Securities Exchange Act of 1934 - Rule 14a-8(i)(9)
RESPONSE OF THE OFFICE OF CHIEF COUNSEL
Alliance World Dollar Government Fund, Inc.
Dear Ms. Clarke:
In a letter dated October 5, 2006, you notified the staff of the Securities and Exchange Commission that the Alliance World Dollar Government Fund, Inc. ("the Fund") proposes to omit a shareholder proposal ("the Proposal") submitted by Mr. Walter S. Baer (the "Proponent") from its proxy materials for its 2006 special meeting of its shareholders. The Proposal provides:
RESOLVED: The shareholders ask the Board of Directors to take the steps necessary to merge the Alliance World Dollar Government Fund (AWG) into the AllianceBernstein Emerging Market Debt Fund, an open-end fund, or otherwise permit shareholders to realize net asset value (NAV) for their shares.
You request our assurance that we would not recommend enforcement action if the Fund omits the Proposal in reliance on Rules 14a-8(i)(3), (6) and (9) and Rule 14a-8(e)(3) under the Securities Exchange Act of 1934.
You argue that the Fund may exclude the Proposal under the provision of Rule 14a-8(i)(9) which permits the omission of a proposal if the proposal directly conflicts with one of the company's own proposals to be submitted to shareholders at the same meeting. You state that the purpose of the special meeting is to obtain shareholder approval of the merger of the Fund into the Alliance World Dollar Government Fund II, Inc. (the "Acquisition"). You argue that the Proposal is expressly presented as an opposition and alternative to the Fund's proposed Acquisition.
We believe there is some basis for your view that the Proposal may be excluded pursuant to Rule 14a-8(i)(9). The staff has taken the position that a proposal may be excluded if its primary purpose is to counter shareholder approval of a company proposal. See, e.g., Scudder New Europe Fund, Inc. (pub. avail. April 29, 1999); PECO Energy Co. (pub. avail. Jan. 31, 2000); INTERLINQ Software Corp. (pub. avail. April 20, 1999); Unicom Corp. (pub. avail. Feb. 14, 2000); Scudder Spain and Portugal Fund, Inc. (pub. avail. Oct. 6, 1998). Here, the Proposal appears to be a counterproposal to the Acquisition proposed by the Fund. Indeed, in his Supporting Statement, the Proponent criticizes the Acquisition and states that his Proposal is the "better way." Thus, we would not recommend enforcement action against the Fund if it omits the Proposal in reliance upon Rule 14a-8(i)(9).*
We note that the Fund did not file its statement of objections to including the Proposal in its proxy materials at least 80 days before the date on which it will file definitive proxy materials as required by Rule 14a-8(j)(1). Noting the circumstances of the delay, we grant the Fund's request that the 80-day requirement be waived.
Attached is a description of the informal procedures the Division follows in responding to shareholder proposals. If you have any questions or comments regarding this matter, please contact the undersigned at (202) 551-6941.
Linda B. Stirling
cc: Walter S. Baer
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