-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MYPpsk2+gdUSV+mUxJV0wMkyxj3wwhQIwPpwatHw6R3QXIIM/M1Jy9pWsUgWybUo wLuAuOxIqLYR7aPCcX19ZQ== 0000919574-10-005680.txt : 20100929 0000919574-10-005680.hdr.sgml : 20100929 20100929165819 ACCESSION NUMBER: 0000919574-10-005680 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100929 DATE AS OF CHANGE: 20100929 EFFECTIVENESS DATE: 20100929 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCEBERNSTEIN GREATER CHINA 97 FUND INC CENTRAL INDEX KEY: 0001038457 IRS NUMBER: 000000000 FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-08201 FILM NUMBER: 101097123 BUSINESS ADDRESS: STREET 1: ALLIANCEBERNSTEIN LP STREET 2: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 2129691000 MAIL ADDRESS: STREET 1: ALLIANCEBERNSTEIN L P STREET 2: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 FORMER COMPANY: FORMER CONFORMED NAME: ALLIANCE GREATER CHINA 97 FUND INC DATE OF NAME CHANGE: 19970506 0001038457 S000010075 ALLIANCEBERNSTEIN GREATER CHINA 97 FUND INC C000027892 Class A GCHAX C000027893 Class B GCHBX C000027894 Class C GCHCX C000027895 Advisor Class GCHYX DEFA14A 1 d1126816c_defa-14a.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A 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)) |_| Definitive Proxy Statement |X| Definitive Additional Materials |_| Soliciting Material Pursuant to Section 240.14a-12 AllianceBernstein Greater China '97 Fund, Inc. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) N/A - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, 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)(4) and 0-11. 1) Title of each class of securities to which transaction applies: - -------------------------------------------------------------------------------- 2) Aggregate number of securities to which transaction applies: - -------------------------------------------------------------------------------- 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): - -------------------------------------------------------------------------------- 4) Proposed maximum aggregate value of transaction: - -------------------------------------------------------------------------------- 5) Total fee paid: - -------------------------------------------------------------------------------- |_| Fee paid previously with preliminary materials. |_| Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: - -------------------------------------------------------------------------------- 2) Form, Schedule or Registration Statement No.: - -------------------------------------------------------------------------------- 3) Filing Party: - -------------------------------------------------------------------------------- 4) Date Filed: - -------------------------------------------------------------------------------- SK 00250 0451 1126816 EX-99.5 2 d1134698_ex99-5.txt MARKETING MATERIAL [LOGO] AllianceBernstein Frequently Asked Questions | September 2010 Proxy Voting for AllianceBernstein and Sanford C. Bernstein Mutual Fund Shareholders Frequently Asked Questions Why did you send me this package? As an owner of an AllianceBernstein or Sanford C. Bernstein ("SCB") mutual fund (each a "Fund" and collectively the "Funds"), you have the right to vote as a shareholder on proposals that affect your Funds. This package contains information about the proposals and instructions on how to cast your vote. Why should I vote? The proposals require approval from a certain percentage of all shareholders. If we don't receive a proxy vote from you, we may call you to solicit your opinion. Spending a minute to vote will avoid the need for a phone call and help us keep fund expenses down. Who is eligible to vote? Shareholders who owned shares in a Fund on September 9, 2010, are entitled to vote on proposals that apply to that Fund. You have the right to vote, even if you sold the shares after that date. - -------------------------------------------------------------------------------- How can I vote my shares? After you read the proxy statement, please follow the voting instructions, which are printed on the proxy card: By Mail: o Check the appropriate boxes on the reverse side of the proxy card o Sign and date the card o Return the card in the envelope provided By Phone: o Have the proxy card at hand o Call toll-free 1.888.221.0697 o Follow the recorded instructions By Internet: o Have the proxy card at hand o Log on to www.proxyweb.com o Follow the online instructions - -------------------------------------------------------------------------------- Why are you currently holding a shareholder vote for the Funds? The Funds are currently required to have shareholder votes every five years to elect each Fund's Board of Directors. What types of proposals will be voted on? Each Fund has a different set of proposals, which are explained in detail in the proxy statements included in the package. How does the Board recommend I vote? The Boards of the Funds recommend that you vote FOR all proposals. What role does the Board of Directors play? Each Fund's Board oversees the Fund's management and affairs. Each of the Directors has an obligation to act in what he or she believes to be the best interests of a Fund, including approving and recommending the proposals in the proxy statement. The background of each nominee for Director is described in the proxy statement. Why are there so many proposals for multiple Funds in one document? We have prepared consolidated proxy cards that allow you to vote on proposals for each of the Funds you own. You can find detailed information on the proposals in the proxy statements. What if I want to revoke my proxy? If you allow AllianceBernstein to vote your proxy and then change your mind, you can revoke it by giving written notice to the secretary of a Fund at 1345 Avenue of the Americas, New York, NY 10105, or by authorizing a later-dated proxy by signing and submitting another proxy card, voting in person at the meeting, or calling Broadridge, our proxy solicitation firm, at 1.866.451.3783. Whom do I call if I have questions regarding the proxy? Clients should call Broadridge, our proxy solicitation firm, at 1.866.451.3783. Why are the Boards proposing to amend the investment advisory agreements of certain Funds? The first proposed amendments relate to the calculation of the investment advisory fees for certain Funds. The standard investment advisory agreements between the Funds' Advisor, AllianceBernstein L.P. (the "Advisor") and most of the Funds provide that the advisory fee rate is calculated as a percentage of average daily net assets. Certain of the Funds' agreements vary from this standard and provide that the fee rate is calculated as a percentage of net assets at the end of the preceding calendar quarter. We are proposing to amend the agreements that vary from the standard so that the agreements provide that the advisory fee rate will be calculated as a percentage of average daily net assets. This amendment would eliminate disparities between the contractual fee rate and the effective fee rate that result from the calculation of the fee rate as of the end of each preceding calendar quarter. The second proposed amendment relates to the reimbursement to the Advisor of its costs of providing certain administrative services to a Fund at the request of the Fund. The standard investment advisory agreement for the Funds provides for the reimbursement to the Advisor of these costs. One Fund's agreement does not include this provision. We are proposing to amend the agreement that varies from the standard agreements to provide for the reimbursement to the Advisor of these costs. Why are the Boards proposing the amendment of the declarations of trust of certain Funds that are organized as Massachusetts business trusts? Several of the AllianceBernstein Funds are organized under Massachusetts law as Massachusetts Business Trusts. Currently, the declarations of trust of certain of these Funds require a stockholder vote to amend the declarations, except in certain limited situations. We are proposing to amend the declarations to provide the Directors with broad authority to amend the declarations without a vote of stockholders. By allowing future amendments of a declaration without stockholder approval, this proposal removes limits on the Directors' authority to take actions that would benefit the Funds and their stockholders. In connection with this proposal, the Directors approved certain amendments to the declarations to take effect if stockholders approve the proposal. These amendments would eliminate stockholder votes on reorganization or merger, termination of a trust, and liquidation of a class or series, as applicable. These amendments are intended to enable the Directors to take actions that would be in the best interests of stockholders without the cost and delay of obtaining a stockholder vote. The Directors also approved certain other administrative amendments to the declarations, as described in the proxy statement to improve the efficient management of the Funds. Why are the Boards proposing the amendment and restatement of the charter of certain of the Funds that are organized as Maryland corporations? Most of the Funds are organized under Maryland law. We are proposing the amendment and restatement of the charters of certain Funds that are Maryland corporations for your approval in order to modernize and standardize these documents and to facilitate more efficient management of the Funds by giving them greater flexibility as permitted under Maryland law. Why are the Boards proposing to amend certain of the Funds' fundamental policies regarding commodities? Certain policies are required by the federal law applicable to mutual funds to be fundamental, meaning they cannot be changed without a stockholder vote. We are proposing to amend the AllianceBernstein Funds' fundamental policies regarding commodities and adopt a more flexible policy that will reference applicable law. The proposed amendment is intended to clarify that the Funds may continue to be able to engage in current investment practices as approved by the Directors, regardless of changes in applicable law, including changes as a result of recent financial reform legislation. The revised policy will not change the way the Funds are managed. Why are the Boards proposing to reclassify certain of the Funds' fundamental investment objectives? A Fund's investment objective is not required to be fundamental under applicable law. We propose the reclassification of certain Funds' fundamental investment objectives as non-fundamental, similar to most of the other Funds, to provide each Fund with the flexibility to respond to market changes by changing its investment objective without incurring the expense and delay of seeking a stockholder vote. The reclassification would permit a Fund to revise its investment objective in the event the Board determines that such a change would be in the best interests of the Fund in light of the facts and circumstances, including market conditions or trends. Any subsequent change in a Fund's investment objective would be subject to prior approval by the Board of that Fund. Stockholders will be given at least 60 days' notice prior to the implementation of a material change in an investment objective. Proposals Fund(s) Affected Proposal Description - ------------------------------------------------------------------------------------------------------------------------------------ All Funds The election of the Directors, To elect Directors for each Fund. each such Director to serve a All Fund stockholders will be asked term of an indefinite duration to vote on this proposal and and until his or her successor is stockholders of a Fund will be asked duly elected and qualifies. to separately elect Directors of that Fund. - ------------------------------------------------------------------------------------------------------------------------------------ AlllianceBernstein Small Cap Growth Portfolio Amendments to Investment Advisory The proposed amendment relates to AllianceBernstein Global Thematic Growth Fund Agreements to Conform Fee the calculation of the investment Measurement Periods. advisory fees for certain Funds. The standard investment advisory agreements between the Advisor and most of the Funds provide that the advisory fee rate is calculated as a percentage of average daily net assets. Certain of the Funds' agreements vary from this standard and provide that the fee rate is calculated as a percentage of net assets at the end of the preceding calendar quarter. We are proposing to amend the agreements that vary from the standard so that the agreements provide that the advisory fee rate will be calculated as a percentage of average daily net assets. This amendment would eliminate disparities between the contractual fee rate and the effective fee rate that result from the calculation of the fee rate as of the end of each preceding calendar quarter. - ------------------------------------------------------------------------------------------------------------------------------------ The AllianceBernstein Portfolios Amendment to Investment Advisory The proposed amendment relates to AllianceBernstein Growth Fund Agreement to Permit Reimbursement the reimbursement to the Advisor of AllianceBernstein Conservative Wealth Strategy to the Advisor of Certain its costs of providing certain AllianceBernstein Tax-Managed Conservative Administrative Expenses. administrative services to a Fund at Wealth Strategy the request of the Fund. The AllianceBernstein Balanced Wealth Strategy standard investment advisory AllianceBernstein Tax-Managed Balanced agreement for the Funds provides for Wealth Strategy the reimbursement to the Advisor of AllianceBernstein Wealth Appreciation Strategy these costs. One Fund's agreement AllianceBernstein Tax-Managed Wealth does not include this provision. We Appreciation Strategy are proposing to amend the agreement that varies from the standard agreements to provide for the reimbursement to the Advisor of these costs. - ------------------------------------------------------------------------------------------------------------------------------------ AllianceBernstein Exchange Reserves The amendment of the Declarations Several of the Funds are organized AllianceBernstein Municipal Income Fund II of Trusts for certain of the under Massachusetts law as Arizona Portfolio Funds that are organized as Massachusetts Business Trusts. Massachusetts Portfolio Massachusetts Business Trusts. Currently, the declarations of trust Michigan Portfolio of certain of these Funds require a Minnesota Portfolio stockholder vote to amend the New Jersey Portfolio declarations, except in certain Ohio Portfolio limited situations. We are proposing Pennsylvania Portfolio to amend the declarations to provide Virginia Portfolio the Directors with broad authority AllianceBernstein Trust ("ABT") to amend the declarations without a AllianceBernstein Value Fund vote of stockholders. By allowing AllianceBernstein Small/Mid Cap Value Fund future amendments of a declaration AllianceBernstein International Value Fund without stockholder approval, this AllianceBernstein Global Value Fund proposal removes limits on the Directors' authority to take actions that would benefit the Funds and their stockholders. In connection with this proposal, the Directors approved certain amendments to the declarations to take effect if stockholders approve the proposal. These amendments would eliminate stockholder votes on reorganization or merger, termination of a trust, and liquidation of a class or series, as applicable. These amendments are intended to enable the Directors to take actions that would be in the best interests of stockholders without the cost and delay of obtaining a stockholder vote. The Directors also approved certain other administrative amendments to the declarations, as described in the Proxy Statement to improve the efficient management of the Funds. - ------------------------------------------------------------------------------------------------------------------------------------ AllianceBernstein Balanced Shares, Inc. The amendment and restatement of Most of the Funds are organized AllianceBernstein Blended Style Series, Inc. the charters for certain of the under Maryland law. We are proposing US Large Cap Portfolio Funds that are organized as the amendment and restatement of the AllianceBernstein 2000 Retirement Strategy Maryland corporations, which will charters of certain Funds that are AllianceBernstein 2005 Retirement Strategy repeal in their entirety all of Maryland corporations for your AllianceBernstein 2010 Retirement Strategy the currently existing charter approval in order to modernize and AllianceBernstein 2015 Retirement Strategy provisions and substitute in lieu standardize these documents and to AllianceBernstein 2020 Retirement Strategy thereof the new provisions set facilitate more efficient management AllianceBernstein 2025 Retirement Strategy forth in the Form of Articles of of the Funds by giving them greater AllianceBernstein 2030 Retirement Strategy Amendment and Restatement flexibility as permitted under AllianceBernstein 2035 Retirement Strategy attached to the accompanying Maryland law. AllianceBernstein 2040 Retirement Strategy Proxy statement as Appendix C. AllianceBernstein 2045 Retirement Strategy AllianceBernstein 2050 Retirement Strategy AllianceBernstein 2055 Retirement Strategy AllianceBernstein Corporate Shares AllianceBernstein Corporate Income Shares AllianceBernstein Municipal Income Shares AllianceBernstein Taxable Multi-Sector Income Shares AllianceBernstein Core Opportunities Fund, Inc. AllianceBernstein Equity Income Fund, Inc. AllianceBernstein Global Real Estate Investment Fund, Inc. AllianceBernstein Global Thematic Growth Fund, Inc. AllianceBernstein Greater China '97 Fund, Inc. AllianceBernstein Growth and Income Fund, Inc. AllianceBernstein High Income Fund, Inc. AllianceBernstein International Growth Fund, Inc. AllianceBernstein Large Cap Growth Fund, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ All Funds except: The amendment of certain of the Certain policies are required by the AllianceBernstein Bond Fund--Multi-Asset Funds' fundamental policies federal law applicable to mutual Inflation Strategy regarding commodities. funds to be fundamental, meaning AllianceBernstein Cap Fund--Market Neutral they cannot be changed without a Strategy--US stockholder vote. We are proposing AllianceBernsten Cap Fund--Market Neutral to amend the Funds' fundamental Strategy--Global policies regarding commodities and Sanford C. Bernstein Fund, Sanford C. adopt a more flexible policy that Bernstein Fund II--Intermediate Duration will reference applicable law. The Institutional proposed amendment is intended to AllianceBernstein Institutional Funds, Inc.-- clarify that the Funds may continue AllianceBernstein Global Real Estate to be able to engage in current Investment Fund II investment practices as approved by the Directors, regardless of changes in applicable law, including changes as a result of recent financial reform legislation. The revised policy will not change the way the Funds are managed. - ------------------------------------------------------------------------------------------------------------------------------------ AllianceBernstein Blended Style Series-- The reclassification of certain A Fund's investment objective is not US Large Cap Portfolio of the Funds' fundamental required to be fundamental under AllianceBernstein Greater China '97 Fund, Inc. investment objectives as non applicable law. We propose the fundamental. reclassification of certain Funds' fundamental investment objectives as non-fundamental, similar to most of the other Funds, to provide each Fund with the flexibility to respond to market changes by changing its investment objective without incurring the expense and delay of seeking a stockholder vote. The reclassification would permit a Fund to revise its investment objective in the event the Board determines that such a change would be in the best interests of the Fund in light of the facts and circumstances, including market conditions or trends. Any subsequent change in a Fund's investment objective would be subject to prior approval by the Board of that Fund. Stockholders will be given at least 60 days' notice prior to the implementation of a material change in an investment objective.
Investors should consider the investment objectives, risks, charges and expenses of the Fund/Portfolio carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit us online at www.alliancebernstein.com or contact your AllianceBernstein Investment representative. Please read the prospectus and/or summary prospectus carefully before investing. For financial representative use only. Not for inspection by, distribution or quotation to, the general public. AllianceBernstein Investments, Inc. (ABI) is the distributor of the AllianceBernstein family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the manager of the funds. Sanford C. Bernstein & Co., LLC is a member of FINRA and is a subsidiary of AllianceBernstein L.P. AllianceBernstein(R) and the AB logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P. (c) 2010 AllianceBernstein L.P. AllianceBernstein 1345 Avenue of the Americas New York, NY 10105 212.969.1000 www.alliancebernstein.com -----END PRIVACY-ENHANCED MESSAGE-----