ALLIANCEBERNSTEIN INVESTMENTS, INC. 1345 Avenue of the Americas New York, NY 10105 212-969-1000 March 17, 2009 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Amended Filing Pursuant to Rule 17g-1 under the Investment Company Act of 1940 with Respect to Registered Investment Companies Managed by AllianceBernstein L.P. ------------------------------------------------- Dear Sirs: Enclosed, on behalf of each of the registered investment companies (the "Funds") managed by AllianceBernstein L.P. (see Schedule A, attached hereto), and pursuant to Rule 17g-1 under the Investment Company Act of 1940, as amended, are copies of the following documents: (i) Rider #13 to the Funds' Investment Company Blanket Bond (the "Bond") for the period March 6, 2008 to March 6, 2009 (the "Bond Period"), extending the Bond Period from March 6, 2009 to May 15, 2009 (Exhibit A); (ii) The Joint Fidelity Bond Agreement with respect to the extension of the Bond Period (Exhibit B); and (iii) the resolutions of the Boards of Directors or Trustees of the Funds, including a majority of the Directors or Trustees who are not interested persons of the Funds, approving the extension of the Bond Period (Exhibits C-1, C-2, C-3, C-4 and C-5). Sincerely, /s/Gregory M. Rosta ----------------------- Gregory M. Rosta Chief Compliance Officer Enclosures SCHEDULE A ---------- Name of Fund File No. ------------ -------- ACM MANAGED DOLLAR INCOME FUND, INC. 811-07964 ALLIANCE CALIFORNIA MUNICIPAL INCOME FUND, INC. 811-10575 ALLIANCE NEW YORK MUNICIPAL INCOME FUND, INC. 811-10577 ALLIANCEBERNSTEIN BALANCED SHARES, INC. 811-00134 ALLIANCEBERNSTEIN BLENDED STYLE SERIES, INC. 811-21081 ALLIANCEBERNSTEIN BOND FUND, INC. 811-02383 ALLIANCEBERNSTEIN CAP FUND, INC. 811-01716 ALLIANCEBERNSTEIN CORPORATE SHARES 811-21497 ALLIANCEBERNSTEIN DIVERSIFIED YIELD FUND, INC. 811-07391 ALLIANCEBERNSTEIN EXCHANGE RESERVES 811-08294 ALLIANCEBERNSTEIN FIXED-INCOME SHARES, INC. 811-06068 ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND, INC. 811-09687 ALLIANCEBERNSTEIN GLOBAL BOND FUND, INC. 811-06554 ALLIANCEBERNSTEIN GLOBAL GROWTH FUND, INC. 811-21064 ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC. 811-07732 ALLIANCEBERNSTEIN GLOBAL REAL ESTATE INVESTMENT FUND, INC. 811-07707 ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND, INC. 811-03131 ALLIANCEBERNSTEIN GREATER CHINA '97 FUND, INC. 811-08201 ALLIANCEBERNSTEIN GROWTH AND INCOME FUND, INC. 811-00126 ALLIANCEBERNSTEIN HIGH INCOME FUND, INC. 811-08188 ALLIANCEBERNSTEIN INCOME FUND, INC. 811-05207 ALLIANCEBERNSTEIN INSTITUTIONAL FUNDS, INC. 811-08403 ALLIANCEBERNSTEIN INTERNATIONAL GROWTH FUND, INC. 811-08426 ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND, INC. 811-06730 ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND, INC. 811-04791 ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND II 811-07618 ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC. 811-10573 ALLIANCEBERNSTEIN SMALL/MID-CAP GROWTH FUND, INC. 811-00204 ALLIANCEBERNSTEIN TRUST 811-10221 ALLIANCEBERNSTEIN UTILITY INCOME FUND, INC. 811-07916 ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC. 811-05398 SANFORD C. BERNSTEIN FUND, INC. 811-05555 SANFORD C. BERNSTEIN FUND II, INC. 811-21034 THE ALLIANCEBERNSTEIN POOLING PORTFOLIOS 811-21673 THE ALLIANCEBERNSTEIN PORTFOLIOS 811-05088 THE SPAIN FUND, INC. 811-05189 Exhibit A RIDER #13 --------- This endorsement, effective 12:01 A.M. March 6, 2009 forms a part of policy number 341-01-73 issued to AllianceBernstein Complex of Registered Investment Companies by National Union Fire Insurance Company of Pittsburgh, Pa. EXTENSION OF BOND PERIOD ------------------------ In consideration of the additional premium of $45,260, it is hereby understood and agreed that Item 2. Bond Period stated on the Declarations is deleted in its entirety and replaced with the following: Item 2. Bond period: from 12:01 a.m. March 6, 2008 to 12:01 a.m. May 15, 2009 It is further understood and agreed that the Limit of Liability for the expanded Bond Period shall be part of and not in addition to the Limit of Liability stated in the Declarations of this policy. /s/ ------------------------- AUTHORIZED REPRESENTATIVE Exhibit B Registered Investment Companies Joint Fidelity Bond Agreement ----------------------------- AGREEMENT made as of March 5, 2009, by and among ACM Managed Dollar Income Fund, Inc., Alliance California Municipal Income Fund, Inc., Alliance New York Municipal Income Fund, Inc., AllianceBernstein Balanced Shares, Inc., AllianceBernstein Blended Style Series, Inc., AllianceBernstein Bond Fund, Inc., AllianceBernstein Cap Fund, Inc., AllianceBernstein Corporate Shares, AllianceBernstein Diversified Yield Fund, Inc., AllianceBernstein Exchange Reserves, AllianceBernstein Fixed-Income Shares, Inc., AllianceBernstein Focused Growth & Income Fund, Inc., AllianceBernstein Global Bond Fund, Inc., AllianceBernstein Global High Income Fund, Inc., AllianceBernstein Global Real Estate Investment Fund, Inc., AllianceBernstein Global Growth 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 Income Fund, Inc., AllianceBernstein Institutional Funds, Inc., AllianceBernstein International Growth Fund, Inc., AllianceBernstein Large Cap Growth Fund, Inc., AllianceBernstein Small/Mid-Cap Growth Fund, Inc., AllianceBernstein Municipal Income Fund, Inc., AllianceBernstein Municipal Income Fund II, AllianceBernstein National Municipal Income Fund, Inc., AllianceBernstein Trust, AllianceBernstein Utility Income Fund, Inc., AllianceBernstein Variable Products Series Fund, Inc., Sanford C. Bernstein Fund, Inc., Sanford C. Bernstein Fund II, Inc., The AllianceBernstein Portfolios, The AllianceBernstein Pooling Portfolios, The Spain Fund, Inc., and AllianceBernstein L.P. WHEREAS, the investment companies that are parties to this Agreement are management investment companies registered under the Investment Company Act of 1940, as amended (the "Act"); and WHEREAS, AllianceBernstein L.P. provides investment advisory services and/or certain administrative and financial services to the investment companies; and WHEREAS, Rule 17g-1, as amended, promulgated under the Act requires registered management investment companies to provide and maintain fidelity bonds covering their officers and employees in amounts no less than stated minimums based upon the gross assets of such registered management investment companies; and WHEREAS, Paragraph (b) of Rule 17g-1 permits registered management investment companies which are managed and/or whose shares are distributed by the same person to be named as insured under a joint bond; and WHEREAS, the investment companies are registered management investment companies managed by AllianceBernstein L.P.; and WHEREAS, the Board of Directors of the Sanford C. Bernstein Fund, Inc. ("SCB Fund") elected to calculate the required amounts of fidelity bond coverage on a basis that treated each portfolio of SCB Fund as a separate registered management investment company for purposes of Rule 17g-1, even though not required to do so under the Rule; and WHEREAS, the Boards of Directors or Trustees of each investment company that is a party to this agreement other than SCB Fund (each such investment company, an "AB Fund", and together, the "AB Funds") that has multiple portfolios elected to calculate the required amounts of fidelity bond coverage on a basis that treated such an investment company as a single registered management investment company for purposes of Rule 17g-1; and WHEREAS, the Board of Directors or Trustees of each of the investment companies has approved coverage under one joint fidelity bond with each of the other investment companies which are parties to this Agreement in the respective amounts set forth in Schedule A to this Agreement; and WHEREAS, the Board of Directors or Trustees of each of the investment companies has approved an extension of the 2008-2009 joint fidelity bond such that it shall expire on May 15, 2009 instead of March 6, 2009; and WHEREAS, The Boards of Directors or Trustees of each of the investment companies have re-calculated the amount of fidelity bond coverage necessary for the investment companies to comply with Rule 17g-1 during the extension period using gross asset values as of February 28, 2009. NOW, THEREFORE, it is agreed as follows: 1. That the investment companies which are parties to this Agreement will be named as insured and will be covered under a joint fidelity bond with National Union Fire Insurance Co. (AIG), Zurich Insurance Company, Continental Insurance Company (CNA), Fidelity & Deposit Company of Maryland and Liberty Mutual Insurance Company in the aggregate amount of $57,000,000 at a total annual premium of $49,860.00, each such investment company having specific coverage in accordance with Rule 17g-1(d) and each such investment company (or portfolio thereof) allocated a portion of the premium for the insured bond in the respective amounts set forth in Schedule A opposite its name. The required coverage amount (as determined pursuant to the elections of the respective Boards) for each investment company is also shown opposite the name of each investment company in a separate column on Schedule A. 2. AllianceBernstein L.P. has been named an insured under the joint fidelity bond for administrative convenience. The parties agree that in no event will AllianceBernstein L.P. be entitled to retain any recovery payable under the joint fidelity bond, although it may receive payments for distribution to one or more investment companies to facilitate the administration of the insured bond. 3. (a) If any investment company and one or more other parties hereto that is an investment company sustains a loss for which recovery is received under the policy, each such investment company shall receive that portion of the recovery which is sufficient in amount to indemnify that party in full for the loss sustained by it (other than the portion thereof subject to a deductible), unless the recovery is inadequate to fully indemnify all investment companies for such losses (other than the portions thereof subject to deductibles). (b) If the recovery is inadequate to indemnify fully each such party for such loss (other than the portion thereof subject to a deductible), the recovery shall be allocated among the parties as follows: (i) The AB Funds shall be allocated an aggregate amount equal to the lesser of (A) their actual aggregate loss (net of any deductible) and (B) the sum of $40.175 million plus the difference between $16.825 million and the amount of the loss recovered by the SCB Fund under clause (ii). Such amount shall be allocated among the AB Funds on an equitable and proportionate basis as determined by their respective Boards of Directors or Trustees, but each AB Fund shall be allocated an amount at least equal to the amount which it would have received had it provided and maintained a single insured bond with the minimum coverage required by Rule 17g-1(d)(1). (ii) SCB Fund shall be allocated an aggregate amount equal to the lesser of (A) its actual loss (net of any deductible) and (B) the sum of $16.825 million plus the difference between $40.175 million and the amount of the loss recovered by the AB Funds under clause (i). Such amounts shall be allocated among the portfolios of the SCB Fund on an equitable and proportionate basis as determined by the Board of Directors of the SCB Fund, but each portfolio shall be allocated an amount at least equal to the amount which it would have received had it provided and maintained a single insurance bond with the minimum coverage required by Rule 17g-1(d)(1), assuming that such portfolio would be deemed a separate registered investment company for such purposes. (iii) Where a compromise results in recovery by either or both of SCB Fund and one or more of the AB Funds of less than the full amount of its (or their) actual aggregate loss covered by the fidelity bond, the recovery shall be allocated consistent with (i) and (ii) above, without regard to the proportion of the actual aggregate loss recovered, and with the $16.825 million and $40.175 million amounts being reduced proportionate to any reduction to the $57 million total insured bond as a result of such compromise unless the compromise was based on facts and circumstances particular to one or more, but fewer than all, insured parties seeking to recover, in which case one or both of the $16.875 million or $40.175 million amounts will be adjusted in an equitable manner taking into account the particular facts and circumstances and the principles reflected above. 4. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. /s/ Emilie D. Wrapp ------------------------ Emilie D. Wrapp Secretary for Each of the Investment Companies Schedule A ---------- 17g-1 Bond Registered Management Investment Companies Premium ($) Amount ($) ------------------------------------------ ----------- ---------- ACM Managed Dollar Income Fund, Inc. 459.24 525,000 Alliance California Municipal Income Fund, Inc. 524.84 600,000 Alliance New York Municipal Income Fund, Inc. 459.24 525,000 AllianceBernstein Balanced Shares, Inc. 787.26 900,000 AllianceBernstein Blended Style Series, Inc. 1,312.11 1,500,000 AllianceBernstein Bond Fund, Inc. 787.26 900,000 AllianceBernstein Cap Fund, Inc. 656.05 750,000 AllianceBernstein Corporate Shares 393.63 450,000 AllianceBernstein Diversified Yield Fund, Inc. 349.89 400,000 AllianceBernstein Exchange Reserves 874.74 1,000,000 AllianceBernstein Fixed-Income Shares, Inc. 1,093.42 1,250,000 AllianceBernstein Focused Growth & Income Fund, Inc. 459.24 525,000 AllianceBernstein Global Bond Fund, Inc. 1,662.00 1,900,000 AllianceBernstein Global High Income Fund, Inc. 874.74 1,000,000 AllianceBernstein Global Real Estate Investment Fund, Inc. 393.63 450,000 AllianceBernstein Global Growth Fund, Inc. 349.89 400,000 AllianceBernstein Global Thematic Growth Fund, Inc. 874.74 1,000,000 AllianceBernstein Greater China '97 Fund, Inc. 349.89 400,000 AllianceBernstein Growth and Income Fund, Inc. 1,312.11 1,500,000 AllianceBernstein High Income Fund, Inc. 787.26 900,000 AllianceBernstein Income Fund, Inc. 1,836.95 2,100,000 AllianceBernstein Institutional Funds, Inc. 874.74 1,000,000 AllianceBernstein International Growth Fund, Inc. 1,312.11 1,500,000 AllianceBernstein Large Cap Growth Fund, Inc. 1,312.11 1,500,000 AllianceBernstein Small/Mid Cap Growth Fund, Inc. 656.05 750,000 AllianceBernstein Municipal Income Fund, Inc. 1,487.05 1,700,000 AllianceBernstein Municipal Income Fund II 1,312.11 1,500,000 AllianceBernstein National Municipal Income Fund, Inc. 787.26 900,000 AllianceBernstein Trust 2,186.84 2,500,000 AllianceBernstein Utility Income Fund, Inc. 524.84 600,000 AllianceBernstein Variable Products Series Fund, Inc. 2,186.84 2,500,000 Sanford C. Bernstein Fund, Inc. California Municipal Portfolio 1,093.42 1,250,000 Diversified Municipal Portfolio 2,186.84 2,500,000 Emerging Markets Portfolio 1,312.11 1,500,000 Intermediate Duration Portfolio 2,186.84 2,500,000 International Portfolio 1,487.05 1,700,000 New York Municipal Portfolio 1,312.11 1,500,000 Short Duration California Municipal Portfolio 459.24 525,000 Short Duration Diversified Municipal Portfolio 656.05 750,000 Short Duration New York Municipal Portfolio 524.84 600,000 Short Duration Plus Portfolio 787.26 900,000 Tax-Managed International Portfolio 2,186.84 2,500,000 U.S. Government Short Duration Portfolio 524.84 600,000 Sanford C. Bernstein Fund II, Inc. 1,093.42 1,250,000 The AllianceBernstein Portfolios 2,186.84 2,500,000 The AllianceBernstein Pooling Portfolios 2,186.84 2,500,000 The Spain Fund, Inc. 349.89 400,000 Totals 49,772.53 56,900,000 Exhibit C-1 Consent and Action in Lieu of Meeting of the Boards of Directors ---------------------------------- The undersigned, being the entire Board of Directors (the "Board of Directors") of each fund listed on Schedule I, each a Maryland corporation (each a "Fund"), pursuant to Section 2-408(c) of the Maryland General Corporation Law, do hereby unanimously consent and agree, by signing this written consent, to the adoption of the following resolutions and the filing of the same with the minutes of proceedings of the Board of Directors, with the same effect as if such action had been taken by unanimous vote at a meeting of the Board of Directors duly called and held: RESOLVED, that the Board of Directors hereby approves the extension through May 15, 2009 of the joint fidelity bond with National Union Fire Insurance Co. (AIG), Zurich Insurance Company, Continental Insurance Company (CAN), Fidelity and Deposit Company of Maryland and Liberty Mutual Insurance Company covering officers and employees of the Fund (and employees of service providers to the Fund if and to the extent such persons are included in the definition of "Employee" in the joint fidelity bond). IN WITNESS WHEREOF, we have hereunto signed our names as of the 5th day of March, 2009. ____________________________ ________________________ 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 ** Mr. Moody is a Director of each Fund, except AFIS Schedule I The AllianceBernstein Funds AllianceBernstein Balanced Shares, Inc. ABS AllianceBernstein Blended Style Series, Inc. ABBS AllianceBernstein Bond Fund, Inc. ABF AllianceBernstein Cap Fund, Inc. ACF AllianceBernstein Diversified Yield Fund, Inc. ADYF AllianceBernstein Fixed-Income Shares, Inc. AFIS AllianceBernstein Focused Growth & Income Fund, Inc. AFGIF AllianceBernstein Global Bond Fund, Inc. AGBF AllianceBernstein Global Real Estate Investment Fund, Inc. AGREIF AllianceBernstein Global Growth Fund, Inc. AGGF AllianceBernstein Global Thematic Growth Fund, Inc. AGTGF AllianceBernstein Growth and Income Fund, Inc. AGIF AllianceBernstein High Income Fund, Inc. AHIF AllianceBernstein Institutional Funds, Inc. AInstF AllianceBernstein International Growth Fund, Inc. AIGF AllianceBernstein Large Cap Growth Fund, Inc. ALCGF AllianceBernstein Small/Mid Cap Growth Fund, Inc. ASMCGF AllianceBernstein Municipal Income Fund, Inc. AMIF AllianceBernstein Utility Income Fund, Inc. AUIF AllianceBernstein Variable Products Series Fund, Inc AVP Sanford C. Bernstein Fund II, Inc. SCB II AllianceBernstein Income Fund, Inc. ABIF ACM Managed Dollar Income Fund, Inc. MGD Alliance California Municipal Income Fund, Inc. ACMIF AllianceBernstein National Municipal Income Fund, Inc ANMIF Alliance New York Municipal Income Fund, Inc. ANYMIF AllianceBernstein Global High Income Fund, Inc. AGHIF Exhibit C-2 SANFORD C. BERNSTEIN FUND, INC. Consent and Action in Lieu of Meeting of the Board of Directors --------------------------------- The undersigned, being the entire Board of Directors (the "Board of Directors") of the Sanford C. Bernstein Fund, Inc., a Maryland corporation (the "Fund"), pursuant to Section 2-408(c) of the Maryland General Corporation Law, do hereby unanimously consent and agree, by signing this written consent, to the adoption of the following resolutions and the filing of the same with the minutes of proceedings of the Board of Directors, with the same effect as if such action had been taken by unanimous vote at a meeting of the Board of Directors duly called and held: RESOLVED, the Board of Directors hereby approves the extension through May 15, 2009 of the joint fidelity bond with National Union Fire Insurance Co. (AIG), Zurich Insurance Company, Continental Insurance Company (CNA), Fidelity & Deposit Company of Maryland and Liberty Mutual Insurance Company covering officers and employees of the Fund (and employees of affiliated service providers to the Fund to the extent such persons are included in the definition of "Employee" in the joint fidelity bond); RESOLVED, that the Board of Directors hereby approves the extension through May 15, 2009 of the joint directors' and officers' liability policy covering the Adviser and its affiliates, the Fund, the AllianceBernstein Funds and The Spain Fund, Inc. and issued by a group of insurance companies led by a subsidiary of American International Group; and RESOLVED that, the Board of Directors hereby approves the extension through May 15, 2009 of the Excess/DIC Side A Directors' and Officers' Liability Insurance coverage from XL Specialty Insurance Company, Chubb Atlantic Indemnity Ltd. and AIG Excess. IN WITNESS WHEREOF, we have hereunto signed our names as of the 5th day of March, 2009. -------------------------------- ----------------------------- Irwin Engelman Donald K. Peterson -------------------------------- ----------------------------- Bart Friedman Thomas B. Stiles II -------------------------------- ----------------------------- Marilyn G. Fedak Rosalie Wolf -------------------------------- William Kristol Exhibit C-3 AllianceBernstein Corporate Shares AllianceBernstein Exchange Reserves AllianceBernstein Municipal Income Fund II AllianceBernstein Trust The AllianceBernstein Portfolios The AllianceBernstein Pooling Portfolios Consent and Action In Lieu of Meeting of the Trustees ---------------------------------- The undersigned, being the Trustees of each of the above-captioned Fund, each a trust with transferable shares under Massachusetts law (each, a "Fund"), established under an Agreement and Declaration of Trust filed in the offices of the Secretary of the Commonwealth of Massachusetts, and of the Clerk of the City of Boston (the "Declaration"), acting by written consent pursuant to the Declaration, DO HEREBY ADOPT the following resolutions: RESOLVED, that the Trustees hereby approve the extension through May 15, 2009 of the joint fidelity bond with National Union Fire Insurance Co. (AIG), Zurich Insurance Company, Continental Insurance Company (CAN), Fidelity and Deposit Company of Maryland and Liberty Mutual Insurance Company covering officers and employees of the Fund (and employees of service providers to the Fund if and to the extent such persons are included in the definition of "Employee" in the joint fidelity bond). IN WITNESS WHEREOF, we have hereunto signed our names as of the 5th day of March, 2009. ____________________________ ________________________ 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 ** Mr. Moody is a Trustee of each Fund, except ACS Exhibit C-4 THE SPAIN FUND, INC. Consent and Action in Lieu of Meeting of the Board of Directors --------------------------------- The undersigned, being the entire Board of Directors of The Spain Fund, Inc., a Maryland Corporation (the "Corporation"), pursuant to Section 2-408(c) of the Maryland General Corporation Law, do hereby unanimously consent and agree, by signing this written consent, to the adoption of the following resolutions and the filing of the same with the minutes of proceedings of the Board of Directors, with the same effect as if such action had been taken by unanimous vote at a meeting of the Board of Directors duly called and held RESOLVED, that the Board of Directors hereby approves the extension through May 15, 2009 of the joint fidelity bond with National Union Fire Insurance Co. (AIG), Zurich Insurance Company, Continental Insurance Company (CAN), Fidelity and Deposit Company of Maryland and Liberty Mutual Insurance Company covering officers and employees of the Corporation (and employees of service providers to the Corporation if and to the extent such persons are included in the definition of "Employee" in the joint fidelity bond); and RESOLVED, that the Board of Directors hereby approves the extension through May 15, 2009 of the (i) the joint directors' and officers' liability policy covering the Manager and its affiliates, the Corporation, the AllianceBernstein Funds and Sanford C. Bernstein Fund, Inc. and issued by a group of insurance companies led by a subsidiary of American International Group, and (ii) the joint directors' and officers' liability policy covering the Corporation and the AllianceBernstein Funds issued by ICI Mutual Insurance Company. IN WITNESS WHEREOF, we have hereunto signed our names as of the 5th day of March, 2009. -------------------------------- ---------------------------- William H. Foulk, Jr. Antonio Eraso -------------------------------- ---------------------------- Daniel de Fernando Garcia Baldomero Falcones Jaquotot -------------------------------- ---------------------------- Inmaculada de Habsburgo-Lorena Luis Abril Perez Exhibit C-5 ALLIANCEBERNSTEIN GREATER CHINA '97 FUND, INC. Consent and Action in Lieu of Meeting of the Board of Directors --------------------------------- The undersigned, being the entire Board of Directors of AllianceBernstein Greater China '97 Fund, Inc., a Maryland corporation (the "Fund"), pursuant to Section 2-408(c) of the Maryland General Corporation Law, do hereby unanimously consent and agree, by signing this written consent, to the adoption of the following resolutions and the filing of same with the minutes of proceedings of the Board of Directors, with the same effect as if such action had been taken by unanimous vote at a meeting of the Board of Directors duly called and held: RESOLVED, that the Board of Directors hereby approves the extension through May 15, 2009 of the joint fidelity bond with National Union Fire Insurance Co. (AIG), Zurich Insurance Company, Continental Insurance Company (CAN), Fidelity and Deposit Company of Maryland and Liberty Mutual Insurance Company covering officers and employees of the Fund (and employees of service providers to the Fund if and to the extent such persons are included in the definition of "Employee" in the joint fidelity bond). IN WITNESS WHEREOF, we have hereunto signed our names as of the 5th day of March, 2009. --------------------------- ---------------------------- William H. Foulk, Jr. Garry L. Moody --------------------------- David H. Dievler SK 00250 0073 972629