As filed with the Securities and Exchange Commission on September 25, 2007
Securities Act File No. 333-138925
Investment Company Act File No. 811-10573
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. [__]
Post-Effective Amendment No. 1
(Check appropriate box or boxes)
AllianceBernstein National Municipal Income Fund, Inc.
(Exact Name of Registrant as Specified in Charter)
(800) 221-5672
(Area Code and Telephone Number)
1345 Avenue of the Americas, New York, New York 10105
(Address of Principal Executive Office) (Zip Code)
EMILIE D.WRAPP
AllianceBernstein L.P.
1345 Avenue of the Americas
New York, New York 10105
(Name and Address of Agent for Service)
Copies of communications to:
Kathleen K. Clarke
Seward & Kissel LLP
1200 G Street, N.W.
Washington, D.C. 20005
EXPLANATORY NOTE
The Joint Proxy Statement/Prospectus and the Statement of Additional
Information in the form filed on January 10, 2007 pursuant to Rule 497 of the
General Rules and Regulations under the Securities Act of 1933, as amended, are
incorporated herein by reference.
This amendment is being filed for the sole purpose of filing, as Exhibit 12
to this Registration Statement, the tax opinion of Seward & Kissel LLP, tax
counsel for the Registrant.
PART C
OTHER INFORMATION
Item 15 Indemnification
It is the Registrant's policy to indemnify its directors and officers, employees
and other agents to the maximum extent permitted by Section 2-418 of the General
Corporation Law of the State of Maryland and as set forth in Article EIGHTH of
Registrant's Amended Articles of Incorporation filed as Exhibit (1) in response
to Item 16, Article IX of the Registrant's Bylaws filed as Exhibit (2) in
response to Item 16 and Section 8 of the Underwriting Agreement filed as Exhibit
(13)(e) in response to Item 16. The Adviser's liability for any loss suffered by
the Registrant or its stockholders is set forth in Section 4 of the Investment
Management Agreement filed as Exhibit (6) in response to Item 16, all as set
forth below.
SECTION 2-418 OF THE MARYLAND GENERAL CORPORATION LAW READS AS FOLLOWS:
"2-418 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS.--
(a) In this section the following words have the meaning indicated.
(1) "Director" means any person who is or was a director of a
corporation and any person who, while a director of a corporation, is
or was serving at the request of the corporation as a director,
officer, partner, trustee, employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust, other
enterprise, or employee benefit plan.
(2) "Corporation" includes any domestic or foreign predecessor entity
of a corporation in a merger, consolidation, or other transaction in
which the predecessor's existence ceased upon consummation of the
transaction.
(3) "Expenses" include attorney's fees.
(4) "Official capacity" means the following:
(i) When used with respect to a director, the office of director
in the corporation; and
(ii) When used with respect to a person other than a director as
contemplated in subsection (j), the elective or appointive office
in the corporation held by the officer, or the employment or
agency relationship undertaken by the employee or agent in behalf
of the corporation.
(iii) "Official capacity" does not include service for any other
foreign or domestic corporation or any partnership, joint
venture, trust, other enterprise, or employee benefit plan.
(5) "Party" includes a person who was, is, or is threatened to be made
a named defendant or respondent in a proceeding.
(6) "Proceeding" means any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative, or
investigative.
(b)(1) A corporation may indemnify any director made a party to any
proceeding by reason of service in that capacity unless it is established
that:
(i) The act or omission of the director was material to the
matter giving rise to the proceeding; and
1. Was committed in bad faith; or
2. Was the result of active and deliberate dishonesty; or
(ii) The director actually received an improper personal benefit
in money, property, or services; or
(iii) In the case of any criminal proceeding, the director had
reasonable cause to believe that the act or omission was
unlawful.
(2) (i) Indemnification may be against judgments, penalties, fines,
settlements, and reasonable expenses actually incurred by the director
in connection with the proceeding.
(ii) However, if the proceeding was one by or in the right of the
corporation, indemnification may not be made in respect of any
proceeding in which the director shall have been adjudged to be
liable to the corporation.
(3) (i) The termination of any proceeding by judgment, order or
settlement does not create a presumption that the director did not
meet the requisite standard of conduct set forth in this subsection.
(ii) The termination of any proceeding by conviction, or a plea
of nolo contendere or its equivalent, or an entry of an order of
probation prior to judgment, creates a rebuttable presumption
that the director did not meet that standard of conduct.
(4) A corporation may not indemnify a director or advance expenses
under this section for a proceeding brought by that director against
the corporation, except:
(i) For a proceeding brought to enforce indemnification under
this section; or
(ii) If the charter or bylaws of the corporation, a resolution of
the board of directors of the corporation, or an agreement
approved by the board of directors of the corporation to which
the corporation is a party expressly provide otherwise.
(c) A director may not be indemnified under subsection (b) of this section
in respect of any proceeding charging improper personal benefit to the
director, whether or not involving action in the director's official
capacity, in which the director was adjudged to be liable on the basis that
personal benefit was improperly received.
(d) Unless limited by the charter:
(1) A director who has been successful, on the merits or otherwise, in
the defense of any proceeding referred to in subsection (b) of this
section shall be indemnified against reasonable expenses incurred by
the director in connection with the proceeding.
(2) A court of appropriate jurisdiction upon application of a director
and such notice as the court shall require, may order indemnification
in the following circumstances:
(i) If it determines a director is entitled to reimbursement
under paragraph (1) of this subsection, the court shall order
indemnification, in which case the director shall be entitled to
recover the expenses of securing such reimbursement; or
(ii) If it determines that the director is fairly and reasonably
entitled to indemnification in view of all the relevant
circumstances, whether or not the director has met the standards
of conduct set forth in subsection (b) of this section or has
been adjudged liable under the circumstances described in
subsection (c) of this section, the court may order such
indemnification as the court shall deem proper. However,
indemnification with respect to any proceeding by or in the right
of the corporation or in which liability shall have been adjudged
in the circumstances described in subsection (c) shall be limited
to expenses.
(3) A court of appropriate jurisdiction may be the same court in which
the proceeding involving the director's liability took place.
(e)(1) Indemnification under subsection (b) of this section may not be made
by the corporation unless authorized for a specific proceeding after a
determination has been made that indemnification of the director is
permissible in the circumstances because the director has met the standard
of conduct set forth in subsection (b) of this section.
(2) Such determination shall be made:
(i) By the board of directors by a majority vote of a quorum
consisting of directors not, at the time, parties to the
proceeding, or, if such a quorum cannot be obtained, then by a
majority vote of a committee of the board consisting solely of
two or more directors not, at the time, parties to such
proceeding and who were duly designated to act in the matter by a
majority vote of the full board in which the designated directors
who are parties may participate;
(ii) By special legal counsel selected by the board of directors
or a committee of the board by vote as set forth in subparagraph
(i) of this paragraph, or, if the requisite quorum of the full
board cannot be obtained therefor and the committee cannot be
established, by a majority vote of the full board in which
directors who are parties may participate; or
(iii) By the stockholders.
(3) Authorization of indemnification and determination as to
reasonableness of expenses shall be made in the same manner as the
determination that indemnification is permissible. However, if the
determination that indemnification is permissible is made by special
legal counsel, authorization of indemnification and determination as
to reasonableness of expenses shall be made in the manner specified in
subparagraph (ii) of paragraph (2) of this subsection for selection of
such counsel.
(4) Shares held by directors who are parties to the proceeding may not
be voted on the subject matter under this subsection.
(f)(1) Reasonable expenses incurred by a director who is a party to a
proceeding may be paid or reimbursed by the corporation in advance of the
final disposition of the proceeding, upon receipt by the corporation of:
(i) A written affirmation by the director of the director's good
faith belief that the standard of conduct necessary for
indemnification by the corporation as authorized in this section
has been met; and
(ii) A written undertaking by or on behalf of the director to
repay the amount if it shall ultimately be determined that the
standard of conduct has not been met.
(2) The undertaking required by subparagraph (ii) of paragraph (1) of
this subsection shall be an unlimited general obligation of the
director but need not be secured and may be accepted without reference
to financial ability to make the repayment.
(3) Payments under this subsection shall be made as provided by the
charter, bylaws, or contract or as specified in subsection (e) of this
section.
(g) The indemnification and advancement of expenses provided or authorized
by this section may not be deemed exclusive of any other rights, by
indemnification or otherwise, to which a director may be entitled under the
charter, the bylaws, a resolution of stockholders or directors, an
agreement or otherwise, both as to action in an official capacity and as to
action in another capacity while holding such office.
(h) This section does not limit the corporation's power to pay or reimburse
expenses incurred by a director in connection with an appearance as a
witness in a proceeding at a time when the director has not been made a
named defendant or respondent in the proceeding.
(i) For purposes of this section:
(1) The corporation shall be deemed to have requested a director to
serve an employee benefit plan where the performance of the director's
duties to the corporation also imposes duties on, or otherwise
involves services by, the director to the plan or participants or
beneficiaries of the plan:
(2) Excise taxes assessed on a director with respect to an employee
benefit plan pursuant to applicable law shall be deemed fines; and
(3) Action taken or omitted by the director with respect to an
employee benefit plan in the performance of the director's duties for
a purpose reasonably believed by the director to be in the interest of
the participants and beneficiaries of the plan shall be deemed to be
for a purpose which is not opposed to the best interests of the
corporation.
(j) Unless limited by the charter:
(1) An officer of the corporation shall be indemnified as and to the
extent provided in subsection (d) of this section for a director and
shall be entitled, to the same extent as a director, to seek
indemnification pursuant to the provisions of subsection (d);
(2) A corporation may indemnify and advance expenses to an officer,
employee, or agent of the corporation to the same extent that it may
indemnify directors under this section; and
(3) A corporation, in addition, may indemnify and advance expenses to
an officer, employee, or agent who is not a director to such further
extent, consistent with law, as may be provided by its charter,
bylaws, general or specific action of its board of directors or
contract.
(k)(1) A corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee, or agent of the
corporation, or who, while a director, officer, employee, or agent of the
corporation, is or was serving at the request, of the corporation as a
director, officer, partner, trustee, employee, or agent of another foreign
or domestic corporation, partnership, joint venture, trust, other
enterprise, or employee benefit plan against any liability asserted against
and incurred by such person in any such capacity or arising out of such
person's position, whether or not the corporation would have the power to
indemnify against liability under the provisions of this section.
(2) A corporation may provide similar protection, including a trust
fund, letter of credit, or surety bond, not inconsistent with this
section.
(3) The insurance or similar protection may be provided by a
subsidiary or an affiliate of the corporation.
(1) Any indemnification of, or advance of expenses to, a director in
accordance with this section, if arising out of a proceeding by or in the
right of the corporation, shall be reported in writing to the stockholders
with the notice of the next stockholders' meeting or prior to the meeting."
ARTICLE EIGHTH OF THE REGISTRANT'S ARTICLES OF INCORPORATION READS AS
FOLLOWS:
"(1) To the fullest extent that limitations on the liability of
directors and officers are permitted by the Maryland General
Corporation Law, no director or officer of the Corporation shall have
any liability to the Corporation or its stockholders for money
damages. This limitation on liability applies to events occurring at
the time a person serves as a director or officer of the Corporation
whether or not such person is a director or officer at the time of any
proceeding in which liability is asserted.
(2) The Corporation shall indemnify and advance expenses to its
currently acting and its former directors to the fullest extent that
indemnification of directors is permitted by the Maryland General
Corporation Law. The Corporation shall indemnify and advance expenses
to its officers to the same extent as its directors and to such
further extent as is consistent with law. The Board of Directors may
by Bylaw, resolution or agreement make further provisions for
indemnification of directors, officers, employees and agents to the
fullest extent permitted by the Maryland General Corporation Law.
(3) No provision of this Article EIGHTH shall be effective to protect
or purport to protect any director or officer of the Corporation
against any liability to the Corporation or its security holders to
which he would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties
involved in the conduct to his office.
(4) References to the Maryland General Corporation Law in this Article
EIGHTH are to that law as from time to time amended. No amendment to
the Charter of the Corporation shall affect any right of any person
under this Article EIGHTH based on any event, omission or proceeding
prior to the amendment."
ARTICLE IX OF THE REGISTRANT'S BY-LAWS READS AS FOLLOWS:
"To the maximum extent permitted by Maryland law in effect from time
to time, the Corporation shall indemnify and, without requiring a
preliminary determination of the ultimate entitlement to
indemnification, shall pay or reimburse reasonable expenses in advance
of final disposition of a proceeding to (a) any individual who is a
present or former director or officer of the Corporation and who is
made or threatened to be made a party to the proceeding by reason of
his or her service in any such capacity or (b) any individual who,
while a director or officer of the Corporation and at the request of
the Corporation, serves or has served as a director, officer, partner
or trustee of another corporation, real estate investment trust,
partnership, joint venture, trust, employee benefit plan or other
enterprise and who is made or threatened to be made a party to the
proceeding by reason of his or her service in any such capacity. The
Corporation may, with the approval of its Board of Directors or any
duly authorized committee thereof, provide such indemnification and
advance for expenses to a person who served a predecessor of the
Corporation in any of the capacities described in (a) or (b) above and
to any employee or agent of the Corporation or a predecessor of the
Corporation. The termination of any claim, action, suit or other
proceeding involving any person, by judgment, settlement (whether with
or without court approval) or conviction or upon a plea of guilty or
nolo contendere, or its equivalent, shall not create a presumption
that such person did not meet the standards of conduct required for
indemnification or payment of expenses to be required or permitted
under Maryland law, these Bylaws or the Charter. Any indemnification
or advance of expenses made pursuant to this Article shall be subject
to applicable requirements of the 1940 Act. The indemnification and
payment of expenses provided in these Bylaws shall not be deemed
exclusive of or limit in any way other rights to which any person
seeking indemnification or payment of expenses may be or may become
entitled under any bylaw, regulation, insurance, agreement or
otherwise.
Neither the amendment nor repeal of this Article, nor the adoption or
amendment of any other provision of the Bylaws or Charter inconsistent
with this Article, shall apply to or affect in any respect the
applicability of the preceding paragraph with respect to any act or
failure to act which occurred prior to such amendment, repeal or
adoption."
SECTION 8 OF THE REGISTRANT'S UNDERWRITING AGREEMENT READS AS FOLLOWS:
The Underwriting Agreement between the Registrant, AllianceBernstein
L.P. (formerly known as Alliance Capital Management L.P.) (the
"Manager") and Salomon Smith Barney Inc. (the "Underwriter") provides
that:
"the Registrant and the Manager will, jointly and severally, agree to
indemnify and hold harmless the Underwriter and each person, if any,
who controls the Underwriter within the meaning of Section 15 of the
Securities Act of 1933 or Section 20 of the Securities Exchange Act of
1934, from and against any and all losses, claims, damages,
liabilities and expenses, joint or several (including reasonable costs
of investigation) arising out of or based upon any untrue statement or
alleged untrue statement of a material fact contained in the
Registration Statement, the Prospectus, any Prepricing Prospectus, any
sales material (or any amendment or supplement to any of the
foregoing) or arising out of or based upon any omission or alleged
omission to state therein a material fact required to be stated
therein or necessary to make the statements therein (in the case of a
prospectus, in light of the circumstances under which they were made)
not misleading, except insofar as such losses, claims, damages,
liabilities or expenses arise out of or are based upon any untrue
statement or omission or alleged untrue statement or omission which
has been made therein or omitted therefrom in reliance upon and in
conformity with the information relating to such Underwriter furnished
in writing to the Fund by or on behalf of the Underwriter expressly
for use in connection therewith; provided, however, that the foregoing
indemnity with respect to the Registration Statement, the Prospectus
or any Prepricing Prospectuses (or any amendment or supplement to any
of the foregoing) shall not inure to the benefit of any Underwriter
from whom the person asserting any loss, claim, damage, liability or
expense purchased Shares, if it is shown that a copy of the
Prospectus, as then amended or supplemented, which would have cured
any defect giving rise to such loss, claim, damage, liability or
expense was not sent or delivered to such person by or on behalf of
such Underwriter, if required by law to be so delivered, at or prior
to the confirmation of the sale of such Shares to such person and such
Prospectus, amendments and supplements had been provided by the
Registrant to the Underwriter in the requisite quantity and on a
timely basis to permit proper delivery. The foregoing indemnity
agreement shall be in addition to any liability which the Registrant
or the Manager may otherwise have."
SECTION 4 OF THE REGISTRANT'S INVESTMENT MANAGEMENT AGREEMENT READS AS
FOLLOWS:
"We shall expect of you, and you will give us the benefit of, your
best judgment and efforts in rendering these services to us, and we
agree as an inducement to your undertaking these services that you
shall not be liable hereunder for any mistake of judgment or in any
event whatsoever, except for lack of good faith, provided that nothing
herein shall be deemed to protect, or purport to protect, you against
any liability to us or to our security holders to which you would
otherwise be subject by reason of willful misfeasance, bad faith or
gross negligence in the performance of your duties hereunder, or by
reason of your reckless disregard of your obligations and duties
hereunder."
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
In accordance with Release No. IC-11330 (September 2, 1980), the Registrant will
indemnify its directors, officers, investment manager and principal underwriters
only if (1) a final decision on the merits was issued by the court or other body
before whom the proceeding was brought that the person to be indemnified (the
"indemnitee") was not liable by reason or willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office ("disabling conduct") or (2) a reasonable determination is made, based
upon a review of the facts, that the indemnitee was not liable by reason of
disabling conduct, by (a) the vote of a majority of a quorum of the directors
who are neither "interested persons" of the Registrant as defined in section
2(a)(19) of the Investment Company Act of 1940 nor parties to the proceeding
("disinterested, non-party directors"), or (b) an independent legal counsel in a
written opinion. The Registrant will advance attorneys fees or other expenses
incurred by its directors, officers, investment adviser or principal
underwriters in defending a proceeding, upon the undertaking by or on behalf of
the indemnitee to repay the advance unless it is ultimately determined that he
is entitled to indemnification and, as a condition to the advance, (1) the
indemnitee shall provide a security for his undertaking, (2) the Registrant
shall be insured against losses arising by reason of any lawful advances, or (3)
a majority of a quorum of disinterested, non-party directors of the Registrant,
or an independent legal counsel in a written opinion, shall determine, based on
a review of readily available facts (as opposed to a full trial-type inquiry),
that there is reason to believe that the indemnitee ultimately will be found
entitled to indemnification.
The Registrant participates in a joint trustees/directors and officers liability
insurance policy issued by the ICI Mutual Insurance Company. Coverage under this
policy has been extended to directors, trustees and officers of the investment
companies managed by AllianceBernstein L.P. Under this policy, outside trustees
and directors are covered up to the limits specified for any claim against them
for acts committed in their capacities as trustee or director. A pro rata share
of the premium for this coverage is charged to each investment company and to
the Adviser.
Item 16 Exhibits
(1)(a) Articles of Incorporation of the Registrant (1)
(1)(b) Articles of Amendment to the Articles of Incorporation dated
November 29, 2001(2)
(1)(c) Certificate of Correction to the Articles of Incorporation dated
January 8, 2002(3)
(1)(d) Articles Supplementary dated March 22, 2002(4)
(1)(e) Certificate of Correction dated March 26, 2002(5)
(1)(f) Articles Supplementary dated June 14, 2006(5)
(2) Amended and Restated Bylaws(6)
(3) Not applicable
(4) Plan of Acquisition and Liquidation(7)
(5) Not applicable
(6)(a) Investment Management Agreement between the Registrant and
AllianceBernstein L.P. (formerly Alliance Capital Management L.P.) (3)
(7) Underwriting Agreement(8)
(8) Not applicable
(9) Custodian Agreement between the Registrant and State Street Bank and
Trust Company (3)
(10) Not applicable
(11) Opinion of Seward & Kissel LLP as to the legality of the securities
being registered (6)
(12) Opinion of Seward & Kissel LLP as to tax consequences (9)
(13)(a) Transfer Agency Agreement between the Registrant and Computershare
Trust Company, N.A. (formerly known as EquiServe Trust Company) (3)
(13)(b) Shareholder Inquiry Agency Agreement with AllianceBernstein Investor
Services, Inc., (formerly, Alliance Fund Services, Inc.) (3)
(13)(c) Form of Auction Agency Agreement between the Registrant and The Bank
of New York(8)
(13)(d) Dividend Reinvestment and Cash Purchase Plan (3)
(13)(e) Form of Underwriting Agreement(8)
(13)(f) Form of Broker Dealer Agreement as to Registrant's Preferred Shares(8)
(13)(g) Form of The Depository Trust Company Representations Letter as to the
Registrant's Preferred Shares(8)
(13)(h) Investment Representation Letter(3)
(14) Consent of Ernst & Young LLP, independent auditors for ACM Municipal
Securities Income Fund, Inc. and the Registrant (5)
(15) Not applicable
(16) Powers of Attorney (5)
----------
1. Incorporated by reference from the Registrant's Registration Statement on
Form N-2 for the issuance of Common Shares (File Nos. 333-82894 and 811-10573)
filed with the SEC on November 9, 2001.
2. Incorporated by reference from the Registrant's Registration Statement on
Form N-2/A for the issuance of Common Shares (File Nos. 333-73130 and 811-10573)
filed with the SEC on December 21, 2001.
3. Incorporated by reference from the Registrant's Registration Statement on
Form N-2/A for the issuance of Common Shares (File Nos. 333-73130 and 811-10573)
filed with the SEC on January 25, 2002.
4. Incorporated by reference from the Registrant's Registration Statement on
Form N-2 (File Nos. 333-73130 and 811- 10573) filed on February 15, 2002 and as
updated by the Registrant's 497 filing filed with the SEC on March 26, 2002.
5. Incorporated by reference from Registrant's Registration Statement on Form
N-14 (File Nos. 333-138925 and 811-10573) filed on November 22, 2006.
6. Incorporated by reference to Exhibit 77Q1 from Registrant's Form N-SAR-A
filing (File No. 811- 10573) filed with the SEC on June 29, 2006.
7. Incorporated by reference from Appendix E to Part A of Registrant's
Registration Statement on Form N-14 (File Nos. 333-138925 and 811-10573) filed
on November 22, 2006.
8. Incorporated by reference from the Registrant's Registration Statement on
Form N-2/A (File Nos. 333-73130 and 811-10573) filed with the SEC on March 22,
2002.
9. Filed herewith.
Item 17. Undertakings.
(1) The undersigned Registrant agrees that prior to any public reoffering of the
securities registered through the use of a prospectus which is a part of this
Registration Statement by any person or party who is deemed to be an underwriter
within the meaning of Rule 145(c) under the Securities Act of 1933 (17 CFR
230.145c), the reoffering prospectus will contain the information called for by
the applicable registration form for reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items of
the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is filed under
paragraph (1) above will be filed as a part of an amendment to the Registration
Statement and will not be used until the amendment is effective, and that, in
determining any liability under the 1933 Act, each post-effective amendment
shall be deemed to be a new registration statement for the securities offered
therein, and the offering of the securities at that time shall be deemed to be
the initial bona fide offering of them.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment to the Registration Statement on Form
N-14 to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of New York, on the 25th day of September, 2007.
ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME
FUND, INC.
By: Marc O. Mayer*
-----------------
Marc O. Mayer
President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment to the Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
1. Principal Executive Officer:
Marc O. Mayer* President and Chief September 25, 2007
Executive Officer
2. Principal Financial and
Accounting Officer:
/s/ Joseph J. Mantineo Treasurer and September 25, 2007
---------------------- Chief Financial
Joseph J. Mantineo Officer
3. Majority of Directors
David H. Dievler*
John H. Dobkin*
Michael J. Downey*
William H. Foulk, Jr.*
D. James Guzy*
Nancy P. Jacklin*
Marc O. Mayer*
Marshall C. Turner, Jr.*
*By: /s/ Andrew L. Gangolf September 25, 2007
----------------------
Andrew L. Gangolf
(Attorney-in-fact)
Index to Exhibits
Exhibit No. Description of Exhibits
(12) Tax Opinion of Seward & Kissel LLP
SK 00250 0209 812608