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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
(each a "Fund" and collectively the "Funds"), 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 vote 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 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.
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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
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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.
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 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, our proxy solicitation firm, at 1.866.451.3783.
Whom do I call if I have questions regarding the proxy?
Clients should call Broadridge, our proxy solicitation firm, at 1.866.451.3783.
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.
each such Director to serve a All Fund stockholders will be asked
term of an indefinite duration to vote on this proposal and
and until his or her successor is stockholders of a Fund will be asked
duly elected and qualifies. to separately elect Directors of
that Fund.
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AlllianceBernstein Small Cap Growth Portfolio Amendments to Investment Advisory The proposed amendment relates to
AllianceBernstein Global Thematic Growth Fund Agreements to Conform Fee the calculation of the investment
Measurement Periods. advisory 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
AllianceBernstein Growth Fund Agreement to Permit Reimbursement the reimbursement to the Advisor of
AllianceBernstein Conservative Wealth Strategy to the Advisor of Certain its costs of providing certain
AllianceBernstein Tax-Managed Conservative Administrative Expenses. administrative services to a Fund at
Wealth Strategy the request of the Fund. The
AllianceBernstein Balanced Wealth Strategy standard investment advisory
AllianceBernstein Tax-Managed Balanced agreement for the Funds provides for
Wealth Strategy the reimbursement to the Advisor of
AllianceBernstein Wealth Appreciation Strategy these costs. One Fund's agreement
AllianceBernstein Tax-Managed Wealth does not include this provision. We
Appreciation Strategy are proposing to amend 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
AllianceBernstein Trust ("ABT") to amend the declarations without a
AllianceBernstein Value Fund vote of stockholders. By allowing
AllianceBernstein Small/Mid Cap Value Fund future amendments of a declaration
AllianceBernstein International Value Fund without stockholder approval, this
AllianceBernstein Global Value Fund 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.
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AllianceBernstein Balanced Shares, Inc. The amendment and restatement of Most of the Funds are organized
AllianceBernstein Blended Style Series, Inc. the charters for certain of the under Maryland law. We are proposing
US Large Cap Portfolio Funds that are organized as the 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 Funds' fundamental policies federal law applicable to mutual
Inflation Strategy regarding commodities. funds to be fundamental, meaning
AllianceBernstein Cap Fund--Market Neutral they cannot be changed without a
Strategy--US stockholder vote. We are proposing
AllianceBernsten Cap Fund--Market Neutral to amend the Funds' fundamental
Strategy--Global policies regarding commodities and
Sanford C. Bernstein Fund, Sanford C. adopt a more flexible policy that
Bernstein Fund II--Intermediate Duration will reference applicable law. The
Institutional proposed amendment is intended to
AllianceBernstein Institutional Funds, Inc.-- clarify that the Funds may continue
AllianceBernstein Global Real Estate to be able to engage in current
Investment Fund II 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.
Investors should consider the investment objectives, risks, charges and expenses
of the Fund/Portfolio carefully before investing. For copies of our prospectus
or summary prospectus, which contain this and other information, visit us online
at www.alliancebernstein.com or contact your AllianceBernstein Investment
representative. Please read the prospectus and/or summary prospectus carefully
before investing.
For financial representative use only. Not for inspection by, distribution or
quotation to, the general public.
AllianceBernstein Investments, Inc. (ABI) is the distributor of the
AllianceBernstein family of mutual funds. ABI is a member of FINRA and is an
affiliate of AllianceBernstein L.P., the manager of the funds.
Sanford C. Bernstein & Co., LLC is a member of FINRA and is a subsidiary of
AllianceBernstein L.P.
AllianceBernstein(R) and the AB logo are registered trademarks and service marks
used by permission of the owner, AllianceBernstein L.P.
(c) 2010 AllianceBernstein L.P.
AllianceBernstein
1345 Avenue of the Americas
New York, NY 10105
212.969.1000
www.alliancebernstein.com