SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. ___)
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/_/ Soliciting Materials Pursuant to Section 240.14a-12
AllianceBernstein National Municipal Income Fund, Inc.
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[A/B]
[LOGO]/R/
ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC.
ALLIANCEBERNSTEIN NATIONAL 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 27, 2019
To the stockholders of AllianceBernstein Global High Income Fund, Inc.
("AGHIF") and AllianceBernstein National Municipal Income Fund, Inc. ("ANMIF"):
Notice is hereby given that a Joint Annual Meeting of Stockholders (the
"Meeting") of AGHIF and ANMIF, each of which is a Maryland corporation (each, a
"Fund" and collectively, the "Funds"), will be held at the offices of the
Funds, 1345 Avenue of the Americas, 41/st/ Floor, New York, New York 10105, on
March 27, 2019 at 3:00 p.m., Eastern Time, for the following purposes, each of
which is more fully described in the accompanying Proxy Statement dated
February 28, 2019:
1. To elect two Class One Directors of each Fund, each such Director to
hold office for a term ending at the third annual meeting of
stockholders following his or her election 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
or any postponement or adjournment thereof.
Any stockholder of record of AGHIF or ANMIF at the close of business on
February 21, 2019 is entitled to notice of, and to vote at, the Meeting or any
postponement or adjournment thereof. The enclosed proxy is being solicited on
behalf of the Board of Directors of each Fund.
By Order of the Boards of Directors,
/s/ Emilie D. Wrapp
-------------------------
Emilie D. Wrapp
Secretary
New York, New York
February 28, 2019
--------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, SIGN
AND DATE IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF
MAILED IN THE UNITED STATES. YOU MAY ALSO, BY TELEPHONE OR THROUGH THE
INTERNET, AUTHORIZE PROXIES TO CAST YOUR VOTE. TO DO SO, PLEASE FOLLOW THE
INSTRUCTIONS ON THE ENCLOSED PROXY CARD. YOUR VOTE IS VERY IMPORTANT NO MATTER
HOW MANY SHARES YOU OWN. PLEASE COMPLETE, DATE, SIGN AND RETURN YOUR PROXY
PROMPTLY IN ORDER TO SAVE THE FUNDS ANY ADDITIONAL COST OF FURTHER PROXY
SOLICITATION AND IN ORDER FOR THE MEETING TO BE HELD AS SCHEDULED.
--------------------------------------------------------------------------------
The [A/B] Logo is a service mark of AllianceBernstein and AllianceBernstein(R)
is a registered trademark used by permission of its owner, AllianceBernstein
L.P.
PROXY STATEMENT
ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC.
ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC.
1345 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10105
-----------------
JOINT ANNUAL MEETING OF STOCKHOLDERS
MARCH 27, 2019
-----------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the respective Boards of Directors (collectively, the
"Board") of AllianceBernstein Global High Income Fund, Inc. ("AGHIF") and
AllianceBernstein National Municipal Income Fund, Inc. ("ANMIF"), each of which
is a Maryland corporation (each, a "Fund" and collectively, the "Funds"), to be
exercised at a Joint Annual Meeting of Stockholders of the Funds (the
"Meeting"), to be held at the offices of the Funds, 1345 Avenue of the
Americas, New York, New York 10105, on March 27, 2019 at 3:00 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 28, 2019.
Any stockholder who owned shares of AGHIF or ANMIF at the close of business
on February 21, 2019 (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.
As permitted by law, only one copy of this Proxy Statement may be delivered
to a Fund's stockholders residing at the same address, unless such stockholders
have notified the Fund of their desire to receive multiple copies of the
stockholder reports and proxy statements that the Fund sends. If you would like
to receive an additional copy, please call (800) 227-4618 or write to Cathleen
Crandall at AllianceBernstein L.P., 1345 Avenue of the Americas, New York, New
York 10105. The Fund will then promptly deliver, upon request, a separate copy
of this Proxy Statement to any stockholder residing at an address to which only
one copy was mailed. Stockholders of a Fund wishing to receive separate copies
of the Fund's stockholder reports and proxy statements in the future, and
stockholders sharing an address that wish to receive a single copy if they are
receiving multiple copies, should also send a request as indicated.
IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDERS' MEETING TO BE HELD ON WEDNESDAY, MARCH 27, 2019. THE PROXY
STATEMENT IS AVAILABLE ON THE INTERNET AT
WWW.ALLIANCEBERNSTEIN.COM/ABFUNDSPROXY.
1
PROPOSAL ONE:
ELECTION OF DIRECTORS
Under the Funds' respective Charters and Bylaws, the Board has been divided
into three classes of Directors serving staggered terms of three years.
Generally, one class of Directors is nominated each year by the Board for
election by the Fund's stockholders. For each Fund, 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 2020, and the
terms of Class Three Directors will expire as of the annual meeting of
stockholders to be held in 2021. Upon expiration of the terms of the Directors
of each class as set forth above, their successors in that class will be
elected to serve for a term ending at the third annual meeting following their
election and when their successors are duly elected and qualify.
Under this classified Board structure, 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 such Directors are not then standing for
re-election. This classified Board structure, which may be regarded as an
"anti-takeover" provision, may make it more difficult for a Fund's stockholders
to change the majority of Directors of the Fund and, thus, have the effect of
maintaining the continuity of management.
At the Meeting, the holders of the preferred stock of ANMIF, including each
series of Auction Preferred Shares, the Variable Rate MuniFund Term Preferred
Shares and the 2018 Variable Rate MuniFund Term Preferred Shares (the
"Preferred Stockholders"), voting separately as a class, have the right to
elect a Director of ANMIF ("Preferred Director"). The Preferred Stockholders
will have equal voting rights with the holders of the common stock of ANMIF
(i.e., one vote per share) and will vote together with the holders of the
common stock as a single class on the other Class One Director standing for
election at the Meeting and on any other proposals that may be properly
presented at the Meeting applicable to ANMIF, as described below.
At the Meeting, Nancy P. Jacklin is standing for election as a Class One
Director of each Fund. Michael J. Downey is standing for election as a
Class One Director of AGHIF, and as a Class One Preferred Director of ANMIF.
Each nominee has consented to serve as a Director. The Board knows of no reason
why any of the nominees will be unable to serve, but in the event any nominee
is unable to serve, or for good cause will not serve, the proxies received
indicating a vote in favor of such nominee will be voted for such substitute
nominee as the Board may recommend.
The affirmative vote of a majority of the votes entitled to be cast is
required to elect a Director. The affirmative vote of a majority of the votes
entitled to be cast by the Preferred Stockholders of ANMIF, voting separately,
is required to elect a Preferred Director. It is the intention of the persons
named in the enclosed proxy to vote in favor of the election of each of the
nominees.
2
Certain information concerning the Funds' Directors and the nominees is set
forth below.
NUMBER OF
YEAR PORTFOLIOS
TERM IN
AS A AB FUND OTHER
DIRECTOR PRINCIPAL OCCUPATION(S) COMPLEX DIRECTORSHIPS
NAME, ADDRESS* WILL YEARS OF DURING PAST 5 YEARS AND OVERSEEN CURRENTLY HELD
AND AGE EXPIRE SERVICE** OTHER INFORMATION BY DIRECTOR BY DIRECTOR
---------------------------- ---------- ----------- --------------------------------- ----------- ---------------
INDEPENDENT
DIRECTORS
Marshall C. Turner, Jr.,/#/ Class Each Fund: Private Investor since prior to 95 Xilinx, Inc.
Chairman of the Board Three 14 2014. Former Chairman and (programmable
77 (2021) CEO of Dupont Photomasks, logic semi-
Inc. (components of semi- conductors)
conductor manufacturing). He since 2007
has extensive operating and
leadership and venture capital SunEdison,
investing experience, including Inc. (solar
five interim or full-time CEO materials and
roles, and prior service as power plants)
general partner of institutional since prior to
venture capital partnerships. He 2014 until
also has extensive non-profit July 2014
board leadership experience,
and currently serves on the
boards of two education and
science-related non-profit
organizations. He has served as
a director of one AB fund since
1992, and director or trustee of
multiple AB Funds since 2005.
He has been Chairman of the
AB Funds since January 2014,
and the Chairman of the
Independent Directors
Committees of such AB Funds
since February 2014.
Michael J. Downey,/#/ Class One Each Fund: Private Investor since prior to 95
75 (2022)+ 14 2014. Formerly, director of
The Asia Pacific Fund, Inc.
(registered investment
company) since prior to 2014
until January 2019; managing
partner of Lexington Capital,
LLC (investment advisory
firm) from December 1997
until December 2003. He
served as a Director of
Prospect Acquisition Corp.
(financial services) from 2007
until 2009. From 1987 until
1993, Chairman and CEO of
Prudential Mutual Fund
Management, director of the
Prudential mutual funds, and
member of the Executive
Committee of Prudential
Securities Inc. He has served
as a director or trustee of the
AB Funds since 2005 and is a
director and chairman of one
other registered investment
company.
3
NUMBER OF
YEAR PORTFOLIOS
TERM IN
AS A AB FUND OTHER
DIRECTOR PRINCIPAL OCCUPATION(S) COMPLEX DIRECTORSHIPS
NAME, ADDRESS* WILL YEARS OF DURING PAST 5 YEARS AND OVERSEEN CURRENTLY HELD
AND AGE EXPIRE SERVICE** OTHER INFORMATION BY DIRECTOR BY DIRECTOR
--------------------- ---------- ----------- ----------------------------------- ----------- --------------
Nancy P. Jacklin,/#/ Class One Each Fund: Private investor since prior to 95 None
70 (2022)+ 13 2014. Professorial Lecturer at
the Johns Hopkins School of
Advanced International Studies
(2008-2015). U.S. Executive
Director of the International
Monetary Fund (which is
responsible for ensuring the
stability of the international
monetary system), (December
2002-May 2006); Partner,
Clifford Chance (1992-2002);
Sector Counsel, International
Banking and Finance, and
Associate General Counsel,
Citicorp (1985-1992); Assistant
General Counsel
(International), Federal Reserve
Board of Governors (1982-
1985); and Attorney Advisor,
U.S. Department of the
Treasury (1973-1982). Member
of the Bar of the District of
Columbia and of New York;
and member of the Council on
Foreign Relations. She has
served as a director or trustee of
the AB Funds since 2006 and
has been Chair of the
Governance and Nominating
Committees of the AB Funds
since August 2014.
4
NUMBER OF
YEAR PORTFOLIOS
TERM IN
AS A AB FUND OTHER
DIRECTOR PRINCIPAL OCCUPATION(S) COMPLEX DIRECTORSHIPS
NAME, ADDRESS* WILL YEARS OF DURING PAST 5 YEARS AND OVERSEEN CURRENTLY HELD
AND AGE EXPIRE SERVICE** OTHER INFORMATION BY DIRECTOR BY DIRECTOR
---------------------- ---------- ----------- ------------------------------ ----------- --------------
Carol C. McMullen,/#/ Class Two Each Fund: Managing Director of Slalom 95 None
63 (2020) 3 Consulting (consulting) since
2014 and private investor and
member of the Partners
Healthcare Investment
Committee. Formerly,
Director of Norfolk &
Dedham Group (mutual
property and casualty
insurance) from 2011 until
November 2016; Director of
Partners Community
Physicians Organization
(healthcare) from 2014 until
December 2016; and
Managing Director of The
Crossland Group (consulting)
from 2012 until 2013. She has
held a number of senior
positions in the asset and
wealth management industries,
including at Eastern Bank
(where her roles included
President of Eastern Wealth
Management), Thomson
Financial (Global Head of
Sales for Investment
Management), and Putnam
Investments (where her roles
included Head of Global
Investment Research). She has
served on a number of private
company and non-profit
boards, and as a director or
trustee of the AB Funds since
June 2016.
5
NUMBER OF
YEAR PORTFOLIOS
TERM IN
AS A AB FUND OTHER
DIRECTOR PRINCIPAL OCCUPATION(S) COMPLEX DIRECTORSHIPS
NAME, ADDRESS* WILL YEARS OF DURING PAST 5 YEARS AND OVERSEEN CURRENTLY HELD
AND AGE EXPIRE SERVICE** OTHER INFORMATION BY DIRECTOR BY DIRECTOR
------------------- ------------ ----------- --------------------------------- ----------- --------------
Garry L. Moody,/#/ Class Three Each Fund: Independent Consultant. 95 None
66 (2021) 11 Formerly, Partner, Deloitte &
Touche LLP (1995-2008),
where he held a number of
senior positions, including
Vice Chairman, and U.S. and
Global Investment
Management Practice
Managing Partner; President,
Fidelity Accounting and
Custody Services Company
(1993-1995), where he was
responsible for accounting,
pricing, custody and reporting
for the Fidelity mutual funds;
and Partner, Ernst & Young
LLP (1975-1993), where he
served as the National Director
of Mutual Fund Tax Services
and Managing Partner of its
Chicago Office Tax
Department. He is a member
of the Trustee Advisory Board
of BoardIQ, a biweekly
publication focused on issues
and news affecting directors of
mutual funds. He has served as
a director or trustee, and as
Chairman of the Audit
Committees of the AB Funds
since 2008.
Earl D. Weiner,/#/ Class Three Each Fund: Of Counsel, and Partner prior 95 None
79 (2021) 12 to January 2007, of the law
firm Sullivan & Cromwell
LLP and is a former member
of the ABA Federal
Regulation of Securities
Committee Task Force to draft
editions of the Fund Director's
Guidebook. He also serves as
a director or trustee of various
non-profit organizations and
has served as Chairman or
Vice Chairman of a number of
them. He has served as a
director or trustee of the AB
Funds since 2007 and served
as Chairman of the
Governance and Nominating
Committees of the AB Funds
from 2007 until August 2014.
6
NUMBER OF
YEAR PORTFOLIOS
TERM IN
AS A AB FUND OTHER
DIRECTOR PRINCIPAL OCCUPATION(S) COMPLEX DIRECTORSHIPS
NAME, ADDRESS* WILL YEARS OF DURING PAST 5 YEARS AND OVERSEEN CURRENTLY HELD
AND AGE EXPIRE SERVICE** OTHER INFORMATION BY DIRECTOR BY DIRECTOR
------------------- ---------- ----------- -------------------------------- ----------- --------------
INTERESTED
DIRECTOR
Robert M. Keith,++ Class Two Each Fund: Senior Vice President of 95 None
1345 Avenue of the (2020) 10 AllianceBernstein L.P. (the
Americas "Adviser")+++ and head of
New York, NY 10105 AllianceBernstein
58 Investments, Inc. ("ABI")+++
since July 2008; Director of
ABI and President of the AB
Mutual Funds. Previously, he
served as Executive Managing
Director of ABI from
December 2006 to June 2008.
Prior to joining ABI in 2006,
Executive Managing Director
of Bernstein Global Wealth
Management, and prior
thereto, Senior Managing
Director and Global Head of
Client Service and Sales of the
Adviser's institutional
investment management
business since 2004. Prior
thereto, he was Managing
Director and Head of North
American Client Service and
Sales in the Adviser's
institutional investment
management business, with
which he had been associated
since prior to 2004.
--------
* The address for each of the Fund's Independent Directors is c/o
AllianceBernstein L.P., Attention: Legal & Compliance Department - Mutual
Fund Legal, 1345 Avenue of the Americas, New York, NY 10105.
** "Years of Service" refers to the total number of years served as a Director.
# Member of the Audit Committee, the Governance and Nominating Committee, and
the Independent Directors Committee for each Fund.
+ If elected at the Meeting.
++ Mr. Keith is an "interested person," as defined in Section 2(a)(19) of the
Investment Company Act of 1940 (the "1940 Act"), of each Fund due to his
position as a Senior Vice President of the Adviser.
+++The Adviser and ABI are affiliates of each Fund.
7
The dollar range of the Funds' securities beneficially owned by each
Director listed above, and the aggregate dollar range of securities owned in
the funds overseen by the Director within the Fund Complex, are set forth below.
AGGREGATE DOLLAR
RANGE OF EQUITY
SECURITIES IN THE
DOLLAR RANGE OF EQUITY FUNDS OVERSEEN IN THE
SECURITIES IN THE FUNDS AB FUND COMPLEX
AS OF DECEMBER 31, 2018 AS OF DECEMBER 31, 2018
---------------------- -----------------------
INDEPENDENT DIRECTORS
Michael J. Downey AGHIF: $10,001-$50,000 Over $100,000
Nancy P. Jacklin AGHIF: $10,001-$50,000 Over $100,000
Carol C. McMullen AGHIF: $10,001-$50,000 Over $100,000
ANMIF: $10,001-$50,000
Garry L. Moody AGHIF: $10,001-$50,000 Over $100,000
Marshall C. Turner, Jr.* AGHIF: $10,001-$50,000 Over $100,000
Earl D. Weiner** None Over $100,000
INTERESTED DIRECTOR
Robert M. Keith None None
--------
* On February 14, 2019, Mr. Turner sold his shares of AGHIF and subsequently
purchased shares of ANMIF. The Dollar Range of Equity Securities held by Mr.
Turner as of February 14, 2019 in ANMIF is $10,001-$50,000.
** On February 19, 2019, Mr. Weiner purchased shares of AGHIF and ANMIF. The
Dollar Range of Equity Securities held by Mr. Weiner as of February 19, 2019
in AGHIF is $10,001-$50,000 and in ANMIF is $10,001-$50,000.
The business and affairs of the Funds are overseen by the Board. Directors
who are not "interested persons" of the Funds as defined in the 1940 Act, are
referred to as "Independent Directors," and the Director who is an "interested
person" of the Funds is referred to as an "Interested Director." Certain
information concerning each Director and the Funds' governance structure is set
forth below.
Experience, Skills, Attributes and Qualifications of the Funds' Directors.
The Governance and Nominating Committee of the Board, which is composed of
Independent Directors, reviews the experience, qualifications, attributes and
skills of potential candidates for nomination or election by the Board, and
conducts a similar review in connection with the proposed nomination of current
Directors for re-election by stockholders at any annual or special meeting of
stockholders. In evaluating a candidate for nomination or election as a
Director, the Governance and Nominating Committee considers the contribution
that the candidate would be expected to make to the diverse mix of experience,
qualifications, attributes and skills that the Board believes contributes to
good governance for the Fund. In assessing diversity of experience, the
Governance and Nominating Committee takes account of a candidate's educational
and professional background, but also the diversity of experience a candidate
derives from race, gender, ethnicity, religion, nationality, disability, sexual
orientation, or cultural background. Additional information
8
concerning the Governance and Nominating Committee's consideration of nominees
appears in the description of the Committee below.
The Board believes that, collectively, the Directors have balanced and
diverse experience, qualifications, attributes and skills, which allow the
Board to operate effectively in governing the Funds and protecting the
interests of stockholders. The Board has concluded that, based on each
Director's experience, qualifications, attributes and skills on an individual
basis and in combination with those of the other Directors, each Director is
qualified and should continue to serve as such.
In determining that a particular Director was and continues to be qualified
to serve as a Director, the Board has considered a variety of criteria, none of
which, in isolation, was controlling. In addition, the Board has taken into
account the actual service and commitment of each Director during his or her
tenure (including the Director's commitment and participation in Board and
committee meetings, as well as his or her current and prior leadership of
standing and ad hoc committees) in concluding that each should continue to
serve as a Director. Additional information about the specific experience,
skills, attributes and qualifications of each Director, which in each case led
to the Board's conclusion that the Director should serve (or continue to serve)
as a Director, is provided in the table above and in the next paragraph.
Among other attributes and qualifications common to all Directors are their
ability to review critically, evaluate, question and discuss information
provided to them (including information requested by the Directors), to
interact effectively with the Adviser, other service providers, counsel and the
Fund's independent registered public accounting firm, and to exercise effective
business judgment in the performance of their duties as Directors. In addition
to his or her service as a Director of the Fund and other AB Funds as noted in
the table above: Mr. Downey has experience in the investment advisory business
including as Chairman and Chief Executive Officer of a large fund complex and
as director of a number of non-AB funds and as Chairman of a non-AB closed-end
fund; Ms. Jacklin has experience as a financial services regulator, as U.S.
Executive Director of the International Monetary Fund (which is responsible for
ensuring the stability of the international monetary system), as a financial
services lawyer in private practice, and has served as Chair of the Governance
and Nominating Committees of the AB Funds since August 2014; Mr. Keith has
experience as an executive of the Adviser with responsibility for, among other
things, the AB Funds; Ms. McMullen has experience as a management consultant
and as a director of various private companies and nonprofit organizations, as
well as extensive asset management experience at a number of companies,
including as an executive in the areas of portfolio management, research, and
sales and marketing; Mr. Moody has experience as a certified public accountant
including experience as Vice Chairman and U.S. and Global Investment Management
Practice Partner for a major accounting firm, is a member of the Trustee
Advisory Board of BoardIQ, a biweekly publication focused on issues and news
affecting directors of mutual funds, and has served as a director or trustee and
9
Chairman of the Audit Committees of the AB Funds since 2008; Mr. Turner has
experience as a director (including Chairman and Chief Executive officer of a
number of companies) and as a venture capital investor including prior service
as general partner of three institutional venture capital partnerships, and has
served as Chairman of the AB Funds since January 2014 and Chairman of the
Independent Directors Committees of such AB Funds since February 2014; and
Mr. Weiner has experience as a securities lawyer whose practice included
registered investment companies and as a director or trustee of various
non-profit organizations and has served as Chairman or Vice Chairman of a
number of them, and served as Chairman of the Governance and Nominating
Committees of the AB Funds from 2007 until August 2014. The disclosure herein
of a director's experience, qualifications, attributes and skills does not
impose on such director any duties, obligations, or liability that are greater
than the duties, obligations and liability imposed on such director as a member
of the Board and any committee thereof in the absence of such experience,
qualifications, attributes and skills.
Board Structure and Oversight Function. The Board is responsible for
oversight of the Funds. Each Fund has engaged the Adviser to manage the Fund on
a day-to-day basis. The Board is responsible for overseeing the Adviser and the
Funds' other service providers in the operations of each Fund in accordance
with its investment objective and policies, and otherwise in accordance with
the Fund's prospectus, the requirements of the 1940 Act and other applicable
Federal laws, applicable state laws and the Fund's charter and bylaws. The
Board meets in-person at regularly scheduled meetings four times throughout the
year. In addition, the Directors may meet in-person or by telephone at special
meetings or on an informal basis at other times. The Independent Directors also
regularly meet without the presence of any representatives of management. As
described below, the Board has established three standing committees - the
Audit Committee, the Governance and Nominating Committee and the Independent
Directors Committee - and may establish ad hoc committees or working groups
from time to time to assist the Board in fulfilling its oversight
responsibilities. Each committee is composed exclusively of Independent
Directors. The responsibilities of each committee, including its oversight
responsibilities, are described further below. The Independent Directors have
also engaged independent legal counsel, and may from time to time engage
consultants and other advisors, to assist them in performing their oversight
responsibilities.
An Independent Director serves as Chairman of the Board. The Chairman's
duties include setting the agenda for each Board meeting in consultation with
management, presiding at each Board meeting, meeting with management between
Board meetings and facilitating communication and coordination between the
Independent Directors and management. The Directors have determined that the
Board's leadership by an Independent Director and its committees composed
exclusively of Independent Directors is appropriate because they believe this
structure sets the proper tone for the relationships between the Funds, on the
one hand, and
10
the Adviser and other service providers, on the other, and facilitates the
exercise of the Board's independent judgment in evaluating and managing such
relationships. In addition, each Fund is required to have an Independent
Director as Chairman pursuant to certain 2003 regulatory settlements involving
the Adviser.
Risk Oversight. Each Fund is subject to a number of risks, including
investment, compliance and operational risks, including cyber risks. Day-to-day
risk management with respect to the Funds resides with the Adviser or other
service providers (depending on the nature of the risk), subject to supervision
by the Adviser. The Board has charged the Adviser and its affiliates with
(i) identifying events or circumstances, the occurrence of which could have
demonstrable and material adverse effects on the Funds; (ii) to the extent
appropriate, reasonable or practicable, implementing processes and controls
reasonably designed to lessen the possibility that such events or circumstances
occur or to mitigate the effects of such events or circumstances if they do
occur; and (iii) creating and maintaining a system designed to evaluate
continuously, and to revise as appropriate, the processes and controls
described in (i) and (ii) above.
Risk oversight forms part of the Board's general oversight of the Funds'
investment programs and operations, and is addressed as part of various regular
Board and committee activities. Each Fund's investment management and business
affairs are carried out by or through the Adviser and other service providers.
Each of these persons has an independent interest in risk management but the
policies and the methods by which one or more risk management functions are
carried out may differ from the Fund's and each other's in the setting of
priorities, the resources available or the effectiveness of relevant controls.
Oversight of risk management is provided by the Board and the Audit Committee.
The Directors regularly receive reports from, among others, management
(including the Chief Risk Officer of the Adviser), each Fund's Chief Compliance
Officer, each Fund's independent registered public accounting firm and counsel,
the Adviser's internal legal counsel, the Adviser's Chief Compliance Officer
and internal auditors for the Adviser, as appropriate, regarding risks faced by
the Funds and the Adviser's risk management programs. In addition, the
Directors receive regular updates on cyber security matters from the Adviser.
Not all risks that may affect the Funds can be identified, nor can controls
be developed to eliminate or mitigate their occurrence or effects. It may not
be practical or cost-effective to eliminate or mitigate certain risks.
Processes and controls employed to address certain risks may be limited in
their effectiveness, and some risks are simply beyond the reasonable control of
the Funds or the Adviser, its affiliates or other service providers. Moreover,
it is necessary for the Funds to bear certain risks (such as investment-related
risks) to achieve the Funds' goals. As a result of the foregoing and other
factors, the Funds' ability to manage risk is subject to substantial
limitations.
11
During each Fund's fiscal year ended in 2018, the Board of AGHIF met four
times; and of ANMIF, five times. The Funds do not have a policy that requires a
Director to attend annual meetings of stockholders.
Board Committees. The Board has three standing committees: the Audit
Committee, the Governance and Nominating Committee and the Independent
Directors Committee. The members of the Committees are identified above in the
table listing the Directors.
The function of the Audit Committee is to assist the Board in its oversight
of each Fund's accounting and financial reporting policies and practices. The
members of the Audit Committee are "independent" as required by applicable
listing standards of the New York Stock Exchange. During each Fund's fiscal
year ended 2018, the Audit Committee of AGHIF met four times; and of ANMIF,
three times.
The Board has adopted a charter for its Governance and Nominating Committee,
a current copy of which is available at www.abfunds.com (under "Investments,"
click on "Closed-End Funds," then the name of a Fund (e.g., "AllianceBernstein
Global High Income Fund"), then "Governance and Nominating Committee Charter.")
Pursuant to the charter of the Governance and Nominating Committee, the
Committee assists the Board in carrying out its responsibilities with respect
to Fund governance and identifies, evaluates, selects and nominates candidates
for the Board. The Committee may also set standards or qualifications for
Directors and reviews at least annually the performance of each Director,
taking into account factors such as attendance at meetings, adherence to Board
policies, preparation for and participation at meetings, commitment and
contribution to the overall work of the Board and its committees, and whether
there are health or other reasons that might affect a Director's ability to
perform his or her duties. The Committee may consider candidates as Directors
submitted by a Fund's current Board members, officers, the Adviser,
stockholders (subject to the following paragraph), and other appropriate
sources.
Pursuant to the charter, the Governance and Nominating Committee will
consider candidates submitted by a stockholder or group of stockholders who
have beneficially owned at least 5% of a Fund's outstanding common stock for at
least two years prior to the time of submission and who timely provide
specified information about the candidates, and the nominating stockholder or
group. To be timely for consideration by the Committee, the submission,
including all required information, must be submitted in writing to the
attention of the Secretary at the principal executive offices of the Funds not
less than 120 days before the anniversary of the date of the proxy statement
for the previous year's annual meeting of stockholders. The Committee will
consider only one candidate submitted by such a stockholder or group of
stockholders for nomination for election at an annual meeting of stockholders.
The Committee will not consider self-nominated candidates.
12
The Governance and Nominating Committee will consider and evaluate
candidates submitted by stockholders on the basis of the same criteria as those
used to consider and evaluate candidates submitted from other sources. These
criteria include the candidate's relevant knowledge, experience and expertise,
the candidate's ability to carry out his or her duties in the best interests of
the Funds, and the candidate's ability to qualify as an Independent Director.
When assessing a candidate for nomination, the Committee considers whether the
individual's background, skills, and experience will complement the background,
skills and experience of other nominees and will contribute to the diversity of
the Board. During the Fund's fiscal year ended 2018, the Governance and
Nominating Committee of AGHIF met three times; and of ANMIF, three times.
The function of the Independent Directors Committee is to consider and take
action on matters that the Committee or the Board believes should be addressed
in executive session of the Independent Directors, such as review and approval
of the Advisory and Shareholder Inquiry Agency Agreements. During each Fund's
fiscal year ended in 2018, the Independent Directors Committee of AGHIF met
seven times; and of ANMIF, six times. The Independent Directors meet in
executive session without representation of management present at every Board
meeting. In the fiscal year ended in 2018, the approval of the Advisory and
Shareholder Inquiry Agency Agreements of each Fund was considered at the
November 6-8, 2018 meetings of the Independent Directors Committee.
The Board has adopted a process for stockholders to send communications to
the Board. To communicate with the Board or an individual Director of a Fund, a
stockholder must send a written communication to the Fund's principal office at
the address listed in the Notice of Joint Annual Meeting of Stockholders
accompanying this Proxy Statement, addressed to the Board or the individual
Director. All stockholder communications received in accordance with this
process will be forwarded to the Board or the individual Director to whom or to
which the communication is addressed.
Board Compensation. Neither of the Funds pays any fees to, nor reimburses
expenses of, any Director during a time when the Director is considered an
"interested person" of the Fund. Information concerning the aggregate
compensation paid during the calendar year 2018 by the Funds to each person
nominated for election as a Director by the Board, and each person currently
serving and intending to continue to serve as a Director after the Meeting; the
aggregate compensation paid to each such Director during calendar year 2018 by
all of the investment companies overseen by the Director within the AB Fund
Complex; the total number of investment companies in the AB Fund Complex for
which each Director serves as a director or trustee; and the number of
investment portfolios for which each Director serves as a director or trustee,
is set forth below. Neither the Funds nor any other investment company in the
AB Fund Complex provides compensation in the form of pension or retirement
benefits to any of its directors or trustees.
13
NUMBER OF NUMBER OF
INVESTMENT INVESTMENT
COMPANIES PORTFOLIOS
IN THE AB WITHIN THE AB
FUND COMPLEX, FUND COMPLEX,
COMPENSATION INCLUDING THE INCLUDING THE
COMPENSATION FROM THE AB FUNDS, AS TO FUNDS, AS TO
FROM THE FUNDS FUND COMPLEX, WHICH THE WHICH THE
DURING THEIR INCLUDING THE DIRECTOR IS A DIRECTOR IS A
FISCAL YEARS FUNDS, DURING DIRECTOR OR DIRECTOR OR
NAME OF DIRECTOR ENDED 2018 2018 TRUSTEE TRUSTEE
---------------- -------------- ------------- ------------- -------------
INDEPENDENT DIRECTORS
Michael J. Downey $2,983 AGHIF $299,250 26 95
$3,107 ANMIF
Nancy P. Jacklin $3,190 AGHIF $319,250 26 95
$3,317 ANMIF
Carol C. McMullen $2,983 AGHIF $299,250 26 95
$3,107 ANMIF
Garry L. Moody $3,397 AGHIF $339,250 26 95
$3,527 ANMIF
Marshall C. Turner, Jr. $4,962 AGHIF $480,000 26 95
$5,042 ANMIF
Earl D. Weiner $2,983 AGHIF $299,250 26 95
$3,107 ANMIF
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR EACH OF THE
NOMINEES FOR DIRECTOR IN PROPOSAL ONE. APPROVAL OF PROPOSAL ONE REQUIRES THE
AFFIRMATIVE VOTE OF A MAJORITY OF THE VOTES ENTITLED TO BE CAST.
PROXY VOTING AND STOCKHOLDER MEETING
Stockholders may vote by appearing in person at the Meeting, by returning
the enclosed proxy card or by authorizing a proxy to vote their shares by
telephone or through the Internet using the instructions provided on the
enclosed proxy card.
All properly executed and timely received proxies will be voted at the
Meeting in accordance with the instructions marked thereon or as otherwise
provided therein. Accordingly, unless instructions to the contrary are marked
on the proxies, the votes will be cast for the election of the nominees as
Directors for each Fund. If no specification is made on a properly executed
proxy, it will be voted for the matters specified on the Proxy Card in the
manner recommended by the Board. Any stockholder may revoke that stockholder's
proxy at any time prior to exercise thereof by (i) giving written notice to the
Secretary of the Funds at 1345 Avenue of the Americas, New York, New York
10105, (ii) signing and delivering to the Secretary another proxy of a later
date, or (iii) voting in person at the Meeting. Properly executed proxies may
be returned with instructions to abstain from voting or to withhold authority
to vote (an "abstention") or may represent a broker "non-vote" (which is a
proxy from a broker or nominee indicating that the broker or nominee has not
received instructions from the beneficial owner or other person entitled to
vote shares on a particular matter with respect to which the broker or
14
nominee does not have discretionary power to vote). For each Fund, the election
of each of the nominees as Director in Proposal One requires the affirmative
vote of a majority of the votes entitled to be cast. Any abstention or broker
non-vote will be considered present for purposes of determining the existence
of a quorum but will have the effect of a vote against the election of each of
the nominees as a Director in Proposal One. 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 Funds have not received notice of, and are not
otherwise aware of, any other matter to be presented at the Meeting.
For each Fund, a quorum for the Meeting will consist of the presence in
person or by proxy of the holders of a majority of the total outstanding shares
of common stock, and preferred stock, as applicable, of the Fund. In the event
that (i) a quorum is not present at the Meeting for a Fund; or (ii) a quorum is
present but sufficient votes in favor of the position recommended by the Board
for Proposal One (as described in the Proxy Statement) have not been timely
received, the Chair of the Meeting may authorize, or the persons named as
proxies may propose and vote for, one or more adjournments of the Meeting up to
120 days after the Record Date for that Fund, with no other notice than an
announcement at the Meeting, in order to permit further solicitation of
proxies. Shares represented by proxies indicating a vote contrary to the
position recommended by the Board will be voted against adjournment of the
Meeting.
The Meeting is scheduled as a joint meeting of the stockholders of the
Funds, because the stockholders of each Fund are to consider and vote on the
election of Directors. Stockholders of each Fund will vote separately on the
election of Directors for that Fund and on any other matter that may properly
come before the Meeting for such Fund. An unfavorable vote by the stockholders
of one Fund will not affect the vote on the election of Directors or on any
other matter by the stockholders of the other Fund. As described above,
Preferred Stockholders will have equal voting rights with the holders of the
common stock of ANMIF, and will vote together with the holders of the common
stock of ANMIF on any proposal that may be properly presented at the Meeting
applicable to ANMIF. The Preferred Stockholders of ANMIF will vote separately
for purposes of electing a Preferred Director of ANMIF.
Each Fund has engaged Computershare Fund Services, a professional proxy
solicitation firm, (the "Proxy Solicitor"), to provide proxy distribution,
solicitation and tabulation services in connection with the Meeting. The Proxy
Solicitor will receive a total fee of approximately $6,600 for its services,
plus reimbursement of out-of-pocket expenses, to be divided equally between the
Funds ($3,300 per Fund).
15
OTHER INFORMATION
OFFICERS OF THE FUNDS
---------------------
Certain information concerning the Funds' officers is set forth below. Each
officer is elected annually by the Board.
NAME, ADDRESS* POSITION(S) (MONTH AND PRINCIPAL OCCUPATION DURING PAST 5
AND AGE YEAR FIRST ELECTED) YEARS (OR LONGER)
----------------------------- ----------------------------- -------------------------------------
Robert M. Keith President and Chief See biography above.
58 Executive Officer, all Funds
(09/08)
Robert (Guy) B. Davidson III Senior Vice President, Senior Vice President of the
57 ANMIF (4/02) Adviser**, with which he has been
associated since prior to 2014. He is
also Director for Municipal Bond
Management.
Douglas J. Peebles Vice President, Senior Vice President of the
53 AGHIF (5/16) Adviser**, with which he has been
associated since prior to 2014. He is
also Chief Investment Officer of
Fixed Income.
Fred S. Cohen Vice President, Senior Vice President of the
60 ANMIF (10/05) Adviser**, with which he has been
associated since prior to 2014. He is
also Director of Municipal Bond
Trading.
Paul J. DeNoon*** Vice President, Senior Vice President of the
56 AGHIF (4/94) Adviser**, with which he has been
associated since prior to 2014.
Gershon M. Distenfeld Vice President, Senior Vice President of the
43 AGHIF (2/17) Adviser**, with which he has been
associated since prior to 2014. He is
also Co-Head of Fixed-Income.
Terrance T. Hults Vice President, Senior Vice President of the
52 ANMIF (12/01) Adviser**, with which he has been
associated since prior to 2014.
Shamaila Khan Vice President, Senior Vice President of the
47 AGHIF (2/19) Adviser,** with which she has been
associated since prior to 2014. She
is also Director of Emerging Market
Debt.
Matthew Norton Vice President, Vice President of the Adviser**, with
36 ANMIF (2/16) which he has been associated since
prior to 2014.
16
NAME, ADDRESS* POSITION(S) (MONTH AND PRINCIPAL OCCUPATION DURING PAST 5
AND AGE YEAR FIRST ELECTED) YEARS (OR LONGER)
-------------------- ------------------------------ -------------------------------------
Matthew S. Sheridan Vice President, Senior Vice President of the
43 AGHIF (5/17) Adviser**, with which he has been
associated since prior to 2014.
Michael B. Reyes Senior Analyst, Vice President of the Adviser**, with
42 both Funds (8/18) which he has been associated since
prior to 2014.
Joseph J. Mantineo Treasurer and Chief Financial Senior Vice President of
59 Officer, AllianceBernstein Investor Services,
both Funds (8/06) Inc. ("ABIS")**, with which he has
been associated since prior to 2014.
Phyllis J. Clarke Controller, Vice President of ABIS**, with which
58 ANMIF (5/09) she has been associated since prior
to 2014.
Stephen Woetzel Controller, Senior Vice President of ABIS**, with
47 AGHIF (5/09) which he has been associated since
prior to 2014.
Vincent S. Noto Chief Compliance Officer, Senior Vice President since 2015 and
54 both Funds (01/14) Mutual Fund Chief Compliance Officer
of the Adviser** since 2012.
Emilie D. Wrapp Secretary, Senior Vice President, Assistant
63 both Funds (10/05) General Counsel and Assistant
Secretary of ABI**, with which she
has been associated since prior to
2014.
--------
* The address for the Funds' officers is 1345 Avenue of the Americas, New
York, New York 10105.
** An affiliate of each of the Funds.
***Mr. DeNoon is expected to retire from the Adviser effective January 1, 2020.
STOCK OWNERSHIP
---------------
The outstanding voting shares of AGHIF as of the Record Date consisted of
86,229,677 shares of common stock. The outstanding voting shares of ANMIF as of
the Record Date consisted of 28,744,936 shares of common stock, 110 shares of
Auction Preferred Shares (consisting of shares of Series M, Series W, Series TH
and Series T), 5,644 shares of Variable Rate MuniFund Term Preferred Shares and
3,531 shares of 2018 Variable Rate MuniFund Term Preferred Shares.
As of February 1, 2019, the Directors and officers of each Fund, both
individually and as a group, owned less than 1% of the shares of either 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.
17
AUDIT COMMITTEE REPORT
----------------------
The following Audit Committee Report was adopted by the Audit Committee for
each Fund.
The Audit Committee operates pursuant to a written charter, a copy of which
may be found on the Adviser's website at www.abfunds.com (under "Investments,"
click on "Closed-End Funds," then the name of a Fund (e.g., "AllianceBernstein
Global High Income Fund"), then "Closed-End Funds Audit Committee Charter").
The purposes of the Audit Committee are to (1) assist the Board in its
oversight of the accounting and financial reporting policies and practices of
the Fund, including (i) the quality and integrity of the Fund's financial
statements and the independent audit thereof; (ii) the Fund's compliance with
legal and regulatory requirements, particularly those that relate to the Fund's
accounting, financial reporting, internal controls over financial reporting,
and independent audits; (iii) the retention, independence, qualifications and
performance of the independent registered public accounting firm; (iv) meeting
with representatives of the internal audit department of the Adviser regarding
such department's activities relating to the Fund; and (v) the Fund's
compliance with applicable laws by receiving reports from counsel who believe
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 policies and internal control over financial reporting and other procedures
that provide for compliance with accounting standards and applicable laws and
regulations. The independent registered public accounting firm is responsible
for auditing the Fund's financial statements and expressing an opinion as to
their conformity with U.S. generally accepted accounting principles.
In the performance of its oversight function, the Audit Committee has
considered and discussed the audited financial statements with management and
the independent registered public accounting firm of the Fund. The Audit
Committee has also discussed with the independent registered public accounting
firm the matters required to be discussed by Statement on Auditing Standards
No. 114, Auditors Communication with those Charged with Governance, and other
professional standards, as currently in effect. The Audit Committee has also
considered whether the provision of any non-audit services not pre-approved by
the Audit Committee provided by the Fund's independent registered public
accounting firm to the Adviser and to any entity controlling, controlled by or
under common control with the Adviser that provides ongoing services to the
Fund is compatible with maintaining the independent registered public
accounting firm's independence. Finally, the Audit Committee has received the
written disclosures and the letter from the independent registered public
accounting firm required by Public Company Accounting Oversight Board Rule
3526, Communication with Audit Committees Concerning Independence,
18
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 U.S. generally accepted accounting principles or
that the Fund's independent registered public accounting firm is in fact
"independent".
Based upon the reports and discussions described in this report, and subject
to the limitations on the role and responsibilities of the Audit Committee
referred to above and in the 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:
Michael J. Downey Nancy P. Jacklin
William H. Foulk, Jr.* Carol C. McMullen
Garry L. Moody Marshall C. Turner, Jr.
Earl D. Weiner
--------
* Mr. Foulk retired as a Director of each Fund effective December 31, 2018.
APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS BY THE BOARD
-----------------------------------------------------------------------
The Audit Committee is responsible for the appointment, compensation,
retention and oversight of the work of the Funds' independent registered public
accounting firm. In addition, on the dates specified below, the Board approved
the selection of the Funds' independent registered public accounting firm as
required by, and in accordance with, the 1940 Act. At meetings held on February
6-7, 2018 (AGHIF) and November 6-8, 2018 (ANMIF), the Board approved by the
vote, cast in person, of a majority of the Directors of each Fund, including a
majority of the Directors who are not "interested persons" of each Fund, the
selection of Ernst & Young LLP as the independent registered public accounting
firm to audit the accounts of each Fund for the fiscal year ending, as
applicable, March 31, 2019 (AGHIF) and October 31, 2019 (ANMIF).
Ernst & Young LLP has audited the accounts of AGHIF and ANMIF since the date
of each Fund's commencement of operations, and has represented that it does
19
not have any direct financial interest or any material indirect financial
interest in either 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 ANMIF); (iii) tax compliance, tax advice and tax
return preparation; and (iv) aggregate non-audit services provided to the Fund,
the Adviser and entities that control, are controlled by or under common
control with the Adviser that provide ongoing services to the Fund ("Service
Affiliates"). No other services were provided by the independent registered
public accounting firm to any Fund during this period.
ALL FEES FOR
NON-AUDIT
ALL OTHER SERVICES
FEES FOR PROVIDED TO
SERVICES THE FUND,
PROVIDED THE ADVISER
AUDIT TO THE AND SERVICE
AUDIT FEES RELATED FEES TAX FEES FUND AFFILIATES*
- ---------- ------------ -------- --------- ------------
AllianceBernstein Global 2017 $154,767 $8,056 $30,637 $0 $716,983
High Income Fund, Inc. 2018 $154,767 $8,000 $29,601 $0 $730,381
AllianceBernstein National 2017 $ 42,412 $8,010 $18,384 $0 $749,509
Municipal Income Fund, Inc. 2018 $ 42,412 $8,000 $18,534 $0 $537,363
--------
* 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.
The Funds' Audit Committee policies and procedures require the pre-approval
of all audit and non-audit services provided to a Fund by the Fund's
independent registered public accounting firm. A Fund's Audit Committee
policies and procedures also require pre-approval of all audit and non-audit
services provided to the Adviser and any Service Affiliates to the extent that
these services are directly related to the operations or financial reporting of
the Fund. Accordingly, all of the amounts in the table for Audit Fees,
Audit-Related Fees and Tax Fees for 2018 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
20
Committee for 2018 were AGHIF, $37,601 (comprising $8,000 of audit related fees
and $29,601 of tax fees); and ANMIF, $26,534 (comprising $8,000 of audit
related fees and $18,534 of tax fees). The Audit Committee has considered
whether the provision, to the Adviser and/or any Service Affiliate by the
Funds' independent registered public accounting firm, of any non-audit services
that were not pre-approved by the Audit Committee is compatible with
maintaining the independent registered public accounting firm's independence.
INFORMATION AS TO THE INVESTMENT ADVISER AND THE ADMINISTRATOR OF THE FUNDS
Each Fund's investment adviser is AllianceBernstein L.P., 1345 Avenue of the
Americas, New York, New York 10105. The Adviser also functions as the
administrator to the Funds.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
None of the Funds is aware of an untimely filing of a statement of initial
beneficial ownership interest or any changes in such ownership by any person
subject to Section 16 under the Securities Exchange Act of 1934 during the
Fund's fiscal year ended 2018 with the exception of one late Form 4 filed by
Mr. Weiner with respect to AGHIF in which one transaction was reported.
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. To the knowledge of the Funds, as of February 1,
2019, the following shareholders held more than 5% of the specified Fund's
shares:
NUMBER PERCENTAGE
FUND SHAREHOLDER (ADDRESS) CLASS OF SHARES OF SHARES OF CLASS
---- ------------------------------------------ ---------------- --------- ----------
ANMIF Wells Fargo & Company (420 common stock 2,405,397 8.37%
Montgomery Street, San Francisco,
California 94163) and Wells Capital
Management Incorporated (525 Market
Street, 10th Floor, San Francisco,
California 94105)
ANMIF Bank of America Corp. (Bank of America variable rate 5,644 100%
Corporate Center, 100 North Tryon Street, munifund term
Charlotte, North Carolina 28255) and preferred stock
Bank of America Corp. Preferred Funding
Corp. (214 North Tryon Street, Charlotte,
North Carolina 28255)
ANMIF Bank of America Corp. Preferred Funding 2018 variable 3,531 100%
Corp. (214 North Tryon Street, Charlotte, rate munifund
North Carolina 28255) and Blue Ridge term preferred
Investments, L.L.C. (214 North Tryon stock
Street, Charlotte, North Carolina 28255)
21
SUBMISSION OF PROPOSALS FOR THE
NEXT ANNUAL MEETING OF STOCKHOLDERS
Any 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 31,
2019 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, as stockholder
proposals are subject to certain requirements under the federal securities laws
and the Maryland General Corporation Law. To be presented at the 2020 Annual
Meeting of Stockholders, a stockholder director nomination or a stockholder
proposal that is not otherwise includable in the Proxy Statement for the 2019
Annual Meeting must be delivered by a stockholder of record to the Fund no
sooner than October 1, 2019 and no later than October 31, 2019 and must be
submitted in accordance with all of the requirements of the applicable Fund's
Bylaws.
The persons named as proxies for the 2020 Annual Meeting of Stockholders
will, regarding the proxies in effect at the meeting, have discretionary
authority to vote on any matter presented by a stockholder for action at that
meeting unless the Fund receives notice of the matter no sooner than October 1,
2019 and no later than October 31, 2019. If a Fund receives such timely notice,
these persons will not have this authority except as provided in the applicable
rules of the Securities and Exchange Commission.
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 Cathleen Crandall at AllianceBernstein L.P., 1345
Avenue of the Americas, New York, New York 10105.
By Order of the Boards of Directors,
/s/ Emilie D. Wrapp
-------------------------
Emilie D. Wrapp
Secretary
February 28, 2019
New York, New York
22
TABLE OF CONTENTS PAGE
----------------------------------- ----
Introduction....................... 1
Proposal One: Election of
Directors......................... 2
Proxy Voting and Stockholder
Meeting........................... 14
Information as to the Investment
Adviser and the Administrator of
the Funds......................... 21
Section 16(a) Beneficial Ownership
Reporting Compliance.............. 21
Other Matters...................... 21
Submission of Proposals for the
Next Annual Meeting of
Stockholders...................... 22
Reports to Stockholders............ 22
ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC.
ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC.
--------------------------------------------------------------------------------
[A/B]
[LOGO]/R/
--------------------------------------------------------------------------------
NOTICE OF JOINT ANNUAL MEETING
OF STOCKHOLDERS AND
PROXY STATEMENT
FEBRUARY 28, 2019
PROXY CARD
----------
EVERY STOCKHOLDER'S VOTE IS IMPORTANT
EASY VOTING OPTIONS:
VOTE ON THE INTERNET
Log on to:
www.proxy-direct.com
--------------------
or scan the QR code
Follow the on-screen instructions
available 24 hours
VOTE BY PHONE
Call 1-800-337-3503
Follow the recorded instructions
available 24 hours
VOTE BY MAIL
Vote, sign and date this Proxy Card
and return in the postage-paid
envelope
VOTE IN PERSON
Attend Stockholder Meeting
1345 Avenue of the Americas
41st Floor
New York, NY 10105
on March 27, 2019
Please detach at perforation before mailing.
PROXY ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC.
JOINT ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 27, 2019
COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE FUND. The
undersigned stockholder of AllianceBernstein National Municipal Income Fund,
Inc. (the "Fund"), a Maryland corporation, hereby appoints Nancy Hay and Carol
Rappa, or either of them, as proxies for the undersigned, with full power of
substitution in each of them, to attend the Joint Annual Meeting of Stockholders
(the "Meeting") to be held on Wednesday, March 27, 2019, at 3:00 p.m., Eastern
Time, at the offices of the Fund, 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 Meeting and otherwise to represent the undersigned with all powers possessed
by the undersigned if personally present at such Meeting or any postponement of
adjournment thereof.
The undersigned hereby acknowledges receipt of the Notice of Joint Annual
Meeting of Stockholders and accompanying Proxy Statement (the terms of each of
which are incorporated by reference herein) and revokes any proxy heretofore
given with respect to the Meeting. 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 NOMINEE FOR
DIRECTOR AS DESCRIBED IN THE PROXY STATEMENT. ADDITIONALLY, IF THIS PROXY IS
PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST
IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTER THAT MAY PROPERLY
COME BEFORE THE MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF.
VOTE VIA THE INTERNET: www.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-800-337-3503
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WE URGE YOU TO SIGN, DATE ON THE REVERSE SIDE AND MAIL THE ENCLOSED PROXY
PROMPTLY
ANM_30460_022019
EVERY STOCKHOLDER'S VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the
Joint Annual Meeting of Stockholders to Be Held on March 27, 2019.
The Proxy Statement and Proxy Card for this meeting are available at:
https://www.proxy-direct.com/all-30460
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IF YOU VOTE ON THE INTERNET OR BY TELEPHONE,
YOU NEED NOT RETURN THIS PROXY CARD
Please detach at perforation before mailing.
TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: [X]
A. Proposal THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS A VOTE "FOR" THE
FOLLOWING.
1. To elect one Class One Director: FOR WITHHOLD
01. Nancy P. Jacklin [ ] [ ]
2. To transact such other business as may properly come before the Meeting or
any postponement or adjournment thereof.
B. Authorized Signatures - This section must be completed for your vote to be
counted. - Sign and Date Below
Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date
it. When shares are held jointly, each holder should sign. When signing as
attorney, executor, guardian, administrator, trustee, officer of a
corporation or other entity or in another representative capacity, please
give the full title under the signature.
Date (mm/dd/yyyy) - Please print date below
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Signature 1 - Please keep signature within the box
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Signature 2 - Please keep signature within the box
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Scanner bar code
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XXXXXXXXXXXXXX ANM 30460 M XXXXXXXX
PROXY CARD
----------
EVERY STOCKHOLDER'S VOTE IS IMPORTANT
EASY VOTING OPTIONS:
VOTE ON THE INTERNET
Log on to:
www.proxy-direct.com
--------------------
or scan the QR code
Follow the on-screen instructions
available 24 hours
VOTE BY PHONE
Call 1-800-337-3503
Follow the recorded instructions
available 24 hours
VOTE BY MAIL
Vote, sign and date this Proxy Card
and return in the postage-paid
envelope
VOTE IN PERSON
Attend Stockholder Meeting
1345 Avenue of the Americas
41st Floor
New York, NY 10105
on March 27, 2019
Please detach at perforation before mailing.
PROXY ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC.
JOINT ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 27, 2019
PREFERRED STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE FUND. The
undersigned stockholder of AllianceBernstein National Municipal Income Fund,
Inc. (the "Fund"), a Maryland corporation, hereby appoints Nancy Hay and Carol
Rappa, or either of them, as proxies for the undersigned, with full power of
substitution in each of them, to attend the Joint Annual Meeting of Stockholders
(the "Meeting") to be held on Wednesday, March 27, 2019, at 3:00 p.m., Eastern
Time, at the offices of the Fund, 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 Meeting and otherwise to represent the undersigned with all powers possessed
by the undersigned if personally present at such Meeting or any postponement or
adjournment thereof.
The undersigned hereby acknowledges receipt of the Notice of Joint Annual
Meeting of Stockholders and accompanying Proxy Statement (the terms of each of
which are incorporated by reference herein) and revokes any proxy heretofore
given with respect to the Meeting. 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" EACH OF THE
NOMINEES FOR DIRECTOR AS DESCRIBED IN THE PROXY STATEMENT. ADDITIONALLY, IF THIS
PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED
WILL BE CAST IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTER THAT
MAY PROPERLY COME BEFORE THE MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF.
VOTE VIA THE INTERNET: www.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-800-337-3503
-------------------- --------------
| | | |
-------------------- --------------
WE URGE YOU TO SIGN, DATE ON THE REVERSE SIDE AND MAIL THE ENCLOSED PROXY
PROMPTLY
ANM_30460_021919_Pref
EVERY STOCKHOLDER'S VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the
Joint Annual Meeting of Stockholders to Be Held on March 27, 2019.
The Proxy Statement and Proxy Card for this meeting are available at:
https://www.proxy-direct.com/all-30460
--------------------------------------
IF YOU VOTE ON THE INTERNET OR BY TELEPHONE,
YOU NEED NOT RETURN THIS PROXY CARD
Please detach at perforation before mailing.
TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: [X]
A. Proposal THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS A VOTE "FOR" THE
FOLLOWING.
1. To elect two Class One Directors: FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
01. Nancy P. Jacklin 02. Michael J. Downey [ ] [ ] [ ]
To withhold your vote for any nominee(s), mark the "For All Except" box and
write the name(s) of the nominee(s) on the line provided below.
---------------------------------------------------------------------------
2. To transact such other business as may properly come before the Meeting or
any postponement or adjournment thereof.
B. Authorized Signatures - This section must be completed for your vote to be
counted. - Sign and Date Below
Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date
it. When shares are held jointly, each holder should sign. When signing as
attorney, executor, guardian, administrator, trustee, officer of a
corporation or other entity or in another representative capacity, please
give the full title under the signature.
Date (mm/dd/yyyy) - Please print date below
-----------------------------------------
| / / |
-----------------------------------------
Signature 1 - Please keep signature within the box
------------------------------------------------
| |
------------------------------------------------
Signature 2 - Please keep signature within the box
------------------------------------------------
| |
------------------------------------------------
--------------------------------------------------------------------------------
Scanner bar code
--------------------------------------------------------------------------------
XXXXXXXXXXXXXX ANM 30460 M XXXXXXXX