SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. ___)
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AllianceBernstein Global High Income Fund, Inc.
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[A/B]
[LOGO]/R/
ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC.
ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC.
ALLIANCE CALIFORNIA MUNICIPAL INCOME FUND, INC.
--------------------------------------------------------------------------------
1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
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NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS
MARCH 28, 2018
To the stockholders of AllianceBernstein Global High Income Fund, Inc.
("AGHIF"), AllianceBernstein National Municipal Income Fund, Inc. ("ANMIF") and
Alliance California Municipal Income Fund, Inc. ("ACMIF"):
Notice is hereby given that a Joint Annual Meeting of Stockholders (the
"Meeting") of AGHIF, ANMIF and ACMIF, 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 28, 2018 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 21, 2018:
1. To elect Class Three Directors of each Fund, each such Director to hold
office for a term of three years and until his or her successor is duly
elected and qualifies;
2. To elect a Preferred Director of ANMIF and ACMIF for a term of two years
and until her successor is duly elected and qualifies; and
3. To transact such other business as may properly come before the Meeting
or any postponement or adjournment thereof.
Any stockholder of record of AGHIF, ANMIF or ACMIF at the close of business
on February 20, 2018 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,
Emilie D. Wrapp
Secretary
New York, New York
February 21, 2018
--------------------------------------------------------------------------------
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.
ALLIANCE CALIFORNIA MUNICIPAL INCOME FUND, INC.
1345 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10105
-----------------
JOINT ANNUAL MEETING OF STOCKHOLDERS
MARCH 28, 2018
-----------------
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"),
AllianceBernstein National Municipal Income Fund, Inc. ("ANMIF") and Alliance
California Municipal Income Fund, Inc. ("ACMIF"), each of which is a Maryland
corporation (each, a "Fund" and collectively, the "Funds"), to be voted at a
Joint Annual Meeting of Stockholders of the Funds (the "Meeting"), to be held
at the offices of the Funds, 1345 Avenue of the Americas, New York, New York
10105, on March 28, 2018 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 21, 2018.
Any stockholder who owned shares of AGHIF, ANMIF or ACMIF at the close of
business on February 20, 2018 (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
shareholder 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 shareholder 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 28, 2018. THE PROXY
STATEMENT IS AVAILABLE ON THE INTERNET AT
WWW.ALLIANCEBERNSTEIN.COM/ABFUNDSPROXY.
1
PROPOSALS ONE AND TWO:
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 all of the Funds, the terms of
Class Three Directors will expire as of the Meeting, the terms of Class One
Directors will expire as of the annual meeting of stockholders to be held in
2019, and the terms of Class Two Directors will expire as of the annual meeting
of stockholders to be held in 2020. 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 of three years and until 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 and ACMIF,
including each series of Auction Preferred Shares and of the Variable Rate
MuniFund Term Preferred Shares (the "Preferred Stockholders") will have equal
voting rights with the holders of the common stock of ANMIF and ACMIF (i.e.,
one vote per share), respectively, and will vote together with the holders of
the common stock as a single class on proposals that may be properly presented
at the Meeting applicable to their respective Funds, as described below. The
Preferred Stockholders, voting separately as a class, have the right to elect
two Directors of their respective Fund ("Preferred Directors"). The Preferred
Directors are Carol C. McMullen, a Class Two Director of ANMIF and ACMIF, and
Michael J. Downey, a Class One Director of ANMIF and ACMIF. While the Preferred
Stockholders have the right to elect the Preferred Directors, only one
Preferred Director, Carol C. McMullen, is standing for election at the Meeting.
It is expected that Michael J. Downey will stand for election at the annual
meeting of stockholders to be held in 2019.
PROPOSAL ONE - ALL FUNDS
At the Meeting, Marshall C. Turner, Jr., Garry L. Moody and Earl D. Weiner
are standing for election as Class Three Directors of each Fund. 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.
2
The affirmative vote of a majority of the votes entitled to be cast by a
Fund's Preferred Stockholders (as applicable) and common stockholders voting
together as a single class is required to elect a Class Three 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.
PROPOSAL TWO - ANMIF AND ACMIF
At the meeting, one Preferred Director of each of ANMIF and ACMIF will be
standing for election as a Preferred Director to serve for a term of two years
and until her successor is elected and qualifies. Carol C. McMullen, a
Class Two Director of each Fund, will stand for election as a Preferred
Director by the Preferred Stockholders of ANMIF and ACMIF. The nominee has
consented to serve as a Preferred Director. The Board knows of no reason why
the nominee will be unable to serve, but in the event the 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 by the
Preferred Stockholders of each of ANMIF and ACMIF, voting separately, is
required to elect a Preferred Director of ANMIF and ACMIF, respectively. It is
the intention of the persons named in the enclosed proxy to nominate and vote
in favor of the election of the nominee.
3
Certain information concerning each person nominated for election as a
Director or a Preferred Director by the Board, and each person currently
serving and intending to continue to serve as a Director after the Meeting, 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 Private Investor since prior to 96 Xilinx, Inc.
Chairman of the Board Three Fund: 13 2013. Former Chairman and (programmable
76 (2021)+ CEO of Dupont Photomasks, logic semi-
Inc. (components of semi- conductors)
conductor manufacturing). He since 2007
has extensive operating
leadership and venture capital
investing experience, including
five interim or full-time CEO
roles, and prior service as
general partner of institutional
venture capital partnerships. He
also has extensive non-profit
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 Each Private Investor since prior to 96 The Asia
74 One Fund: 13 2013. Formerly, managing Pacific Fund,
(2019) partner of Lexington Capital, Inc.
LLC (investment advisory (registered
firm) from December 1997 investment
until December 2003. He company)
served as a Director of since prior to
Prospect Acquisition Corp. 2013
(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.
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
-------------------------- -------- ---------- ----------------------------------- ----------- --------------
William H. Foulk, Jr.,/#/ Class AGHIF: 25 Investment Adviser and an 96 None
85 Two ANMIF and Independent Consultant since
(2020) ACMIF: 16 prior to 2013. Previously, he
was Senior Manager of Barrett
Associates, Inc., a registered
investment adviser. He was
formerly Deputy Comptroller
and Chief Investment Officer
of the State of New York and,
prior thereto, Chief Investment
Officer of the New York Bank
for Savings. He has served as a
director or trustee of various
AB Funds since 1983, and was
Chairman of the Independent
Directors Committees of the
AB Funds from 2003 until
early February 2014. He
served as Chairman of such
AB Funds from 2003 through
December 2013. He is also
active in a number of mutual
fund related organizations and
committees.
Nancy P. Jacklin,/#/ Class Each Private investor since prior to 96 None
69 One Fund: 12 2013. Professorial Lecturer at
(2019) 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 Chairman of the
Governance and Nominating
Committees of the AB Funds
since August 2014.
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
---------------------- -------- --------- ------------------------------ ----------- --------------
Carol C. McMullen,/#/ Class Each Managing Director of Slalom 96 None
62 Two Fund: 2 Consulting (consulting) since
(2020) 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.
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
------------------- -------- --------- --------------------------------- ----------- --------------
Garry L. Moody,/#/ Class Each Independent Consultant. 96 None
65 Three Fund: 10 Formerly, Partner, Deloitte &
(2021)+ 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 Each Of Counsel, and Partner prior 96 None
78 Three Fund: 11 to January 2007, of the law
(2021)+ 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.
7
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 Each Senior Vice President of 96 None
1345 Avenue of the One Fund: 9 AllianceBernstein L.P. (the
Americas (AGHIF "Adviser")+++ and head of
New York, NY 10105 2019) AllianceBernstein
57 Class Investments, Inc. ("ABI")+++
Two since July 2008; Director of
(ANMIF ABI and President of the AB
and Mutual Funds. Previously, he
ACMIF served as Executive Managing
2020) 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.
In addition to the public company directorships currently held by the
Directors set forth in the table above, Mr. Turner was a director of SunEdison,
Inc. (solar materials and power plants) since prior to 2013 until July 2014,
Mr. Downey was a director of The Merger Fund (a registered investment company)
until 2013, and Mr. Moody was a director of Greenbacker Renewable Energy
Company LLC (renewable energy and energy efficiency projects) from August 2013
until January 2014.
8
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, 2017 AS OF DECEMBER 31, 2017
---------------------- -----------------------
INDEPENDENT DIRECTORS
Michael J. Downey None Over $100,000
William H. Foulk, Jr. AGHIF: $10,001-$50,000 Over $100,000
ANMIF: $1-$10,000
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 AGHIF: $10,001-$50,000 Over $100,000
INTERESTED DIRECTOR
Robert M. Keith None None
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 takes into account the
contribution that the candidate would be expected to make to the diverse mix of
experience, qualifications, attributes and skills that the Governance and
Nominating Committee believes contributes to good governance for the Fund.
Additional information 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,
9
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; Mr. Foulk has experience in the investment advisory and securities
businesses, including as Deputy Comptroller and Chief Investment Officer of the
State of New York (where his responsibilities included bond issuances, cash
management and oversight of the New York Common Retirement Fund), served as
Chairman of the Independent Directors Committees from 2003 until early February
2014, served as Chairman of the AB Funds from 2003 through December 2013, and
is active in a number of mutual fund related organizations and committees;
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 both the governing
council of an organization of independent directors of mutual funds, and
10
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 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 includes registered investment companies and as director or trustee of
various non-profit organizations and 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
11
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 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 and the Global Heads of Investment Risk and
Trading Risk 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.
12
During each Fund's fiscal year ended in 2017, the Board of ACMIF met six
times; of AGHIF, seven times; and of ANMIF, six 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 2017, the Audit Committee of ACMIF met three times; of AGHIF, three
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.
13
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 2017, the Governance and
Nominating Committee of ACMIF met four times; of AGHIF, three times; and of
ANMIF, four 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 2017, the Independent Directors Committee of ACMIF met
eight times; of AGHIF, seven times; and of ANMIF, eight times. The Independent
Directors meet in executive session without representation of management
present at every Board meeting. In the fiscal year ended in 2017, the approval
of the Advisory and Shareholder Inquiry Agency Agreements of each Fund was
considered at the October 31-November 2, 2017 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. None of the Funds pays any fees to, or reimburses
expenses of, any Director during a time when the Director is considered an
"interested person" of the Fund. Information concerning the aggregate
compensation paid during the calendar year 2017 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 2017 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.
14
NUMBER OF
NUMBER OF INVESTMENT
INVESTMENT PORTFOLIOS
COMPANIES IN THE WITHIN THE
AB FUND AB FUND
COMPENSATION COMPLEX, COMPLEX,
FROM THE INCLUDING THE INCLUDING THE
COMPENSATION AB FUND FUNDS, AS TO FUNDS, AS TO
FROM THE COMPLEX, WHICH THE WHICH THE
FUNDS DURING INCLUDING THE DIRECTOR IS A DIRECTOR IS A
THEIR FISCAL YEARS FUNDS, DURING DIRECTOR OR DIRECTOR OR
NAME OF DIRECTOR ENDED 2017 2017 TRUSTEE TRUSTEE
------------------------ ------------------ ------------- ---------------- -------------
INDEPENDENT DIRECTORS
Michael J. Downey $2,640 AGHIF $285,000 26 96
$2,809 ANMIF
$2,809 ACMIF
William H. Foulk, Jr. $2,640 AGHIF $285,000 26 96
$2,809 ANMIF
$2,809 ACMIF
Nancy P. Jacklin $2,811 AGHIF $305,000 26 96
$3,001 ANMIF
$3,001 ACMIF
Carol C. McMullen $2,041 AGHIF $285,000 26 96
$2,809 ANMIF
$2,809 ACMIF
Garry L. Moody $2,976 AGHIF $325,000 26 96
$3,191 ANMIF
$3,191 ACMIF
Marshall C. Turner, Jr. $4,445 AGHIF $480,000 26 96
$4,730 ANMIF
$4,730 ACMIF
Earl D. Weiner $2,640 AGHIF $285,000 26 96
$2,809 ANMIF
$2,809 ACMIF
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR EACH OF THE
NOMINEES FOR DIRECTOR IN PROPOSAL ONE, AND THAT THE PREFERRED STOCKHOLDERS VOTE
FOR THE NOMINEE FOR PREFERRED DIRECTOR IN PROPOSAL TWO. FOR EACH FUND, APPROVAL
OF PROPOSAL ONE REQUIRES THE AFFIRMATIVE VOTE OF A MAJORITY OF THE VOTES
ENTITLED TO BE CAST. FOR EACH OF ANMIF AND ACMIF, APPROVAL OF PROPOSAL TWO
REQUIRES THE AFFIRMATIVE VOTE OF THE MAJORITY OF THE VOTES ENTITLED TO BE CAST
BY THAT FUND'S PREFERRED STOCKHOLDERS.
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,
15
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 nominee does not
have discretionary power to vote). For each Fund, the election of the nominees
as Director in Proposal One requires the affirmative vote of a majority of the
votes entitled to be cast by the Fund's Preferred Stockholders (as applicable)
and common stockholders voting together as a single class. For each of ANMIF
and ACMIF, the election of the nominee as Preferred Director in Proposal Two
requires the affirmative vote of a majority of the votes entitled to be cast by
the Fund's Preferred Stockholders voting separately. 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 Proposals One and Two.
If any proposal, other than Proposals One and Two, 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 Proposals One and Two (as described in the Proxy Statement) have not been
timely received, the Chairman 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 all the Funds are to consider and vote on
the election of Directors. Stockholders of each Fund will vote separately on
the election of Directors for that Fund and on any other matter that may
properly come before the Meeting for 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
16
another Fund. As described above, Preferred Stockholders will have equal voting
rights with the holders of the common stock of ANMIF and ACMIF, respectively,
and will vote together with the holders of the common stock as a single class
for purposes of electing the nominees as Director in Proposal One and on any
proposal that may be properly presented at the Meeting applicable to their
respective Funds. The Preferred Stockholders of ANMIF and ACMIF will vote
separately for purposes of electing the nominee as Preferred Director in
Proposal Two.
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 $5,000 for its services,
plus reimbursement of out-of-pocket expenses, to be divided equally among the
Funds ($1,667 per Fund).
OTHER INFORMATION
OFFICERS OF THE FUNDS
---------------------
Certain information concerning the Funds' officers is set forth below. Each
officer is elected annually by the Board and serves a one-year term until his
or her successor is duly elected and qualifies.
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.
57 Executive Officer, all Funds
(09/08)
Robert (Guy) B. Davidson III Senior Vice President, Senior Vice President of the
56 ANMIF (4/02) Adviser**, with which he has been
ACMIF (4/02) associated since prior to 2013.
Douglas J. Peebles Vice President, Senior Vice President of the
52 AGHIF (5/16) Adviser**, with which he has been
associated since prior to 2013.
Fred S. Cohen Vice President, Senior Vice President of the
59 ACMIF (10/05) Adviser**, with which he has been
ANMIF (10/05) associated since prior to 2013.
Paul J. DeNoon Vice President, Senior Vice President of the
55 AGHIF (4/94) Adviser**, with which he has been
associated since prior to 2013.
Gershon Distenfeld Vice President, Senior Vice President of the
42 AGHIF (2/17) Adviser**, with which he has been
associated since prior to 2013.
Terrance T. Hults Vice President, Senior Vice President of the
51 ANMIF (12/01) Adviser**, with which he has been
ACMIF (12/01) associated since prior to 2013.
17
NAME, ADDRESS* POSITION(S) (MONTH AND PRINCIPAL OCCUPATION DURING PAST 5
AND AGE YEAR FIRST ELECTED) YEARS (OR LONGER)
-------------------- ------------------------------ -------------------------------------
Matthew Norton Vice President Vice President of the Adviser**, with
35 ANMIF (2/16) which he has been associated since
ACMIF (2/16) prior to 2013.
Matthew S. Sheridan Vice President, Senior Vice President of the
42 AGHIF (5/17) Adviser**, with which he has been
associated since prior to 2013.
Joseph J. Mantineo Treasurer and Chief Financial Senior Vice President of
58 Officer, all Funds (8/06) AllianceBernstein Investor Services,
Inc. ("ABIS")**, with which he has
been associated since prior to 2013.
Phyllis J. Clarke Controller, Vice President of ABIS**, with which
57 ANMIF (5/09) she has been associated since prior
ACMIF (5/09) to 2013.
Stephen Woetzel Controller, Vice President of ABIS**, with which
46 AGHIF (5/09) he has been associated since prior to
2013.
Vincent S. Noto Chief Compliance Officer, Senior Vice President since 2015 and
53 all Funds (01/14) Mutual Fund Chief Compliance Officer
of the Adviser** since 2014. Prior
thereto, he was Vice President and
Director of Mutual Fund Compliance of
the Adviser** since prior to 2013.
Emilie D. Wrapp Secretary, Senior Vice President, Assistant
62 all Funds (10/05) General Counsel and Assistant
Secretary of ABI**, with which she
has been associated since prior to
2013.
---------------------
* The address for the Funds' officers is 1345 Avenue of the Americas, New
York, New York 10105.
** An affiliate of each of the Funds.
STOCK OWNERSHIP
---------------
The outstanding voting shares of AGHIF as of the Record Date consisted of
86,229,677 shares of common stock. The outstanding voting securities of ANMIF
as of the Record Date consisted of 28,744,936 shares of common stock, 3,685
shares of Auction Preferred Shares, Series M, Series W, Series TH and Series T,
and 5,644 shares of Variable Rate MuniFund Term Preferred Shares. The
outstanding voting shares of ACMIF as of the Record Date consisted of 8,554,668
shares of common stock, 1,195 shares of Auction Preferred Shares, Series M and
Series T, and 1,605 shares of Variable Rate MuniFund Term Preferred Shares.
As of February 2, 2018, the Directors and officers of each Fund, both
individually and as a group, owned less than 1% of the shares of any Fund.
During
18
each Fund's most recently completed fiscal year, the Fund's Directors as a
group did not engage in the purchase or sale of more than 1% of any class of
securities of the Adviser or of any of its parents or subsidiaries.
AUDIT COMMITTEE REPORT
----------------------
The following Audit Committee Report was adopted by the Audit Committee 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
19
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, 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:
John H. Dobkin* Nancy P. Jacklin
Michael J. Downey Carol C. McMullen
William H. Foulk, Jr. Marshall C. Turner, Jr.
Garry L. Moody Earl D. Weiner
--------
* Mr. Dobkin retired as a Director of each of ACMIF and ANMIF effective
December 31, 2017.
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
January 31-February 1, 2017 (AGHIF) and October 31-November 2, 2017 (ANMIF and
ACMIF), 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
20
independent registered public accounting firm to audit the accounts of each
Fund for the fiscal year ending, as applicable, March 31, 2018 (AGHIF) and
October 31, 2018 (ANMIF and ACMIF).
Ernst & Young LLP has audited the accounts of AGHIF, ANMIF and ACMIF since
the respective dates of the commencement of each of the Fund's operations, and
has represented that it does not have any direct financial interest or any
material indirect financial interest in any of the Funds. Representatives of
Ernst & Young LLP are expected to attend the Meeting, to have the opportunity
to make a statement and to respond to appropriate questions from the
stockholders.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S FEES
----------------------------------------------------
The following table sets forth the aggregate fees billed by the independent
registered public accounting firm for each Fund's last two fiscal years for
professional services rendered for: (i) the audit of the Fund's annual
financial statements included in the Fund's annual report to stockholders;
(ii) assurance and related services that are reasonably related to the
performance of the audit of the Fund's financial statements and are not
reported under (i), which include advice and education on accounting and
auditing issues, quarterly press release reviews and preferred stock
maintenance testing (for those Funds that issue preferred stock); (iii) tax
compliance, tax advice and tax return preparation; and (iv) aggregate non-audit
services provided to the Fund, the 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 High 2016 $150,345 $ 8,051 $30,871 $0 $493,067
Income Fund, Inc. 2017 $154,767 $ 8,056 $30,637 $0 $716,983
AllianceBernstein National 2016 $ 42,412 $18,609 $18,014 $0 $472,443
Municipal Income Fund, Inc. 2017 $ 42,412 $ 8,010 $18,384 $0 $749,509
Alliance California Municipal 2016 $ 42,412 $18,591 $18,014 $0 $472,425
Income Fund, Inc. 2017 $ 42,412 $ 8,003 $18,384 $0 $749,502
--------
* The fees vary because they are presented based on each Fund's last two
fiscal years and reflect fees for non-audit services for different periods.
Beginning with audit and non-audit service contracts entered into on or
after May 6, 2003, the Funds' Audit Committee policies and procedures require
the pre-approval of all audit and non-audit services provided to a Fund by the
Fund's independent registered public accounting firm. A Fund's Audit Committee
policies
21
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 2017 are for services pre-approved by each
Fund's Audit Committee. The amounts of the Fees for Non-Audit Services provided
to the Fund, the Adviser and Service Affiliates in the table for each Fund that
were subject to pre-approval by the Audit Committee for 2017 were AGHIF,
$38,693 (comprising $8,056 of audit related fees and $30,637 of tax fees);
ANMIF, $26,394 (comprising $8,010 of audit related fees and $18,384 of tax
fees); and ACMIF, $26,387 (comprising $8,003 of audit related fees and $18,384
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 by any person subject to Section 16 under the
Securities Exchange Act of 1934 during the Fund's fiscal year ended 2017.
OTHER MATTERS
Management of each Fund does not know of any matters properly to be
presented at the Meeting other than those mentioned in this Proxy Statement. If
any other matters properly come before the Meeting, the shares represented by
proxies will be voted with respect thereto in the discretion of the person or
persons voting the proxies. As of February 2, 2018, 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 First Trust Portfolios L.P., First Trust common stock 2,514,173 8.75%
Advisors L.P. and The Charger
Corporation (120 East Liberty Drive,
Suite 400, Wheaton, Illinois 60187)
22
NUMBER PERCENTAGE
FUND SHAREHOLDER (ADDRESS) CLASS OF SHARES OF SHARES OF CLASS
----- ----------------------------------------- ---------------- --------- ----------
ANMIF UBS AG on behalf of UBS Securities auction rate 1,049 28.47%
LLC and UBS Financial Services Inc. preferred stock
(Bahnhofstrasse 45, P.O. Box
CH-8049, Zurich, Switzerland)
ANMIF Bank of America Corp. (Bank of auction rate 1,770 48.03%
America Corporate Center, 100 North preferred stock
Tryon Street, Charlotte, North
Carolina 28255), Bank of America
N.A. (101 South Tryon Street,
Charlotte, North Carolina 28255) and
Blue Ridge Investments, L.L.C. (214
North Tryon Street, Charlotte, North
Carolina 28255)
ANMIF Bank of America Corp. (Bank of variable rate 5,644 100%
America Corporate Center, 100 North munifund term
Tryon Street, Charlotte, North preferred stock
Carolina 28255) and Bank of America
Corp. Preferred Funding Corp. (214
North Tryon Street, Charlotte, North
Carolina 28255)
ACMIF First Trust Portfolios L.P., First Trust common stock 1,050,624 12.28%
Advisors L.P. and The Charger
Corporation (120 East Liberty Drive,
Suite 400, Wheaton, Illinois 60187)
ACMIF UBS AG on behalf of UBS Securities auction rate 351 29.37%
LLC and UBS Financial Services Inc. preferred stock
(Bahnhofstrasse 45, P.O. Box
CH-8049, Zurich, Switzerland)
ACMIF Bank of America Corp. (Bank of auction rate 834 69.79%
America Corporate Center, 100 North preferred stock
Tryon Street, Charlotte, North
Carolina 28255), Bank of America
N.A. (101 South Tryon Street,
Charlotte, North Carolina 28255) and
Blue Ridge Investments, L.L.C. (214
North Tryon Street, Charlotte, North
Carolina 28255)
ACMIF Bank of America Corp. (Bank of variable rate 1,605 100%
America Corporate Center, 100 North munifund term
Tryon Street, Charlotte, North preferred stock
Carolina 28255) and Bank of America
Corp. Preferred Funding Corp. (214
North Tryon Street, Charlotte, North
Carolina 28255)
23
SUBMISSION OF PROPOSALS FOR THE
NEXT ANNUAL MEETING OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the next annual
meeting of stockholders of a Fund must be received by the Fund by October 24,
2018 for inclusion in the Fund's proxy statement and proxy card relating to
that meeting. The submission by a stockholder of a proposal for inclusion in
the proxy statement does not guarantee that it will be included. In addition,
stockholder proposals are subject to certain requirements under the federal
securities laws and the Maryland General Corporation Law and must be submitted
in accordance with each Fund's Bylaws. To be presented at the 2019 Annual
Meeting of Stockholders, a stockholder proposal that is not otherwise
includable in the Proxy Statement for the 2018 Annual Meeting must be delivered
by a stockholder of record to the Fund no sooner than September 24, 2018 and no
later than October 24, 2018.
The persons named as proxies for the 2019 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
September 24, 2018 and no later than October 24, 2018. 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,
Emilie D. Wrapp
Secretary
February 21, 2018
New York, New York
24
TABLE OF CONTENTS PAGE
----------------------------------- ----
Introduction....................... 1
Proposals One and Two: Election of
Directors......................... 2
Proxy Voting and Stockholder
Meeting........................... 15
Information as to the Investment
Adviser and the Administrator of
the Funds......................... 22
Section 16(a) Beneficial Ownership
Reporting Compliance.............. 22
Other Matters...................... 22
Submission of Proposals for the
Next Annual Meeting of
Stockholders...................... 24
Reports to Stockholders............ 24
ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC.
ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC.
ALLIANCE CALIFORNIA MUNICIPAL INCOME FUND, INC.
--------------------------------------------------------------------------------
[A/B]
[LOGO]/R/
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NOTICE OF JOINT ANNUAL MEETING
OF STOCKHOLDERS AND
PROXY STATEMENT
FEBRUARY 21, 2018
PROXY CARD
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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 28, 2018
Please detach at perforation before mailing.
PROXY ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC. PROXY
JOINT ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 28, 2018
COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE FUND. The
undersigned stockholder of AllianceBernstein Global High 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 28, 2018, 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.
The undersigned hereby acknowledges receipt of the Notice of Joint Annual
Meeting of Stockholders and accompanying Proxy Statement and revokes any proxy
heretofore given with respect to the Meeting. The shares represented hereby will
be voted as indicated or FOR the Proposal if no choice is indicated. The shares
Represented hereby will be voted in the discretion of the proxy holder on any
other matter that may properly come before the Meeting.
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
AGH_29650_021318
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 28, 2018
The Proxy Statement and Proxy Card for this meeting are available at:
https://www.proxy-direct.com/all-29650
--------------------------------------
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
PROPOSAL.
1. Election of three Class Three Directors: FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
01. Marshall C. Turner, Jr. [ ] [ ] [ ]
02. Garry L. Moody
03. Earl D. Weiner
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.
---------------------------------------------------------------------------
3. 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, administrator, trustee, guardian, officer of
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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| |
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Signature 2 - Please keep signature within the box
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| |
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608999900109999999999
AGH1 29650