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.)
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|_| Preliminary Proxy Statement
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|X| Definitive Proxy Statement
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|_| Soliciting Material Pursuant to Section 240.14a-12
The AllianceBernstein Pooling Portfolios
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SK 00250 0451 1133670
THE ALLIANCEBERNSTEIN POOLING PORTFOLIOS - ALLIANCEBERNSTEIN GLOBAL REAL
ESTATE INVESTMENT PORTFOLIO
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1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
November 5, 2010
To the Shareholders of AllianceBernstein Global Real Estate Investment
Portfolio:
Notice is hereby given that the Special Meeting of Shareholders (the "Meeting")
of AllianceBernstein Global Real Estate Investment Portfolio (the "Portfolio"),
a series of The AllianceBernstein Pooling Portfolios, a Massachusetts business
trust (the "Fund"), will be held at the offices of the Fund, 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 October 1, 2010:
1. Amendment of the Portfolio's fundamental policy regarding
diversification as that term is described in the Investment Company
Act of 1940, as amended to change its status from diversified to
non-diversified.
2. To transact such other business as may properly come before the
Meeting and any adjournments or postponements thereof.
Any shareholder of record of the Portfolio at the close of business on September
30, 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 Trustees of the Fund.
By Order of the Board of Trustees,
Emilie D. Wrapp
Secretary
New York, New York
October 1, 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 the
Portfolio 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............................................................ 4
Proposal: Amendment to the Fundamental Policy Regarding Diversification 5
Proxy Voting and Shareholder Meeting.................................... 6
Officers of the Fund.................................................... 6
Information as to the Investment Adviser and Distributor of the Fund.... 7
Other Matters........................................................... 7
Submission of Proposals for Next Meeting of Shareholders................ 7
Reports to Shareholders................................................. 7
PROXY STATEMENT
THE ALLIANCEBERNSTEIN POOLING PORTFOLIOS - ALLIANCEBERNSTEIN GLOBAL
REAL ESTATE INVESTMENT PORTFOLIO
1345 Avenue of the Americas
New York, New York 10105
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SPECIAL MEETING OF SHAREHOLDERS
November 5, 2010
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INTRODUCTION
This is a Proxy Statement for the AllianceBernstein Global Real Estate
Investment Portfolio (the "Portfolio"), a series of The AllianceBernstein
Pooling Portfolios (the "Fund"). The Fund's Board of Trustees (the "Board") is
soliciting proxies for a Special Meeting of Shareholders of the Portfolio (the
"Meeting") to consider and vote on a proposal that is being recommended by the
Board.
The Board is sending you this Proxy Statement to ask for your vote on a proposal
affecting the Portfolio. The Portfolio will hold the Meeting at the offices of
the Fund, 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 Portfolio. AllianceBernstein L.P. is the
investment adviser to the Portfolio (the "Adviser"). The Notice of Special
Meeting of Shareholders, Proxy Statement, and Proxy Card are being mailed to
shareholders on or about October 1, 2010.
Any shareholder who owned shares of the Portfolio at the close of business on
September 30, 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 Shareholders'
Meeting to be Held on Friday, November 5, 2010. This Proxy Statement is
available on the Internet at www.alliancebernstein.com/abfundsproxy.
PROPOSAL
AMENDMENT TO THE FUNDAMENTAL POLICY REGARDING DIVERSIFICATION
Section 8(b) of the Investment Company Act of 1940, as amended (the "1940
Act') requires a fund to disclose whether it has a policy to engage in certain
activities ("Section 8(b) Policies"). Under the 1940 Act, the Section 8(b)
Policies are "fundamental" and may not be changed without a shareholder vote.
One of the Section 8(b) Policies requires the Portfolio to state whether it is
"diversified" as that term is defined in the 1940 Act. A diversified fund may
not, with respect to 75% of its total assets, (1) invest more than 5% of its
total assets in the securities of one issuer (the "5% per issuer limitation"),
or (2) hold more than 10% of the outstanding voting securities of such issuer
(the "10% per issuer limitation").
Recently, the Board approved proposals to rename the Portfolio
"AllianceBernstein Real Asset Portfolio" and to change the Portfolio's
investment objective from "total return from a combination of income and
long-growth of capital" to "to maximize real return over inflation". The Board
also approved changing the Portfolio's investment strategy from its focus on
real estate-related securities to an aggressive investment strategy involving a
variety of asset classes, including commodity equities and commodity derivatives
as well as real estate-related securities. The AllianceBernstein Real Asset
Portfolio may pursue its investment objective by investing in AllianceBernstein
Cayman Real Asset Strategy, Ltd., a wholly-owned subsidiary of the Portfolio
organized under the laws of the Cayman Islands (the "Subsidiary"), which, unlike
the Portfolio, may invest without limitation in commodity-linked swap agreements
and other commodity-linked derivative instruments. The Portfolio may invest up
to 25% of its assets in the Subsidiary. Since up to 25% of the Portfolio's
assets can be invested in the securities of a single issuer, the Subsidiary,
maintaining a diversified status would impose the 5% per issuer limitation and
the 10% per issuer limitation on 100% of the Portfolio's remaining investments.
The Adviser recommended to the Board that, for operational ease, the Portfolio
become non-diversified.
As a non-diversified fund, the Portfolio may have more risk because it can
invest more of its assets in the securities of a smaller number of issuers and
adverse changes in the value of one security could have a more significant
effect on the Portfolio's net asset value. A policy to be a non-diversified fund
is not required under the 1940 Act to be fundamental and the policy may be
changed to diversified without a shareholder vote. This is because a diversified
fund is considered to have less risk.
The Trustees considered and approved the Adviser's recommendation that the
Portfolio amend its fundamental policy regarding diversification to become
"non-diversifed". If the Proposal is approved, the Portfolio would not be
limited in the proportion of its assets that may be invested in the securities
of a single issuer, except as required to meet the diversification requirements
of the Internal Revenue Code (the "Code") relating to regulated investment
companies. The Code imposes diversification requirements similar to the 1940 Act
but they apply to only 50% of a fund's assets.
Approval of the Proposal requires the affirmative vote of the holders of a
"majority of the outstanding voting securities," of the Portfolio, as defined in
the 1940 Act, which means the lesser of (i) 67% or more of the voting securities
of the Portfolio present or represented by proxy if the holders of more than 50%
of the Portfolio's outstanding voting securities are present or represented by
proxy, or (ii) more than 50% of the outstanding voting securities of the
Portfolio (the "1940 Act Majority Vote"). The Board, including the Independent
Trustees, of the Fund unanimously recommends that the shareholders of the
Portfolio vote FOR the Proposal.
PROXY VOTING AND SHAREHOLDER 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 amendment of the fundamental policy regarding
diversification (the Proposal). If no specification is made on a properly
executed proxy, it will be voted for the amendment of the fundamental policy
regarding diversification.
Those shareholders who hold shares directly and not through a broker or
nominee (that is, a shareholder 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 shareholder of record for
those shares) should follow directions provided to the shareholder by the broker
or nominee to submit voting instructions. Instructions to be followed by a
shareholder of record to submit a proxy via telephone or through the Internet,
including use of the Control Number on the shareholder's Proxy Card, are
designed to verify shareholder identities, to allow shareholders to give voting
instructions and to confirm that shareholder instructions have been recorded
properly. Shareholders who authorize proxies by telephone should not also return
a Proxy Card. A shareholder of record may revoke the shareholder's proxy at any
time prior to exercise thereof by giving written notice to the Secretary of the
Fund 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).
The approval of the Proposal requires a 1940 Act Majority Vote. Abstention
or broker non-vote, if any, will be considered present for purposes of
determining the existence of a quorum but will have the effect of a vote against
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
Fund has not received notice of, and is not otherwise aware of, any other matter
to be presented at the Meeting.
A quorum for the Meeting will consist of the presence in person or by
proxy of the holders of record of 40% of the shares of the Portfolio entitled to
vote at the Meeting. As of the Record Date, there were 105,827,180 outstanding
voting shares for the Portfolio. 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.
OFFICERS OF THE FUND
Certain information concerning the Fund's officers is set forth below.
Each of the Fund's officers is elected annually by the Board until his or her
successor is duly elected and qualifies.
Name, Address* Position(s) Principal Occupation
and Age (Month and Year First Elected) During Past 5 Years
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Robert M. Keith President and Chief Executive Senior Vice President of
50 Officer, (09/08) the Adviser** and head of
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.
Philip L. Kirstein Senior Vice President and Senior Vice President and
65 Independent Compliance Independent Compliance
Officer, (10/04) Officer of 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,
54 (10/05) Assistant 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, (8/06) AllianceBernstein Investor
Services, Inc. ("ABIS")**,
with which he has been
associated since prior to
2005.
Phyllis J. Clarke Controller, Vice President of ABIS**,
49 (5/09) with which she has been
associated since prior to
2005.
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* The address for the Fund's officers is 1345 Avenue of the Americas, New
York, New York 10105.
** An affiliate of the Fund.
INFORMATION AS TO THE INVESTMENT ADVISER
AND DISTRIBUTOR OF THE FUND
The 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 Fund. The Fund's distributor is
AllianceBernstein Investments, Inc., 1345 Avenue of the Americas, New York, New
York 10105.
OTHER MATTERS
Management of the 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 SHAREHOLDERS
The Portfolio does not hold shareholder meetings annually. Any shareholder
who wishes to submit a proposal to be included in the Portfolio's proxy
statement and form of proxy card for the Portfolio's next meeting of
shareholders should send the proposal to the Portfolio so as to be received
within a reasonable time before the Portfolio begins to print and mail its proxy
materials relating to such meeting.
REPORTS TO SHAREHOLDERS
The Portfolio will furnish each person to whom this Proxy Statement is
delivered with a copy of its latest annual report to shareholders and its
subsequent semi-annual report to shareholders, if any, upon request and without
charge. To request a copy, please call AllianceBernstein Investments, Inc. at
(800) 227-4618 or write to Maria Brison at AllianceBernstein L.P., 1345 Avenue
of the Americas, New York, New York 10105.
By Order of the Board of Trustees,
Emilie D. Wrapp
Secretary
October 1, 2010
New York, New York
THE ALLIANCEBERNSTEIN POOLING PORTFOLIOS - ALLIANCEBERNSTEIN GLOBAL REAL ESTATE
INVESTMENT PORTFOLIO
[LOGO]
AllianceBernstein L.P.
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
October 1, 2010
SK 00250 0451 1131156
FORM OF PROXY FORM OF PROXY
THE ALLIANCEBERNSTEIN POOLING PORTFOLIOS
PROXY IN CONNECTION WITH THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 5, 2010
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE ALLIANCEBERNSTEIN POOLING PORTFOLIOS
The undersigned hereby appoints [___________] and [____________],
or either of them, as proxies for the undersigned, with full power of
substitution in each of them, to attend the Special Meeting of Stockholders (the
"Meeting") of The AllianceBernstein Pooling Portfolios (the "Fund") with respect
to the AllianceBernstein Global Real Estate Investment Portfolio, a series of
the Fund (the "Portfolio") 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
Special Meeting of Stockholders and accompanying Proxy Statement, revokes any
proxy heretofore given with respect to such Meeting and hereby instructs said
proxies to vote said shares as indicated on the reverse side hereof.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST
BY THE UNDERSIGNED WILL BE CAST AS INSTRUCTED ON THE REVERSE SIDE HEREOF. IF
THIS PROXY IS PROPERLY EXECUTED BUT NO INSTRUCTION IS GIVEN, THE VOTES ENTITLED
TO BE CAST BY THE UNDERSIGNED WILL BE CAST "FOR" THE PROPOSAL AS DESCRIBED IN
THE PROXY STATEMENT. ADDITIONALLY, THE VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER
MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR
POSTPONEMENT THEREOF.
VOTE VIA THE INTERNET: www.proxyweb.com
VOTE BY TELEPHONE: 1-888-221-0697
Please refer to the Proxy Statement for
a discussion of each Proposal.
PLEASE VOTE, DATE AND SIGN AND
RETURN THIS PROXY CARD PROMPTLY. YOU MAY USE THE ENCLOSED ENVELOPE.
Please sign this proxy exactly as your name(s) appear(s) on the records of a
Fund. Joint owners should each sign personally. Trustees and other
representative should indicate the capacity in which they sign, and where more
than one name appears, a majority must sign. If a corporation or another entity,
the signature should be that of an authorized officer who should state his or
her full title.
THE ALLIANCEBERNSTEIN POOLING PORTFOLIOS
AllianceBernstein Global Real Estate Investment Portfolio
Please fill in boxes as shown using black or blue ink or number 2 pencil. Please
mark votes as in this example: /X/
For Against Abstain
1. Amendment of the Portfolio's /_/ /_/ /_/
fundamental policy regarding
diversification as that term
is described in the Investment
Company Act of 1940, as
amended to change its status
from diversified to
non-diversified.
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.
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(Signature of Stockholder)
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(Signature of joint owner, if any)
Date __________, 2010
SK 00250 0451 1133694