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.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/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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[LOGO]
ALLIANCEBERNSTEIN
Investments
ALLIANCEBERNSTEIN INCOME FUND, INC.
ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC.
ACM MANAGED DOLLAR INCOME FUND, INC.
ALLIANCE ALL-MARKET ADVANTAGE 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
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NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS
MARCH 28, 2007
To the Stockholders of AllianceBernstein Income Fund, Inc. ("ABIF", formerly
ACM Income Fund, Inc.), AllianceBernstein Global High Income Fund, Inc.
("ABGHIF", formerly Alliance World Dollar Government Fund II, Inc.), ACM
Managed Dollar Income Fund, Inc. ("ACM VIII"), Alliance All-Market Advantage
Fund, Inc. ("AMA"), 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, ABGHIF, ACM VIII, AMA, 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 28, 2007 at 11:00 a.m., Eastern Time,
for the following purposes, all of which are more fully described in the
accompanying Proxy Statement dated March 5, 2007:
1. To elect two or four Directors of each Fund as the case may be, each
such Director to hold office for a term of either two or 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 Board of Directors of ABIF, ACM VIII, AMA, ACMIF and ANYMIF has fixed
the close of business on February 9, 2007 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 Board of Directors of
ABGHIF has fixed the close of business on March 2, 2007 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,
Marc O. Mayer
President
New York, New York
March 5, 2007
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YOUR VOTE IS IMPORTANT
Please indicate your voting instructions on the enclosed Proxy Card, sign
and date it, and return it in the envelope provided, which needs no postage if
mailed in the United States. 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.
ACM MANAGED DOLLAR INCOME FUND, INC.
ALLIANCE ALL-MARKET ADVANTAGE 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 28, 2007
-----------------
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", formerly ACM Income Fund, Inc.), AllianceBernstein
Global High Income Fund, Inc. ("ABGHIF", formerly Alliance World Dollar
Government Fund II, Inc.), ACM Managed Dollar Income Fund, Inc. ("ACM VIII"),
Alliance All-Market Advantage Fund, Inc. ("AMA"), 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, 41st Floor, New York, New York 10105, on
March 28, 2007 at 11:00 a.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
March 5, 2007.
Any stockholder who owned shares of ABIF, ACM VIII, AMA, ACMIF and ANYMIF on
Friday, February 9, 2007 and any stockholder who owned shares of ABGHIF on
Friday, March 2, 2007 (the "Record Date") is entitled to notice of, and to vote
at, the Meeting and any postponement or adjournment thereof. Each share
(including for ACMIF and ANYMIF preferred shares) is entitled to one vote.
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. In addition, for each Fund, one Director will be elected to
serve for a term of two years. The holders of each series of preferred stocks
of ACMIF and ANYMIF, voting separately as a class, have the right to elect two
Directors of their Fund. At the Meeting, John H. Dobkin and Michael J. Downey
will stand for election by the preferred stockholders of ACMIF and ANYMIF. The
affirmative vote of a majority of the votes cast by a Fund's stockholders or,
as the case may be, preferred 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.
Under the Funds' respective Charters and Bylaws, the Board of Directors of
each Fund 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
2008 and the terms of Class Three Directors will expire as of the annual
meeting of stockholders to be held in 2009. 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.
Effective June 14, 2006, the Board of Directors of each Fund elected Nancy
P. Jacklin in Class One of each Fund. In addition, effective January 1, 2007,
the Board of Directors of each Fund elected Earl D. Weiner in Class Three of
each Fund. Ms. Jacklin and Mr. Weiner will stand for election at the Meeting
for each of the Funds.
At the Meeting, Nancy P. Jacklin and Michael J. Downey are standing for
election in Class One of each Fund; David H. Dievler is standing for election
in Class One of ABGHIF, ACM VIII and AMA; John H. Dobkin is standing for
election in Class One of ABIF, ACMIF and ANYMIF; and Mr. Weiner is standing for
election in Class Three of each Fund. In addition, John H. Dobkin and Michael
J. Downey are standing for election by the preferred stockholders of each of
ACMIF and ANYMIF. Each nominee has consented to serve as a Director. The Boards
of Directors know of no reason why any of the nominees for the Boards of
Directors
2
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 of
Directors may recommend.
Certain information concerning the Funds' Directors is set forth below.
Number of
Portfolios
in
Year Alliance-
Term Bernstein
as a Fund Other
Director Complex Directorships
Name, Address* and Will Years of Principal Occupation(s) Overseen Held by
Age Expire Service** During Past 5 Years by Director Director
------------------ --------- --------- ------------------------------ ----------- -------------
DISINTERESTED
DIRECTORS
William Class Two ABGHIF, Investment Adviser and an 111 None
H. Foulk, (Each ACM Independent Consultant. He
Jr.,#,## Fund VIII: 14 was formerly Senior
Chairman 2008) AMA: 13 Manager of Barrett
of the ABIF: 9 Associates, Inc., a registered
Board ACMIF investment adviser, with
74 and which he had been
ANYMIF: associated since prior to
5 2002. 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.
David H. Class ABIF: 20 Independent Consultant. 110 None
Dievler,# One ABGHIF, Until December 1994, he
77 (ABGHIF, ACM was Senior Vice President
ACM VIII, VIII: 14 of AllianceBernstein
and AMA AMA: 13 Corporation ("AB Corp.")
2010)+ ACMIF (formerly Alliance Capital
and Management Corporation
Class ANYMIF: ("ACMC")) responsible for
Two 5 mutual fund administration.
(ABIF, Prior to joining AB Corp. in
ACMIF 1984, he was Chief
and Financial Officer of
ANYMIF Eberstadt Asset
2008) Management since 1968.
Prior to that, he was a
Senior Manager at Price
Waterhouse & Co. Member
of the American Institute of
Certified Public
Accountants since 1953.
3
Number of
Portfolios
in
Year Alliance-
Term Bernstein
as a Fund Other
Director Complex Directorships
Name, Address* Will Years of Principal Occupation(s) Overseen Held by
and Age Expire Service** During Past 5 Years by Director Director
-------------- -------- --------- --------------------------- ----------- -------------
John H. Dobkin,# Class ABIF: 20 Consultant. Formerly, 109 None
65 One ABGHIF, President of Save Venice,
(ABIF, ACM Inc. (preservation
ACMIF VIII: 14 organization) from 2001-
and AMA: 11 2002, Senior Adviser from
ANYMIF ACMIF June 1999-June 2000 and
2010 )++ and President of Historic
ANYMIF: Hudson Valley (historic
Class 5 preservation) from
Two December 1989-May 1999.
(ABGHIF, Previously, Director of the
ACM VIII National Academy of
and AMA Design and during 1988-
2008) 1992, Director and
Chairman of the Audit
Committee of AB Corp.
(formerly ACMC)
Michael J. Class Each Consultant since January 109 Asia Pacific
Downey,# One Fund: 2 2004. Formerly, managing Fund, Inc.
63 (Each partner of Lexington and The
Fund Capital, LLC (investment Merger Fund
2010)++ advisory firm) from
December 1997 until
December 2003. Prior
thereto, Chairman and CEO
of Prudential Mutual Fund
Management from
1987 to 1993.
4
Number of
Portfolios
in
Year Alliance-
Term Bernstein
as a Fund Other
Director Complex Directorships
Name, Address* Will Years of Principal Occupation(s) Overseen Held by
and Age Expire Service** During Past 5 Years by Director Director
-------------- -------- --------- ----------------------------- ----------- -------------
Nancy P. Jacklin,# Class Each Formerly, U.S. Executive 109 None
58 One Fund: Director of the International
(Each 9 months Monetary Fund (December
Fund 2002-May 2006); Partner,
2010)+ Clifford Chance (1992-
2002); Senior 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 of New
York; and member of the
Council on Foreign
Relations.
5
Number of
Portfolios
in
Year Alliance-
Term Bernstein
as a Fund Other
Director Complex Directorships
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 109 Intel
70 Two Fund: 1 PLX Technology (semi- Corporation
(Each conductors) and of SRC (semi-
Fund Computers Inc., with which conductors)
2008) he has been associated and Cirrus
since prior to 2002. He is Logic
also President of the Arbor Corporation
Company (private family (semi-
investments). conductors)
Marshall C. Turner, Class Each Principal of Turner Venture 109 The George
Jr.,# Three Fund: 1 Associates (venture capital Lucas
65 (Each and consulting) since prior Educational
Fund to 2002. From 2003 until Foundation
2009) May 31, 2006, he was CEO and National
of Toppan Photomasks, Datacast, Inc.
Inc., Austin, Texas (semi-
conductor manufacturing
services).
Earl D. Weiner# Class Each Of Counsel, and Partner 108 None
67 Three Fund: from 1976-2006, of the law
(Each 2 months firm Sullivan & Cromwell
Fund LLP, specializing in
2009) investment management,
corporate and securities
law; member of Task Force
on Fund Director's
Guidebook, Federal
Regulation of Securities
Committee.
6
Number of
Portfolios
in
Year Alliance-
Term Bernstein
as a Fund Other
Director Complex Directorships
Name, Address* Will Years of Principal Occupation(s) Overseen Held by
and Age Expire Service** During Past 5 Years by Director Director
-------------- -------- --------- ----------------------------- ----------- -------------
INTERESTED
DIRECTOR
Marc O. Mayer+++, Class Each Executive Vice President of 109 SCB Partners
1345 Avenue of the Three Fund: 3 AllianceBernstein L.P. (the Inc. and SCB,
Americas, (Each "Adviser") since 2001 and Inc.
New York, NY 10105 Fund Executive Managing
49 2009) Director of
AllianceBernstein
Investments, Inc. ("ABI")
since 2003; prior thereto, he
was head of
AllianceBernstein
Institutional Investments, a
unit of the Adviser, from
2001-2003. Prior thereto,
Chief Executive Officer of
Sanford C. Bernstein &
Co., LLC (institutional
research and brokerage arm
of Bernstein & Co., LLC),
and its predecessor since
prior to 2002.
--------
* The address for each of the Fund's disinterested Directors is
AllianceBernstein L.P., c/o 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 of each Fund.
## Member of the Fair Value Pricing Committee of each Fund.
+ If elected at the Meeting.
++ If elected at the Meeting and, with respect to ACMIF and ANYMIF, if elected
as a preferred stock director at the Meeting.
+++Mr. Mayer 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.
7
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
Dollar Range Range of Equity
of Equity Securities in the Funds
Securities in in the
the Funds AllianceBernstein
as of February Fund Complex as of
9, 2007 February 9, 2007
------------------------------ -----------------------
David H. Dievler ABIF: $10,001-$50,000 over $100,000
ABGHIF: $10,001-$50,000
AMA: $10,001-$50,000
John H. Dobkin ABGHIF: $1-$10,000 over $100,000
AMA: $10,001-$50,000
Michael J. Downey ABIF: $50,001-$100,000 over $100,000
William H. Foulk, Jr. ABIF: $10,001-$50,000 over $100,000
ABGHIF: $1-$10,000
ACM VIII: $1-$10,000
AMA: $10,001-$50,000
D. James Guzy None $0 $50,001-$100,000
Nancy P. Jacklin ABGHIF: $10,001-$50,000 over $100,000
Marshall C. Turner, ABIF: $10,001-$50,000 over $100,000
Jr.
Earl D. Weiner* ABGHIF: $10,001-$50,000 over $100,000
ANYMIF: $1-$10,000
Marc O. Mayer None $0 over $100,000
--------
* Mr. Weiner was elected as a Director of each Fund effective January 1, 2007.
During the Fund's fiscal year ended in 2006, the Board of ABIF met 9 times;
of ABGHIF, 10 times; of ACM VIII, 12 times; of AMA, 10 times; of ACMIF,
11 times and of ANYMIF, 11 times. The Funds do not have a policy that requires
a Director to attend annual meetings of stockholders.
8
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 Fund's fiscal year ended in 2006, the Audit Committee of
each of the Funds met 3 times. During the Fund's fiscal year ended in 2006, the
Governance and Nominating Committee of ABIF met 7 times; of ABGHIF, 8 times; of
ACM VIII, 7 times; of AMA, 7 times; of ACMIF, 8 times and of ANYMIF, 8 times.
Each Fund's Board of Directors 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 Investor Solutions/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, investment adviser, stockholders and other appropriate
sources.
The Governance and Nominating Committee will consider candidates submitted
by a stockholder or group of stockholders who have owned at least 5% of the
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 a 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.
9
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 Stockholder Inquiry Agency Agreements. During
the Fund's fiscal year ended in 2006, the Independent Directors Committee of
ABIF met 8 times; of ABGHIF, 11 times; of ACM VIII, 10 times; of AMA, 10 times;
of ACMIF, 11 times; and of ANYMIF, 11 times.
Each Board has adopted a process for stockholders to send communications to
the Board of their Fund. To communicate with a Board or an individual Director
of a Fund, a stockholder must send a written communication to that Fund's
principal office at the address listed in the Notice of Joint Annual Meeting of
Stockholders accompanying this Proxy Statement, addressed to the Board of that
Fund or the individual Director. All stockholder communications received in
accordance with this process will be forwarded to the Board or the individual
Director to whom or to which the communication is addressed.
10
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 2006, the aggregate compensation paid
to the Directors during calendar year 2006 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 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 in 2006 2006 Trustee Trustee
---------------- ------------------ ----------------- ----------------- -----------------
David H. Dievler $4,428 ABIF $225,125 41 110
$4,796 ABGHIF
$5,504 ACM VIII
$5,004 AMA
$3,919 ACMIF
$3,919 ANYMIF
John H. Dobkin $5,519 ABIF $234,625 40 109
$5,928 ABGHIF
$6,664 ACM VIII
$6,383 AMA
$4,275 ACMIF
$4,275 ANYMIF
Michael J. Downey $4,315 ABIF $215,125 40 109
$4,850 ABGHIF
$5,498 ACM VIII
$4,998 AMA
$3,909 ACMIF
$3,909 ANYMIF
William H. Foulk, Jr. $7,892 ABIF $434,625 42 111
$8,780 ABGHIF
$9,085 ACM VIII
$8,585 AMA
$7,500 ACMIF
$7,500 ANYMIF
11
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 in 2006 2006 Trustee Trustee
---------------- ------------------ ----------------- ----------------- -----------------
D. James Guzy $4,315 ABIF $215,125 40 109
$ 977 ABGHIF
$3,895 ACM VIII
$2,895 AMA
$2,941 ACMIF
$2,941 ANYMIF
Nancy P. Jacklin $1,954 ABIF $112,625 40 109
$ 0 ABGHIF
$1,534 ACM VIII
$1,034 AMA
$1,080 ACMIF
$1,080 ANYMIF
Marshall C. Turner, Jr. $4,306 ABIF $214,625 40 109
$ 977 ABGHIF
$3,886 ACM VIII
$2,886 AMA
$2,931 ACMIF
$2,931 ANYMIF
Earl D. Weiner* $ 0 $ 0 39 108
Marc O. Mayer $ 0 $ 0 40 109
--------
* Mr. Weiner became a Director of each Fund effective January 1, 2007.
12
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
one or three Directors of each Fund and proxies from Preferred Stockholders
will be voted for the election of three Directors of each of ACMIF and ANYMIF.
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 of Directors 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 of Directors on any proposal as to which the Meeting is proposed
to be adjourned will be voted against adjournment of the Meeting.
13
Each Fund has engaged Georgeson Shareholder, 219 Murray Hill Parkway, East
Rutherford, NJ 07073, to assist in soliciting proxies for the Meeting.
Georgeson Shareholder will receive a total fee of $4,500 for its services, to
be paid by the Funds as follows: ABIF--$750, ABGHIF--$750, ACM VIII--$750,
AMA--$750, ACMIF--$750 and ANYMIF--$750, plus reimbursement of out-of-pocket
expenses.
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 of Directors until
his or her successor is duly elected and qualifies.
Name,
Address* and Position(s) (Month and Year Principal Occupation During
Age Year First Elected) Past 5 Years
------------ ------------------------------- --------------------------------
Marc O. President, all Funds See biography above.
Mayer (11/03)
49
Philip L. Senior Vice President and Senior Vice President and
Kirstein Independent Compliance Officer, Independent Compliance
61 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 2002 until
March 2003.
Robert Senior Vice President, Senior Vice President of the
(Guy) B. ACMIF (4/02) Adviser**, with which he has
Davidson ANYMIF (4/02) been associated since prior to
III 2002.
45
Douglas Senior Vice President, Executive Vice President of the
J. ACMIF (6/04) Adviser**, with which he has
Peebles ANYMIF (6/04) been associated since prior to
41 Vice President 2002.
ABIF (8/02)
Jeffrey Senior Vice President, Executive Vice President of the
S. ACMIF (6/04) Adviser**, with which he has
Phlegar ANYMIF (6/04) been associated since prior to
40 2002.
Andrew M. Vice President, Senior Vice President of the
Aran ABIF (8/02) Adviser**, with which he has
49 been associated since prior to
2002.
14
Name,
Address* and Position(s) (Month and Year Principal Occupation During
Age Year First Elected) Past 5 Years
------------ --------------------------- --------------------------------
Michael Vice President, Senior Vice President and
G. Brooks ACMIF (10/05) Senior Portfolio Manager of the
58 ANYMIF (10/05) Adviser**, with which he has
been associated since prior to
2002.
Fred S. Vice President, Senior Vice President of the
Cohen ACMIF (10/05) Adviser**, with which he has
48 ANYMIF (10/05) been associated since prior to
2002.
Paul J. Vice President, Senior Vice President of the
DeNoon ABIF (3/93) Adviser**, with which he has
44 ABGHIF (4/94) been associated since prior to
ACM VIII (10/00) 2002.
Gershon Vice President, Vice President of the
Distenfeld ABIF (3/06) Adviser**, with which he has
31 ACM VIII (3/06) been associated since prior to
2002.
Terrance Vice President, Senior Vice President of the
T. Hults ACMIF (12/01) Adviser**, with which he has
40 ANYMIF (12/01) been associated since prior to
2002.
John A. Vice President, Senior Vice President of the
Koltes AMA (9/94) Adviser**, with which he has
64 been associated since prior to
2002.
Michael Vice President, Vice President of the
L. Mon ABIF (4/00) Adviser**, with which he has
38 been associated since prior to
2002.
Daniel Vice President, Senior Vice President of the
Nordby AMA (4/99) Adviser**, with which he has
62 been associated since prior to
2002.
Michael Vice President, Senior Vice President of the
J. Reilly AMA (9/94) Adviser**, with which he has
42 been associated since prior to
2002.
Kewjin Vice President, Vice President of the Adviser**
Yuoh ABIF (11/03) since March 2003. Prior thereto,
35 he was a Vice President of
Brundage, Story & Rose since
2002.
15
Name,
Address* and Position(s) (Month and Year Principal Occupation During
Age Year First Elected) Past 5 Years
------------ ----------------------------- --------------------------------
Joseph J. Treasurer and Chief Financial Senior Vice President of
Mantineo Officer, all Funds (8/06) AllianceBernstein Investor
47 Services, Inc. ("ABIS")**, with
which he has been associated
since prior to 2002.
Vincent Controller, Vice President of ABIS**, with
S. Noto ABIF (4/96) which he has been associated
42 ABGHIF (4/96) since prior to 2002.
ACM VIII (4/96)
AMA (4/96)
Thomas R. Controller, Vice President of the
Manley ACMIF (12/01) Adviser**, with which he has
55 ANYMIF (12/01) been associated since prior to
2002.
Emilie D. Secretary, Senior Vice President, Assistant
Wrapp all Funds (10/05) General Counsel and Assistant
51 Secretary of ABI**, with which
she has been associated since
prior to 2002.
--------
* 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 ABIF, ABGHIF, ACM VIII, AMA, ACMIF and
ANYMIF as of the Record Date consisted of 242,556,996 shares of common stock of
ABIF, 67,648,715 shares of common stock of ABGHIF, 20,493,702 shares of common
stock of ACM VIII, 3,697,685 shares of common stock of AMA, 8,536,533 shares of
common stock and 1,620 shares of each of Auction Preferred Shares, Series M and
Series T of ACMIF and 4,826,667 shares of common stock and 900 shares of each
of Auction Preferred Shares, Series M and Series T of ANYMIF.
As of February 9, 2007, 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
16
Investor Solutions/Mutual Funds/Closed-End). The purposes of the Audit
Committee are to (1) assist the Board of Directors 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 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 Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees, 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".
17
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 of Directors of the Fund that the audited financial
statements of the Fund be included in the Fund's annual report to stockholders
for the most recent fiscal period.
Submitted by the Audit Committee of the Fund's Board of Directors:
David H. Dievler D. James Guzy
John H. Dobkin Nancy P. Jacklin*
Michael J. Downey Marshall C. Turner, Jr.
William H. Foulk, Jr. Earl D. Weiner**
--------
* In respect of ABIF, ACM VIII, AMA, ACMIF and ANYMIF only, as Ms. Jacklin was
not a member of the Audit Committee of ABGHIF at the time such Audit
Committee recommended the inclusion of the Fund's annual financial
statements in the stockholders report for the most recent fiscal year.
** In respect of ABIF only, as Mr. Weiner was not a member of the Audit
Committees of ABGHIF, ACM VIII, AMA, ACMIF or ANYMIF at the time such Audit
Committees recommended the inclusion of each Fund's annual financial
statements in their respective stockholder reports for their most recent
fiscal year.
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 of each Fund approved
the independent registered public accounting firm of each Fund as required by
the Act on the date specified below. The Boards of Directors of each of the
Funds at meetings held on October 31, 2006-November 2, 2006 (ABIF), February 7,
2006-February 9, 2006 (ABGHIF), August 1, 2006-August 3, 2006 (ACM VIII, 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 of ABGHIF (for the
fiscal year ending March 31, 2007), ACM VIII (September 30, 2007), ACMIF
(October 31, 2007), ANYMIF (October 31, 2007) and ABIF (December 31, 2007). The
Board of Directors of AMA at a meeting held on August 1, 2006-August 3, 2006
similarly approved by vote, cast in person, of a majority of the Directors of
the Fund, including a majority of the Directors who are not "interested
persons" of the Fund, KPMG LLP ("KPMG"), independent registered public
accounting firm, to audit the accounts of AMA for its fiscal year ending
September 30, 2007.
Ernst & Young LLP has audited the accounts of ABIF, ABGHIF, ACM VIII, 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. KPMG
has
18
audited the accounts of AMA since June 14, 2006 and has represented that it
does not have any direct financial interest or any material indirect financial
interest in the Fund. For the fiscal year ending September 30, 2005,
PricewaterhouseCoopers, LLC audited the accounts of AMA and represented that it
did not have any direct financial interest or any material indirect financial
interest in the Fund. Representatives of Ernst & Young LLP and KPMG are
expected to attend the Meeting, to have the opportunity to make a statement and
to respond to appropriate questions from the stockholders.
Change of Independent Registered Public Accounting Firm
On June 14, 2006, KPMG was selected as AMA's independent registered public
accounting firm for the 2006 fiscal year. A majority of the Fund's Board of
Directors, including a majority of the Independent Directors, approved the
appointment of KPMG. The predecessor independent registered public accounting
firm was dismissed on June 14, 2006. The predecessor independent registered
public accounting firm's reports on the Fund's financial statements for the
year ended September 30, 2005 contained no adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope, or
accounting principles. During such fiscal year and any subsequent year period
through June 14, 2006, there were no disagreements between the Fund and the
predecessor independent registered public accounting firm on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedures, which such disagreements, if not resolved to the
satisfaction of the predecessor independent registered public accounting firm,
would have caused it to make reference to the subject matter of the
disagreement in connection with its reports on the financial statements for
such years. The Fund requested that the predecessor independent registered
public accounting firm furnish it with a letter addressed to the Securities and
Exchange Commission (the "SEC") stating whether the firm agrees with the above
comments. A copy of such letter, dated June 5, 2006, was filed on June 8, 2006
as Exhibit A to Amended Exhibit 77K of Form N-SAR for the period ending March
31, 2006.
Independent Registered Public Accounting Firms' 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 reports 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
19
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
All Other Provided to
Fees for the Fund,
Services the Adviser
Audit Provided and Service
Audit Fees Related Fees Tax Fees to Fund Affiliates*
---------- ------------ -------- --------- ------------
AllianceBernstein Income 2005 $60,000 $ 3,100 $18,900 $0 $ 848,540
Fund, Inc. 2006 $70,000 $ 8,606 $19,375 $0 $1,162,557
AllianceBernstein Global High 2005 $54,000 $ 6,890 $17,704 $0 $1,320,622
Income Fund, Inc. 2006 $56,000 $ 4,960 $ 8,800 $0 $ 484,715
ACM Managed Dollar Income 2005 $53,000 $ 8,355 $18,304 $0 $ 903,852
Fund, Inc. 2006 $56,000 $ 8,460 $19,375 $0 $ 691,479
Alliance All-Market 2005** $47,000 $ 1,880 $25,150 $0 $1,005,924
Advantage Fund, Inc. 2006 $37,500 $ 0 $ 9,250 $0 $4,884,346
Alliance California Municipal 2005 $48,000 $ 9,180 $12,473 $0 $ 902,946
Income Fund, Inc. 2006 $50,000 $15,750 $12,825 $0 $1,040,619
Alliance New York Municipal 2005 $48,000 $ 9,180 $12,473 $0 $ 902,946
Income Fund, Inc. 2006 $50,000 $15,750 $12,825 $0 $1,040,619
--------
* 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.
** Fees billed by the Fund's previous independent registered public accounting
firm, PricewaterhouseCoopers, LLC.
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 2006 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 2006 were ABIF,
$159,496 (comprising $142,277 of audit related fees and $19,375 of tax fees);
ABGHIF, $13,760 (comprising $4,960 of audit related fees and $8,800 of tax
fees); ACM VIII, $161,506 (comprising $142,131 of audit related fees and
$19,375 of tax fees); AMA, $9,250 (comprising $0 of audit
20
related fees and $9,250 of tax fees); ACMIF, $162,246 (comprising $149,421 of
audit related fees and $12,825 of tax fees); and ANYMIF, $162,246 (comprising
$149,421 of audit related fees and $12,825 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 ADMINISTRATORS 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 ABIF, ABGHIF, AMA,
ACMIF and ANYMIF is the Adviser. The administrator for ACM VIII is Princeton
Administrators, L.P., 500 College Road East, Princeton, New Jersey 08540.
Effective April 1, 2007, the Adviser will become the administrator for ACM VIII.
OTHER MATTERS
Management of each Fund does not know of any matters properly to be
presented at the Meeting other than those mentioned in this Proxy Statement. If
any other matters properly come before the Meeting, the shares represented by
proxies will be voted with respect thereto in the discretion of the person or
persons voting the proxies.
SUBMISSION OF PROPOSALS FOR 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 November 6,
2007 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 2008 Annual
Meeting of Stockholders, a stockholder proposal that is not otherwise
includable in the Proxy Statement for the 2008 Annual Meeting must be delivered
by a stockholder of record to the Fund no sooner than October 7, 2007 and no
later than November 6, 2007.
The persons named as proxies for the 2008 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 October 7,
2007 and no later than November 6, 2007. If a Fund receives such timely notice,
these persons will not have this authority except as provided in the applicable
rules of the SEC.
21
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 Dennis Bowden at AllianceBernstein L.P., 1345 Avenue
of the Americas, New York, New York 10105.
By Order of the Boards of Directors,
Marc O. Mayer
President
March 5, 2007
New York, New York
22
TABLE OF CONTENTS Page
---------------------------------- ----
Introduction...................... 1
Proposal One: Election of
Directors........................ 2
Proxy Voting and Stockholder
Meeting.......................... 13
Information as to the Investment
Adviser and the Administrators of
the Funds........................ 21
Other Matters..................... 21
Submission of Proposals for the
Next Annual Meeting of
Stockholders..................... 21
Reports to Stockholders........... 22
AllianceBernstein Income Fund, Inc.
AllianceBernstein Global High Income Fund, Inc.
ACM Managed Dollar Income Fund, Inc.
Alliance All-Market Advantage Fund, Inc.
Alliance California Municipal Income Fund, Inc.
Alliance New York Municipal Income Fund, Inc.
--------------------------------------------------------------------------------
[LOGO]
ALLIANCEBERNSTEIN
Investments
--------------------------------------------------------------------------------
NOTICE OF
JOINT ANNUAL MEETING
OF STOCKHOLDERS
AND PROXY STATEMENT
March 28, 2007
FORM OF PROXY FORM OF PROXY
ALLIANCEBERNSTEIN INCOME FUND, INC.
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON MARCH 28, 2007
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
Christina A. Morse, 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 11:00 a.m.,
Eastern Time, on March 28, 2007 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 2010).
Please mark votes as in this example: /X/
FOR ALL
WITHHOLD EXCEPT AS
1. Election of Directors FOR ALL FROM ALL NOTED
NOMINEES NOMINEES BELOW
/ / / / / /
John H. Dobkin / /
Michael J. Downey / /
Nancy P. Jacklin / /
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 __________, 2007
SK 00250 0209 751619