-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ks5/Za2J0hP4bHj6ElxkPuQ9wATYaEmSW3vrVYk+bnKaR0nKdImRAM8S8p42o0v4 e3k5iliRKi7jpzeuJ2MJmw== 0000919574-10-001750.txt : 20100219 0000919574-10-001750.hdr.sgml : 20100219 20100219163311 ACCESSION NUMBER: 0000919574-10-001750 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100331 FILED AS OF DATE: 20100219 DATE AS OF CHANGE: 20100219 EFFECTIVENESS DATE: 20100219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCEBERNSTEIN INCOME FUND INC CENTRAL INDEX KEY: 0000816754 IRS NUMBER: 133420585 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-05207 FILM NUMBER: 10619976 BUSINESS ADDRESS: STREET 1: ALLIANCEBERNSTEIN L P STREET 2: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 212-969-2127 MAIL ADDRESS: STREET 1: ALLIANCEBERNSTEIN L P STREET 2: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 FORMER COMPANY: FORMER CONFORMED NAME: ACM INCOME FUND INC DATE OF NAME CHANGE: 20050629 FORMER COMPANY: FORMER CONFORMED NAME: ACM INCOME FUND INC DATE OF NAME CHANGE: 20011009 FORMER COMPANY: FORMER CONFORMED NAME: ACM GOVERNMENT INCOME FUND INC DATE OF NAME CHANGE: 19920703 DEF 14A 1 d1073130_def14-a.txt SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ___) Filed by the Registrant /X/ Filed by a Party other than the Registrant / / 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 AllianceBernstein Income Fund, Inc. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): /X/ No fee required. / / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: - -------------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: - -------------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): - -------------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: - -------------------------------------------------------------------------------- (5) Total fee paid: - -------------------------------------------------------------------------------- / / Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: -------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: -------------------------------------------------------------------------- (3) Filing Party: -------------------------------------------------------------------------- (4) Date Filed: -------------------------------------------------------------------------- [LOGO] ALLIANCEBERNSTEIN ALLIANCEBERNSTEIN INCOME FUND, INC. 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 31, 2010 To the stockholders of AllianceBernstein Income Fund, Inc. ("ABIF"), 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 ABIF, AGHIF, ANMIF, ACMIF and ANYMIF, each of which is a Maryland corporation (individually, a "Fund" and collectively, the "Funds"), will be held at the offices of the Funds, 1345 Avenue of the Americas, 41st Floor, New York, New York 10105, on March 31, 2010 at 3:30 p.m., Eastern Time, for the following purposes, all of which are more fully described in the accompanying Proxy Statement dated February 18, 2010: 1. To elect three Directors of each Fund, each such Director to hold office for a term of three years, as provided herein, and until his or her successor is duly elected and qualifies; and 2. To transact such other business as may properly come before the Meeting. The Boards of Directors of ABIF, AGHIF, ANMIF, ACMIF and ANYMIF have fixed the close of business on February 12, 2010 as the record date for the determination of stockholders 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, Robert M. Keith President New York, New York February 18, 2010 - -------------------------------------------------------------------------------- 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. 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 INCOME FUND, INC. 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 31, 2010 ----------------- INTRODUCTION This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the respective Boards of Directors of AllianceBernstein Income Fund, Inc. ("ABIF"), 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 (individually, 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 31, 2010 at 3:30 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 18, 2010. Any stockholder who owned shares of ABIF, AGHIF, ANMIF, ACMIF and ANYMIF on February 12, 2010 (the "Record Date") is entitled to notice of, and to vote at, the Meeting and any postponement or adjournment thereof. Each share is entitled to one vote. Important Notice Regarding Availability of Proxy Materials for the Stockholders' Meeting to Be Held on Wednesday, March 31, 2010. The Proxy Statement is available on the Internet at http://www.alliancebernstein.com (click on US Investors & Financial Advisors/Investment Products/Mutual Funds/Closed-End). 1 PROPOSAL ONE ELECTION OF DIRECTORS At the Meeting, three Directors of each Fund will be elected to serve for terms of three years and, in each case, until his or her successor is elected and qualifies. The affirmative vote of a majority of the votes cast by a Fund's stockholders is required to elect a 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. At the Meeting, the holders of each series of preferred stock of ANMIF, ACMIF and ANYMIF (the "Preferred Stockholders") will have equal voting rights with the holders of the common stock of ANMIF, ACMIF and ANYMIF (i.e., one vote per share), respectively, and will 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. The Preferred Stockholders, voting separately as a class, have the right to elect two Directors of their Fund ("Preferred Directors"). At the Meeting, John H. Dobkin and Michael J. Downey will stand for election by the preferred stockholders of ANMIF, ACMIF and ANYMIF. Under the Funds' respective Charters and Bylaws, the Board of Directors of each Fund (the "Board") has been divided into three classes. For all of the Funds, the terms of Class One Directors will expire as of the Meeting, the terms of Class Two Directors will expire as of the annual meeting of stockholders to be held in 2011 and the terms of Class Three Directors will expire as of the annual meeting of stockholders to be held in 2012. Upon expiration of the terms of the Directors of each class as set forth above, the terms of their successors in that class will continue until the end of their terms and until their successors are duly elected and qualify. Under this classified Board structure, only those Directors in a single class are required to be elected at the annual meeting of stockholders. It would 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 they 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. At the Meeting, Michael J. Downey and Nancy P. Jacklin are standing for election in Class One of each Fund; John H. Dobkin is standing for election in Class One of ABIF, ANMIF, ACMIF and ANYMIF; and Robert M. Keith is standing for election in Class One of AGHIF. Each nominee has consented to serve as a Director. The Boards know of no reason why any of the nominees for the Boards 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 nominees as the Boards may recommend. 2 Certain information concerning the Funds' Directors and nominee for Director is set forth below.
Number of Portfolios in Year Alliance- Term Bernstein Other as a Fund Director- Director Complex ships Name, Address* Will Years of Principal Occupation(s) Overseen Held by and Age Expire Service** During Past 5 Years by Director Director - ----------------------------- -------- --------- ----------------------------- ----------- ------------- DISINTERESTED DIRECTORS Chairman of the Board Class AGHIF: Investment Adviser and an 90 None William H. Foulk, Jr., #, ## Two 17 Independent Consultant. 77 (Each ABIF: 12, Previously, he was Senior Fund ANMIF, Manager of Barrett 2011) ACMIF Associates, Inc., a and registered investment ANYMIF: adviser, with which he had 8 been associated since prior to 2005. 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. John H. Dobkin, # Class ABIF: 23 Consultant. Formerly, 88 None 68 One AGHIF: President of Save Venice, (ABIF, 17, Inc. (preservation ANMIF, ANMIF, organization) from 2001- ACMIF ACMIF 2002, Senior Adviser from and and June 1999-June 2000 and ANYMIF ANYMIF: President of Historic 2013)+ 8 Hudson Valley (historic preservation) from Class December 1989-May 1999. Two Previously, Director of the (AGHIF National Academy of 2011) Design. Michael J. Downey, # Class Each Private Investor since prior 88 Asia Pacific 66 One Fund: 5 to 2005. Formerly, Fund, Inc. (Each managing partner of and The Fund Lexington Capital, LLC Merger Fund 2013)+ (investment advisory firm) from December 1997 until December 2003. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management.
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Number of Portfolios in Year Alliance- Term Bernstein Other as a Fund Director- Director Complex ships Name, Address* Will Years of Principal Occupation(s) Overseen Held by and Age Expire Service** During Past 5 Years by Director Director - -------------------- -------- --------- ------------------------------ ----------- ------------- D. James Guzy, # Class Each Chairman of the Board of 88 Cirrus Logic 73 Two Fund: 4 PLX Technology (semi- Corporation (Each conductors) and of SRC (semi- Fund Computers Inc., with which conductors) 2011) he has been associated since prior to 2005. He was formerly a Director of Intel Corporation (semi- conductors) until May 2008. Nancy P. Jacklin, # Class Each Professorial Lecturer at the 88 None 61 One Fund: 4 Johns Hopkins School of (Each Advanced International Fund Studies since 2008. 2013)+ 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 Bars of the District of Columbia and New York; member of the Council on Foreign Relations. Garry L. Moody, # Class Each Formerly, Partner, Deloitte 87 None 57 Three Fund: 2 & Touche LLP, Vice (Each Chairman, and U.S. and Fund Global Managing Partner, 2012) Investment Management Services Group 1995-2008.
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Number of Portfolios in Year Alliance- Term Bernstein Other as a Fund Director- Director Complex ships Name, Address* Will Years of Principal Occupation(s) Overseen Held by and Age Expire Service** During Past 5 Years by Director Director - --------------------------- -------- --------- --------------------------- ----------- -------------- Marshall C. Turner, Jr., # Class Each Interim CEO of MEMC 88 Xilinx, Inc. 68 Three Fund: 4 Electronic Materials, Inc. (programmable (Each (semi-conductor and solar logic semi- Fund cell substrates) from conductors) 2012) November 2008 until and MEMC March 2, 2009. He was Electronic Chairman and CEO of Materials, Dupont Photomasks, Inc. Inc. (components of semi- conductor manufacturing), 2003-2005, and President and CEO, 2005-2006, after the company was renamed Toppan Photomasks, Inc. Earl D. Weiner, # Class Each Of Counsel, and Partner 88 None 70 Three Fund: 3 prior to January 2007, of (Each the law firm Sullivan & Fund Cromwell LLP and member 2012) of ABA Federal Regulation of Securities Committee Task Force on Fund Director's Guidebook.
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Number of Portfolios in Year Alliance- Term Bernstein Other as a Fund Director- Director Complex ships Name, Address* Will Years of Principal Occupation(s) Overseen Held by and Age Expire Service** During Past 5 Years by Director Director - --------------------- -------- --------- ------------------------------ ----------- --------- INTERESTED DIRECTOR Robert M. Keith, ++, Class Each Executive Vice President of 5 None 1345 Avenue of the One Fund: 1 AllianceBernstein L.P. (the Americas, (AGHIF "Adviser")***. Head of New York, NY 10105 2013)+ AllianceBernstein 49 Investments Inc. Class ("ABI")*** since June Two 2008; Director of ABI since (ABIF, June 2008 and the President ANMIF, of the AllianceBernstein ACMIF Mutual Funds since and September 2008. ANYMIF Previously, he served as 2011) Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, he was 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 prior to 2005. Prior thereto, he was a 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 2005.
- -------- * The address for each of the Fund's disinterested Directors is c/o AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the Americas, New York, NY 10105. ** "Years of Service" refers to the total number of years served as a Director. ***The Adviser and ABI are affiliates of each Fund. # Member of the Audit Committee, the Governance and Nominating Committee, and the Independent Directors Committee of each Fund. ## Member of the Fair Value Pricing Committee of 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 "Act"), of each Fund due to his position as an Executive Vice President of the Adviser. 6 The dollar range of the Funds' securities owned by each Director and the aggregate dollar range of securities owned in the AllianceBernstein Fund Complex are set forth below.
Aggregate Dollar Range of Equity Securities in the Funds in the Dollar Range of Equity AllianceBernstein Securities in the Funds Fund Complex as of as of February 12, 2010 December 31, 2009 ----------------------- ------------------ John H. Dobkin ABIF $10,001-$50,000 Over $100,000 Michael J. Downey ABIF: $1-$10,000 Over $100,000 William H. Foulk, Jr. ABIF: $10,001-$50,000 Over $100,000 AGHIF: $10,001-$50,000 ANMIF $1-$10,000 D. James Guzy AGHIF $10,001-$50,000 Over $100,000 Nancy P. Jacklin AGHIF: $10,001-$50,000 Over $100,000 Robert M. Keith None Over $100,000 Garry L. Moody ABIF $10,001-$50,000 Over $100,000 Marshall C. Turner, Jr. ABIF: $10,001-$50,000 Over $100,000 Earl D. Weiner AGHIF: $10,001-$50,000 Over $100,000 ANYMIF: $1-$10,000
During the Funds' fiscal year ended in 2009, the Board of ABIF met 9 times; of AGHIF, 9 times; of ANMIF, 8 times; of ACMIF, 8 times and of ANYMIF, 8 times. The Funds do not have a policy that requires a Director to attend annual meetings of stockholders. Each Fund's Board has four standing committees: an Audit Committee, a Governance and Nominating Committee, an Independent Directors Committee, and a Fair Value Pricing Committee. The members of the Committees are identified above in the table listing the Directors. The function of the Audit Committee of each Fund is to assist the Board in its oversight of a 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 ("NYSE"). During the Funds' fiscal year ended in 2009, the Audit Committee of ABIF met 3 times; of AGHIF, 4 times; of ANMIF, 3 times; of ACMIF, 3 times; and of ANYMIF, 3 times. During the Funds' fiscal year ended in 2009, the Governance and Nominating Committee of ABIF met 4 times; of AGHIF, 4 times; of ANMIF, 4 times; of ACMIF, 4 times; and of ANYMIF, 4 times. 7 Each Fund's Board has adopted a charter for its Governance and Nominating Committee, a copy of which may be found on the Adviser's website, http://www.alliancebernstein.com (click on US Investors & Financial Advisors/Investment Products/Mutual Funds/Closed-End). Pursuant to the charter of the Governance and Nominating Committee, the Governance and Nominating Committee assists each Board in carrying out its responsibilities with respect to governance of a Fund and identifies, evaluates and selects and nominates candidates for that Board. The Committee also may set standards or qualifications for Directors. The Committee may consider candidates as Directors submitted by a Fund's current Board members, officers, the Adviser, stockholders and other appropriate sources. The Governance and Nominating Committee will consider candidates submitted by a stockholder or group of stockholders who have owned at least 5% of a Fund's outstanding common stock for at least two years at 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 Fund 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 for nomination for election at an annual meeting of stockholders. The Committee will not consider self-nominated candidates. The Governance and Nominating Committee will consider and evaluate candidates submitted by stockholders on the basis of the same criteria as those used to consider and evaluate candidates submitted from other sources. These criteria include the candidate's relevant knowledge, experience, and expertise, the candidate's ability to carry out his or her duties in the best interests of the Fund and the candidate's ability to qualify as a disinterested Director. The function of each Fund's Fair Value Pricing Committee is to consider, in advance if possible, any fair valuation decision of the Adviser's Valuation Committee relating to a security held by a Fund made under unique or highly unusual circumstances not previously addressed by the Valuation Committee that would result in a change in the Fund's net asset value ("NAV") by more than $0.01 per share. The Fair Value Pricing Committee did not meet during any Fund's most recently completed fiscal year. The function of each Fund's Independent Directors Committee is to consider and take action on matters that the Board or Committee believes should be addressed in executive session of the disinterested Directors, such as review and approval of the Advisory and Shareholder Inquiry Agency Agreements. During the Funds' fiscal year ended in 2009, the Independent Directors Committee of ABIF met 7 times; of AGHIF, 6 times; of ANMIF, 7 times; of ACMIF, 7 times; and of ANYMIF, 7 times. 8 Each Board has adopted a process for stockholders to send communications to the Board of their Fund. To communicate with a Board or an individual Director of a Fund, a stockholder must send a written communication to that Fund's principal office at the address listed in the Notice of Joint Annual Meeting of Stockholders accompanying this Proxy Statement, addressed to the Board of that Fund or the individual Director. All stockholder communications received in accordance with this process will be forwarded to the Board or the individual Director to whom or to which the communication is addressed. 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. The aggregate compensation paid by the Funds to the Directors during the Funds' respective fiscal years ended in 2009, the aggregate compensation paid to the Directors during calendar year 2009 by all of the investment companies in the AllianceBernstein Fund Complex, and the total number of investment companies in the AllianceBernstein Fund Complex as to which the Directors are a director or trustee and the number of investment portfolios as to which the Directors are directors or trustees, are set forth below. Neither the Funds nor any other investment company in the AllianceBernstein Fund Complex provides compensation in the form of pension or retirement benefits to any of its directors or trustees.
Number of Number of Investment Investment Companies Portfolios 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 in 2009 2009 Trustee Trustee - ---------------------- ----------------- ----------------- ----------------- ----------------- John H. Dobkin $ 6,226.21 ABIF $242,200 32 88 $ 5,369.75 AGHIF $ 6,108.00 ANMIF $ 6,108.00 ACMIF $ 6,108.00 ANYMIF Michael J. Downey $ 5,626.21 ABIF $241,000 32 88 $ 5,369.75 AGHIF $ 6,108.00 ANMIF $ 6,108.00 ACMIF $ 6,108.00 ANYMIF William H. Foulk, Jr. $11,126.96 ABIF $484,400 34 90 $10,118.75 AGHIF $10,981.00 ANMIF $10,981.00 ACMIF $10,981.00 ANYMIF
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Number of Number of Investment Investment Companies Portfolios 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 in 2009 2009 Trustee Trustee - ------------------------ ------------------ ----------------- ----------------- ----------------- D. James Guzy $6,226.21 ABIF $241,000 32 88 $5,369.75 AGHIF $6,108.00 ANMIF $6,108.00 ACMIF $6,108.00 ANYMIF Nancy P. Jacklin $6,226.21 ABIF $242,200 32 88 $5,369.75 AGHIF $6,108.00 ANMIF $6,108.00 ACMIF $6,108.00 ANYMIF Garry L. Moody $7,028.96 ABIF $270,200 31 87 $6,174.75 AGHIF $6,905.00 ANMIF $6,905.00 ACMIF $6,905.00 ANYMIF Marshall C. Turner, Jr. $6,226.21 ABIF $242,200 32 88 $5,369.75 AGHIF $6,108.00 ANMIF $6,108.00 ACMIF $6,108.00 ANYMIF Earl D. Weiner $6,647.71 ABIF $260,200 32 88 $5,777.00 AGHIF $6,527.00 ANMIF $6,527.00 ACMIF $6,527.00 ANYMIF
10 Each Board unanimously recommends that the stockholders vote FOR each of the nominees to serve as a Director of the applicable Fund. Approval of Proposal One with respect to each Fund requires 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, proxies from the holders of the common stock will be voted for the election of three Directors of each Fund. Any stockholder may revoke that stockholder's proxy at any time prior to exercise thereof by giving written notice to the Secretary of the Funds at 1345 Avenue of the Americas, New York, New York 10105, by signing and delivering to the Secretary another proxy of a later date or by 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"). The approval of the Proposal with respect to each Fund requires an affirmative vote of the holders of a majority of the votes entitled to be cast. An abstention 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 proposal, other than Proposal One, 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 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 a Fund. An unfavorable vote by the stockholders of one Fund will not affect the vote on the election of Directors or any other matter by the stockholders of another Fund. A quorum for each Fund 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, if any, of the particular Fund. In the event that a quorum is not present at the Meeting for a Fund or, even if a quorum is so present, in the event that sufficient votes in favor of the positions recommended by the Board on the proposal described in the Proxy Statement with respect to a Fund are not timely received, the persons named as proxies may propose and vote for one or more adjournments of the Meeting with respect to that Fund, with no other notice than 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 on any proposal as to which the Meeting is proposed to be adjourned will be voted against adjournment of the Meeting. 11 Each Fund has engaged Computershare, 199 Water Street, 26/th/ Floor, New York, New York 10038, to assist in soliciting proxies for the Meeting. Computershare will receive a total fee of approximately $4,000 for its services, to be divided equally among the Funds ($800 per Fund). Other Information Officers of the Funds Certain information concerning the Funds' officers is set forth below. The Funds' officers are elected annually by the respective Board until his or her successor is duly elected and qualifies.
Name, Address* Position(s) (Month and Year Principal Occupation During and Age First Elected) Past 5 Years - -------------- -------------------------------- --------------------------------- Robert M. Keith President and Chief Executive See biography above. 49 Officer, all Funds (09/08) Philip L. Kirstein Senior Vice President and Senior Vice President and 64 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 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to 2005. Robert (Guy) B. Davidson III Senior Vice President, Senior Vice President of the 48 ANMIF (4/02) Adviser**, with which he has ACMIF (4/02) been associated since prior to ANYMIF (4/02) 2005. Douglas J. Peebles Senior Vice President, Executive Vice President of the 44 ANMIF (6/04) Adviser**, with which he has ACMIF (6/04) been associated since prior to ANYMIF (6/04) 2005. Vice President, ABIF (8/02) Michael G. Brooks Vice President, Senior Vice President and 61 ANMIF (10/05) Senior Portfolio Manager of the ACMIF (10/05) Adviser**, with which he has ANYMIF (10/05) been associated since prior to 2005.
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Name, Address* Position(s) (Month and Year Principal Occupation During and Age First Elected) Past 5 Years - -------------- ------------------------------ --------------------------------- Fred S. Cohen Vice President, Senior Vice President of the 51 ACMIF (10/05) Adviser**, with which he has ANMIF (10/05) been associated since prior to ANYMIF (10/05) 2005. Paul J. DeNoon Vice President, Senior Vice President of the 47 ABIF (3/93) Adviser**, with which he has AGHIF (4/94) been associated since prior to 2005. Gershon M. Distenfeld Vice President, Vice President of the 34 ABIF (3/06) Adviser**, with which he has been associated since prior to 2005. Terrance T. Hults Vice President, Senior Vice President of the 43 ANMIF (12/01) Adviser**, with which he has ACMIF (12/01) been associated since prior to ANYMIF (12/01) 2005. Michael L. Mon Vice President, Vice President of the 40 ABIF (4/00) Adviser**, with which he has been associated since prior to 2005. Matthew S. Sheridan Vice President, Vice President of the 34 ABIF (11/08) Adviser**, with which he has been associated since prior to 2005. Joseph J. Mantineo Treasurer and Chief Financial Senior Vice President of 50 Officer, all Funds (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**, with 49 ABIF (11/08) which she has been associated ANMIF (5/09) since prior to 2005. ACMIF (5/09) ANYMIF (5/09) Stephen Woetzel Controller, Vice President of ABIS**, with 38 AGHIF (5/09) which he has been associated since prior to 2005. Emilie D. Wrapp Secretary, Senior Vice President, Assistant 54 all Funds (10/05) General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2005.
- -------- * The address for the Funds' officers is 1345 Avenue of the Americas, New York, New York 10105. ** An affiliate of each of the Funds. 13 Stock Ownership The outstanding voting shares of ABIF, AGHIF, ANMIF, ACMIF and ANYMIF as of the Record Date consisted of 242,911,697 shares of common stock of ABIF, 85,171,832 shares of common stock of AGHIF, 28,682,543 shares of common stock of ANMIF, 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, 8,536,533 shares of common stock and 1,451 shares of each of Auction Preferred Shares, Series M and Series T of ACMIF and 4,826,667 shares of common stock and 816 shares of each of Auction Preferred Shares, Series M and Series T of ANYMIF. As of February 5, 2010, 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 of each Fund. The Audit Committee operates pursuant to a written charter, a copy of which may be found on the Adviser's website, http://www.alliancebernstein.com (click on US Investors & Financial Advisors/Investment Products/Mutual Funds/Closed-End). The purposes of the Audit Committee are to (1) assist the Board in its oversight of (i) the integrity of the Fund's financial statements and the independent audit thereof; (ii) the Fund's compliance with legal and regulatory requirements; (iii) the independent registered public accounting firm's independence, qualifications and performance; and (iv) the Fund's compliance with applicable laws by receiving reports from counsel who believe they have 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) to prepare this report. As set forth in the 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 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 14 required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees, 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 auditing standards, that the financial statements are presented in accordance with 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 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 -- Chairman William H. Foulk, Jr. Marshall C. Turner, Jr. D. James Guzy Earl D. Weiner Approval of Independent Registered Public Accounting Firms by Boards The Audit Committee of each Fund is responsible for the appointment, compensation, retention and oversight of the work of the Fund's independent registered public accounting firm. In addition, the Board approved the independent registered public accounting firm of each Fund as required by the Act on the date specified 15 below. The Board of each of the Funds at meetings held on February 3-5, 2009 (AGHIF) and November 3-5, 2009 (ABIF, ANMIF, ACMIF and ANYMIF), respectively, 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, Ernst & Young LLP, independent registered public accounting firm to audit the accounts (for the fiscal year ending) of AGHIF (March 31, 2010), ANMIF, ACMIF and ANYMIF (October 31, 2010) and ABIF (December 31, 2010). Ernst & Young LLP has audited the accounts of ABIF, 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. 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"), which include conducting an annual internal control report pursuant to Statement on Auditing Standards No. 70. No other services were provided by the independent registered public accounting firm to any Fund during this period.
All Fees for Non-Audit Services Provided to All Other the Fund, Fees for the Services Adviser Audit Provided and Service Audit Fees Related Fees Tax Fees to Fund Affiliates* ---------- ------------ -------- --------- ------------ AllianceBernstein 2008 $80,200 $ 6,373 $35,114 $0 $ 879,179 Income Fund, Inc. 2009 $68,902 $10,000 $19,692 $0 $ 962,264 AllianceBernstein 2008 $63,000 $12,200 $10,807 $0 $1,103,883 Global High Income Fund, Inc. 2009 $67,200 $ 6,350 $21,166 $0 $ 536,950
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All Fees for Non-Audit Services Provided to All Other the Fund, Fees for the Services Adviser Audit Provided and Service Audit Fees Related Fees Tax Fees to Fund Affiliates* ---------- ------------ -------- --------- ------------ AllianceBernstein 2008 $53,500 $19,039 $13,300 $0 $994,329 National Municipal Income Fund, Inc. 2009 $48,000 $ 8,000 $ 5,500 $0 $788,157 Alliance California 2008 $53,500 $19,039 $13,300 $0 $994,329 Municipal Income Fund, Inc. 2009 $48,000 $ 8,000 $ 5,500 $0 $788,157 Alliance New York 2008 $53,500 $19,039 $13,300 $0 $994,329 Municipal Income Fund, Inc. 2009 $48,000 $ 8,000 $ 5,500 $0 $788,157
- -------- * 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 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 2009 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 Committee for 2009 were ABIF, $273,538 (comprising $253,846 of audit related fees and $19,692 of tax fees); AGHIF, $27,516 (comprising $6,350 of audit related fees and $21,166 of tax fees); ANMIF, $257,346 (comprising $251,846 of audit related fees and $5,500 of tax fees); ACMIF, $257,346 (comprising $251,846 of audit related fees and $5,500 of tax fees); and ANYMIF, $257,346 (comprising $251,846 of audit related fees and $5,500 of tax fees). The Audit Committee of each Fund has considered whether the provision of any non-audit services not pre-approved by the Audit Committee provided by the Fund's independent registered public accounting firm to the Adviser and Service Affiliates is compatible with maintaining the independent registered public accounting firm's independence. 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 administrator for each of the Funds is the Adviser. 17 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 16, 2010, 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 Advi- common stock 1,980,738 6.90% sors L.P. and The Charger Corporation (120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187) ANMIF Citigroup Global Markets, Inc., Citigroup auction rate 2,878 29.70% Financial Products, Inc., Citigroup Global preferred stock Markets Holdings, Inc. and Citigroup, Inc. (388 Greenwich Street, New York, New York 10013) ANMIF UBS AG on behalf of UBS Securities LLC auction rate 1,011 16.60% and UBS Financial Services Inc. preferred stock (Bahnhofstrasse 45, P.O. Box CH-8021, Zurich, Switzerland) ANMIF Bank of America Corp., Merrill Lynch, auction rate 3,202 16.60% Pierce, Fenner & Smith, Inc. and Bank of preferred stock America N.A. (Bank of America Corporate Center, 100 North Tryon Street, Charlotte, North Carolina 28255) ACMIF First Trust Portfolios L.P., First Trust Advi- common stock 605,330 7.1% sors L.P. and The Charger Corporation (120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187) ACMIF Citigroup Global Markets, Inc., Citigroup auction rate 1,454 50.10% Financial Products, Inc., Citigroup Global preferred stock Markets Holdings, Inc. and Citigroup, Inc. (388 Greenwich Street, New York, New York 10013) ACMIF UBS AG on behalf of UBS Securities LLC auction rate 346 11.92% and UBS Financial Services, Inc. preferred stock (Bahnhofstrasse 45, P.O. Box CH-8021, Zurich, Switzerland)
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Number Fund Shareholder (Address) Class of Shares of Shares Percentage ---- ------------------------------------------- --------------- --------- ---------- ACMIF Bank of America Corp., Merrill Lynch, auction rate 1,550 26.70% Pierce Fenner & Smith, Inc. and Bank of preferred stock America N.A. (Bank of America Corpo- rate Center, 100 North Tryon Street, Char- lotte, North Carolina 28255) ANYMIF Citigroup Global Markets, Inc., Citigroup auction rate 848 52.0% Financial Products, Inc., Citigroup Global preferred stock Markets Holdings, Inc. and Citigroup, Inc. (388 Greenwich Street, New York, New York 10013) ANYMIF Bank of America Corp, and Merrill auction rate 1,163 35.60% Lynch, Pierce, Fenner & Smith Inc. (4 preferred stock World Financial Center, 250 Vesey Street, New York, New York 10080) ANYMIF UBS AG on behalf of UBS Securities auction rate 96 5.88% LLC and UBS Financial Services Inc. preferred stock (Bahnhofstrasse 45, P.O. Box CH-8021, Zurich, Switzerland)
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 21, 2010 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 2011 Annual Meeting of Stockholders, a stockholder proposal that is not otherwise includable in the Proxy Statement for the 2011 Annual Meeting must be delivered by a stockholder of record to the Fund no sooner than September 21, 2010 and no later than October 21, 2010. The persons named as proxies for the 2011 Annual Meeting of Stockholders will, with respect to 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 21, 2010 and no later than October 21, 2010. If a Fund receives such timely notice, these persons will not have this authority except as provided in the applicable rules of the SEC. 19 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 Donavon Diez at AllianceBernstein L.P., 1345 Avenue of the Americas, New York, New York 10105. By Order of the Boards of Directors, Robert M. Keith President February 18, 2010 New York, New York 20
TABLE OF CONTENTS Page ---------------------------------- ---- Introduction...................... 1 Proposal One: Election of Directors........................ 2 Proxy Voting and Stockholder Meeting.......................... 11 Information as to the Investment Adviser and the Administrator of the Funds........................ 17 Other Matters..................... 18 Submission of Proposals for the Next Annual Meeting of Stockholders..................... 19 Reports to Stockholders........... 20
AllianceBernstein Income Fund, Inc. 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 18, 2010 FORM OF PROXY FORM OF PROXY ALLIANCEBERNSTEIN INCOME FUND, INC. PROXY IN CONNECTION WITH THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 31, 2010 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE CORPORATION The undersigned stockholder of AllianceBernstein Income Fund, Inc., a Maryland corporation (the "Corporation"), hereby appoints Carol H. Rappa and Kristine Antoja, or either of them, as proxies for the undersigned, with full power of substitution in each of them, to attend the Annual Meeting of Stockholders of the Corporation (the "Annual Meeting") to be held at 3:30 p.m., Eastern Time, on March 31, 2010 at the offices of the Corporation, 1345 Avenue of the Americas, 41st Floor, New York, New York 10105, and any postponement or adjournment thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at the Annual Meeting and otherwise to represent the undersigned with all powers possessed by the undersigned if personally present at such Annual Meeting. The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and accompanying Proxy Statement and revokes any proxy heretofore given with respect to the Annual Meeting. The Board of Directors knows of no reason why any of the nominees for the Board of Directors would be unable to serve, but in the event any nominee is unable to serve or for good cause will not serve, the proxies received indicating a vote in favor of such nominee will be voted for a substitute nominee as the Board of Directors may recommend. IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST AS INSTRUCTED ON THE REVERSE SIDE HEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO INSTRUCTION IS GIVEN, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST "FOR" THE ELECTION OF THE NOMINEES REFERRED TO IN PROPOSAL ONE AS DIRECTORS AND IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. Please refer to the Proxy Statement for a discussion of the Proposal. PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF 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 books of the Corporation. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, the signature should be that of an authorized officer who should state his or her title. HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS? _________________________ _________________________ _________________________ _________________________ _________________________ _________________________ ALLIANCEBERNSTEIN INCOME FUND, INC. The Board of Directors urges you to vote "FOR" all Class One nominees listed (terms expire 2013). Please mark votes as in this example: /X/ WITHHOLD FOR ALL 1. Election of Directors FOR ALL FROM ALL EXCEPT AS NOMINEES NOMINEES NOTED BELOW / / / / / / Michael J. Downey / / Nancy P. Jacklin / / John H. Dobkin / / 2. To vote and otherwise represent the undersigned on any other matters that may properly come before the Annual Meeting or any postponement or adjournment thereof, in the discretion of the proxy holder(s). Mark here for address change and note at left. / / Please be sure to sign, date and return this Proxy promptly. You may use the enclosed envelope. -------------------------------------- (Signature of Stockholder) -------------------------------------- (Signature of joint owner, if any) Date __________, 2010 SK 00250 0209 1073130 -----END PRIVACY-ENHANCED MESSAGE-----