds as of the
close of business on the Record Date is presented below. Each share is entitled
to cast one vote at the meeting.
FUND NAME NUMBER OF OUTSTANDING SHARES
----------------------------------------
ABIF
99,862,830
SBF
69,743,861
A-1
APPENDIX B--ADDITIONAL INFORMATION REGARDING THE DIRECTORS
Ownership in the Funds
It is the policy of the Boards of Directors of the Funds that each Independent
Director will invest a minimum of $250,000 in shares of investment companies in
the AllianceBernstein Fund Complex within 12 months of becoming an Independent
Director. The Directors do not own any shares of the Funds, however, as
individuals are not allowed to purchase such shares.
The dollar range of the Funds' securities owned by each Director and Nominee
and the aggregate dollar range of securities owned by each Director and Nominee
in the AllianceBernstein Fund Complex are set forth below.
AGGREGATE DOLLAR
RANGE OF EQUITY
SECURITIES IN THE
FUNDS IN THE
ALLIANCEBERNSTEIN
FUND COMPLEX AS OF
9/2/2010
-------------------------------------------
John H. Dobkin Over $100,000
Michael J. Downey Over $100,000
William H. Foulk, Jr. Over $100,000
D. James Guzy Over $100,000
Nancy P. Jacklin Over $100,000
Robert M. Keith Over $100,000
Garry L. Moody Over $100,000
Marshall C. Turner, Jr. Over $100,000
Earl D. Weiner Over $100,000
B-1
Compensation From the Funds
Neither 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 2009, the aggregate compensation paid to
the Directors during calendar year 2009 by all of the investment companies in
the AllianceBernstein Fund Complex, and the total number of investment
companies in the AllianceBernstein Fund Complex as to which the Directors are a
director or trustee and the number of investment portfolios as to which the
Directors are directors or trustees, are set forth below. Neither the Funds nor
any other investment company in the AllianceBernstein Fund Complex provides
compensation in the form of pension or retirement benefits to any of its
Directors or pays compensation to officers of the Funds.
NUMBER OF
NUMBER OF INVESTMENT
INVESTMENT PORTFOLIOS
COMPANIES IN THE WITHIN THE
ALLIANCEBERNSTEIN ALLIANCEBERNSTEIN
COMPENSATION FUND COMPLEX, FUND COMPLEX,
FROM THE INCLUDING THE INCLUDING THE
COMPENSATION ALLIANCEBERNSTEIN FUNDS, AS TO FUNDS, AS TO
FROM A FUND FUND COMPLEX, WHICH THE WHICH THE
DURING ITS INCLUDING THE DIRECTOR IS A DIRECTOR IS A
FISCAL YEAR FUNDS, DURING DIRECTOR OR DIRECTOR OR
NAME OF DIRECTOR ENDED IN 2009 2009 TRUSTEE TRUSTEE
- ------------------------ ------------- ----------------- ----------------- -----------------
John H. Dobkin ABIF: $5,508 $242,200 32 93
SBF: $5,396
Michael J. Downey ABIF: $5,508 $241,000 32 93
SBF: $5,396
William H. Foulk, Jr. ABIF: $10,381 $484,400 34 95
SBF: $10,272
D. James Guzy ABIF: $5,508 $241,000 32 93
SBF: $5,396
Nancy P. Jacklin ABIF: $5,508 $242,200 32 93
SBF: $5,396
Garry L. Moody ABIF: $6,305 $270,200 31 91
SBF: $6,191
Marshall C. Turner, Jr. ABIF: $5,508 $242,200 32 93
SBF: $5,396
Earl D. Weiner ABIF: $5,927 $260,200 32 93
SBF: $5,815
B-2
APPENDIX C--LETTER FROM INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
September 15, 2010
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Sanford C. Bernstein Fund II,
Inc. -- Intermediate Duration Institutional Portfolio ("Intermediate Duration
Portfolio") and, under the date of November 25, 2009, we reported on the
financial statements of the Intermediate Duration Portfolio as of and for the
year ended September 30, 2009. On April 14, 2010, we were dismissed. We have
read the statements included under the section titled "Approval of Independent
Registered Public Accounting Firm by Board" within the Proxy Statement for the
Intermediate Duration Portfolio dated September 21, 2010, and we agree with
such statements, except that we are not in a position to agree or disagree with
the statement that the Audit Committee of the Board of Sanford C. Bernstein
Fund II, Inc. approved the dismissal of KPMG LLP as independent registered
public accounting firm for Intermediate Duration Portfolio at a meeting held on
March 24, 2010, and we are not in a position to agree or disagree with any of
the statements regarding Ernst & Young LLP.
Very truly yours,
/s/ KPMG LLP
C-1
AB-INS-72151-0910
[GRAPHIC]
FORM OF PROXY FORM OF PROXY
ALLIANCEBERNSTEIN INSTITUTIONAL FUNDS, INC.
- AllianceBernstein Global Real Estate Investment Fund II
AND
SANFORD C. BERNSTEIN FUND II, INC.
- Intermediate Duration Institutional Portfolio
PROXY FOR A JOINT ANNUAL MEETING OF STOCKHOLDERS
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 OF
ALLIANCEBERNSTEIN INSTITUTIONAL FUNDS, INC. - ALLIANCEBERNSTEIN GLOBAL REAL
ESTATE INVESTMENT FUND II AND SANFORD C. BERNSTEIN FUND II, INC. - INTERMEDIATE
DURATION INSTITUTIONAL PORTFOLIO.
The undersigned stockholder 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 Institutional Funds, Inc.
("ABIF") - AllianceBernstein Global Real Estate Investment Fund II and Sanford
C. Bernstein Fund II, Inc. ("SBF") - Intermediate Duration Institutional
Portfolio (each a "Fund", and together, 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.
The Boards know of no reason why any of the nominees for election as a
Director of a Fund 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 a Board may recommend.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY
THE UNDERSIGNED WILL BE CAST AS INSTRUCTED ON THE REVERSE SIDE HEREOF. IF THIS
PROXY IS PROPERLY EXECUTED BUT NO INSTRUCTION IS GIVEN, THE VOTES ENTITLED TO BE
CAST BY THE UNDERSIGNED WILL BE CAST "FOR" EACH OF THE NOMINEES FOR DIRECTOR.
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: [___________] VOTE BY TELEPHONE: [___________]
Please refer to the Proxy Statement for
a discussion of the 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 the
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.
ALLIANCEBERNSTEIN INSTITUTIONAL FUNDS, INC.
- AllianceBernstein Global Real Estate Investment Fund II
AND
SANFORD C. BERNSTEIN FUND II, INC.
- Intermediate Duration Institutional Portfolio
PROXY FOR A JOINT ANNUAL MEETING OF STOCKHOLDERS
CONTROL NUMBER:
Your Board of Directors recommends that you vote "For" the election of all
Nominees
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 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)
--------------------------------------
(Signature of joint owner, if any)
Date __________, 2010
SK 00250 0451 1130655