ALLIANCEBERNSTEIN INVESTMENTS, INC.
1345 Avenue of the Americas
New York, NY 10105
212-969-1000
August 24, 2012
VIA EDGAR
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Amended Filing Pursuant to Rule 17g-1 under the Investment
Company Act of 1940 with Respect to Registered Investment
Companies Managed by AllianceBernstein L.P.
----------------------------------------------------------
Dear Sirs:
Pursuant to Rule 17g-1(g)(1)(iii) under the Investment Company Act of
1940, please find enclosed, on behalf of each of the registered investment
companies (the "Funds") managed by AllianceBernstein L.P. (see Schedule A,
attached hereto), the Joint Fidelity Bond Agreement dated August 20, 2012, which
supersedes the Joint Fidelity Bond Agreement dated May 14, 2012, which was filed
with the Securities and Exchange Commission ("Commission") on May 25, 2012.
There are no changes to the fidelity bond, or related materials, as filed
with the Commission on May 25, 2012.
Sincerely,
/s/ David M. Lesser
---------------------------
David M. Lesser
Vice President, Counsel and
Assistant Secretary
Enclosure
SCHEDULE A
----------
Name of Fund File No.
------------ --------
ALLIANCE CALIFORNIA MUNICIPAL INCOME FUND, INC. 811-10575
ALLIANCE NEW YORK MUNICIPAL INCOME FUND, INC. 811-10577
ALLIANCEBERNSTEIN BALANCED SHARES, INC. 811-00134
ALLIANCEBERNSTEIN BLENDED STYLE SERIES, INC. 811-21081
ALLIANCEBERNSTEIN BOND FUND, INC. 811-02383
ALLIANCEBERNSTEIN CAP FUND, INC. 811-01716
ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND, INC. 811-09687
ALLIANCEBERNSTEIN CORPORATE SHARES 811-21497
ALLIANCEBERNSTEIN EQUITY INCOME FUND, INC. 811-07916
ALLIANCEBERNSTEIN EXCHANGE RESERVES 811-08294
ALLIANCEBERNSTEIN FIXED-INCOME SHARES, INC. 811-06068
ALLIANCEBERNSTEIN GLOBAL BOND FUND, INC. 811-06554
ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC. 811-07732
ALLIANCEBERNSTEIN GLOBAL REAL ESTATE INVESTMENT FUND, INC. 811-07707
ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND, INC. 811-03131
ALLIANCEBERNSTEIN GROWTH AND INCOME FUND, INC. 811-00126
ALLIANCEBERNSTEIN HIGH INCOME FUND, INC. 811-08188
ALLIANCEBERNSTEIN INCOME FUND, INC. 811-05207
ALLIANCEBERNSTEIN INSTITUTIONAL FUNDS, INC. 811-08403
ALLIANCEBERNSTEIN INTERNATIONAL GROWTH FUND, INC. 811-08426
ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND, INC. 811-06730
ALLIANCEBERNSTEIN MULTI-MANAGER ALTERNATIVE FUND 811-22671
ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND, INC. 811-04791
ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND II 811-07618
ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC. 811-10573
ALLIANCEBERNSTEIN SMALL/MID-CAP GROWTH FUND, INC. 811-00204
ALLIANCEBERNSTEIN TRUST 811-10221
ALLIANCEBERNSTEIN UNCONSTRAINED BOND FUND, INC. 811-07391
ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC. 811-05398
SANFORD C. BERNSTEIN FUND, INC. 811-05555
SANFORD C. BERNSTEIN FUND II, INC. 811-21034
THE ALLIANCEBERNSTEIN POOLING PORTFOLIOS 811-21673
THE ALLIANCEBERNSTEIN PORTFOLIOS 811-05088
REGISTERED INVESTMENT COMPANIES
JOINT FIDELITY BOND AGREEMENT
AGREEMENT made as of August 20, 2012, by and among AllianceBernstein
Income Fund, Inc., AllianceBernstein Global High Income Fund, Inc., Alliance
California Municipal Income Fund, Inc., Alliance New York Municipal Income Fund,
Inc., AllianceBernstein National Municipal Income Fund, Inc., AllianceBernstein
Balanced Shares, Inc., AllianceBernstein Blended Style Series, Inc.,
AllianceBernstein Bond Fund, Inc., AllianceBernstein Cap Fund, Inc.,
AllianceBernstein Core Opportunities Fund, Inc., AllianceBernstein Corporate
Shares, AllianceBernstein Equity Income Fund, Inc., AllianceBernstein Exchange
Reserves, AllianceBernstein Fixed-Income Shares, Inc., AllianceBernstein Global
Bond Fund, Inc., AllianceBernstein Global Growth Fund, Inc., AllianceBernstein
Global Real Estate Investment Fund, Inc., AllianceBernstein Global Thematic
Growth Fund, Inc., AllianceBernstein Growth & Income Fund, Inc.,
AllianceBernstein High Income Fund, Inc., AllianceBernstein Institutional Funds,
Inc., AllianceBernstein International Growth Fund, Inc., AllianceBernstein
Large-Cap Growth Fund, Inc., AllianceBernstein Multi-Manager Alternative Fund,
AllianceBernstein Municipal Income Fund, Inc., AllianceBernstein Municipal
Income Fund II, AllianceBernstein Small/Mid-Cap Growth Fund, Inc.,
AllianceBernstein Trust, Inc., AllianceBernstein Unconstrained Bond Fund, Inc.,
AllianceBernstein Variable Products Series Fund, Inc., Sanford C. Bernstein
Fund, Inc., Sanford C. Bernstein Fund II, Inc., The AllianceBernstein
Portfolios, The AllianceBernstein Pooling Portfolios (collectively, the
"investment companies") and AllianceBernstein L.P.
WHEREAS, the investment companies that are parties to this Agreement are
management investment companies registered under the Investment Company Act of
1940, as amended (the "Act"); and
WHEREAS, AllianceBernstein L.P. ("AllianceBernstein") provides investment
advisory services and/or certain administrative and financial services to the
investment companies; and
WHEREAS, pursuant to Rule 17g-1, as amended, promulgated under the Act,
registered management investment companies must provide and maintain fidelity
bonds covering larceny and embezzlement by certain of their officers and
employees in amounts no less than stated minimums based upon the gross assets of
such registered management investment companies; and
WHEREAS, pursuant to Rule 17g-1(b) under the Act, registered management
investment companies which are managed and/or whose shares are distributed by
the same person may obtain joint coverage as insureds under a single fidelity
bond (a "joint fidelity bond"); and
WHEREAS, the investment companies are registered management investment
companies managed by AllianceBernstein; and
WHEREAS, the investment companies desire to obtain coverage under one
joint fidelity bond; and
WHEREAS, the Board of Directors of the Sanford C. Bernstein Fund, Inc.
("SCB Fund") elects to calculate the required amounts of fidelity bond coverage
on a basis that treats each portfolio of SCB Fund as a separate registered
management investment company for purposes of Rule 17g-1, even though not
required to do so under the Rule; and
WHEREAS, the AllianceBernstein Multi-Manager Alternative Fund ("MMA Fund")
is composed of a single portfolio; and
WHEREAS, the Boards of Directors or Trustees of each investment company
that is a party to this Agreement other than SCB Fund and MMA Fund (each such
investment company, an "AB Fund", and together, the "AB Funds") that has
multiple portfolios elects to calculate the required amounts of fidelity bond
coverage on a basis that treats such an investment company as a single
registered management investment company for purposes of Rule 17g-1; and
WHEREAS, the Board of Directors or Trustees of each of the investment
companies which are parties to this Agreement, including a majority of the
Directors or Trustees, as applicable, who are not "interested persons" of such
investment company as defined by Section 2(a)(19) of the Act ("Disinterested
Directors/Trustees"), has approved coverage under one joint fidelity bond with
each of the other investment companies which are parties to this Agreement in
the respective amounts set forth in Schedule A to this Agreement.
NOW, THEREFORE, it is agreed as follows:
1. That the investment companies which are parties to this Agreement and
AllianceBernstein will be named as insureds and will be covered under a joint
fidelity bond with National Union Fire Insurance Co., Continental Insurance
Company, Berkley Regional Insurance Company, Everest Reinsurance Company,
Liberty Mutual Insurance Company and U.S. Specialty Insurance Company (each, a
"fidelity insurance company" and collectively, the "fidelity insurance
companies") in the aggregate amount of $70,075,000 at a total annual cost of
$243,574, each such investment company having specific coverage in accordance
with Rule 17g-1(d). The required coverage amount (calculated pursuant to the
elections of the respective Boards) for each investment company is also shown
opposite the name of each investment company in a separate column on Schedule A.
For the avoidance of doubt, the amount of coverage under the joint fidelity bond
shall at all times be at least equal in amount to the total amount of coverage
which each investment company would have been required to provide and maintain
individually pursuant to the schedule set forth in paragraph (d)(i) of Rule
17g-1 under the Act had each investment company not been named an insured under
the joint fidelity bond.
2. No premium shall be paid by an investment company under the joint
fidelity bond unless that investment company's Board of Directors or Trustees,
as applicable, including a majority of the Disinterested Directors/Trustees,
shall have approved the portion of the premium to be paid by that investment
company. The premium payable on the joint fidelity bond shall be allocated among
the investment companies in the respective amounts set forth opposite the name
of each investment company listed on Schedule A in the column entitled
"Allocated Cost".
3. AllianceBernstein has been named an insured under the joint fidelity
bond for administrative convenience. The parties agree that in no event shall
AllianceBernstein be entitled to retain any recovery payable under the joint
fidelity bond, although it may receive payments which will be distributed to one
or more investment companies to facilitate the administration of the joint
fidelity bond.
4. (a) In the event that one or more of the investment companies sustains
a loss for which recovery is received under the joint fidelity bond, each such
investment company shall receive that portion of the recovery which is
sufficient in amount to indemnify that party in full for the loss sustained by
it (other than the portion thereof subject to a deductible), unless the recovery
is inadequate to fully indemnify all investment companies for such losses by
them (other than the portions thereof subject to deductibles).
(b) If the recovery is inadequate to indemnify fully each such
investment company for losses sustained by it (other than the portion thereof
subject to a deductible), the recovery shall be allocated as follows, to the
extent applicable:
(i) The AB Funds shall be allocated an aggregate amount equal to the
lesser of (A) their actual aggregate loss (net of any deductibles) and (B) the
sum of $44,925,000 plus the difference between $24,800,000 and the amount of the
loss recovered by the SCB Fund under clause (ii) together with the difference
between $350,000 and the amount of the loss recovered by the MMA Fund under
clause (iii). Such amount shall be allocated among the AB Funds on an equitable
and proportionate basis as determined by their respective Boards of Directors or
Trustees, but each AB Fund shall be allocated an amount at least equal to the
amount which it would have received had it procured and maintained a single
insured bond with the minimum coverage required by Rule 17g-1(d)(1).
(ii) SCB Fund shall be allocated an aggregate amount equal to the
lesser of (A) its actual loss (net of any deductibles) and (B) the sum of
$24,800,000 plus the difference between $44,925,000 and the amount of the loss
recovered by the AB Funds under clause (i) together with the difference between
$350,000 and the amount of the loss recovered by the MMA Fund under clause
(iii). Such amounts shall be allocated among the portfolios of the SCB Fund on
an equitable and proportionate basis as determined by the Board of Directors of
the SCB Fund, but each such portfolio shall be allocated an amount at least
equal to the amount which it would have received had it procured and maintained
a single insurance bond with the minimum coverage required by Rule 17g-1(d)(1),
assuming that such portfolio would be deemed a separate registered investment
company for such purposes.
(iii) MMA Fund shall be allocated an aggregate amount equal to the
lesser of (A) its actual loss (net of any deductibles) and (B) the sum of
$350,000 plus the difference between $44,925,000 and the amount of the loss
recovered by the AB Funds under clause (i) together with the difference between
$24,800,000 and the amount of the loss recovered by the SCB Fund under clause
(ii). Such amount shall be at least equal to the amount which MMA Fund would
have received had it procured and maintained a single insurance bond with the
minimum coverage required by Rule 17g-1(d)(1).
(iv) Where a compromise results in recovery by any or all of the
investment companies of less than the full amount of its (or their) actual
aggregate loss covered by the joint fidelity bond, the recovery shall be
allocated consistent with (i), (ii) and (iii) above among the investment
companies that sustained such loss, without regard to the proportion of the
actual aggregate loss recovered, and with the $44,925,000, $24,800,000 and
$350,000 amounts being reduced proportionate to any reduction to the $70,075,000
total insured bond as a result of such compromise unless the compromise was
based on facts and circumstances particular to one or more, but fewer than all,
insured parties seeking to recover, in which case any or all of the $44,925,000,
$24,800,000 or $350,000 amounts will be adjusted in an equitable manner taking
into account the particular facts and circumstances and the principles reflected
above.
4. This Agreement may not be amended or modified in any manner except by a
written agreement executed by all parties hereto.
5. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed in its name and on its behalf by its authorized representative
effective as of the day and year first written above.
/s/ Emilie D. Wrapp
-----------------------------
Emilie D. Wrapp
Secretary for each of the Investment Companies
/s/ David M. Lesser
-----------------------------
David M. Lesser
Assistant Secretary for AllianceBernstein L.P.
SCHEDULE A
----------
Allocated Bond
Registered Management Investment Companies Cost($) Amount ($)
------------------------------------------ --------- ----------
AllianceBernstein Income Fund, Inc. 7,299.40 2,100,000
AllianceBernstein Global High Income Fund, Inc. 5,213.86 1,500,000
Alliance California Municipal Income Fund, Inc. 2,085.54 600,000
Alliance New York Municipal Income Fund, Inc. 1,824.85 525,000
AllianceBernstein National Municipal Income Fund, Inc. 3,128.31 900,000
AllianceBernstein Balanced Shares, Inc. 3,475.90 1,000,000
AllianceBernstein Blended Style Series, Inc. 5,213.86 1,500,000
AllianceBernstein Bond Fund, Inc. 5,909.04 1,700,000
AllianceBernstein Cap Fund, Inc. 3,475.90 1,000,000
AllianceBernstein Core Opportunities Fund, Inc. 1,824.85 525,000
AllianceBernstein Corporate Shares 1,824.85 525,000
AllianceBernstein Equity Income Fund, Inc. 3,128.31 900,000
AllianceBernstein Exchange Reserves 5,909.04 1,700,000
AllianceBernstein Fixed-Income Shares, Inc. 8,689.76 2,500,000
AllianceBernstein Global Bond Fund, Inc. 8,689.76 2,500,000
AllianceBernstein Global Real Estate
Investment Fund, Inc. 1,824.85 525,000
AllianceBernstein Global Thematic
Growth Fund, Inc. 4,344.88 1,250,000
AllianceBernstein Growth & Income Fund, Inc. 5,213.86 1,500,000
AllianceBernstein High Income Fund, Inc. 8,689.76 2,500,000
AllianceBernstein Institutional Funds, Inc. 3,475.90 1,000,000
AllianceBernstein International Growth Fund, Inc. 3,475.90 1,000,000
AllianceBernstein Large-Cap Growth Fund, Inc. 5,213.86 1,500,000
AllianceBernstein Multi-Manager Alternative Fund 1,216.57 350,000
AllianceBernstein Municipal Income Fund, Inc. 7,994.58 2,300,000
AllianceBernstein Municipal Income Fund II 5,213.86 1,500,000
AllianceBernstein Small/Mid-Cap Growth Fund, Inc. 3,475.90 1,000,000
AllianceBernstein Trust 7,299.40 2,100,000
AllianceBernstein Unconstrained Bond Fund, Inc. 1,824.85 525,000
AllianceBernstein Variable Products
Series Fund, Inc. 8,689.76 2,500,000
Sanford C. Bernstein Fund, Inc.
California Municipal Portfolio 4,344.88 1,250,000
Diversified Municipal Portfolio 8,689.76 2,500,000
Emerging Markets Portfolio 5,213.86 1,500,000
Intermediate Duration Portfolio 8,689.76 2,500,000
International Portfolio 5,213.86 1,500,000
New York Municipal Portfolio 5,909.04 1,700,000
Short Duration California Municipal Portfolio 1,824.85 525,000
Short Duration Diversified Municipal Portfolio 3,128.31 900,000
Short Duration New York Municipal Portfolio 2,085.54 600,000
Short Duration Plus Portfolio 3,128.31 900,000
Tax-Managed International Portfolio 7,994.58 2,300,000
U.S. Government Short Duration Portfolio 1,824.85 525,000
Overlay A Portfolio 5,213.86 1,500,000
Overlay B Portfolio 4,344.88 1,250,000
Tax-Aware Overlay A Portfolio 7,299.40 2,100,000
Tax-Aware Overlay B Portfolio 5,213.86 1,500,000
Tax-Aware Overlay C Portfolio 3,475.90 1,000,000
Tax-Aware Overlay N Portfolio 2,606.93 750,000
Sanford C. Bernstein Fund II, Inc. 4,344.88 1,250,000
The AllianceBernstein Portfolios 8,689.76 2,500,000
The AllianceBernstein Pooling Portfolios 8,689.76 2,500,000
Totals $243,574.00 $70,075,000