UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-8F
I. General Identifying Information
1. Reason fund is applying to deregister (check only one; for descriptions,
see Instruction 1 above):
[X] Merger
[ ] Liquidation
[ ] Abandonment of Registration (Note: Abandonments of Registration
answer only questions 1 through 15, 24 and 25 of this form and
complete verification at the end of the form.)
[ ] Election of status as a Business Development Company (Note:
Business Development Companies answer only questions 1 through 10 of
this form and complete verification at the end of the form.)
2. Name of fund: AllianceBernstein Income Fund, Inc.
3. Securities and Exchange Commission File No.: 811-05207
4. Is this an initial Form N-8F or an amendment to a previously filed Form
N-8F?
[X] Initial Application [ ] Amendment
5. Address of Principal Executive Office (include No. & Street, City, State,
Zip Code):
1345 Avenue of the Americas
New York, NY 10105
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
Mark Samra
Seward & Kissel LLP
901 K Street, N.W.
Suite 800
Washington, D.C. 20001
202-737-8833
7. Name, address and telephone number of individual or entity responsible for
maintenance and preservation of fund records in accordance with rules
3la-1 and 3la-2 under the Act [17 CFR 270.3la-1, .31a-2]:
Computershare Trust Company, N.A.
P.O. Box 30170
College Station, TX 77842-3170
State Street Bank and Trust Company
State Street Corporation CCB/5
1 Iron Street
Boston, MA 02210
AllianceBernstein L.P.
1345 Avenue of the Americas
New York, NY 10105
(212) 969-2132
8. Classification of fund (check only one):
[X] Management company;
[ ] Unit investment trust; or
[ ] Face-amount certificate company.
9. Subclassification if the fund is a management company (check only one):
[ ] Open-end [X] Closed-end
10. State law under which the fund was organized or formed (e.g., Delaware,
Massachusetts):
Maryland
11. Provide the name and address of each investment adviser of the fund
(including sub-advisers) during the last five years, even if the fund's
contracts with those advisers have been terminated:
AllianceBernstein L.P.
1345 Avenue of the Americas
New York, NY 10105
12. Provide the name and address of each principal underwriter of the fund
during the last five years, even if the fund's contracts with those
underwriters have been terminated:
AllianceBernstein Investments, Inc.
1345 Avenue of the Americas
New York, NY 10105
13. If the fund is a unit investment trust ("UIT") provide:
(a) Depositor's name(s) and address(es): N/A
(b) Trustee's name(s) and address(es): N/A
14. Is there a UIT registered under the Act that served as a vehicle for
investment in the fund (e.g., an insurance company separate account)?
[ ] Yes [X] No
If Yes, for each UIT state:
Name(s):
File No.: 811-____
Business Address:
15. (a) Did the fund obtain approval from the board of directors concerning
the decision to engage in a Merger, Liquidation or Abandonment of
Registration?
[X] Yes [ ] No
If Yes, state the date on which the board vote took place:
August 5, 2015
If No, explain:
(b) Did the fund obtain approval from the shareholders concerning the
decision to engage in a Merger, Liquidation or Abandonment of
Registration?
[X] Yes [ ] No
If Yes, state the date on which the shareholder vote took place:
March 1, 2016
If No, explain:
II. Distributions to Shareholders
16. Has the fund distributed any assets to its shareholders in connection with
the Merger or Liquidation?
[X] Yes [ ] No
(a) If Yes, list the date(s) on which the fund made those distributions:
April 22, 2016
(b) Were the distributions made on the basis of net assets?
[X] Yes [ ] No
(c) Were the distributions made pro rata based on share ownership?
[X] Yes [ ] No
(d) If No to (b) or (c) above, describe the method of distributions to
shareholders. For Mergers, provide the exchange ratio(s) used and
explain how it was calculated:
(e) Liquidations only:
Were any distributions to shareholders made in kind?
[ ] Yes [ ] No
If Yes, indicate the percentage of fund shares owned by affiliates,
or any other affiliation of shareholders:
17. Closed-end funds only:
Has the fund issued senior securities?
[ ] Yes [X] No
If Yes, describe the method of calculating payments to senior
securityholders and distributions to other shareholders:
18. Has the fund distributed all of its assets to the fund's shareholders?
[X] Yes [ ] No
If No,
(a) How many shareholders does the fund have as of the date this form is
filed?
(b) Describe the relationship of each remaining shareholder to the fund:
19. Are there any shareholders who have not yet received distributions in
complete liquidation of their interests?
[ ] Yes [X] No
If Yes, describe briefly the plans (if any) for distributing to, or
preserving the interests of, those shareholders:
III. Assets and Liabilities
20. Does the fund have any assets as of the date this form is filed? (See
question 18 above)
[ ] Yes [X] No
If Yes,
(a) Describe the type and amount of each asset retained by the fund as
of the date this form is filed:
(b) Why has the fund retained the remaining assets?
(c) Will the remaining assets be invested in securities?
[ ] Yes [ ] No
21. Does the fund have any outstanding debts (other than face-amount
certificates if the fund is a face-amount certificate company) or any
other liabilities?
[ ] Yes [X] No
If Yes,
(a) Describe the type and amount of each debt or other liability:
(b) How does the fund intend to pay these outstanding debts or other
liabilities?
IV. Information About Event(s) Leading to Request For Deregistration
22. (a) List the expenses incurred in connection with the Merger or
Liquidation:
i. Legal expenses: $331,525
ii. Accounting expenses: $0
iii. Other expenses (list and identify separately):
Printing expenses: $391,754
Total expenses (sum of lines (i)-(iii) above): $723,279
(b) How were those expenses allocated?
The expenses were allocated to the Fund and to AllianceBernstein
L.P., the Fund's investment adviser.
(c) Who paid those expenses?
The Fund paid $664,500 and AllianceBernstein L.P. paid $58,779.
(d) How did the fund pay for unamortized expenses (if any)? On an
accrued or cash basis.
23. Has the fund previously filed an application for an order of the
Commission regarding the Merger or Liquidation?
[ ] Yes [X] No
If Yes, cite the release numbers of the Commission's notice and order or,
if no notice or order has been issued, the file number and date the
application was filed:
V. Conclusion of Fund Business
24. Is the fund a party to any litigation or administrative proceeding?
[ ] Yes [X] No
If Yes, describe the nature of any litigation or proceeding and the
position taken by the fund in that litigation:
25. Is the fund now engaged, or intending to engage, in any business
activities other than those necessary for winding up its affairs?
[ ] Yes [X] No
If Yes, describe the nature and extent of those activities:
VI. Mergers Only
26. (a) State the name of the fund surviving the Merger: AB Bond Fund, Inc.
- AB Income Fund
(b) State the Investment Company Act file number of the fund surviving
the Merger: 811-02383
(c) If the merger or reorganization agreement has been filed with the
Commission, state the file number(s), form type used and date the
agreement was filed: A Form of Agreement and Plan of Acquisition and
Dissolution Relating to the Acquisition of the Assets and
Liabilities of AllianceBernstein Income Fund, Inc. was filed with
the Commission as Appendix A to Form N-14 of AB Bond Fund, Inc. on
September 28, 2015 (File No. 333-207175).
(d) If the merger or reorganization agreement has not been filed with
the Commission, provide a copy of the agreement as an exhibit to
this form.: N/A
VERIFICATION
The undersigned states that (i) he has executed this Form N-8F
application for an order under Section 8(f) of the Investment Company Act of
1940 on behalf of AllianceBernstein Income Fund, Inc., (ii) he is the Assistant
Secretary of AllianceBernstein Income Fund, Inc., and (iii) all actions by
shareholders, directors, and any other body necessary to authorize the
undersigned to execute and file this Form N-8F application have been taken. The
undersigned also states that the facts set forth in this Form N-8F application
are true to the best of his knowledge, information and belief.
(Signature)
/s/ Stephen J. Laffey
---------------------
Stephen J. Laffey
Assistant Secretary