SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. ___)
Filed by the Registrant /X /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Materials Pursuant to Section 240.14a-12
AllianceBernstein Income Fund, Inc.
-----------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
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if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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[LOGO]
ALLIANCEBERNSTEIN
Investments
ALLIANCEBERNSTEIN INCOME FUND, INC.
ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC.
ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC.
ALLIANCE CALIFORNIA MUNICIPAL INCOME FUND, INC.
ALLIANCE NEW YORK MUNICIPAL INCOME FUND, INC.
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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 31, 2009
To the Stockholders of AllianceBernstein Income Fund, Inc. ("ABIF"),
AllianceBernstein Global High Income Fund, Inc. ("AGHIF"), AllianceBernstein
National Municipal Income Fund, Inc. ("ANMIF"), Alliance California Municipal
Income Fund, Inc. ("ACMIF") and Alliance New York Municipal Income Fund, Inc.
("ANYMIF"):
Notice is hereby given that a Joint Annual Meeting of Stockholders (the
"Meeting") of ABIF, AGHIF, ANMIF, ACMIF and ANYMIF, each of which is a Maryland
corporation (individually, a "Fund" and collectively, the "Funds"), will be
held at the offices of the Funds, 1345 Avenue of the Americas, 41st Floor, New
York, New York 10105, on March 31, 2009 at 3:30 p.m., Eastern Time, for the
following purposes, all of which are more fully described in the accompanying
Proxy Statement dated February 18, 2009:
1. To elect four Directors of each Fund, each such Director to hold office
for a term of either one, two or three years, as provided herein, and
until his successor is duly elected and qualifies; and
2. To transact such other business as may properly come before the Meeting.
The Boards of Directors of ABIF, AGHIF, ANMIF, ACMIF and ANYMIF have fixed
the close of business on February 17, 2009 as the record date for the
determination of stockholders entitled to notice of, and to vote at, the
Meeting or any postponement or adjournment thereof. The enclosed proxy is being
solicited on behalf of the Board of Directors of each Fund.
By Order of the Boards of Directors,
Robert M. Keith
President
New York, New York
February 18, 2009
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YOUR VOTE IS IMPORTANT
Please indicate your voting instructions on the enclosed Proxy Card, sign
and date it, and return it in the envelope provided, which needs no postage if
mailed in the United States. Your vote is very important no matter how many
shares you own. Please complete, date, sign and return your proxy promptly in
order to save the Funds any additional cost of further proxy solicitation and
in order for the Meeting to be held as scheduled.
--------------------------------------------------------------------------------
AllianceBernstein(R) and the AB Logo are registered trademarks and service
marks used by permission of the owner, AllianceBernstein L.P.
PROXY STATEMENT
ALLIANCEBERNSTEIN INCOME FUND, INC.
ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC.
ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC.
ALLIANCE CALIFORNIA MUNICIPAL INCOME FUND, INC.
ALLIANCE NEW YORK MUNICIPAL INCOME FUND, INC.
1345 Avenue of the Americas
New York, New York 10105
-----------------
JOINT ANNUAL MEETING OF STOCKHOLDERS
March 31, 2009
-----------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the respective Boards of Directors of AllianceBernstein
Income Fund, Inc. ("ABIF"), AllianceBernstein Global High Income Fund, Inc.
("AGHIF"), AllianceBernstein National Municipal Income Fund, Inc. ("ANMIF"),
Alliance California Municipal Income Fund, Inc. ("ACMIF") and Alliance New York
Municipal Income Fund, Inc. ("ANYMIF"), each of which is a Maryland corporation
(individually, a "Fund" and collectively, the "Funds"), to be voted at a Joint
Annual Meeting of Stockholders of the Funds (the "Meeting"), to be held at the
offices of the Funds, 1345 Avenue of the Americas, New York, New York 10105, on
March 31, 2009 at 3:30 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
18, 2009.
Any stockholder who owned shares of ABIF, AGHIF, ANMIF, ACMIF and ANYMIF on
February 17, 2009 (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.
Important Notice Regarding Availability of Proxy Materials for the
Stockholders' Meeting to Be Held on Tuesday, March 31, 2009. The Proxy
Statement is available on the Internet at http://www.alliancebernstein.com
(click on US Investors & Financial Advisors/Investment Products/Mutual
Funds/Closed-End).
1
PROPOSAL ONE
ELECTION OF DIRECTORS
At the Meeting, four Directors of each Fund will be elected to serve for
terms of either one, two or three years and, in each case, until his successor
is elected and qualifies. The affirmative vote of a majority of the votes cast
by a Fund's stockholders is required to elect a Director. It is the intention
of the persons named in the enclosed proxy to nominate and vote in favor of the
election of each of the nominees.
At the Meeting, the holders of each series of preferred stock of ANMIF,
ACMIF and ANYMIF (the "Preferred Stockholders") will have equal voting rights
with the holders of the common stock of ANMIF, ACMIF and ANYMIF (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 Fund ("Preferred Directors"). The Preferred Directors are
John H. Dobkin and Michael J. Downey and each are members of Class One of
ANMIF, ACMIF and ANYMIF. While the Preferred Stockholders have the right to
elect the Preferred Directors, they are not standing for election at the
Meeting because the terms of the Class One Directors do not expire until 2010.
Under the Funds' respective Charters and Bylaws, the Board of Directors of
each Fund has been divided into three classes. For all of the Funds, the terms
of Class 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
2010 and the terms of Class Two Directors will expire as of the annual meeting
of stockholders to be held in 2011. Upon expiration of the terms of the
Directors of each class as set forth above, the terms of their successors in
that class will continue until the end of their terms and until their
successors are duly elected and qualify.
Under this classified Board structure, only those Directors in a single
class are required to be elected at the annual meeting of stockholders. It
would require two years of annual meeting elections to change a majority of the
Board of Directors of a Fund, although Maryland law provides that stockholders
may remove Directors under certain circumstances even if they are not then
standing for re-election. This classified Board structure, which may be
regarded as an "anti-takeover" provision, may make it more difficult for a
Fund's stockholders to change the majority of Directors of the Fund and, thus,
have the effect of maintaining the continuity of management.
On February 5, 2009, the Board of Directors of each Fund recommended Robert
M. Keith to stockholders for election in Class One of AGHIF, and in Class Two
of ABIF, ANMIF, ACMIF and ANYMIF. Mr. Keith will stand for election at the
Meeting for each of the Funds.
2
At the Meeting, Garry L. Moody, Marshall C. Turner, Jr. and Earl D. Weiner
are standing for election in Class Three of each Fund; and Mr. Keith is
standing for election in Class One of AGHIF, and in Class Two of ABIF, ANMIF,
ACMIF and ANYMIF. Each nominee has consented to serve as a Director. The Boards
of Directors know of no reason why any of the nominees for the Boards of
Directors will be unable to serve, but in the event any nominee is unable to
serve or for good cause will not serve, the proxies received indicating a vote
in favor of such nominee will be voted for such substitute nominees as the
Boards of Directors may recommend.
Certain information concerning the Funds' Directors and nominee for Director
is set forth below.
Number of
Portfolios
in
Year Alliance-
Term Bernstein Other
as a Fund Director-
Director Complex ships
Name, Address* Will Years of Principal Occupation(s) Overseen Held by
and Age Expire Service** During Past 5 Years by Director Director
----------------------------- -------- --------- ---------------------------- ----------- ---------
DISINTERESTED
DIRECTORS
Chairman of the Board
William H. Foulk, Jr., #, ## Class AGHIF: Investment Adviser and an 93 None
76 Two 16 Independent Consultant.
(Each ABIF: 11, Previously, he was Senior
Fund ANMIF, Manager of Barrett
2011) ACMIF Associates, Inc., a
and registered investment
ANYMIF: adviser, with which he had
7 been associated since prior
to 2004. 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.
John H. Dobkin, # Class ABIF: 22 Consultant. Formerly, 91 None
67 One AGHIF: President of Save Venice,
(ABIF, 16, Inc. (preservation
ANMIF, ANMIF, organization) from 2001-
ACMIF ACMIF 2002, Senior Adviser from
and and June 1999-June 2000 and
ANYMIF ANYMIF: President of Historic
2010) 7 Hudson Valley (historic
preservation) from
Class December 1989-May 1999.
Two Previously, Director of the
(AGHIF National Academy of
2011) Design.
3
Number of
Portfolios
in
Year Alliance-
Term Bernstein Other
as a Fund Director-
Director Complex ships
Name, Address* Will Years of Principal Occupation(s) Overseen Held by
and Age Expire Service** During Past 5 Years by Director Director
--------------------- -------- --------- ------------------------------ ----------- -------------
Michael J. Downey, # Class Each Private Investor since 91 Asia Pacific
65 One Fund: January 2004. Formerly, Fund, Inc.,
(Each 4 managing partner of The Merger
Fund Lexington Capital, LLC Fund, and
2010) (investment advisory firm) Prospect
from December 1997 until Acquisition
December 2003. From Corp.
1987 until 1993, Chairman (financial
and CEO of Prudential services)
Mutual Fund Management.
D. James Guzy, # Class Each Chairman of the Board of 91 Intel
72 Two Fund: PLX Technology (semi- Corporation
(Each 3 conductors) and of SRC (semi-
Fund Computers Inc., with which conductors)
2011) he has been associated and Cirrus
since prior to 2004. Logic
Corporation
(semi-
conductors)
Nancy P. Jacklin, # Class Each Professorial Lecturer at the 91 None
60 One Fund: Johns Hopkins School of
(Each 3 Advanced International
Fund Studies and Adjunct
2010) Professor at Georgetown
University Law Center in the
2008-2009 academic year.
Formerly, U.S. Executive
Director of the International
Monetary Fund (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.
4
Number of
Portfolios
in
Year Alliance-
Term Bernstein Other
as a Fund Director-
Director Complex ships
Name, Address* Will Years of Principal Occupation(s) Overseen Held by
and Age Expire Service** During Past 5 Years by Director Director
--------------------------- -------- --------- ---------------------------- ----------- --------------
Garry L. Moody, # Class Each Formerly, Partner, Deloitte 90 None
56 Three Fund: & Touche LLP, Vice
(Each 1 Chairman, and U.S. and
Fund Global Managing Partner,
2012)+ Investment Management
Services Group 1995-2008.
Marshall C. Turner, Jr., # Class Each Interim CEO of MEMC 91 Xilinx, Inc.
67 Three Fund: Electronic Materials, Inc. (programmable
(Each 3 (semi-conductor and solar logic semi-
Fund cell substrates) since conductors)
2012)+ November 2008 until and MEMC
March 2, 2009. He was Electronic
Chairman and CEO of Materials,
Dupont Photomasks, Inc. Inc.
(components of semi-
conductor manufacturing),
2003-2005, and President
and CEO, 2005-2006, after
the company was renamed
Toppan Photomasks, Inc.
Earl D. Weiner, # Class Each Of Counsel, and Partner 91 None
69 Three Fund: prior to January 2007, of
(Each 2 the law firm Sullivan &
Fund Cromwell LLP; member of
2012)+ ABA Federal Regulation of
Securities Committee Task
Force on Fund Director's
Guidebook, member of
Advisory Board of
Sustainable Forestry
Management Limited.
5
Number of
Portfolios
in
Year Alliance-
Term Bernstein
as a Fund Other
Director Complex Directorships
Name, Address* Will Years of Principal Occupation(s) Overseen Held by
and Age Expire Service** During Past 5 Years by Director Director
--------------------- -------- ------------- ---------------------------- ----------- -------------
INTERESTED
DIRECTOR
Robert M. Keith, ++, Class Each Fund: Executive Vice President None None
1345 Avenue of the One None, of AllianceBernstein L.P.
Americas, (AGHIF standing (the "Adviser")*** since
New York, NY 10105 2010)+ for election July 2008. Director of
48 AllianceBernstein
Class Investments, Inc.
Two ("ABI")*** and the head
(ABIF, of ABI since July 2008.
ANMIF, Prior to joining ABI in
ACMIF 2006, Executive Managing
and Director of Bernstein
ANYMIF Global Wealth
2011)+ 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
a Managing Director and
Head of North American
Client Service and Sales in
the Adviser's institutional
investment management
business, with which he
has been associated since
prior to 2004.
--------
* The address for each of the Fund's disinterested Directors is c/o
AllianceBernstein L.P., Attn: Philip L. Kirstein, 1345 Avenue of the
Americas, New York, NY 10105.
** "Years of Service" refers to the total number of years served as a Director.
***The Adviser and ABI are affiliates of each Fund.
# Member of the Audit Committee, the Governance and Nominating Committee, and
the Independent Directors Committee of each Fund.
## Member of the Fair Value Pricing Committee of each Fund.
+ If elected at the Meeting.
++ Mr. Keith is an "interested person," as defined in Section 2(a)(19) of the
Investment Company Act of 1940 (the "Act"), of each Fund due to his position
as an Executive Vice President of the Adviser.
6
The dollar range of the Funds' securities owned by each Director and the
aggregate dollar range of securities owned in the AllianceBernstein Fund
Complex are set forth below.
Aggregate Dollar
Range of Equity
Securities in the
Funds in the
Dollar Range of Equity AllianceBernstein
Securities in the Funds Fund Complex as of
as of February 4, 2009 December 31, 2008
----------------------- ------------------
John H. Dobkin None Over $100,000
Michael J. Downey ABIF: $1-$10,000 Over $100,000
William H. Foulk, Jr. ABIF: $10,001-$50,000 Over $100,000
AGHIF: $10,001-$50,000
ANMIF: $1-$10,000
D. James Guzy None $50,001-$100,000
Garry L. Moody ABIF: $10,001-$50,000 Over $100,000
Nancy P. Jacklin AGHIF: $10,001-$50,000 Over $100,000
Marshall C. Turner, Jr. ABIF: $10,001-$50,000 Over $100,000
Earl D. Weiner AGHIF: $10,001-$50,000 Over $100,000
ANYMIF: $1-$10,000
During the Funds' fiscal year ended in 2008, the Board of ABIF met 9 times;
of AGHIF, 8 times; of ANMIF, 10 times; of ACMIF, 10 times and of ANYMIF,
10 times. The Funds do not have a policy that requires a Director to attend
annual meetings of stockholders.
Each Fund's Board has four standing committees: an Audit Committee, a
Governance and Nominating Committee, an Independent Directors Committee, and a
Fair Value Pricing Committee. The members of the Committees are identified
above in the table listing the Directors. The function of the Audit Committee
of each Fund is to assist the Board in its oversight of a Fund's financial
reporting process. The members of the Audit Committee are "independent" as
required by applicable listing standards of the New York Stock Exchange
("NYSE"). During the Funds' fiscal year ended in 2008, the Audit Committee of
ABIF met twice; of AGHIF, 3 times; of ANMIF, 3 times; of ACMIF, 3 times; and of
ANYMIF, 3 times. During the Funds' fiscal year ended in 2008, the Governance
and Nominating Committee of ABIF met 4 times; of AGHIF, 5 times; of ANMIF, 4
times; of ACMIF, 4 times; and of ANYMIF, 4 times.
7
Each Fund's Board of Directors has adopted a charter for its Governance and
Nominating Committee, a copy of which may be found on the Adviser's website,
http://www.alliancebernstein.com (click on US Investors & Financial
Advisors/Investment Products/Mutual Funds/Closed-End). Pursuant to the charter
of the Governance and Nominating Committee, the Governance and Nominating
Committee assists each Board in carrying out its responsibilities with respect
to governance of a Fund and identifies, evaluates and selects and nominates
candidates for that Board. The Committee also may set standards or
qualifications for Directors. The Committee may consider candidates as
Directors submitted by a Fund's current Board members, officers, the Adviser,
stockholders and other appropriate sources.
The Governance and Nominating Committee will consider candidates submitted
by a stockholder or group of stockholders who have owned at least 5% of the
Fund's outstanding common stock for at least two years at the time of
submission and who timely provide specified information about the candidates
and the nominating stockholder or group. To be timely for consideration by the
Committee, the submission, including all required information, must be
submitted in writing to the attention of the Secretary at the principal
executive offices of a Fund not less than 120 days before the date of the proxy
statement for the previous year's annual meeting of stockholders. The Committee
will consider only one candidate submitted by such a stockholder or group for
nomination for election at an annual meeting of stockholders. The Committee
will not consider self-nominated candidates.
The Governance and Nominating Committee will consider and evaluate
candidates submitted by stockholders on the basis of the same criteria as those
used to consider and evaluate candidates submitted from other sources. These
criteria include the candidate's relevant knowledge, experience, and expertise,
the candidate's ability to carry out his or her duties in the best interests of
the Fund and the candidate's ability to qualify as a disinterested Director.
The function of each Fund's Fair Value Pricing Committee is to consider, in
advance if possible, any fair valuation decision of the Adviser's Valuation
Committee relating to a security held by a Fund made under unique or highly
unusual circumstances not previously addressed by the Valuation Committee that
would result in a change in the Fund's net asset value ("NAV") by more than
$0.01 per share. The Fair Value Pricing Committee did not meet during any
Fund's most recently completed fiscal year.
The function of each Fund's Independent Directors Committee is to consider
and take action on matters that the Board or Committee believes should be
addressed in executive session of the disinterested Directors, such as review
and approval of the Advisory and Shareholder Inquiry Agency Agreements. During
the Funds' fiscal year ended in 2008, the Independent Directors Committee of
ABIF met 6 times; of AGHIF, 6 times; of ANMIF, 6 times; of ACMIF, 6 times; and
of ANYMIF, 6 times.
8
Each Board has adopted a process for stockholders to send communications to
the Board of their Fund. To communicate with a Board or an individual Director
of a Fund, a stockholder must send a written communication to that Fund's
principal office at the address listed in the Notice of Joint Annual Meeting of
Stockholders accompanying this Proxy Statement, addressed to the Board of that
Fund or the individual Director. All stockholder communications received in
accordance with this process will be forwarded to the Board or the individual
Director to whom or to which the communication is addressed.
None of the Funds pays any fees to, or reimburses expenses of, any Director
during a time when the Director is considered an "interested person" of the
Fund. The aggregate compensation paid by the Funds to the Directors during the
Funds' respective fiscal years ended in 2008, the aggregate compensation paid
to the Directors during calendar year 2008 by all of the investment companies
in the AllianceBernstein Fund Complex, and the total number of investment
companies in the AllianceBernstein Fund Complex as to which the Directors are a
director or trustee and the number of investment portfolios as to which the
Directors are directors or trustees, are set forth below. Neither the Funds nor
any other investment company in the AllianceBernstein Fund Complex provides
compensation in the form of pension or retirement benefits to any of its
directors or trustees.
Number of Number of
Investment Investment
Companies Portfolios
in the within the
AllianceBernstein AllianceBernstein
Compensation Fund Complex, Fund Complex,
from the including the including the
Compensation AllianceBernstein Funds, as to Funds, as to
from the Fund Complex, which the which the
Funds during including the Director is a Director is a
their Fiscal Years Funds, during Director or Director or
Name of Director ended in 2008 2008 Trustee Trustee
---------------------- ------------------ ----------------- ----------------- -----------------
John H. Dobkin $ 5,880 ABIF $245,470 33 91
$ 6,598 AGHIF
$ 6,304 ANMIF
$ 6,304 ACMIF
$ 6,304 ANYMIF
Michael J. Downey $ 5,880 ABIF $243,300 33 91
$ 5,098 AGHIF
$ 5,773 ANMIF
$ 5,773 ACMIF
$ 5,773 ANYMIF
William H. Foulk, Jr. $10,555 ABIF $486,700 35 93
$ 9,052 AGHIF
$10,684 ANMIF
$10,684 ACMIF
$10,684 ANYMIF
9
Number of Number of
Investment Investment
Companies Portfolios
in the within the
AllianceBernstein AllianceBernstein
Compensation Fund Complex, Fund Complex,
Compensation from the including the including the
from the AllianceBernstein Funds, as to Funds, as to
Funds during Fund Complex, which the which the
their Fiscal including the Director is a Director is a
Years Funds, during Director or Director or
Name of Director ended in 2008 2008 Trustee Trustee
------------------------ ------------- ----------------- ----------------- -----------------
D. James Guzy $5,880 ABIF $243,300 33 91
$5,098 AGHIF
$5,773 ANMIF
$5,773 ACMIF
$5,773 ANYMIF
Nancy P. Jacklin $5,880 ABIF $244,500 33 91
$5,098 AGHIF
$6,273 ANMIF
$6,273 ACMIF
$6,273 ANYMIF
Garry L. Moody $6,544 ABIF $269,230 32 90
$1,345 AGHIF
$5,370 ANMIF
$5,370 ACMIF
$5,370 ANYMIF
Marshall C. Turner, Jr. $5,880 ABIF $243,300 33 91
$5,098 AGHIF
$2,816 ANMIF
$2,816 ACMIF
$2,816 ANYMIF
Earl D. Weiner $6,280 ABIF $261,300 33 91
$5,243 AGHIF
$6,088 ANMIF
$6,088 ACMIF
$6,088 ANYMIF
10
Each Board unanimously recommends that the stockholders vote FOR each of the
nominees to serve as a Director of the applicable Fund. Approval of Proposal
One with respect to each Fund requires the affirmative vote of a majority of
the votes entitled to be cast.
PROXY VOTING AND STOCKHOLDER MEETING
All properly executed and timely received proxies will be voted at the
Meeting in accordance with the instructions marked thereon or as otherwise
provided therein. Accordingly, unless instructions to the contrary are marked,
proxies from the holders of the common stock will be voted for the election of
four Directors of each Fund. Any stockholder may revoke that stockholder's
proxy at any time prior to exercise thereof by giving written notice to the
Secretary of the Funds at 1345 Avenue of the Americas, New York, New York
10105, by signing and delivering to the Secretary another proxy of a later date
or by voting in person at the Meeting.
Properly executed proxies may be returned with instructions to abstain from
voting or to withhold authority to vote (an "abstention"). The approval of the
Proposal with respect to each Fund requires an affirmative vote of the holders
of a majority of the votes entitled to be cast. An abstention will be
considered present for purposes of determining the existence of a quorum but
will have the effect of a vote against the Proposal. If any proposal, other
than Proposal One, properly comes before the Meeting, shares represented by
proxies will be voted on all such proposals in the discretion of the person or
persons holding the proxies.
The Meeting is scheduled as a joint meeting of the stockholders of the Funds
because the stockholders of all the Funds are to consider and vote on the
election of Directors. Stockholders of each Fund will vote separately on the
election of Directors for that Fund and on any other matter that may properly
come before the Meeting for a Fund. An unfavorable vote by the stockholders of
one Fund will not affect the vote on the election of Directors or any other
matter by the stockholders of another Fund.
A quorum for each Fund for the Meeting will consist of the presence in
person or by proxy of the holders of a majority of the total outstanding shares
of common stock, and preferred stock, if any, of the particular Fund. In the
event that a quorum is not present at the Meeting for a Fund or, even if a
quorum is so present, in the event that sufficient votes in favor of the
positions recommended by the Board of Directors on the proposal described in
the Proxy Statement with respect to a Fund are not timely received, the persons
named as proxies may propose and vote for one or more adjournments of the
Meeting with respect to that Fund, with no other notice than announcement at
the Meeting, in order to permit further solicitation of proxies. Shares
represented by proxies indicating a vote contrary to the position recommended
by the Board of Directors on any proposal as to which the Meeting is proposed
to be adjourned will be voted against adjournment of the Meeting.
11
Each Fund has engaged The Altman Group, 60 East 42nd Street, Suite 405, New
York, NY 10165, to assist in soliciting proxies for the Meeting. The Altman
Group will receive a total fee of approximately $6,616 for its services, to be
paid by the Funds as follows: ABIF--$1,598, AGHIF--$1,284, ANMIF--$1,005,
ACMIF--$896 and ANYMIF--$884, plus reimbursement of out-of-pocket expenses.
Other Information
Officers of the Funds
Certain information concerning the Funds' officers is set forth below. The
Funds' officers are elected annually by the respective Board of Directors until
his or her successor is duly elected and qualifies.
Position(s) (Month and Year Principal Occupation During
Name, Address* and Age First Elected) Past 5 Years
---------------------- -------------------------------- ---------------------------------
Robert M. Keith** President and Chief Executive See biography above.
48 Officer, all Funds (09/08)
Philip L. Kirstein Senior Vice President and Senior Vice President and
63 Independent Compliance Officer, Independent Compliance
all Funds (10/04) Officer of the AllianceBernstein
Mutual Funds, with which he
has been associated since
October 2004. Prior thereto, he
was Of Counsel to Kirkpatrick
& Lockhart, LLP from October
2003 to October 2004, and
General Counsel of Merrill
Lynch Investment Managers,
L.P. since prior to 2003.
Robert (Guy) B. Davidson III Senior Vice President, Senior Vice President of the
47 ANMIF (4/02) Adviser***, with which he has
ACMIF (4/02) been associated since prior to
ANYMIF (4/02) 2004.
Douglas J. Peebles Senior Vice President, Executive Vice President of the
43 ANMIF (6/04) Adviser***, with which he has
ACMIF (6/04) been associated since prior to
ANYMIF (6/04) 2004.
Vice President,
ABIF (8/02)
Michael G. Brooks Vice President, Senior Vice President and
60 ANMIF (10/05) Senior Portfolio Manager of the
ACMIF (10/05) Adviser***, with which he has
ANYMIF (10/05) been associated since prior to
2004.
12
Position(s) (Month and Year Principal Occupation During
Name, Address* and Age First Elected) Past 5 Years
---------------------- ------------------------------ ---------------------------------
Fred S. Cohen Vice President, Senior Vice President of the
50 ACMIF (10/05) Adviser***, with which he has
ANMIF (10/05) been associated since prior to
ANYMIF (10/05) 2004.
Paul J. DeNoon Vice President, Senior Vice President of the
46 ABIF (3/93) Adviser***, with which he has
AGHIF (4/94) been associated since prior to
2004.
Gershon M. Distenfeld Vice President, Vice President of the
33 ABIF (3/06) Adviser***, with which he has
been associated since prior to
2004.
Terrance T. Hults Vice President, Senior Vice President of the
42 ANMIF (12/01) Adviser***, with which he has
ACMIF (12/01) been associated since prior to
ANYMIF (12/01) 2004.
Michael L. Mon Vice President, Vice President of the
39 ABIF (4/00) Adviser***, with which he has
been associated since prior to
2004.
Matthew S. Sheridan Vice President, Vice President of the
33 ABIF (11/08) Adviser***, with which he has
been associated since prior to
2004.
Joseph J. Mantineo Treasurer and Chief Financial Senior Vice President of
49 Officer, all Funds (8/06) AllianceBernstein Investor
Services, Inc. ("ABIS")***,
with which he has been
associated since prior to 2004.
Thomas R. Manley Controller, Vice President of the
57 ANMIF (12/01) Adviser***, with which he has
ACMIF (12/01) been associated since prior to
ANYMIF (12/01) 2004.
Phyllis J. Clarke Controller, Assistant Vice President of
48 ABIF (11/08) ABIS***, with which she has
AGHIF (11/08) been associated since prior to
2004.
Emilie D. Wrapp Secretary, Senior Vice President, Assistant
53 all Funds (10/05) General Counsel and Assistant
Secretary of ABI***, with
which she has been associated
since prior to 2004.
--------
* The address for the Funds' officers is 1345 Avenue of the Americas, New
York, New York 10105.
** Mr. Keith was elected as President and Chief Executive Officer of the Funds
as of September 23, 2008.
***An affiliate of each of the Funds.
13
Stock Ownership
The outstanding voting shares of ABIF, AGHIF, ANMIF, ACMIF and ANYMIF as of
the Record Date consisted of 242,705,693 shares of common stock of ABIF,
76,336,107 shares of common stock of AGHIF, 28,656,079 shares of common stock
of ANMIF, and 2,677 shares of each of Auction Preferred Shares, Series M,
Series W and Series TH and 1,658 shares of Series T of ANMIF, 8,536,533 shares
of common stock and 1,451 shares of each of Auction Preferred Shares, Series M
and Series T of ACMIF and 4,826,667 shares of common stock and 816 shares of
each of Auction Preferred Shares, Series M and Series T of ANYMIF.
As of February 4, 2009, the Directors and officers of each Fund, both
individually and as a group, owned less than 1% of the shares of any Fund.
During each Fund's most recently completed fiscal year, the Fund's Directors as
a group did not engage in the purchase or sale of more than 1% of any class of
securities of the Adviser or of any of its parents or subsidiaries.
Audit Committee Report
The following Audit Committee Report was adopted by the Audit Committee of
each Fund.
The Audit Committee operates pursuant to a written charter, a copy of which
may be found on the Adviser's website, http//www.alliancebernstein.com (click
on US Investors & Financial Advisors/Investment Products/Mutual
Funds/Closed-End). The purposes of the Audit Committee are to (1) assist the
Board of Directors in its oversight of (i) the integrity of the Fund's
financial statements and the independent audit thereof; (ii) the Fund's
compliance with legal and regulatory requirements; (iii) the independent
registered public accounting firm's independence, qualifications and
performance; and (iv) the Fund's compliance with applicable laws by receiving
reports from counsel who believe they have credible evidence of a material
violation of law by the Fund or by someone owing a fiduciary or other duty to
the Fund; and (2) to prepare this report. As set forth in the Audit Committee
Charter, management of the Fund is responsible for the preparation,
presentation and integrity of the Fund's financial statements, the Fund's
accounting and financial reporting principles and internal controls and
procedures designed to assure compliance with accounting standards and
applicable laws and regulations. The independent registered public accounting
firm is responsible for auditing the Fund's financial statements and expressing
an opinion as to their conformity with generally accepted accounting principles.
In the performance of its oversight function, the Audit Committee has
considered and discussed the audited financial statements with management and
the independent registered public accounting firm of the Fund. The Audit
Committee has also discussed with the independent registered public accounting
firm the matters
14
required to be discussed by Statement on Auditing Standards No. 61,
Communication with Audit Committees, as currently in effect. The Audit
Committee has also considered whether the provision of any non-audit services
not pre-approved by the Audit Committee provided by the Fund's independent
registered public accounting firm to the Adviser and to any entity controlling,
controlled by or under common control with the Adviser that provides ongoing
services to the Fund is compatible with maintaining the independent registered
public accounting firm's independence. Finally, the Audit Committee has
received the written disclosures and the letter from the independent registered
public accounting firm required by Public Company Accounting Oversight Board
Rule 3526, Communications 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 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 of Directors of the Fund that the audited financial
statements of the Fund be included in the Fund's annual report to stockholders
for the most recent fiscal year.
Submitted by the Audit Committee of each Fund's Board of Directors:
John H. Dobkin Nancy P. Jacklin
Michael J. Downey Garry L. Moody
William H. Foulk, Jr. Marshall C. Turner, Jr.
D. James Guzy Earl D. Weiner
Approval of Independent Registered Public Accounting Firms by Boards
The Audit Committee of each Fund is responsible for the appointment,
compensation, retention and oversight of the work of the Fund's independent
registered public accounting firm. In addition, the Board of each Fund approved
the
15
independent registered public accounting firm of each Fund as required by the
Act on the date specified below. The Boards of Directors of each of the Funds
at meetings held on February 5-7, 2008 (AGHIF), November 4-6, 2008 (ABIF,
ANMIF, ACMIF and ANYMIF), respectively, approved by the vote, cast in person,
of a majority of the Directors of each Fund, including a majority of the
Directors who are not "interested persons" of each Fund, Ernst & Young LLP,
independent registered public accounting firm to audit the accounts (for the
fiscal year ending) of AGHIF (March 31, 2009), ANMIF, ACMIF and ANYMIF (October
31, 2009) and ABIF (December 31, 2009).
Ernst & Young LLP has audited the accounts of ABIF, AGHIF, ANMIF, ACMIF and
ANYMIF since the respective dates of the commencement of each of the Fund's
operations, and has represented that it does not have any direct financial
interest or any material indirect financial interest in any of the Funds.
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 Firms' Fees
The following table sets forth the aggregate fees billed by the independent
registered public accounting firm for each Fund's last two fiscal years for
professional services rendered for: (i) the audit of the Fund's annual
financial statements included in the Fund's annual reports to stockholders;
(ii) assurance and related services that are reasonably related to the
performance of the audit of the Fund's financial statements and are not
reported under (i), which include advice and education on accounting and
auditing issues, quarterly press release reviews and preferred stock
maintenance testing (for those Funds that issue preferred stock); (iii) tax
compliance, tax advice and tax return preparation; and (iv) aggregate non-audit
services provided to the Fund, the Fund's Adviser and entities that control,
are controlled by or under common control with the Adviser that provide ongoing
services to the Fund ("Service Affiliates"), which include conducting an annual
internal control report pursuant to Statement on Auditing Standards No. 70. No
other services were provided by the independent registered public accounting
firm to any Fund during this period.
All Fees for
Non-Audit
Services
Provided to
All Other the Fund,
Fees for the
Services Adviser
Audit Provided and Service
Audit Fees Related Fees Tax Fees to Fund Affiliates*
---------- ------------ -------- --------- ------------
AllianceBernstein 2007 $74,500 $16,644 $19,875 $0 $ 913,227
Income Fund, Inc. 2008 $80,200 $ 6,373 $35,114 $0 $ 879,179
AllianceBernstein 2007 $59,000 $ 5,083 $19,950 $0 $1,007,078
Global High Income Fund, Inc. 2008 $63,000 $12,200 $10,807 $0 $1,103,883
16
All Fees for
Non-Audit
Services
Provided to
All Other the Fund,
Fees for the
Services Adviser
Audit Provided and Service
Audit Fees Related Fees Tax Fees to Fund Affiliates*
---------- ------------ -------- --------- ------------
AllianceBernstein 2007 $50,000 $14,959 $12,875 $0 $920,400
National Municipal Income Fund, Inc. 2008 $53,500 $19,039 $13,300 $0 $994,329
Alliance California 2007 $50,000 $13,950 $12,875 $0 $919,391
Municipal Income Fund, Inc. 2008 $53,500 $19,039 $13,300 $0 $994,329
Alliance New York 2007 $50,000 $13,950 $12,875 $0 $919,391
Municipal Income Fund, Inc. 2008 $53,500 $19,039 $13,300 $0 $994,329
--------
* 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 and procedures also require pre-approval of all audit and non-audit
services provided to the Adviser and Service Affiliates to the extent that
these services are directly related to the operations or financial reporting of
the Fund. Accordingly, all of the amounts in the table for Audit Fees,
Audit-Related Fees and Tax Fees for 2008 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 2008 were ABIF,
$186,254 (comprising $151,140 of audit related fees and $35,114 of tax fees);
AGHIF, $167,771 (comprising $156,964 of audit related fees and $10,807 of tax
fees); ANMIF, $177,103 (comprising $163,803 of audit related fees and $13,300
of tax fees); ACMIF, $177,103 (comprising $163,803 of audit related fees and
$13,300 of tax fees); and ANYMIF, $177,103 (comprising $163,803 of audit
related fees and $13,300 of tax fees). The Audit Committee of each Fund has
considered whether the provision of any non-audit services not pre-approved by
the Audit Committee provided by the Fund's independent registered public
accounting firm to the Adviser and Service Affiliates is compatible with
maintaining the independent registered public accounting firm's independence.
INFORMATION AS TO THE INVESTMENT ADVISER AND THE ADMINISTRATORS OF THE FUNDS
Each Fund's investment adviser is AllianceBernstein L.P., 1345 Avenue of the
Americas, New York, New York 10105. The administrator for each of the Funds is
the Adviser.
17
Section 16(a) Beneficial Ownership Reporting Compliance
Section 30(h) of the Act and the rules under Section 16 of the Securities
Exchange Act of 1934 require that the Directors and officers of each Fund,
among others, file with the Securities and Exchange Commission (the "SEC")
initial reports of ownership and reports of changes in ownership of shares of
the Funds. During the fiscal year ended 2008 for AGHIF, a statement of initial
beneficial ownership of securities on Form 3 was inadvertently filed late by
the Adviser on behalf of Richard S. Dziadzio, a director of the Adviser.
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 12, 2009, the following shareholders
held more than 5% of the specified Fund's shares:
Number
Fund Shareholder (Address) Class of Shares of Shares Percentage
---- ---------------------------------------------- --------------- --------- ----------
ANMIF First Trust Portfolios L.P, First Trust Advi- common stock 1,806,559 6.30%
sors L.P. and The Charger Corporation (120
East Liberty Drive, Suite 400, Wheaton,
Illinois 60187)
ANMIF Citigroup Global Markets, Inc., Citigroup auction rate 2,728 28.2%
Financial Products, Inc., Citigroup Global preferred stock
Markets Holdings, Inc. and Citigroup, Inc.
(388 Greenwich Street, New York, New
York 10013)
ANMIF UBS AG on behalf of UBS Securities LLC auction rate 1,004 16.49%
and UBS Financial Services Inc. preferred stock
(Bahnhofstrasse 45, P.O. Box CH-8021,
Zurich, Switzerland)
ANMIF Bank of America Corp., Merrill Lynch, auction rate 1,532 15.80%
Pierce, Fenner & Smith, Inc. and Bank of preferred stock
America N.A. (Bank of America Corporate
Center, 100 North Tryon Street, Charlotte,
North Carolina 28255)
ACMIF First Trust Portfolios L.P., First Trust Advi- common stock 611,667 7.20%
sors L.P. and The Charger Corporation (120
East Liberty Drive, Suite 400, Wheaton,
Illinois 60187)
18
Class of Number
Fund Shareholder (Address) Shares of Shares Percentage
---- ------------------------------------------------- --------- --------- ----------
ACMIF Citigroup Global Markets, Inc., Citigroup Finan- auction 1,330 45.8%
cial Products, Inc., Citigroup Global Markets rate
Holdings, Inc. and Citigroup, Inc. (388 Green- preferred
wich Street, New York, New York 10013) stock
ACMIF UBS AG on behalf of UBS Securities LLC and auction 344 11.85%
UBS Financial Services, Inc. (Bahnhofstrasse 45, rate
P.O. Box CH-8021, Zurich, Switzerland) preferred
stock
ACMIF Bank of America Corp., Merrill Lynch, Pierce auction 658 22.70%
Fenner & Smith, Inc. and Bank of America N.A. rate
(Bank of America Corporate Center, 100 North preferred
Tryon Street, Charlotte, North Carolina 28255) stock
ANYMIF Citigroup Global Markets, Inc., Citigroup Finan- auction 802 49.1%
cial Products, Inc., Citigroup Global Markets rate
Holdings, Inc. and Citigroup, Inc. (388 Green- preferred
wich Street, New York, New York 10013) stock
ANYMIF Bank of America Corp, and Merrill Lynch, auction 553 33.80%
Pierce, Fenner & Smith Inc. (4 World Financial rate
Center, 250 Vesey Street, New York, New York preferred
10080) stock
ANYMIF UBS AG on behalf of UBS Securities LLC and auction 94 5.76%
UBS Financial Services Inc. (Bahnhofstrasse 45, rate
P.O. Box CH-8021, Zurich, Switzerland) preferred
stock
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 21,
2009 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 2010 Annual
Meeting of Stockholders, a stockholder proposal that is not otherwise
includable in the Proxy Statement for the 2010 Annual Meeting must be delivered
by a stockholder of record to the Fund no sooner than September 21, 2009 and no
later than October 21, 2009.
19
The persons named as proxies for the 2010 Annual Meeting of Stockholders
will, with respect to the proxies in effect at the meeting, have discretionary
authority to vote on any matter presented by a stockholder for action at that
meeting unless the Fund receives notice of the matter no sooner than September
21, 2009 and no later than October 21, 2009. If a Fund receives such timely
notice, these persons will not have this authority except as provided in the
applicable rules of the SEC.
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 Donavon Diez at AllianceBernstein L.P., 1345 Avenue
of the Americas, New York, New York 10105.
By Order of the Boards of Directors,
Robert M. Keith
President
February 18, 2009
New York, New York
20
TABLE OF CONTENTS Page
----------------------------------- ----
Introduction....................... 1
Proposal One: Election of
Directors......................... 2
Proxy Voting and Stockholder
Meeting........................... 11
Information as to the Investment
Adviser and the Administrators of
the Funds......................... 17
Other Matters...................... 18
Submission of Proposals for the
Next Annual Meeting of
Stockholders...................... 19
Reports to Stockholders............ 20
AllianceBernstein Income Fund, Inc.
AllianceBernstein Global High Income Fund, Inc.
AllianceBernstein National Municipal Income Fund, Inc.
Alliance California Municipal Income Fund, Inc.
Alliance New York Municipal Income Fund, Inc.
--------------------------------------------------------------------------------
[LOGO]
ALLIANCEBERNSTEIN
Investments
--------------------------------------------------------------------------------
NOTICE OF JOINT ANNUAL MEETING
OF STOCKHOLDERS AND PROXY STATEMENT
February 18, 2009
FORM OF PROXY FORM OF PROXY
ALLIANCEBERNSTEIN INCOME FUND, INC.
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON MARCH 31, 2009
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS OF THE CORPORATION
The undersigned stockholder of AllianceBernstein Income Fund, Inc., a
Maryland corporation (the "Corporation"), hereby appoints Carol H. Rappa and
Kristine Antoja, or either of them, as proxies for the undersigned, with full
power of substitution in each of them, to attend the Annual Meeting of
Stockholders of the Corporation (the "Annual Meeting") to be held at 3:30 p.m.,
Eastern Time, on March 31, 2009 at the offices of the Corporation, 1345 Avenue
of the Americas, 41st Floor, New York, New York 10105, and any postponement or
adjournment thereof, to cast on behalf of the undersigned all votes that the
undersigned is entitled to cast at the Annual Meeting and otherwise to represent
the undersigned with all powers possessed by the undersigned if personally
present at such Annual Meeting. The undersigned hereby acknowledges receipt of
the Notice of Annual Meeting and accompanying Proxy Statement and revokes any
proxy heretofore given with respect to the Annual Meeting.
The Board of Directors knows of no reason why any of the nominees for
the Board of Directors would be unable to serve, but in the event any
nominee is unable to serve or for good cause will not serve, the
proxies received indicating a vote in favor of such nominee will be
voted for a substitute nominee as the Board of Directors may recommend.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST AS INSTRUCTED ON THE REVERSE SIDE HEREOF. IF THIS PROXY
IS PROPERLY EXECUTED BUT NO INSTRUCTION IS GIVEN, THE VOTES ENTITLED TO BE CAST
BY THE UNDERSIGNED WILL BE CAST "FOR" THE ELECTION OF THE NOMINEES REFERRED TO
IN PROPOSAL ONE AS DIRECTORS AND IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY
OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY
ADJOURNMENT OR POSTPONEMENT THEREOF.
Please refer to the Proxy Statement for
a discussion of the Proposal.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND
RETURN THIS PROXY CARD PROMPTLY. YOU MAY USE THE ENCLOSED ENVELOPE.
Please sign this proxy exactly as your name(s) appear(s) on the books of the
Corporation. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more than
one name appears, a majority must sign. If a corporation, the signature should
be that of an authorized officer who should state his or her title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
------------------------- -------------------------
------------------------- -------------------------
------------------------- -------------------------
ALLIANCEBERNSTEIN INCOME FUND, INC.
The Board of Directors urges you to vote
"FOR" all Class Three nominees listed
(terms expire 2012) and Class Two
nominee listed (term expires 2011).
Please mark votes as in this example: /X/
WITHHOLD FOR ALL
1. Election of Directors FOR ALL FROM ALL EXCEPT AS
NOMINEES NOMINEES NOTED BELOW
/ / / / / /
Garry L. Moody / /
Marshall C. Turner, Jr. / /
Earl D. Weiner / /
Robert M. Keith / /
2. To vote and otherwise represent the
undersigned on any other matters
that may properly come before the
Annual Meeting or any postponement
or adjournment thereof, in the
discretion of the proxy holder(s).
Mark here for address change and note
at left. / /
Please be sure to sign, date and return
this Proxy promptly. You may use the
enclosed envelope.
-----------------------------------------
(Signature of Stockholder)
-----------------------------------------
(Signature of joint owner, if any)
Date __________, 2009
SK 00250 0209 966735