SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. ___)
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Filed by a Party other than the Registrant / /
Check the appropriate box:
/_/ 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 Materials Pursuant to Section 240.14a-12
Alliance California Municipal Income Fund, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
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/X/ No fee required.
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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(1) Amount Previously Paid:
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(4) Date Filed:
[LOGO]
ALLIANCEBERNSTEIN
ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC.
ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC.
ALLIANCE CALIFORNIA MUNICIPAL INCOME FUND, INC.
ALLIANCE NEW YORK MUNICIPAL INCOME FUND, INC.
1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS
MARCH 27, 2014
To the stockholders of AllianceBernstein Global High Income Fund, Inc.
("AGHIF"), AllianceBernstein National Municipal Income Fund, Inc. ("ANMIF"),
Alliance California Municipal Income Fund, Inc. ("ACMIF") and Alliance New York
Municipal Income Fund, Inc. ("ANYMIF"):
Notice is hereby given that a Joint Annual Meeting of Stockholders (the
"Meeting") of AGHIF, ANMIF, ACMIF and ANYMIF, each of which is a Maryland
corporation (each, a "Fund" and collectively, the "Funds"), will be held at the
offices of the Funds, 1345 Avenue of the Americas, 41/st/ Floor, New York, New
York 10105, on March 27, 2014 at 2:30 p.m., Eastern Time, for the following
purposes, each of which is more fully described in the accompanying Proxy
Statement dated February 21, 2014:
1. To elect three Class Two Directors of each Fund, each such Director to
hold office for a term of three years and until his successor is duly
elected and qualifies;
2. To elect two Class One Directors of each of ANMIF, ACMIF and ANYMIF for
a term of two years and until his successor is duly elected and
qualifies; and
3. To transact such other business as may properly come before the Meeting.
Any stockholder of record of AGHIF, ANMIF, ACMIF or ANYMIF at the close of
business on February 14, 2014 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
February 21, 2014
YOUR VOTE IS IMPORTANT
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, SIGN
AND DATE IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF
MAILED IN THE UNITED STATES. YOU MAY ALSO, BY TELEPHONE OR THROUGH THE
INTERNET, AUTHORIZE PROXIES TO CAST YOUR VOTE. TO DO SO, PLEASE FOLLOW THE
INSTRUCTIONS ON THE ENCLOSED PROXY CARD. YOUR VOTE IS VERY IMPORTANT NO MATTER
HOW MANY SHARES YOU OWN. PLEASE COMPLETE, DATE, SIGN AND RETURN YOUR PROXY
PROMPTLY IN ORDER TO SAVE THE FUNDS ANY ADDITIONAL COST OF FURTHER PROXY
SOLICITATION AND IN ORDER FOR THE MEETING TO BE HELD AS SCHEDULED.
AllianceBernstein(R) and the AB Logo are registered trademarks and service
marks used by permission of the owner, AllianceBernstein L.P.
PROXY STATEMENT
ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC.
ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC.
ALLIANCE CALIFORNIA MUNICIPAL INCOME FUND, INC.
ALLIANCE NEW YORK MUNICIPAL INCOME FUND, INC.
1345 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10105
JOINT ANNUAL MEETING OF STOCKHOLDERS
MARCH 27, 2014
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the respective Boards of Directors (collectively, the
"Board") of AllianceBernstein Global High Income Fund, Inc. ("AGHIF"),
AllianceBernstein National Municipal Income Fund, Inc. ("ANMIF"), Alliance
California Municipal Income Fund, Inc. ("ACMIF") and Alliance New York
Municipal Income Fund, Inc. ("ANYMIF"), each of which is a Maryland corporation
(each, a "Fund" and collectively, the "Funds"), to be voted at a Joint Annual
Meeting of Stockholders of the Funds (the "Meeting"), to be held at the offices
of the Funds, 1345 Avenue of the Americas, New York, New York 10105, on
March 27, 2014 at 2:30 p.m., Eastern Time. The solicitation will be by mail and
the cost for each Fund will be borne by that Fund. The Notice of Meeting, Proxy
Statement and Proxy Card are being mailed to stockholders on or about
February 21, 2014.
Any stockholder who owned shares of AGHIF, ANMIF, ACMIF and ANYMIF at the
close of business on February 14, 2014 (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 THURSDAY, MARCH 27, 2014. THE PROXY
STATEMENT IS AVAILABLE ON THE INTERNET AT
WWW.ALLIANCEBERNSTEIN.COM/ABFUNDSPROXY.
1
PROPOSALS ONE AND TWO
ELECTION OF DIRECTORS
Under the Funds' respective Charters and Bylaws, the Board has been divided
into three classes of Directors serving staggered terms of three years.
Generally, one class of Directors is nominated each year by the Board for
election by the Fund's stockholders. For all of the Funds, the terms of Class
Two Directors will expire as of the Meeting, the terms of Class Three Directors
will expire as of the annual meeting of stockholders to be held in 2015, and
the terms of Class One Directors will expire as of the annual meeting of
stockholders to be held in 2016. However, for the reason discussed below, in
the case of ANMIF, ACMIF and ANYMIF, two Class One Directors are standing for
re-election at the Meeting. Upon expiration of the terms of the Directors of
each class as set forth above, their successors in that class will be elected
to serve for a term of three years and until their successors are duly elected
and qualify.
Under this classified Board structure, it would normally require two years
of annual meeting elections to change a majority of the Board of Directors of a
Fund, although Maryland law provides that stockholders may remove Directors
under certain circumstances, even if such Directors are not then standing for
re-election. This classified Board structure, which may be regarded as an
"anti-takeover" provision, may make it more difficult for a Fund's stockholders
to change the majority of Directors of the Fund and, thus, have the effect of
maintaining the continuity of management.
The holders of each series of preferred stock of ANMIF, ACMIF and ANYMIF
(the "Preferred Stockholders") have equal voting rights with the holders of the
common stock of ANMIF, ACMIF and ANYMIF (i.e., one vote per share),
respectively, and vote together with the holders of the common stock as a
single class on proposals that may be properly presented at the Meeting
applicable to their respective Funds, as described below. In addition, the
Preferred Stockholders, voting separately as a class, have the right to elect
two Directors of their Fund ("Preferred Directors").
Proposal One - All Funds
At the Meeting, three Class Two Directors of each Fund will be standing for
election to serve for terms of three years and, in each case, until his
successor is elected and qualifies. William H. Foulk, Jr. and D. James Guzy are
standing for election in Class Two of each Fund; John H. Dobkin is standing for
election in Class Two of AGHIF; and Robert M. Keith is standing for election in
Class Two of ANMIF, ACMIF and ANYMIF. Each nominee has consented to serve as a
Director. The Board knows of no reason why any of the nominees will 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 such substitute nominee as the Board may recommend.
2
The affirmative vote of a majority of the votes entitled to be cast by a
Fund's preferred stockholders (as applicable) and common stockholders voting
together as a single class is required to elect a Class Two Director. It is the
intention of the persons named in the enclosed proxy to vote in favor of the
election of each of the nominees.
Proposal Two - ANMIF, ACMIF and ANYMIF
At the Meeting, two Preferred Directors of each of ANMIF, ACMIF and ANYMIF
will be standing for election to serve for terms of two years and, in each
case, until his successor is elected and qualifies. The Preferred Directors are
John H. Dobkin and Michael J. Downey and each is a Class One Director of ANMIF,
ACMIF and ANYMIF. Under normal circumstances, the three-year term of office of
the Preferred Directors would have commenced in 2013, but because sufficient
numbers of votes to effect their re-election were not received at the last
annual meeting of shareholders, the Preferred Directors were not re-elected at
that meeting. The Preferred Directors have continued to serve as such since no
successors were duly elected or qualified. Accordingly, the Preferred Directors
are again standing for election at the Meeting to serve until the next election
of Class One Directors in 2016.
The affirmative vote of a majority of the votes entitled to be cast by each
Fund's Preferred Stockholders, voting separately, is required to elect a
Preferred Director. It is the intention of the persons named in the enclosed
proxy to nominate and vote in favor of the election of each of the nominees.
3
Certain information concerning the Funds' Directors and the nominees is set
forth below.
NUMBER OF
PORTFOLIOS
IN OTHER
YEAR ALLIANCE- DIRECTORSHIPS
TERM BERNSTEIN HELD BY
AS A FUND DIRECTOR
DIRECTOR PRINCIPAL OCCUPATION(S) COMPLEX DURING PAST
NAME, ADDRESS* WILL YEARS OF DURING PAST 5 YEARS OVERSEEN 5 YEARS
AND AGE EXPIRE SERVICE** OR LONGER BY DIRECTOR OR LONGER
-------------------------- -------- ---------- -------------------------------- ----------- ----------------
INDEPENDENT
DIRECTORS
Chairman of the Board Class Each Private Investor since prior to 100 Xilinx, Inc.
Marshall C. Turner, Jr.,# Three Fund: 8 2009. Former CEO of (programmable
72 (2015) Dupont Photomasks, Inc. logic semi-
(components of semi- conductors)
conductor manufacturing), and
2003-2006, and interim CEO SunEdison,
1999-2000. Interim CEO of Inc. (semi-
MEMC Electronic Materials, conductor
Inc. (semi-conductor and substrates,
solar cell substrates) from solar materials
November 2008 until March and solar
2009. He has extensive power plants)
operating and early stage since prior to
investment experience, 2009
including prior service as
general partner of three
institutional venture capital
partnerships, and serves on
the boards of three education
and science-related non-profit
organizations. He has served
as a director of one
AllianceBernstein fund since
1992, and director or trustee
of multiple AllianceBernstein
funds since 2005. He is
Chairman of the
AllianceBernstein Funds
since January 2014.
John H. Dobkin,# Class AGHIF: 21 Independent Consultant since 100 None
72 One ANMIF, prior to 2009. Formerly,
(ANMIF, ACMIF and President of Save Venice,
ACMIF ANYMIF: Inc. (preservation
and 12 organization) from 2001-
ANYMIF 2002; Senior Adviser from
2016)+ June 1999-June 2000 and
President of Historic Hudson
Class Valley (historic preservation)
Two from December 1989-May
(AGHIF 1999. Previously, Director of
2017)+ the National Academy of
Design. He has served as a
director or trustee of various
AllianceBernstein Funds
since 1992.
|
4
NUMBER OF
PORTFOLIOS
IN OTHER
YEAR ALLIANCE- DIRECTORSHIPS
TERM BERNSTEIN HELD BY
AS A FUND DIRECTOR
DIRECTOR PRINCIPAL OCCUPATION(S) COMPLEX DURING PAST
NAME, ADDRESS* WILL YEARS OF DURING PAST 5 YEARS OVERSEEN 5 YEARS
AND AGE EXPIRE SERVICE** OR LONGER BY DIRECTOR OR LONGER
----------------------- -------- ---------- -------------------------------- ----------- ---------------
Michael J. Downey,# Class Each Private Investor since prior 100 The Asia
70 One Fund: 9 to 2009. Formerly, Pacific Fund,
(Each managing partner of Inc. since
Fund Lexington Capital, LLC prior to
2016)+ (investment advisory firm) 2009, and
from December 1997 until Prospect
December 2003. From 1987 Acquisition
until 1993, Chairman and Corp.
CEO of Prudential Mutual (financial
Fund Management, director services)
of the Prudential mutual from 2007
funds, and member of the until 2009
Executive Committee of and The
Prudential Securities Inc. Merger Fund
He has served as a director since prior to
or trustee of the 2009 until
AllianceBernstein Funds 2013
since 2005 and is director
and chairman of one other
investment company.
William H. Foulk, Jr., Class AGHIF: 21 Investment Adviser and an 100 None
#,## Two ANMIF, Independent Consultant
81 (2017)+ ACMIF and since prior to 2009.
ANYMIF: Previously, he was Senior
12 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
Independent Directors
Committee of the
AllianceBernstein Funds
since 2003. He served as
Chairman of such Funds
from 2003 through
December 2013.
|
5
NUMBER OF
PORTFOLIOS
IN OTHER
YEAR ALLIANCE- DIRECTORSHIPS
TERM BERNSTEIN HELD BY
AS A FUND DIRECTOR
DIRECTOR PRINCIPAL OCCUPATION(S) COMPLEX DURING PAST
NAME, ADDRESS* WILL YEARS OF DURING PAST 5 YEARS OVERSEEN 5 YEARS
AND AGE EXPIRE SERVICE** OR LONGER BY DIRECTOR OR LONGER
------------------- -------- --------- ------------------------------ ----------- ---------------
D. James Guzy,# Class Each Chairman of the Board of 100 PLX
77 Two Fund: 8 PLX Technology (semi- Technology
(Each conductors) and of SRC (semi-
Fund Computers Inc., with which conductors)
2017)+ he has been associated since since prior to
prior to 2009. He was a 2009 and
director of Intel Corporation Cirrus Logic
(semi-conductors) from Corporation
1969-2008, and served as (semi-
Chairman of the Finance conductors)
Committee for such company since prior to
for several years until May 2009 until
2008. He has served as a July 2011
director or trustee of one or
more of the
AllianceBernstein Funds
since 1982.
Nancy P. Jacklin,# Class Each Professorial Lecturer at the 100 None
65 One Fund: 8 Johns Hopkins School of
(Each Advanced International
Fund Studies since prior to 2009.
2016) 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, Citicorp
(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
New York; member of the
Council on Foreign
Relations. She has served as
a director or trustee of the
AllianceBernstein Funds
since 2006.
|
6
NUMBER OF
PORTFOLIOS
IN OTHER
YEAR ALLIANCE- DIRECTORSHIPS
TERM BERNSTEIN HELD BY
AS A FUND DIRECTOR
DIRECTOR PRINCIPAL OCCUPATION(S) COMPLEX DURING PAST
NAME, ADDRESS* WILL YEARS OF DURING PAST 5 YEARS OVERSEEN 5 YEARS
AND AGE EXPIRE SERVICE** OR LONGER BY DIRECTOR OR LONGER
----------------- -------- --------- --------------------------------- ----------- -------------
Garry L. Moody,# Class Each Independent Consultant. 100 Greenbacker
61 Three Fund: 6 Formerly, Partner, Deloitte & Renewable
(Each Touche LLP 1995-2008, Energy
Fund where he held a number of Company
2015) senior positions, including LLC
Vice Chairman, and U.S. and (renewable
Global Investment energy and
Management Practice energy
Managing Partner; President, efficiency
Fidelity Accounting and projects)
Custody Services Company from August
(1993-1995); and Partner, 2013 until
Ernst & Young LLP (1975- January
1993), where he served as the 2014
National Director of Mutual
Fund Tax Services and
Managing Partner of its
Chicago Office Tax
Department. He is a member
of both the Governing
Council of the Independent
Directors Council (IDC), an
organization of independent
directors of mutual funds and
the Trustee Advisory Board
of BoardIQ, a biweekly
publication focused on issues
and news affecting directors
of mutual funds. He has
served as a director or trustee,
and as Chairman of the Audit
Committee, of the
AllianceBernstein Funds
since 2008.
Earl D. Weiner,# Class Each Of Counsel, and Partner prior 100 None
74 Three Fund: 7 to January 2007, of the law
(Each firm Sullivan & Cromwell
Fund LLP and member of ABA
2015) 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
the AllianceBernstein Funds.
|
7
NUMBER OF
PORTFOLIOS
IN OTHER
YEAR ALLIANCE- DIRECTORSHIPS
TERM BERNSTEIN HELD BY
AS A FUND DIRECTOR
DIRECTOR PRINCIPAL OCCUPATION(S) COMPLEX DURING PAST
NAME, ADDRESS* WILL YEARS OF DURING PAST 5 YEARS OVERSEEN 5 YEARS
AND AGE EXPIRE SERVICE** OR LONGER BY DIRECTOR OR LONGER
---------------------------- -------- --------- ------------------------------- ----------- -------------
INTERESTED
DIRECTOR
Robert M. Keith,++ Class Each Senior Vice President of 100 None
1345 Avenue of the Americas One Fund: 5 AllianceBernstein L.P.
New York, NY 10105 (AGHIF (the "Adviser")+++ and
53 2016) head of AllianceBernstein
Investments, Inc.
Class ("ABI")+++ since July 2008;
Two Director of ABI and
(ANMIF, President of the
ACMIF AllianceBernstein Funds.
and Previously, he served as
ANYMIF Executive Managing Director
2017)+ of ABI from December 2006
to June 2008. Prior to joining
ABI in 2006, he served as
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, he served as
Managing Director and Head
of North American Client
Service and Sales in the
Adviser's institutional
investment management
business.
|
* 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.
# Member of the Audit Committee, the Governance and Nominating Committee, and
the Independent Directors Committee for each Fund.
## Member of the Fair Value Pricing Committee for each Fund.
+ If elected at the Meeting.
++ Mr. Keith is an "interested person," as defined in Section 2(a)(19) of the
Investment Company Act of 1940 (the "1940 Act"), of each Fund due to his
position as a Senior Vice President of the Adviser.
+++The Adviser and ABI are affiliates of each Fund.
8
The dollar range of the Funds' securities beneficially owned by each
Director, and the aggregate dollar range of securities owned in the funds
overseen by the Director within the AllianceBernstein Fund Complex are set
forth below.
AGGREGATE DOLLAR
RANGE OF EQUITY
SECURITIES IN THE
FUNDS OVERSEEN IN THE
DOLLAR RANGE OF EQUITY ALLIANCEBERNSTEIN
SECURITIES IN THE FUNDS FUND COMPLEX
AS OF DECEMBER 31, 2013 AS OF DECEMBER 31, 2013
----------------------- -----------------------
Independent Directors
---------------------
John H. Dobkin None Over $100,000
Michael J. Downey None Over $100,000
William H. Foulk, Jr. AGHIF: $10,001-$50,000 Over $100,000
ANMIF: $1-$10,000 Over $100,000
D. James Guzy AGHIF: $10,001-$50,000 Over $100,000
Nancy P. Jacklin AGHIF: $10,001-$50,000 Over $100,000
Garry L. Moody None Over $100,000
Marshall C. Turner, Jr. None Over $100,000
Earl D. Weiner AGHIF: $10,001-$50,000 Over $100,000
ANYMIF: $1-$10,000 Over $100,000
Interested Director
-------------------
Robert M. Keith None None
|
The business and affairs of the Funds are managed under the direction of the
Board. Directors who are not "interested persons" of the Funds as defined in
the 1940 Act, are referred to as "Independent Directors," and the Director who
is an "interested person" of the Funds is referred to as an "Interested
Director." Certain information concerning each Director and the Funds'
governance structure is set forth below.
Experience, Skills, Attributes and Qualifications of the Funds' Directors.
The Governance and Nominating Committee of the 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.
The 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 Funds and protecting the
interests of stockholders. The Board has concluded that, based on each
Director's experience, qualifications,
9
attributes and 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, the Board has considered a variety of criteria, none of
which, in isolation, was controlling. In addition, the 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 as a Director. 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, is provided in the table above and in the next paragraph.
Among other attributes and qualifications, common to all Directors is 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 Comptroller 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 Independent Directors Committee since
2003, served as Chairman of the AllianceBernstein Funds from 2003 through
December 2013, and is active in a number of mutual fund related organizations
and committees; Mr. Guzy has experience as a corporate director, including as
Chairman of a public company and as 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 both the governing council of an organization
of independent directors
10
of mutual funds, and the Trustee Advisory Board of BoardIQ, a biweekly
publication focused on issues and news affecting directors of mutual funds, has
served as a Director of Greenbacker Renewable Energy Company LLC and has served
as a director or trustee and Chairman of the Audit Committee of the
AllianceBernstein Funds since 2008; Mr. Turner has experience as a director
(including as Chairman and Chief Executive Officer of a number of companies)
and as a venture capital investor, including serving as general partner of
three institutional venture capital partnerships, and has served as Chairman of
the Board since January 2014; and Mr. Weiner has experience as a securities
lawyer whose practice includes representing 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 the AllianceBernstein
Funds since 2007. The disclosure herein of a Director's experience,
qualifications, attributes and skills does not impose on such Director any
duties, obligations, or liability that are greater than the duties, obligations
and liability imposed on such Director as a member of the Board and any
committee thereof in the absence of such experience, qualifications, attributes
and skills.
Board Structure and Oversight Function. The Board is responsible for
oversight of the Funds. Each Fund has engaged the Adviser to manage the Fund on
a day-to-day basis. The Board is responsible for overseeing the Adviser and the
Funds' other service providers in the operations of each Fund in accordance
with its investment objective and policies, and otherwise in accordance with
the Fund's prospectus, the requirements of the 1940 Act and other applicable
Federal laws, applicable state laws and the Fund's charter and bylaws. The
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, the Board has established four standing
committees - the Audit Committee, the Governance and Nominating Committee, the
Independent Directors Committee and the Fair Value Pricing Committee - 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 the 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
the Board's leadership by an Independent Director and its committees composed
11
exclusively of Independent Directors is appropriate because they believe this
structure sets the proper tone for the relationships between the Funds, 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 such 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 of the
Funds resides with the Adviser or other service providers (depending on the
nature of the risk), subject to supervision by the Adviser. The 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 Funds; (ii) to the extent appropriate, reasonable or
practicable, implementing processes and controls reasonably designed to lessen
the possibility that such events or circumstances will 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 the Board's general oversight of the Funds'
investment programs 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 ensuring effective 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, resource availability and/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), each Fund's Senior Officer (who is also the
Fund's independent compliance officer), each Fund's Chief Compliance Officer,
each Fund's independent registered public accounting firm and counsel, and
internal auditors for the Adviser, as appropriate, regarding risks faced by the
Funds and the Adviser's risk management programs.
Not all risks that may affect the Funds 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.
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 Funds or the Adviser, its affiliates or other service providers. Moreover,
it is necessary for the Funds to bear certain risks (such as investment-related
risks) to achieve the Funds' goals. As a result of the foregoing and other
factors, the Funds' ability to manage risk is subject to substantial
limitations.
12
During each Fund's fiscal year ended 2013, the Board of AGHIF met nine
times, and the Board of ANMIF, ACMIF and ANYMIF met eight times. The Funds do
not have a policy that requires a Director to attend annual meetings of
stockholders.
Board Committees. The Board has four standing committees: the Audit
Committee, the Governance and Nominating Committee, the Independent Directors
Committee, and the 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 each Fund's financial reporting process. The members of the Audit Committee
are "independent" as required by applicable listing standards of the New York
Stock Exchange. During each Fund's fiscal year ended 2013, the Audit Committee
of AGHIF met two times; of ANMIF, three times; of ACMIF, three times; and of
ANYMIF, three times.
The Board has adopted a charter for its Governance and Nominating Committee,
a current copy of which is available at www.alliancebernstein.com (under
"AllianceBernstein Mutual Fund Investors," click on "U.S." then "Closed-End
Funds" then the name of a Fund (e.g., "Alliance New York Municipal Income
Fund") then "Prospectuses & Shareholder Resources" then "Governance and
Nominating Committee Charter"). Pursuant to the charter of the Governance and
Nominating Committee, the Committee assists the Board in carrying out its
responsibilities with respect to Fund governance and identifies, evaluates and
selects and nominates candidates for the 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,
the Adviser, stockholders (subject to the following paragraph), 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 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 the Funds not less than 120 days before the
date of the proxy statement for the previous year's annual meeting of
stockholders. The Committee will consider only one candidate submitted by such
a stockholder or group of stockholders for nomination for election at an annual
meeting of stockholders. The Committee will not consider self-nominated
candidates.
13
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 Funds, 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 complement the background,
skills and experience of other nominees and will contribute to the diversity of
the Board. During each Fund's fiscal year ended 2013, the Governance and
Nominating Committee met three times.
The function of the Independent Directors Committee is to consider and take
action on matters that the Committee or the Board believes should be addressed
in executive session of the Independent Directors, such as review and approval
of the Advisory and Shareholder Inquiry Agency Agreements. During each Fund's
fiscal year ended 2013, the Independent Directors Committee of AGHIF met seven
times, and the Independent Directors Committee of ANMIF, ACMIF and ANYMIF met
seven times. The Independent Directors meet in executive session without
representation of management present at every Board meeting. In the fiscal year
ended 2013, the approval of the Advisory and Shareholder Inquiry Agency
Agreements was considered at the November 5-7, 2013 executive sessions.
The function of the Fair Value Pricing Committee is to consider, in advance
if possible, any fair valuation decision of the Adviser's Valuation Committee
relating to a security held by a Fund made under unique or highly unusual
circumstances not previously addressed by the Adviser's Valuation Committee
that would result in a change in the Fund's net asset value by more than $0.01
per share. The Fair Value Pricing Committee did not meet during the Funds' most
recently completed fiscal years.
The Board has adopted a process for stockholders to send communications to
the Board. To communicate with the Board or an individual Director of a Fund, a
stockholder must send a written communication to the 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 or the individual
Director. All stockholder communications received in accordance with this
process will be forwarded to the Board or the individual Director to whom or to
which the communication is addressed.
Board Compensation. None of the Funds pays any fees to, or reimburses
expenses of, any Director during a time when the Director is considered an
"interested person" of the Fund. Information concerning the aggregate
compensation paid by the Funds to the Directors during each Fund's fiscal year
ended 2013; the aggregate compensation paid to the Directors during calendar
year 2013 by all of the investment companies overseen by the Director within
the AllianceBernstein
14
Fund Complex; the total number of investment companies in the AllianceBernstein
Fund Complex for which each Director serves as a director or trustee; and the
number of investment portfolios for which each Director serves as a director or
trustee, is 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 trustees.
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 THE FUND COMPLEX, WHICH THE WHICH THE
FUNDS DURING INCLUDING THE DIRECTOR IS A DIRECTOR IS A
THEIR FISCAL YEARS FUNDS, DURING DIRECTOR OR DIRECTOR OR
NAME OF DIRECTOR ENDED 2013 2013 TRUSTEE TRUSTEE
------------------------ ------------------ ----------------- ----------------- -----------------
Independent Directors
---------------------
John H. Dobkin $ 6,324 AGHIF $262,000 31 100
$ 6,488 ANMIF
$ 6,488 ACMIF
$ 6,488 ANYMIF
Michael J. Downey $ 6,324 AGHIF $262,000 31 100
$ 6,488 ANMIF
$ 6,488 ACMIF
$ 6,488 ANYMIF
William H. Foulk, Jr.* $11,915 AGHIF $487,000 31 100
$12,113 ANMIF
$12,113 ACMIF
$12,113 ANYMIF
D. James Guzy $ 6,324 AGHIF $262,000 31 100
$ 6,488 ANMIF
$ 6,488 ACMIF
$ 6,488 ANYMIF
Nancy P. Jacklin $ 6,324 AGHIF $262,000 31 100
$ 6,488 ANMIF
$ 6,488 ACMIF
$ 6,488 ANYMIF
Garry L. Moody $ 7,064 AGHIF $297,000 31 100
$ 7,319 ANMIF
$ 7,319 ACMIF
$ 7,319 ANYMIF
Marshall C. Turner, Jr. $ 6,324 AGHIF $262,000 31 100
$ 6,488 ANMIF
$ 6,488 ACMIF
$ 6,488 ANYMIF
Earl D. Weiner $ 6,772 AGHIF $280,000 31 100
$ 6,938 ANMIF
$ 6,938 ACMIF
$ 6,938 ANYMIF
|
* Mr. Foulk served as Chairman of the Board until December 31, 2013.
15
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR EACH OF THE
NOMINEES FOR DIRECTOR IN PROPOSAL ONE AND PROPOSAL TWO. FOR EACH FUND, APPROVAL
OF PROPOSAL ONE AND PROPOSAL TWO REQUIRE THE AFFIRMATIVE VOTE OF A MAJORITY OF
THE VOTES ENTITLED TO BE CAST.
PROXY VOTING AND STOCKHOLDER MEETING
All properly executed and timely received proxies will be voted at the
Meeting in accordance with the instructions marked thereon or as otherwise
provided therein. Accordingly, unless instructions to the contrary are marked
on the proxies, the votes will be cast for the election of the nominees as
Directors for each Fund. If no specification is made on a properly executed
proxy, it will be voted for the matters specified on the Proxy Card in the
manner recommended by the Board. Any stockholder may revoke that stockholder's
proxy at any time prior to exercise thereof by (i) giving written notice to the
Secretary of the Funds at 1345 Avenue of the Americas, New York, New York
10105, (ii) signing and delivering to the Secretary another proxy of a later
date, or (iii) voting in person at the Meeting.
Properly executed proxies may be returned with instructions to abstain from
voting or to withhold authority to vote (an "abstention") or may 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
each Fund, the election of the nominees as Director in Proposal One requires
the affirmative vote of a majority of the votes entitled to be cast by the
Fund's preferred stockholders (as applicable) and common stockholders voting
together as a single class. For each of ANMIF, ACMIF and ANYMIF, the approval
of Proposal Two requires the affirmative vote of a majority of the votes
entitled to be cast by the Fund's Preferred Stockholders, voting separately.
Any abstention or broker non-vote will be considered present for purposes of
determining the existence of a quorum but will have the effect of a vote
against Proposals One and Two. If any proposal, other than Proposals One and
Two, properly comes before the Meeting, shares represented by proxies will be
voted on all such proposals in the discretion of the person or persons holding
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 a majority of the total outstanding shares
of common stock, and preferred stock, as applicable, of the Fund. In the event
that (i) a quorum is not present at the Meeting for a Fund; or (ii) a quorum is
present but sufficient votes in favor of the position recommended by the Board
for Proposal One and Proposal Two (as described in the Proxy Statement) have
not been timely received, the Chairman of the Meeting may authorize, or the
persons named as
16
proxies may propose and vote for, one or more adjournments of the Meeting up to
120 days after the Record Date for that Fund, with no other notice than an
announcement at the Meeting, in order to permit further solicitation of
proxies. Shares represented by proxies indicating a vote contrary to the
position recommended by the Board will be voted against adjournment of the
Meeting.
The Meeting is scheduled as a joint meeting of the stockholders of the
Funds, because the stockholders of all the Funds are to consider and vote on
the election of Directors. Stockholders of each Fund will vote separately on
the election of Directors for that Fund and on any other matter that may
properly come before the Meeting for such Fund. An unfavorable vote by the
stockholders of one Fund will not affect the vote on the election of Directors
or on any other matter by the stockholders of another Fund. As described above,
Preferred Stockholders will have equal voting rights with the holders of the
common stock of ANMIF, ACMIF and ANYMIF, respectively, and will vote together
with the holders of the common stock as a single class for purposes of Proposal
One and on any proposal that may be properly presented at the Meeting
applicable to their respective Funds. Preferred Stockholders of each of ANMIF,
ACMIF and ANYMIF will vote separately with respect to Proposal Two.
Each Fund has engaged AST Fund Solutions LLC ("AST"), to assist in
soliciting proxies for the Meeting. AST will receive a total fee of
approximately $2,000 for its services, to be divided equally among the Funds
($500 per Fund).
OTHER INFORMATION
OFFICERS OF THE FUNDS
Certain information concerning the Funds' officers is set forth below. Each
officer is elected annually by the Board and serves a one-year term until his
or her successor is duly elected and qualifies.
POSITION(S) (MONTH AND YEAR PRINCIPAL OCCUPATION DURING
NAME, ADDRESS* AND AGE FIRST ELECTED) PAST 5 YEARS (OR LONGER)
------------------------------------- -------------------------------- ---------------------------------
Robert M. Keith President and Chief Executive See biography above.
53 Officer, all Funds (09/08)
Philip L. Kirstein Senior Vice President and Senior Vice President and
68 Independent Compliance Officer, Independent Compliance
all Funds (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-October 2004, and
General Counsel of Merrill
Lynch Investment Managers,
L.P. since prior to March 2003.
|
17
POSITION(S) (MONTH AND YEAR PRINCIPAL OCCUPATION DURING
NAME, ADDRESS* AND AGE FIRST ELECTED) PAST 5 YEARS (OR LONGER)
------------------------------------- ------------------------------ --------------------------------
Robert (Guy) B. Davidson III Senior Vice President, Senior Vice President of the
52 ANMIF (4/02) Adviser**, with which he has
ACMIF (4/02) been associated since prior to
ANYMIF (4/02) 2009.
Douglas J. Peebles Senior Vice President, Senior Vice President of the
48 ANMIF (6/04) Adviser**, with which he has
ACMIF (6/04) been associated since prior to
ANYMIF (6/04) 2009.
Michael G. Brooks Vice President, Senior Vice President of the
65 ANMIF (10/05) Adviser**, with which he has
ACMIF (10/05) been associated since prior to
ANYMIF (10/05) 2009.
Fred S. Cohen Vice President, Senior Vice President of the
55 ACMIF (10/05) Adviser**, with which he has
ANMIF (10/05) been associated since prior to
ANYMIF (10/05) 2009.
Paul J. DeNoon Vice President, Senior Vice President of the
51 AGHIF (4/94) Adviser**, with which he has
been associated since prior to
2009.
Terrance T. Hults Vice President, Senior Vice President of the
47 ANMIF (12/01) Adviser**, with which he has
ACMIF (12/01) been associated since prior to
ANYMIF (12/01) 2009.
Marco G. Santamaria Senior Vice President, Senior Vice President of the
48 AGHIF (9/10) Adviser**, with which he has
been associated since June
2010. Prior thereto, he was a
founding partner at Global
Securities Advisors, an
emerging market-oriented
fixed-income hedge fund since
prior to 2009.
Joseph J. Mantineo Treasurer and Chief Financial Senior Vice President of
54 Officer, all Funds (8/06) AllianceBernstein Investor
Services, Inc. ("ABIS")**, with
which he has been associated
since prior to 2009.
Phyllis J. Clarke Controller, Vice President of ABIS**, with
53 ANMIF (5/09) which she has been associated
ACMIF (5/09) since prior to 2009.
ANYMIF (5/09)
Stephen Woetzel Controller, Vice President of ABIS**, with
42 AGHIF (5/09) which he has been associated
since prior to 2009.
|
18
POSITION(S) (MONTH AND YEAR PRINCIPAL OCCUPATION DURING
NAME, ADDRESS* AND AGE FIRST ELECTED) PAST 5 YEARS (OR LONGER)
------------------------------------- --------------------------- ---------------------------------
Vincent S. Noto Chief Compliance Officer, Chief Compliance Officer of the
49 all Funds (01/14) AllianceBernstein Funds, and
Vice President of ABIS**, with
which he has been associated
since prior to 2009.
Emilie D. Wrapp Secretary, Senior Vice President, Assistant
58 all Funds (10/05) General Counsel and Assistant
Secretary of ABI**, with which
she has been associated since
prior to 2009.
|
* The address for the Funds' officers is 1345 Avenue of the Americas, New
York, New York 10105.
** An affiliate of each of the Funds.
STOCK OWNERSHIP
The outstanding voting shares of AGHIF, ANMIF, ACMIF and ANYMIF as of the
Record Date consisted of 86,229,677 shares of common stock of AGHIF; 28,774,936
shares of common stock and 2,677 shares of each of Auction Preferred Shares,
Series M, Series W and Series TH and 1,658 shares of Series T of ANMIF;
8,554,668 shares of common stock and 1,451 shares of each of Auction Preferred
Shares, Series M and Series T of ACMIF; and 4,836,261 shares of common stock
and 816 shares of each of Auction Preferred Shares, Series M and Series T of
ANYMIF.
As of February 3, 2014, the Directors and officers of each Fund, both
individually and as a group, owned less than 1% of the shares of any Fund.
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.
AUDIT COMMITTEE REPORT
The following Audit Committee Report was adopted by the Audit Committee for
each Fund.
The Audit Committee operates pursuant to a written charter, a copy of which
may be found on the Adviser's website at www.alliancebernstein.com (under
"AllianceBernstein Mutual Fund Investors," click on "U.S." then "Closed-End
Funds" then the name of a Fund (e.g., "Alliance New York Municipal Income
Fund") then "Prospectuses & Shareholder Resources" then "Closed-End Funds Audit
Committee Charter"). The purposes of the Audit Committee are to (1) assist the
Board in its oversight of the accounting and financial reporting policies and
practices of the Fund, including (i) the quality and integrity of the Fund's
financial
19
statements and the independent audit thereof; (ii) the Fund's compliance with
legal and regulatory requirements, particularly those that relate to the Fund's
accounting, financial reporting, internal controls over financial reporting,
and independent audits; (iii) the retention, independence, qualifications and
performance of the independent registered public accounting firm; (iv) meeting
with representatives of the internal audit department of the Adviser regarding
such department's activities relating to the Fund; and (v) the Fund's
compliance with applicable laws by receiving reports from counsel who believe
there is credible evidence of a material violation of law by the Fund or by
someone owing a fiduciary or other duty to the Fund; and (2) prepare this
report. As set forth in the Closed-End Funds Audit Committee Charter,
management of the Fund is responsible for the preparation, presentation and
integrity of the Fund's financial statements, the Fund's accounting and
financial reporting principles and internal controls and procedures designed to
assure compliance with accounting standards and applicable laws and
regulations. The independent registered public accounting firm is responsible
for auditing the Fund's financial statements and expressing an opinion as to
their conformity with U.S. generally accepted accounting principles.
In the performance of its oversight function, the Audit Committee has
considered and discussed the audited financial statements with management and
the independent registered public accounting firm of the Fund. The Audit
Committee has also discussed with the independent registered public accounting
firm the matters required to be discussed by Statement on Auditing Standards
No. 114, Auditors Communication with those Charged with Governance, and other
professional standards, as currently in effect. The Audit Committee has also
considered whether the provision of any non-audit services not pre-approved by
the Audit Committee provided by the Fund's independent registered public
accounting firm to the Adviser and to any entity controlling, controlled by or
under common control with the Adviser that provides ongoing services to the
Fund is compatible with maintaining the independent registered public
accounting firm's independence. Finally, the Audit Committee has received the
written disclosures and the letter from the independent registered public
accounting firm required by Public Company Accounting Oversight Board Rule
3526, Communications with Audit Committees Concerning Independence, as
currently in effect, and has discussed the independent registered public
accounting firm's independence with such firm.
The members of the Fund's Audit Committee are not full-time employees of the
Fund and are not performing the functions of auditors or accountants. As such,
it is not the duty or responsibility of the Audit Committee or its members to
conduct "field work" or other types of auditing or accounting reviews or
procedures or to set auditor independence standards. Members of the Audit
Committee necessarily rely on the information provided to them by management
and the independent registered public accounting firm. Accordingly, the Audit
Committee's considerations and discussions referred to above do not assure that
the audit of the Fund's financial statements has been carried out in accordance
with generally accepted
20
auditing standards, that the financial statements are presented in accordance
with U.S. generally accepted accounting principles or that the Fund's
independent registered public accounting firm is in fact "independent".
Based upon the reports and discussions described in this report, and subject
to the limitations on the role and responsibilities of the Audit Committee
referred to above and in the Closed-End Funds Audit Committee Charter, the
Audit Committee recommended to the Board that the audited financial statements
of the Fund be included in the Fund's annual report to stockholders for the
most recent fiscal year.
Submitted by the Audit Committee of each Fund's Board of Directors:
John H. Dobkin Nancy P. Jacklin
Michael J. Downey Garry L. Moody
William H. Foulk, Jr. Marshall C. Turner, Jr.
D. James Guzy Earl D. Weiner
|
APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS BY THE BOARD
The Audit Committee is responsible for the appointment, compensation,
retention and oversight of the work of the Funds' independent registered public
accounting firm. In addition, on the dates specified below, the Board approved
the selection of the Funds' independent registered public accounting firm as
required by, and in accordance with, the 1940 Act. At meetings held on
February 5-6, 2013 (AGHIF) and November 5-7, 2013 (ANMIF, ACMIF and ANYMIF),
the Board approved by the vote, cast in person, of a majority of the Directors
of each Fund, including a majority of the Directors who are not "interested
persons" of each Fund, the selection of Ernst & Young LLP as the independent
registered public accounting firm to audit, regarding each Fund, the accounts
for the fiscal year ending, as applicable, March 31, 2014 (AGHIF) and
October 31, 2014 (ANMIF, ACMIF and ANYMIF).
Ernst & Young LLP has audited the accounts of AGHIF, ANMIF, ACMIF and ANYMIF
since the respective dates of the commencement of each of the Fund's
operations, and has represented that it does not have any direct financial
interest or any material indirect financial interest in any of the Funds.
Representatives of Ernst & Young LLP are expected to attend the Meeting, to
have the opportunity to make a statement and to respond to appropriate
questions from the stockholders.
21
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S FEES
The following table sets forth the aggregate fees billed by the independent
registered public accounting firm for each Fund's last two fiscal years for
professional services rendered for: (i) the audit of the Fund's annual
financial statements included in the Fund's annual report to stockholders;
(ii) assurance and related services that are reasonably related to the
performance of the audit of the Fund's financial statements and are not
reported under (i), which include advice and education on accounting and
auditing issues, quarterly press release reviews and preferred stock
maintenance testing (for those Funds that issue preferred stock); (iii) tax
compliance, tax advice and tax return preparation; and (iv) aggregate non-audit
services provided to the Fund, the Fund's Adviser and entities that control,
are controlled by or under common control with the Adviser that provide ongoing
services to the Fund ("Service Affiliates"). No other services were provided by
the independent registered public accounting firm to any Fund during this
period.
ALL FEES FOR
NON-AUDIT
ALL OTHER SERVICES
FEES FOR PROVIDED TO
SERVICES THE FUND,
PROVIDED THE ADVISER
AUDIT TO THE AND SERVICE
AUDIT FEES RELATED FEES TAX FEES FUND AFFILIATES*
---------- ------------ -------- --------- ------------
AllianceBernstein Global 2012 $57,500 $8,000 $17,891 $0 $598,428
High Income Fund, Inc. 2013 $57,500 $8,326 $18,795 $0 $658,928
AllianceBernstein
National Municipal 2012 $32,500 $8,326 $12,967 $0 $720,058
Income Fund, Inc. 2013 $32,500 $8,000 $12,967 $0 $344,478
Alliance California Municipal 2012 $32,500 $8,326 $12,967 $0 $720,058
Income Fund, Inc. 2013 $32,500 $8,000 $12,967 $0 $344,478
Alliance New York Municipal 2012 $32,500 $8,326 $12,967 $0 $720,058
Income Fund, Inc. 2013 $32,500 $8,000 $12,967 $0 $344,478
|
* The fees vary because they are presented based on each Fund's last two
fiscal years and reflect fees for non-audit services for different periods.
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 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 any Service Affiliates to the extent that
these services are directly related to the operations or financial reporting of
the Fund. Accordingly, all of the amounts in the table for Audit Fees,
Audit-Related Fees and Tax Fees for 2013 are for services pre-approved by each
Fund's Audit Committee. The amounts of the Fees for Non-Audit Services provided
to the Fund, the Adviser and Service Affiliates in the table for each Fund that
were subject to pre-approval by the Audit
22
Committee for 2013 were AGHIF, $27,121 (comprising $8,326 of audit related fees
and $18,795 of tax fees); ANMIF, $20,967 (comprising $8,000 of audit related
fees and $12,967 of tax fees); ACMIF, $20,967 (comprising $8,000 of audit
related fees and $12,967 of tax fees); and ANYMIF, $20,967 (comprising $8,000
of audit related fees and $12,967 of tax fees). The Audit Committee has
considered whether the provision, to the Adviser and/or any Service Affiliate
by the Funds' independent registered public accounting firm, of any non-audit
services that were not pre-approved by the Audit Committee is compatible with
maintaining the independent registered public accounting firm's independence.
INFORMATION AS TO THE INVESTMENT ADVISER AND THE ADMINISTRATOR OF THE FUNDS
Each Fund's investment adviser is AllianceBernstein L.P., 1345 Avenue of the
Americas, New York, New York 10105. The Adviser also functions as the
administrator to the Funds.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
None of the Funds is aware of an untimely filing of a statement of initial
beneficial ownership interest by any person subject to Section 16 under the
Securities Exchange Act of 1934 during the Fund's fiscal year ended 2013.
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. As of February 3, 2014, the following shareholders
held more than 5% of the specified Fund's shares:
NUMBER
FUND SHAREHOLDER (ADDRESS) CLASS OF SHARES OF SHARES PERCENTAGE
------ ------------------------------------------ ---------------- --------- ----------
ANMIF First Trust Portfolios L.P., First Trust common stock 3,991,870 13.90%
Advisors L.P. and The Charger
Corporation (120 East Liberty Drive,
Suite 400, Wheaton, Illinois 60187)
ANMIF Citigroup Global Markets Inc., Citigroup auction rate 2,957 30.50%
Financial Products Inc., Citigroup Global preferred stock
Markets Holdings Inc. (388 Greenwich
Street, New York, New York 10013) and
Citigroup Inc. (399 Park Avenue,
New York, New York 10043)
|
23
NUMBER
FUND SHAREHOLDER (ADDRESS) CLASS OF SHARES OF SHARES PERCENTAGE
------- ----------------------------------------- ---------------- --------- ----------
ANMIF UBS AG on behalf of UBS Securities auction rate 1,049 10.83%
LLC and UBS Financial Services Inc. preferred stock
(Bahnhofstrasse 45, P.O. Box CH-8021,
Zurich, Switzerland)
ANMIF Bank of America Corp. (Bank of auction rate 1,770 18.30%
America Corporate Center, 100 North preferred stock
Tryon Street, Charlotte, North Carolina
28255), Bank of America N.A.
(101 South Tryon Street, Charlotte,
North Carolina 28255) and Blue Ridge
Investments, L.L.C. (214 North Tryon
Street, Charlotte, North Carolina 28255)
ACMIF First Trust Portfolios L.P., First Trust common stock 1,501,144 17.55%
Advisors L.P. and The Charger
Corporation (120 East Liberty Drive,
Suite 400, Wheaton, Illinois 60187)
ACMIF Citigroup Global Markets Inc., auction rate 1,456 50.20%
Citigroup Financial Products Inc., preferred stock
Citigroup Global Markets Holdings Inc.
(388 Greenwich Street, New York,
New York 10013) and Citigroup Inc.
(399 Park Avenue, New York,
New York 10043)
ACMIF UBS AG on behalf of UBS Securities auction rate 351 12.10%
LLC and UBS Financial Services Inc. preferred stock
(Bahnhofstrasse 45, P.O. Box CH-8021,
Zurich, Switzerland)
ACMIF Bank of America Corp. (Bank of auction rate 834 28.70%
America Corporate Center, 100 North preferred stock
Tryon Street, Charlotte, North Carolina
28255), Bank of America N.A.
(101 South Tryon Street, Charlotte,
North Carolina 28255) and Blue Ridge
Investments, L.L.C. (214 North Tryon
Street, Charlotte, North Carolina 28255)
ANYMIF First Trust Portfolios L.P., First Trust common stock 439,587 9.09%
Advisors L.P. and The Charger
Corporation (120 East Liberty Drive,
Suite 400, Wheaton, Illinois 60187)
ANYMIF Citigroup Global Markets Inc., auction rate 848 52.0%
Citigroup Financial Products Inc., preferred stock
Citigroup Global Markets Holdings Inc.
(388 Greenwich Street, New York,
New York 10013) and Citigroup Inc.
(399 Park Avenue, New York,
New York 10043)
|
24
NUMBER
FUND SHAREHOLDER (ADDRESS) CLASS OF SHARES OF SHARES PERCENTAGE
------- ------------------------------------- ---------------- --------- ----------
ANYMIF UBS AG on behalf of UBS Securities auction rate 97 5.94%
LLC and UBS Financial Services Inc. preferred stock
(Bahnhofstrasse 45, P.O. Box CH-8021,
Zurich, Switzerland)
ANYMIF Bank of America Corp. (Bank of auction rate 589 36.10%
America Corporate Center, 100 North preferred stock
Tryon Street, Charlotte, North
Carolina 28255) and Blue Ridge
Investments, L.L.C. (214 North Tryon
Street, Charlotte, North Carolina
28255)
|
SUBMISSION OF PROPOSALS FOR THE NEXT ANNUAL MEETING OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the next annual
meeting of stockholders of a Fund must be received by the Fund by October 24,
2014 for inclusion in the Fund's proxy statement and proxy card relating to
that meeting. The submission by a stockholder of a proposal for inclusion in
the proxy statement does not guarantee that it will be included. In addition,
stockholder proposals are subject to certain requirements under the federal
securities laws and the Maryland General Corporation Law and must be submitted
in accordance with each Fund's Bylaws. To be presented at the 2015 Annual
Meeting of Stockholders, a stockholder proposal that is not otherwise
includable in the Proxy Statement for the 2014 Annual Meeting must be delivered
by a stockholder of record to the Fund no sooner than September 24, 2014 and no
later than October 24, 2014.
The persons named as proxies for the 2015 Annual Meeting of Stockholders
will, regarding the proxies in effect at the meeting, have discretionary
authority to vote on any matter presented by a stockholder for action at that
meeting unless the Fund receives notice of the matter no sooner than
September 24, 2014 and no later than October 24, 2014. If a Fund receives such
timely notice, these persons will not have this authority except as provided in
the applicable rules of the Securities and Exchange Commission.
25
REPORTS TO STOCKHOLDERS
Each Fund will furnish each person to whom this Proxy Statement is delivered
with a copy of its latest annual report to stockholders and its subsequent
semi-annual report to stockholders, if any, upon request and without charge. To
request a copy, please call AllianceBernstein Investments, Inc. at
(800) 227-4618 or contact Carol Rappa 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
New York, New York
February 21, 2014
26
TABLE OF CONTENTS PAGE
----------------------------------- ----
Introduction....................... 1
Proposals One and Two: Election of
Directors......................... 2
Proxy Voting and Stockholder
Meeting........................... 16
Information as to the Investment
Adviser and the Administrator of
the Funds......................... 23
Section 16(a) Beneficial Ownership
Reporting Compliance.............. 23
Other Matters...................... 23
Submission of Proposals for the
Next Annual Meeting of
Stockholders...................... 25
Reports to Stockholders............ 26
|
ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC.
ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC.
ALLIANCE CALIFORNIA MUNICIPAL INCOME FUND, INC.
ALLIANCE NEW YORK MUNICIPAL INCOME FUND, INC.
[LOGO]
ALLIANCEBERNSTEIN
NOTICE OF JOINT ANNUAL MEETING
OF STOCKHOLDERS AND PROXY STATEMENT
FEBRUARY 21, 2014
PROXY CARD
[LOGO]
AB MERGE FUNDS NAMES FOR ANMIF, ACMIF & ANYMIF
AllianceBernstein SIGN, DATE AND VOTE ON THE REVERSE SIDE
--------------------------------------------->
----------------------------------------------
YOUR VOTE IS IMPORTANT NO PROXY VOTING OPTIONS
MATTER HOW MANY SHARES YOU ----------------------------------------------
OWN. PLEASE CAST YOUR PROXY
VOTE TODAY! 1. MAIL your signed and voted proxy back in
the postage paid envelope provided
2. ONLINE at proxyonline.com using your proxy
voting number found below
--------------------------------
3. PHONE dial toll-free (888) 227-9349 to
reach an automated touchtone voting line
4. LIVE with a live operator when you call
toll-free (800) 331-5817 Monday through
Friday 9 a.m. to 10 p.m. Eastern time
----------------------------------------------
-------------------------------- CONTROL NUMBER -> 12345678910
----------------------------------------------
|
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 27, 2014
The undersigned hereby appoints Nancy Hay and Carol H. Rappa or either of them,
as attorneys-in-fact and proxies for the undersigned, with full power of
substitution in each of them, to attend the Annual Meeting of Stockholders (the
"Meeting") of the above-referenced Fund to be held at 1:30 p.m., Eastern Time,
on March 27, 2014 at the offices of AllianceBernstein L.P., 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 at the Meeting with all powers possessed by the undersigned if
personally present at such Meeting. The undersigned hereby acknowledges receipt
of Notice of Joint Annual Meeting of Stockholders and accompanying Proxy
Statement, revokes any proxy heretofore given with respect to the Meeting and
hereby instructs said proxies to vote said shares as indicated on the reverse
side hereof.
Do you have questions?
If you have any questions about how to vote your proxy or about the Meeting in
general, please call toll-free (800) 331-5817. Representatives are available to
assist you Monday through Friday 9 a.m. to 10 p.m. Eastern Time.
Important Notice Regarding the Availability of Proxy Materials for the
Stockholders' Meeting to Be Held on Thursday, March 27, 2014: The Proxy
Statement is available on the Internet at
www.alliancebernstein.com/abfundsproxy.
[PROXY ID NUMBER HERE] [BAR CODE HERE] CUSIP
----------
MERGE FUNDS NAMES FOR ANMIF, ACMIF & ANYMIF PROXY CARD
----------
YOUR SIGNATURE IS REQUIRED FOR
YOUR VOTE TO BE COUNTED. ----------------------------------------------
SIGNATURE (AND TITLE IF APPLICABLE) DATE
Please sign exactly as your
name(s) appear(s) on this
proxy, and date it. When
shares are held jointly, each
holder should sign. When
signing in a representative
capacity, please give title. ----------------------------------------------
SIGNATURE (IF HELD JOINTLY) DATE
|
This proxy is solicited on behalf of the Board of Directors of the Fund.
The Board, including a majority of the Independent Directors, unanimously
recommends that the stockholders of the Fund vote FOR Proposal One and Proposal
Two.
All properly executed and timely received proxies will be voted at the Meeting
in accordance with the instructions marked thereon or as otherwise provided
therein. If no specification is made on a properly executed proxy, it will be
voted for the matters specified on the proxy card in the manner recommended by
the Board.
TO VOTE, MARK CIRCLE IN BLUE OR BLACK INK. Example: (black circle)
Proposal(s) FOR WITHHOLD
--- --------
1. To elect three Class Two Directors of the Fund,
each such Director to hold office for three
years and until his successor is duly elected
and qualifies:
1a. William H. Foulk, Jr. O O
1b. D. James Guzy O O
1c. Robert M. Keith O O
|
THANK YOU FOR VOTING
[PROXY ID NUMBER HERE] [BAR CODE HERE] CUSIP
PROXY CARD
[LOGO]
AB MERGE FUNDS NAMES FOR ANMIF, ACMIF & ANYMIF
AllianceBernstein SIGN, DATE AND VOTE ON THE REVERSE SIDE
--------------------------------------------->
----------------------------------------------
YOUR VOTE IS IMPORTANT NO PROXY VOTING OPTIONS
MATTER HOW MANY SHARES YOU ----------------------------------------------
OWN. PLEASE CAST YOUR PROXY
VOTE TODAY! 1. MAIL your signed and voted proxy back in
the postage paid envelope provided
2. ONLINE at proxyonline.com using your proxy
voting number found below
--------------------------------
3. PHONE dial toll-free (888) 227-9349 to
reach an automated touchtone voting line
4. LIVE with a live operator when you call
toll-free (800) 331-5817 Monday through
Friday 9 a.m. to 10 p.m. Eastern time
----------------------------------------------
-------------------------------- CONTROL NUMBER -> 12345678910
----------------------------------------------
|
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 27, 2014
The undersigned hereby appoints Nancy Hay and Carol H. Rappa or either of them,
as attorneys-in-fact and proxies for the undersigned, with full power of
substitution in each of them, to attend the Annual Meeting of Stockholders (the
"Meeting") of the above-referenced Fund to be held at 1:30 p.m., Eastern Time,
on March 27, 2014 at the offices of AllianceBernstein L.P., 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 at the Meeting with all powers possessed by the undersigned if
personally present at such Meeting. The undersigned hereby acknowledges receipt
of Notice of Joint Annual Meeting of Stockholders and accompanying Proxy
Statement, revokes any proxy heretofore given with respect to the Meeting and
hereby instructs said proxies to vote said shares as indicated on the reverse
side hereof.
Do you have questions?
If you have any questions about how to vote your proxy or about the Meeting in
general, please call toll-free (800) 331-5817. Representatives are available to
assist you Monday through Friday 9 a.m. to 10 p.m. Eastern Time.
Important Notice Regarding the Availability of Proxy Materials for the
Stockholders' Meeting to Be Held on Thursday, March 27, 2014: The Proxy
Statement is available on the Internet at
www.alliancebernstein.com/abfundsproxy.
[PROXY ID NUMBER HERE] [BAR CODE HERE] CUSIP
----------
MERGE FUNDS NAMES FOR ANMIF, ACMIF & ANYMIF PROXY CARD
----------
YOUR SIGNATURE IS REQUIRED FOR
YOUR VOTE TO BE COUNTED. ----------------------------------------------
SIGNATURE (AND TITLE IF APPLICABLE) DATE
Please sign exactly as your
name(s) appear(s) on this
proxy, and date it. When
shares are held jointly, each
holder should sign. When
signing in a representative
capacity, please give title. ----------------------------------------------
SIGNATURE (IF HELD JOINTLY) DATE
|
This proxy is solicited on behalf of the Board of Directors of the Fund.
The Board, including a majority of the Independent Directors, unanimously
recommends that the stockholders of the Fund vote FOR Proposal One and Proposal
Two.
All properly executed and timely received proxies will be voted at the Meeting
in accordance with the instructions marked thereon or as otherwise provided
therein. If no specification is made on a properly executed proxy, it will be
voted for the matters specified on the proxy card in the manner recommended by
the Board.
TO VOTE, MARK CIRCLE IN BLUE OR BLACK INK. Example: (black circle)
Proposal(s) FOR WITHHOLD
--- --------
1. To elect three Class Two Directors of the Fund,
each such Director to hold office for three
years and until his successor is duly elected
and qualifies:
1a. William H. Foulk, Jr. O O
1b. D. James Guzy O O
1c. Robert M. Keith O O
2. To elect two Class One Directors O O
of each of AllianceBernstein National
Municipal Income Fund, Inc. ("ANMIF"), Alliance
California Municipal Income Fund, Inc.
("ACMIF") and/or Alliance New York Municipal
Income Fund, Inc. ("ANYMIF"), as may be
applicable, for two years and until his
successor is duly elected and qualifies:
2a. John H. Dobkin O O
2b. Michael J. Downey O O
|
THANK YOU FOR VOTING
[PROXY ID NUMBER HERE] [BAR CODE HERE] CUSIP
Grafico Azioni Alliance California Municipal Income Fund (NYSE:AKP)
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