SANFORD C. BERNSTEIN FUND, INC. (the "Fund")
NSAR-B Filing - One Year Ending September 30,2000
ATTACHMENT TO ITEM 77.C
(a) A Special Meeting of Shareholders was held on September 25, 2000.
(b) The meeting involved the following:
(i) Nomination of three new directors and re-election of six
existing directors. The three nominees were Irwin Engelman, Peter W.
Huber and Rosalie J. Wolf, all of whom were elected as directors of the
Fund. The six existing directors, Andrew S. Adelson, Arthur Aeder,
Peter L. Bernstein, Roger Hertog, William Kristol and Theodore Levitt
were all re-elected as directors of the Fund.
<TABLE>
<S> <C> <C>
Andrew S. Adelson Votes For: 439,804,827
Votes Against: 4,910,520
Arthur Aeder Votes For: 439,252,974
Votes Against: 5,462,373
Peter L. Bernstein Votes For: 438,889,088
Votes Against: 5,826,259
Irwin Engelman Votes For: 439,667,340
Votes Against: 5,048,007
Roger Hertog Votes For: 439,065,404
Votes Against: 5,649,943
Peter W. Huber Votes For: 439,310,144
Votes Against: 5,405,203
William Kristol Votes For: 437,509,965
Votes Against: 7,205,382
Theodore Levitt Votes For: 438,921,087
Votes Against: 5,794,260
Rosalie J. Wolf Votes For: 439,607,319
Votes Against: 5,108,028
</TABLE>
(ii) To approve or disapprove a new investment management
agreement between the Fund on behalf of each portfolio, Alliance
Capital Management L.P. ("Alliance").
<TABLE>
<S> <C> <C>
Government Short Duration Votes For: 4,623,633
Votes Against: 172,928
Short Duration Plus Votes For: 23,171,867
Votes Against: 219,743
New York Municipal Votes For: 31,246,333
Votes Against: 414,182
Diversified Municipal Votes For: 59,809,693
Votes Against: 356,314
Intermediate Duration Votes For: 106,574,745
Votes Against: 1,403,327
California Municipal Votes For: 19,845,829
Votes Against: 346,176
Tax-Managed International Votes For: 88,697,754
Value Votes Against: 898,813
Short Duration California Votes For: 2,949,920
Municipal Votes Against: 44,594
Short Duration New York Votes For: 5,794,380
Municipal Votes Against: 51,642
Short Duration Diversified Votes For: 8,844,903
Municipal Votes Against: 37,327
Emerging Markets Value Votes For: 22,783,570
Votes Against: 143,573
International Value II Votes For: 60,166,251
Votes Against: 662,158
</TABLE>
(iii) To approve or disapprove a new shareholder servicing and
administrative agreement between the Fund, on behalf of each portfolio,
and Alliance.
<TABLE>
<S> <C> <C>
Government Short Duration Votes For: 4,622,087
Votes Against: 172,275
Short Duration Plus Votes For: 23,097,254
Votes Against: 216,264
New York Municipal Votes For: 30,971,501
Votes Against: 437,981
Diversified Municipal Votes For: 59,462,042
Votes Against: 434,671
Intermediate Duration Votes For: 106,224,951
Votes Against: 1,438,240
California Municipal Votes For: 19,769,419
Votes Against: 384,518
Tax-Managed International Votes For: 88,349,034
Value Votes Against: 919,926
Short Duration California Votes For: 2,949,920
Municipal Votes Against: 44,594
Short Duration New York Votes For: 5,746,608
Municipal Votes Against: 65,104
Short Duration Diversified Votes For: 8,922,934
Municipal Votes Against: 37,327
Emerging Markets Value Votes For: 22,740,177
Votes Against: 141,163
International Value II Votes For: 59,998,478
Votes Against: 709,745
</TABLE>
(iv) To approve or disapprove eliminating the fundamental
investment restriction relating to investment in illiquid securities
and replacing it with a non-fundamental restriction.
<TABLE>
<S> <C> <C>
Government Short Duration Votes For: 4,396,518
Votes Against: 321,794
Short Duration Plus Votes For: 22,203,266
Votes Against: 782,565
New York Municipal Votes For: 29,640,136
Votes Against: 1,193,459
Diversified Municipal Votes For: 57,204,159
Votes Against: 2,110,018
Intermediate Duration Votes For: 98,915,839
Votes Against: 6,189,885
California Municipal Votes For: 19,450,211
Votes Against: 478,922
</TABLE>
(v) To approve or disapprove eliminating the fundamental
investment restriction relating to investment in securities of
unseasoned issuers.
<TABLE>
<S> <C> <C>
Government Short Duration Votes For: 4,400,447
Votes Against: 325,128
Short Duration Plus Votes For: 22,188,722
Votes Against: 841,086
New York Municipal Votes For: 29,469,231
Votes Against: 1,213,720
Diversified Municipal Votes For: 57,222,460
Votes Against: 2,007,549
Intermediate Duration Votes For: 98,534,738
Votes Against: 6,463,807
California Municipal Votes For: 19,396,368
Votes Against: 603,603
</TABLE>
(vi) For each portfolio separately to ratify the selection of
PricewaterhouseCoopers LLP as independent accountants for the current
fiscal year.
<TABLE>
<S> <C> <C>
Government Short Duration Votes For: 4,664,979
Votes Against: 94,607
Short Duration Plus Votes For: 23,175,321
Votes Against: 120,803
New York Municipal Votes For: 31,162,619
Votes Against: 192,569
Diversified Municipal Votes For: 60,044,081
Votes Against: 296,380
Intermediate Duration Votes For: 107,313,687
Votes Against: 713,152
California Municipal Votes For: 20,111,071
Votes Against: 81,284
Tax-Managed International Votes For: 88,973,578
Votes Against: 667,735
Short Duration California Votes For: 2,949,920
Municipal Votes Against: 44,594
Short Duration New York Votes For: 5,746,608
Municipal Votes Against: 65,104
Short Duration Diversified Votes For: 8,986,200
Municipal Votes Against: 25,297
Emerging Markets Value Votes For: 22,853,241
Votes Against: 79,180
International Value II Votes For: 60,678,871
Votes Against: 273,703
</TABLE>
