SCHEDULE 14A INFORMATION
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))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Materials Pursuant to Section 240.14a-12
Alliance Technology Fund, Inc.
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(Name of Registrant as Specified In Its Charter)
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(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)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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ALLIANCE TECHNOLOGY FUND, INC.
1345 Avenue of the Americas
New York, New York 10105
Toll Free: (800) 221-5672
March 3, 2003
To the Stockholders of Alliance Technology Fund, Inc. (the "Fund"):
The accompanying Notice of Meeting and Proxy Statement present three
proposals to be considered at the Fund's Special Meeting of Stockholders (the
"Meeting") to be held on April 22, 2003. The proposals are discussed more
fully in the accompanying Proxy Statement.
The first proposal is for the election of the Fund's Directors. The
second and third proposals are to amend or eliminate, in each case consistent
with the Investment Company Act of 1940 (the "1940 Act"), certain investment
restrictions that were originally included as a result of undertakings given
to the administrators of state "blue sky" laws that were preempted or
nullified by Congress in 1996. The restrictions are not required by the 1940
Act or are otherwise subject to regulation under the 1940 Act. The Board of
Directors believes that it is in the best interests of the Fund and its
stockholders to change these policies to provide the Fund with the investment
flexibility allowed by the 1940 Act.
We welcome your attendance at the Meeting. If you are unable to
attend, we encourage you to vote your proxy promptly, in order to spare the
Fund additional proxy solicitation expenses. Georgeson Shareholder
Communications, Inc. ("GSC"), a professional proxy solicitation firm, has
been selected to assist stockholders in the voting process. As the date of
the Meeting approaches, if we have not yet received your proxy, you may
receive a telephone call from GSC reminding you to exercise your right to
vote. If you have any questions regarding the Meeting agenda or how to
submit your proxy, please call GSC at (866) 261-9474.
Sincerely,
John D. Carifa
Chairman and President
[Alliance Capital Logo]
Alliance Technology Fund, Inc.
______________________________________________________________________________
1345 Avenue of the Americas, New York, New York 10105
Toll Free: (800) 221-5672
______________________________________________________________________________
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
April 22, 2003
To the Stockholders of Alliance Technology Fund, Inc.:
Notice is hereby given that a Special Meeting of Stockholders (the
"Meeting") of Alliance Technology Fund, Inc., a Maryland corporation (the
"Fund"), will be held at the offices of the Fund, 1345 Avenue of the
Americas, 33rd Floor, New York, New York 10105, on Tuesday, April 22, 2003 at
11:00 a.m., Eastern Time, for the following purposes, all of which are more
fully described in the accompanying Proxy Statement dated March 3, 2003:
1. To elect six Directors of the Fund, each such Director to hold office
until his successor is duly elected and qualifies;
2. To approve an amendment to the Fund's fundamental investment restriction
prohibiting investments in commodities or commodity contracts to permit
the Fund to purchase and sell financial futures contracts and options on
such futures contracts;
3. To approve the elimination of certain of the Fund's fundamental
investment restrictions:
3A. To approve the elimination of the fundamental investment restriction
regarding investments in illiquid securities;
3B. To approve the elimination of the fundamental investment restriction
prohibiting investments in unseasoned issuers;
3C. To approve the elimination of the fundamental investment restriction
regarding short sales of securities, maintaining short positions or
writing put options;
3D. To approve the elimination of the fundamental investment restriction
prohibiting the purchase of securities of other investment companies
or investment trusts, except when such purchase is part of a merger,
consolidation or acquisition of assets;
3E. To approve the elimination of the fundamental investment restriction
prohibiting the purchase or retention of securities of any company
if officers and directors of the Fund and employees of the Fund's
investment adviser who each own beneficially more than one-half of
1% of the outstanding securities of the company together own more
than 5% of the securities of the company; and
3F. To approve the elimination of the fundamental investment restriction
prohibiting the Fund from participating on a joint or joint and
several basis in any securities trading account.
4. To transact such other business as may properly come before the Meeting.
The Board of Directors of the Fund has fixed the close of business on
February 21, 2003 as the record date for the determination of stockholders of
the Fund entitled to notice of, and to vote at, the Meeting and any
postponement or adjournment thereof.
The enclosed proxy is being solicited on behalf of the Board of
Directors of the Fund. Each stockholder who does not expect to attend the
Meeting in person is requested to complete, date, sign and promptly return
the enclosed proxy card, or to vote by telephone or via the Internet as
described on the enclosed proxy card.
The Board of Directors of the Fund recommends approval of all the
proposals.
By Order of the Board of Directors,
Edmund P. Bergan, Jr.
Secretary
New York, New York
March 3, 2003
_______________________________________________________________________________
YOUR VOTE IS IMPORTANT
Please indicate your voting instructions on the enclosed proxy card,
sign and date it, and return it in the envelope provided, which needs no
postage if mailed in the United States. You may also vote by telephone or
through the Internet. To do so, please follow the instructions on the
enclosed proxy card. Your vote is very important no matter how many shares
you own. Please mark and mail your proxy promptly or vote by telephone or
through the Internet in order to save the Fund any additional cost of further
proxy solicitation and in order for the Meeting to be held as scheduled.
______________________________________________________________________________
(R) This registered service mark used under license from the owner, Alliance
Capital Management L.P.
PROXY STATEMENT
ALLIANCE TECHNOLOGY FUND, INC.
1345 Avenue of the Americas
New York, New York 10105
_____________
SPECIAL MEETING OF STOCKHOLDERS
April 22, 2003
____________
INTRODUCTION
------------
This Proxy Statement is furnished in connection with the solicitation
of proxies on behalf of the Board of Directors of Alliance Technology Fund,
Inc., a Maryland corporation (the "Fund"), to be voted at the Special Meeting
of Stockholders of the Fund (the "Meeting"), to be held at the offices of the
Fund, 1345 Avenue of the Americas, 33rd Floor, New York, New York 10105, on
Tuesday, April 22, 2003 at 11:00 a.m., Eastern Time. Proxies will be
solicited primarily by mail and may also be made by telephone. Solicitation
costs will be borne by the Fund.
The Board of Directors of the Fund has fixed the close of business on
February 21, 2003 as the record date for the determination of stockholders
entitled to notice of, and to vote at, the Meeting and at any postponement or
adjournment thereof (the "Record Date"). The outstanding voting shares of
the Fund as of the Record Date consisted of 73,942,419 shares of common
stock, representing four classes of shares of the Fund, each share being
entitled to one vote. All properly executed and timely received proxies will
be voted in accordance with the instructions marked thereon or otherwise
provided therein. Accordingly, unless instructions to the contrary are
marked, proxies will be voted (i) for the election of six directors of the
Fund (Proposal One), (ii) for the amendment to the Fund's fundamental
investment restriction prohibiting investments in commodities or commodity
contracts to permit the Fund to purchase and sell financial futures contracts
and options on financial futures contracts (Proposal Two), and (iii) for the
elimination of certain of the Fund's fundamental investment restrictions
(Proposals 3A-3F). (These proposals are referred to individually as a
"Proposal" and collectively as the "Proposals".) Any stockholder may revoke
that stockholder's proxy at any time prior to exercise thereof by giving
written notice to the Secretary of the Fund at 1345 Avenue of the Americas,
New York, New York 10105, by signing another proxy of a later date or by
personally voting at the Meeting.
Properly executed proxies may be returned with instructions to abstain
from voting or to withhold authority to vote (an "abstention") or represent a
broker "non-vote" (which is a proxy from a broker or nominee indicating that
the broker or nominee has not received instructions from the beneficial owner
or other person entitled to vote shares on a particular matter with respect
to which the broker or nominee does not have discretionary power to vote).
The approval of Proposal One requires the affirmative vote of a majority of
the votes cast; neither abstentions nor broker non-votes, not being votes
cast, will have any effect on the outcome of the Proposal. The approval of
Proposal Two and Proposals 3A-3F requires the affirmative vote of the holders
of a "majority of the outstanding voting securities" of the Fund as defined
in the Investment Company Act of 1940, as amended (the "1940 Act"), which
means the lesser of (i) 67% or more of the voting securities of the Fund
present or represented by proxy, or (ii) more than 50% of the outstanding
voting securities of the Fund (a "1940 Act Majority"). With respect to
Proposal Two and Proposals 3A-3F, an abstention or broker non-vote will be
considered present for purposes of determining the existence of a quorum but
will have the effect of a vote against the Proposals. If any matter other
than the Proposals properly comes before the Meeting, the shares represented
by proxies will be voted on all such other proposals in the discretion of the
person or persons voting the proxies. The Fund has not received notice of,
and is not otherwise aware of, any other matter to be presented at the
Meeting.
A quorum for the Meeting will consist of the presence in person or by
proxy of the holders of a majority of the Fund's shares issued and
outstanding and entitled to vote at the Meeting. Whether or not a quorum is
present at the Meeting, if sufficient votes in favor of the position
recommended by the Board of Directors on any Proposal described in the Proxy
Statement are not timely received, the persons named as proxies may, but are
under no obligation to, with no other notice than announcement at the
Meeting, propose and vote for one or more adjournments of the Meeting for up
to 120 days after the Record Date to permit further solicitation of proxies.
The Meeting may be adjourned with respect to fewer than all the Proposals in
the Proxy Statement and a stockholder vote may be taken on any one or more of
the Proposals prior to any adjournment if sufficient votes have been received
for approval thereof. Shares represented by proxies indicating a vote
contrary to the position recommended by a majority of the Board of Directors
on a Proposal will be voted against adjournment as to that Proposal.
The Fund has engaged Georgeson Shareholder Communications, Inc., a
professional proxy solicitation firm ("GSC"), to assist the Fund in soliciting
proxies for the Meeting. The Fund will pay GSC a fee of approximately $35,000
for its solicitation services plus reimbursement of out-of-pocket expenses.
PROPOSAL ONE
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ELECTION OF DIRECTORS
At the Meeting, six Directors of the Fund are to be elected, each to
serve for a term of indefinite duration and until his successor is duly
elected and qualifies. The affirmative vote of a majority of the votes cast
at the Meeting is required to elect a Director. It is the intention of the
persons named as proxies in the accompanying proxy to nominate and vote in
favor of the election of the nominees named below.
Messrs. John D. Carifa, David H. Dievler, William H. Foulk, Jr., Robert
C. Alexander, D. James Guzy and Marshall C. Turner, Jr. currently serve as
Directors of the Fund and are standing for reelection at the Meeting. Each
of the six nominees has consented to serve as a Director of the Fund. The
Board of Directors knows of no reason why any of the nominees will be unable
to serve, but in the event any nominee is unable to serve or for good cause
will not serve, the proxies received indicating a vote in favor of such
nominee will be voted for a substitute nominee as the Board of Directors may
recommend.
Certain information concerning the Directors is set forth below.
Messrs. John D. Carifa, David H. Dievler and William H. Foulk, Jr. are each a
director or trustee of one or more other investment companies sponsored by
Alliance Capital Management L.P., the Fund's investment adviser ("Alliance").
Number
of
Portfolios
in Fund
Complex
Overseen
by Other
Director Director-
or ships Held
Name; age; positions and offices with the Fund; Nominee By Director
address; (length of time served#); principal for or Nominee
occupations during the past five years Director for Director
- -------------------------------------- -------- ------------
Interested Director
* John D. Carifa; 57; Chairman of the Board and
President; 1345 Avenue of the Americas, New York,
NY 10105; (15); President, Chief Operating
Officer and a Director of Alliance Capital
Management Corporation, the general partner of
Alliance ("ACMC"), which he has been associated 114 None
with since prior to 1998.
Disinterested Directors
**+ Robert C. Alexander; 60; Director; 38 East
29th Street, New York, NY 10016; (9); President
of Alexander & Associates, Inc. Management
Consultants, since prior to 1998. 1 None
**+ David H. Dievler; 73; Director; P.O. Box 167,
Spring Lake, NJ 07762; (13); Independent
Consultant. Until December 1994 he was Senior
Vice President of ACMC responsible for mutual
fund administration. Prior to joining ACMC in
1984 he was Chief Financial Officer of Eberstadt
Asset Management since 1968. Prior to that
he was a Senior Manager at Price Waterhouse
& Co. Member of American Institute of Certified
Public Accountants since 1953. 98 None
**+ William H. Foulk, Jr.; 70; Director; 2 Sound
View Drive, Suite 100, Greenwich, CT 06830;
(11); Investment Adviser and Independent
Consultant. He was formerly Senior Manager of
Barrett Associates, Inc., a registered
investment adviser, with which he had been
associated since prior to 1998. He was
formerly Deputy Comptroller of the State of
New York and, prior thereto, Chief Investment
Officer of the New York Bank for Savings. 110 None
**+ D. James Guzy; 66; Director; P.O. Box 128, Intel
Glenbrook, NV 89413; (21); Chairman of the Corporation;
Board of PLX Technology (semi-conductors) and Cirrus Logic
of SRC Computers, Inc., with which he has been Corporation;
associated since prior to 1998. He is also Micro
President of Arbor Company (private family Component
investments). He is a Director of Intel Technology;
Corporation (semi-conductors), Cirrus Logic Davis
Corporation (semi-conductors), Novellus Selected
Corporation (semi-conductor equipment), Micro Advisors
Component Technology (semi-conductor equipment), Group of
the Davis Selected Advisors Group of Mutual Mutual
Funds (registered investment companies) and Funds; and
LogicVision (semi-conductor equipment). 1 LogicVision
Disinterested Directors (cont.)
**+ Marshall C. Turner, Jr.; 61; Director; 220
Montgomery Street, Penthouse 10, San Francisco,
CA 94104-3402; (11); Principal of Turner
Venture Associates (venture capital and
consulting) since prior to 1998. He is a
director of DuPont Photomasks, Inc. (semi-
conductor manufacturing services); the George
Lucas Educational Foundation; and is Chairman
of the Board of the Smithsonian's National DuPont
Museum of Natural History. Photomasks,
1 Inc.
__________________________
# There is no stated term of office for the Fund's Directors.
* "Interested person" of the Fund, as defined in the 1940 Act, because of
an affiliation with Alliance.
** Member of the Audit Committee.
+ Member of the Nominating Committee.
Mr. Alexander is President and sole stockholder of Alexander &
Associates, Inc. ("A&A"), a management consulting firm. During the calendar
years ended 2001 and 2002, A&A provided project management services with
respect to consumer surveys relating to specific industries and companies to
Alliance or an affiliate of Alliance, for which it received aggregate fees of
$160,250. Effective October 1, 2002, A&A no longer provided services to
Alliance or its affiliates.
It is the policy of the Board of Directors of all registered investment
companies to which Alliance provides investment advisory services, including
the Fund (collectively, the "Alliance Fund Complex"), that each Director will
invest at least $10,000 in at least one of the funds the Director
supervises. The dollar range of the Fund's securities owned by each Director
and the aggregate dollar range of securities owned in the Alliance Fund
Complex are set forth below.
Aggregate Dollar Range
of Equity Securities in
Dollar Range of Equity the Alliance Fund
Securities in the Fund as Complex as of
of December 31, 2002 December 31, 2002
-------------------- --------------------
John D. Carifa $50,001 - $100,000 Over $100,000
Robert C. Alexander $1 - $10,000 $1 - $10,000
David H. Dievler $10,001 -$50,000 Over $100,000
William H. Foulk, Jr. $10,001 - $50,000 Over $100,000
D. James Guzy $1 - $10,000 $1 - $10,000
Marshall C. Turner, Jr. $10,001 - $50,000 $50,001 - $100,000
As of the Record Date, the Directors and officers of the Fund as a
group owned less than 1% of the outstanding shares of the Fund. During the
Fund's most recently completed fiscal year, the Directors as a group did not
engage in the purchase or sale of more than 1% of any class of securities of
Alliance or of any of its parents or subsidiaries.
During the Fund's fiscal year ended November 30, 2002, the Board of
Directors met six times. The Audit Committee of the Fund meets with
representatives of Ernst & Young LLP to discuss the scope of their engagement
and to review the financial statements of the Fund and the results of their
examination thereof. The Audit Committee of the Fund met twice during the
Fund's most recently completed fiscal year. The Nominating Committee of the
Fund did not meet during the Fund's most recently completed fiscal year.
Both the Audit Committee and the Nominating Committee are standing committees
of the Board of Directors. The Nominating Committee considers individuals
for nomination to fill vacancies on the Board of Directors. The Nominating
Committee does not currently consider for nomination candidates proposed by
stockholders.
The Fund does not pay any fees to, or reimburse expenses of, any
Director during a time in which such Director is considered an "interested
person" of the Fund. The aggregate compensation paid by the Fund to its
Directors during its fiscal year ended November 30, 2002, the aggregate
compensation paid to each of the Directors during 2002 by all of the
investment companies in the Alliance Fund Complex and the total number of
investment companies and investment portfolios within the Alliance Fund
Complex with respect to which each of the Directors serves as a director or
trustee are set forth below. Neither the Fund nor any other investment
company in the Alliance Fund Complex provides compensation in the form of
pension or retirement benefits to any of its directors or trustees.
Total Number
of
Investment
Total Number Portfolios
of Investment within the
Companies in Alliance
Total the Alliance Fund
Aggregate Compensation Fund Complex, Complex,
Compensation from the including the including
from the Fund Alliance Fund Fund, as to the Fund, as
during its Complex, which the to which the
Fiscal Year including the Director is a Director is
Ended Fund, during Director a Director
Name of Director November 30, 2002 2002 or a Trustee or a Trustee
- ---------------- ----------------- ---- ------------ ------------
John D. Carifa $ -0- $ -0- 53 114
Robert C. Alexander $20,850 $ 20,850 1 1
David H. Dievler $20,100 $246,238 48 98
William H. Foulk, $20,100 $241,700 49 110
Jr.
D. James Guzy $20,850 $ 20,850 1 1
Marshall C. Turner, $20,850 $ 20,850 1 1
Jr.
Independent Auditors
The Board of Directors of the Fund at a meeting held on September 21,
2002, approved by the vote cast in person of a majority of the Directors of
the Fund, including a majority of the Directors who are not "interested
persons" of the Fund, as defined by the 1940 Act, Ernst & Young LLP,
independent auditors, to audit the Fund's accounts for the fiscal year ending
November 30, 2003. Ernst & Young LLP has audited the Fund's accounts since
the Fund's commencement of operations and has represented that it does not
have any direct financial interest or any material indirect financial
interest in the Fund. In reliance on Rule 32a-4 under the 1940 Act, the Fund
is not seeking stockholder ratification of the selection of Ernst & Young LLP
as independent auditors.
Representatives of Ernst & Young LLP are expected to be present at the
Meeting and to have the opportunity to make a statement if they so desire.
They are also expected to be available to respond to appropriate questions.
Independent Auditors' Fees
The following table sets forth the aggregate fees billed by the
independent auditors for the Fund's most recent fiscal year for professional
services rendered for: (i) the audit of the Fund's annual financial
statements and the review of financial statements included in the Fund's
reports to stockholders; (ii) financial information systems design and
implementation services provided to the Fund, Alliance and entities that
control, are controlled by or under common control with Alliance that provide
services to the Fund; (iii) all other services provided to the Fund; and (iv)
all other services provided to Alliance and entities that control, are
controlled by or under common control with Alliance that provide services to
the Fund. The Audit Committee of the Board of Directors has considered
whether the provision of the services in (ii) through (iv) is compatible with
maintaining the independence of the independent auditors.
Financial All All Other Fees
Information Other Fees For Services
Systems Design For Services Provided to
and Implememtation Provided to Alliance and
Audit Fees Fees the Fund its Affiliates
---------- ---- -------- --------------
$45,000 $0 $57,000 $565,000
The Board of Directors recommends that the stockholders of the Fund
vote "FOR" the election of each of the foregoing nominees to serve as a
Director of the Fund.
PROPOSAL TWO
------------
APPROVAL OF AN AMENDMENT TO THE FUND'S FUNDAMENTAL
INVESTMENT RESTRICTION PROHIBITING INVESTMENTS IN
COMMODITIES OR COMMODITY CONTRACTS
At its Regular Meeting on February 11, 2003, the Board of Directors
considered and approved Alliance's recommendation that the Fund's fundamental
investment restriction prohibiting investments in commodities or commodity
contracts be amended to permit the Fund to invest in financial futures
contracts and options on such futures contracts.
In making its recommendation to the Board of Directors, Alliance noted
that the Fund since inception has had a fundamental restriction against
investments in commodities or commodity contracts. Alliance noted that this
policy was typical of a time when financial futures contracts and options
thereon had yet to attain their later significance as investment tools. As a
result of this restriction, Alliance noted, financial futures contracts and
options on such futures contracts are currently unavailable to the Fund.
Alliance stated its belief that, as the use of financial futures
contracts and options thereon has become more prevalent in the marketplace,
the Fund's inability to use these instruments may unduly impede its
investment latitude. According to Alliance, elimination of this restriction
will enable the Fund to manage cash flows even more efficiently and to
respond more quickly to volatile market conditions. As a result, Alliance
considered it in the best interests of the Fund and its stockholders to
obtain stockholder action appropriately amending the current fundamental
investment restriction. In connection with its recommendation to amend the
fundamental investment restriction, Alliance also recommended that the
Directors adopt a non-fundamental policy permitting purchases and sales of
financial futures contracts and options thereon.
Alliance also discussed certain of the risks involved in the purchase
or sale of financial futures contracts and options thereon. Alliance noted
that there is a risk that the performance of financial futures contracts may
correlate imperfectly with the performance of the direct investments for
which the financial futures contracts are a substitute. In addition,
Alliance stated that, as a result of limitations imposed on futures trading
by certain exchanges, the Fund could incur losses from delays in trading.
Alliance noted that the Fund would comply with applicable Securities and
Exchange Commission ("SEC") and SEC staff requirements and guidance regarding
the use of financial futures contracts and options thereon and would also
undertake to limit its use of such instruments to the extent required to
qualify for an exclusion from the definition of "commodity pool operator"
under a Commodity Futures Trading Commission rule.
After consideration and discussion of Alliance's presentation and
recommendations and other factors, the Board of Directors determined that
approval of the amendment to the Fund's fundamental investment restriction
prohibiting investments in commodities or commodity contracts was advisable
and in the best interests of the Fund and its stockholders. The Board of
Directors further resolved to recommend the following fundamental investment
restriction, as amended, to the Fund's stockholders for their approval as a
fundamental investment restriction:
The Fund will not purchase or sell commodities or commodity
contracts, except for financial futures contracts and
options on such futures contracts.
Approval of Proposal Two requires the affirmative vote of the holders
of a 1940 Act Majority. If the stockholders of the Fund do not approve the
amendment of the Fund's fundamental investment restriction, the Fund's
current fundamental investment restriction with respect to investments in
commodities or commodity contracts will remain the same.
The Board of Directors of the Fund recommends that the stockholders of
the Fund vote "FOR" the approval of Proposal Two.
PROPOSAL THREE
--------------
APPROVAL OF THE ELIMINATION OF CERTAIN
OF THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTIONS
(PROPOSALS 3A-3F)
The primary purpose of Proposals 3A through 3F is to eliminate the
Fund's fundamental investment restrictions with respect to: (i) investments
in illiquid securities; (ii) short sales of securities, maintaining short
positions and writing put options; (iii) investments in unseasoned issuers;
(iv) the purchase of securities of other investment companies or investment
trusts; (v) the purchase or retention of securities of any company, if
officers and directors of the Fund and employees of the Fund's investment
adviser who each own beneficially more than one-half of 1% of the outstanding
securities of the company together own more than 5% of the securities of the
company; and (vi) the Fund's participation on a joint or joint and several
basis in any securities trading account.
Approval of each proposal under Proposal Three (3A-3F) requires the
affirmative vote of the holders of a 1940 Act Majority. If the stockholders
of the Fund do not approve the elimination of one of the Fund's fundamental
investment restrictions presented in Proposal Three, the Fund's current
fundamental investment restriction will remain the same.
The Board of Directors of the Fund recommends that the stockholders of
the Fund vote "FOR" the approval of Proposals 3A-3F.
PROPOSAL 3A
-----------
APPROVAL OF THE ELIMINATION OF THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION
REGARDING INVESTMENTS IN ILLIQUID SECURITIES
At its Regular Meeting on February 11, 2003, the Board of Directors
considered and approved Alliance's recommendation that the Directors
eliminate the Fund's fundamental investment restriction limiting its
investments in illiquid securities, including restricted securities, to 10%
of the Fund's net assets.
In making its recommendation to the Board of Directors, Alliance noted
that the illiquid securities investment restriction is more restrictive than
required by the SEC. Under guidelines established by the SEC, non-money
market mutual funds must limit their holdings in illiquid securities to 15%
of their net assets. Alliance noted that the more restrictive investment
limitation grew out of old state "blue sky" undertakings and guidelines
imposed by the SEC that have subsequently changed.
In connection with its recommendation that the Fund eliminate the
fundamental investment restriction, Alliance recommended that the Directors
approve a non-fundamental investment policy for the Fund identical to current
SEC guidelines. Alliance noted that the SEC has from time to time changed
its guidelines with respect to the percentage limitation applicable to a
fund's investment in illiquid securities. For example, prior to 1993, the
percentage limit on a fund's investment in illiquid securities was 10%.
Alliance suggested that the non-fundamental investment policy would enable
the Fund to respond to any future regulatory change without the delay and
expense of a shareholder vote. In recommending the new policy, Alliance also
noted that the Fund has never approached a 10% investment in illiquid or
restricted securities, and that it does not anticipate that the proposed
change will have a material impact on the operation of the Fund.
PROPOSAL 3B
-----------
APPROVAL OF THE ELIMINATION OF THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION
PROHIBITING INVESTMENTS IN UNSEASONED ISSUERS
At its Regular Meeting on February 11, 2003, the Board of Directors
also considered and approved Alliance's recommendation that the Directors
eliminate the Fund's fundamental investment restriction prohibiting the Fund
from investing more than 10% of its assets in securities of companies that,
including predecessors, have a record of less than three years of continuous
operation (often called "unseasoned issuers"). In addition, the Board of
Directors also considered and approved Alliance's recommendation that the
Directors eliminate an additional more restrictive investment restriction
prohibiting the Fund from investing more than 5% of its assets in unseasoned
issuers.
Alliance noted that, like the illiquid securities investment
restriction, the unseasoned issuers investment restrictions were originally
adopted by the Fund in response to state "blue sky" requirements. Alliance
stated that the provisions of these state "blue sky" laws were preempted by
Federal law in 1996 and that the 1940 Act does not contain a similar
restriction. In recommending the elimination of the unseasoned issuers
investment restrictions, Alliance stated its belief that the elimination of
the restrictions would permit the Fund to further avail itself of investment
opportunities in smaller capitalized, less seasoned companies.
PROPOSAL 3C
-----------
APPROVAL OF THE ELIMINATION OF THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION
REGARDING SHORT SALES OF SECURITIES, MAINTAINING SHORT POSITIONS OR WRITING
PUT OPTIONS
At its Regular Meeting on February 11, 2003, the Board of Directors
also considered and approved Alliance's recommendation that the Directors
eliminate the Fund's fundamental investment restriction prohibiting the Fund
from making short sales of securities, maintaining a short position, or
writing put options.
Alliance recommended the elimination of this fundamental investment
restriction to provide the Fund with the flexibility to competitively respond
to market developments without the delay and expense of the solicitation of
shareholder approval. In connection with its recommendation to eliminate the
fundamental investment restriction, Alliance recommended that the Directors
adopt a non-fundamental policy for the Fund similar to the current
fundamental policy, but with a change to remove the restriction on
maintaining a short position. Alliance noted that the policy restricting the
Fund from maintaining a short position may unduly restrict certain
investments or the use of investment techniques in which the Fund may at some
point wish to engage. For example, the sale of futures or options may be
viewed as involving short positions. Alliance stated its belief that the
Fund and the Board should have the ability to consider transactions that
involve technically short positions, but are not short sales, independently
without a general prohibition on short positions. Alliance also stated its
belief that the Fund should have the ability to effect short sales in the
future without the delay or expense of seeking shareholder approval.
PROPOSAL 3D
-----------
APPROVAL OF THE ELIMINATION OF THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION
PROHIBITING THE PURCHASE OF SECURITIES OF OTHER INVESTMENT COMPANIES OR
INVESTMENT TRUSTS
At its Regular Meeting on February 11, 2003, the Board of Directors
also considered and approved Alliance's recommendation that the Directors
eliminate the Fund's fundamental investment restriction prohibiting the
purchase of securities of any other investment company or investment trust,
except when such purchase is part of a merger, consolidation or acquisition
of assets.
Alliance recommended the elimination of this fundamental investment
restriction in order to provide the Fund with the flexibility to make
investments in other investment companies, as permitted by the 1940 Act, and
to conform the Fund's policy with that of many other Alliance equity funds.
Alliance noted that Section 12(d)(1)(A) of the 1940 Act permits investments
in other investment companies up to certain percentage limitations. In
general, unless otherwise permitted by the SEC, an investment company
("Acquiring Fund") cannot acquire shares of another investment company
("Acquired Fund") if, after the acquisition, (i) the Acquiring Fund would own
more than 3% of the Acquired Fund's securities; (ii) more than 5% of the
total assets of the Acquiring Fund would be invested in the Acquired Fund;
and (iii) more than 10% of the total assets of the Acquiring Fund would be
invested in other investment companies (including the Acquired Fund).
PROPOSAL 3E
-----------
APPROVAL OF THE ELIMINATION OF THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION
PROHIBITING THE PURCHASE OR RETENTION OF SECURITIES OF ANY COMPANY IF
OFFICERS AND DIRECTORS OF THE FUND AND EMPLOYEES OF THE FUND'S INVESTMENT
ADVISER WHO EACH OWN BENEFICIALLY MORE THAN ONE-HALF OF 1% OF THE OUTSTANDING
SECURITIES OF THE COMPANY TOGETHER OWN MORE THAN 5% OF THE SECURITIES OF THE
COMPANY
At its Regular Meeting on February 11, 2003, the Board of Directors
also considered and approved Alliance's recommendation that the Directors
eliminate the Fund's fundamental investment restriction prohibiting the
purchase or retention of the securities of any company if officers and
directors of the Fund and employees of the Fund's investment adviser who each
own beneficially more than one-half of 1% of the outstanding securities of
the company together own more than 5% of the securities of the company.
In recommending the elimination of this fundamental investment
restriction, Alliance noted that, like the illiquid securities investment
restriction and the unseasoned issuers investment restrictions, this
investment restriction was originally adopted by the Fund in response to
state "blue sky" requirements. Alliance stated that the provisions of these
state "blue sky" laws were preempted by Federal law in 1996. Alliance
also noted that the restriction is not required by the 1940 Act. Alliance
stated its belief that the restriction is unnecessary because the Fund's Code
of Ethics adequately covers and provides for the monitoring of the Fund's
securities purchases and security ownership by the Fund's officers and
directors. In addition, Alliance suggested that securities purchases of the
Fund that may pose conflicts of interest are subject to the restrictions
imposed by Section 17(d) of the 1940 Act and the rules thereunder and do not
require any additional policies with respect to the Fund.
PROPOSAL 3F
-----------
APPROVAL OF THE ELIMINATION OF THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION
PROHIBITING THE FUND FROM PARTICIPATING ON A JOINT OR JOINT AND SEVERAL BASIS
IN ANY SECURITIES TRADING ACCOUNT
At its Regular Meeting on February 11, 2003, the Board of Directors
also considered and approved Alliance's recommendation that the Directors
eliminate the Fund's fundamental investment restriction prohibiting the Fund
from participating on a joint or joint and several basis in any securities
trading account.
In recommending the elimination of this fundamental investment
restriction, Alliance noted that this policy was derived from state "blue
sky" laws that have been preempted by amendments of federal securities laws.
Alliance also noted that section 17(d) of the 1940 Act generally prohibits
any affiliated person of or principal underwriter for the Fund acting as
principal to effect any transaction in which the Fund is a joint or joint and
several participant with such person. Alliance stated, however, that the
1940 Act does not require this restriction to be stated as a fundamental
restriction.
The Board of Directors of the Fund recommends that the stockholders of
the Fund vote "FOR" the approval of Proposals 3A-3F.
HOW TO VOTE
You may vote your shares by mail by signing and returning the enclosed
proxy card, by telephone, or over the Internet.
Voting by Mail or in Person. If you wish to participate at the
Meeting, but do not wish to give a proxy by telephone or via the Internet,
you can complete, sign and mail the enclosed proxy card or attend the Meeting
in person.
Internet and Telephone Voting. You may give your voting instructions
via the Internet or by touch-tone telephone by following the instructions
provided with your proxy card.
INFORMATION AS TO THE FUND'S PRINCIPAL OFFICERS
Certain information concerning the Fund's officers is set forth below.
The Fund's officers are elected annually by the Board of Directors to serve
until his successor is duly elected and qualifies. The principal officers of
the Fund, age, (the month and year first elected) and their principal
occupations during the past five years are as follows:
John D. Carifa, Chairman and President, (see page 3 for biographical
information).
Gerald T. Malone, Senior Vice President, 48, (4/92), is a Senior Vice
President of ACMC, with which he has been associated since prior to 1998.
Thomas J. Bardong, Vice President, 57, (4/96), is a Senior Vice
President of ACMC, with which he has been associated since prior to 1998.
Andrew J. Frank, Vice President, 31, (2/02), is a Vice President of
ACMC, with which he has been associated since prior to 1998.
Edmund P. Bergan, Jr., Secretary, 52, (12/81), is a Senior Vice
President and the General Counsel of Alliance Fund Distributors, Inc. ("AFD")
and Alliance Global Investor Services, Inc. ("AGIS"), with which he has been
associated since prior to 1998.
Mark D. Gersten, Treasurer and Chief Financial Officer, 52, (10/85), is
a Senior Vice President of AGIS and a Vice President of AFD, with which he
has been associated since prior to 1998.
Vincent S. Noto, Controller, 38, (4/96), is a Vice President of AGIS,
with which he has been associated since prior to 1998.
Andrew L. Gangolf, Assistant Secretary, 48, (4/96), is a Senior Vice
President and Assistant General Counsel of AFD, with which he has been
associated since prior to 1998.
Domenick Pugliese, Assistant Secretary, 41, (4/96), is a Senior Vice
President and Assistant General Counsel of AFD, with which he has been
associated since prior to 1998.
The address of Messrs. Carifa, Malone, Bardong, Frank, Bergan, Gangolf
and Pugliese is c/o Alliance Capital Management L.P., 1345 Avenue of the
Americas, New York, New York 10105. The address of Messrs. Gersten and Noto
is c/o Alliance Global Investor Services, Inc., 500 Plaza Drive, Secaucus,
New Jersey 07094.
All of the officers of the Fund are employees of Alliance and officers
of ACMC, the general partner of Alliance, or a wholly-owned subsidiary of
Alliance. As of the Record Date, no officer or Director of the Fund owned
more than 1% of the outstanding equity securities of Alliance.
STOCK OWNERSHIP
The following persons were the beneficial owners of more than 5% of
each class of the Fund's outstanding common stock as of the Record Date.
Percent of Each
Class of Common
Stock Based on
Shares
Amount of Outstanding as
Name and Address of Beneficial of the Record
Beneficial Owner Ownership Date
- ---------------- --------- ----
Class A Shares
- --------------
MLPF&S - For the Sole Benefit of
Customers
Attn: Fund Administration (97091)
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, Florida 32246-6484 2,647,484 10.18%
Salomon Smith Barney
House Account
Attn: Cindy Tempesta
333 W. 34th Street, 3rd Floor
New York, New York 10001-2483 1,557,842 5.99%
Class B Shares
- --------------
Salomon Smith Barney
House Account
Attn: Cindy Tempesta
333 W. 34th Street, 3rd Floor
New York, New York 10001-2483 4,415,182 12.14%
MLPF&S - For the Sole Benefit of
Customers
Attn: Fund Administration (97BG6)
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, Florida 32246-6484 4,372,407 12.02%
Dean Witter Reynolds
Attn: MF Operations
2 Harborside Plaza, 2nd Floor
Jersey City, New Jersey 07311 2,290,868 6.30%
Class C Shares
- --------------
MLPF&S - For the Sole Benefit of
Customers
Attn: Fund Administration (97BF7)
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, Florida 32246-6484 2,090,942 21.60%
Salomon Smith Barney
House Account
Attn: Cindy Tempesta
333 W. 34th Street, 3rd Floor
New York, New York 10001-2483 1,509,533 15.59%
Advisor Class Shares
- --------------------
CollegeBound Fund
CBF - Aggressive Growth Portfolio
529 Plan
500 Plaza Drive
Secaucus, New Jersey 07094-2619 464,811 24.65%
Merrill Lynch
Attn: Fund Administration (97LS9)
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, Florida 32246-6484 448,658 23.79%
Trust For Profit Sharing Plan for
Employees of Alliance Capital
Management L.P. - Plan F
Attn: Diana Marotta, 31st Floor
1345 Avenue of the Americas
New York, New York 10105 372,947 19.77%
Prudential Securities Inc. FBO
Prudential Retirement Services
Nominee For Trustee PL. W68700
Prudential Securities Inc.
PO Box 15040
New Brunswick, New Jersey 08906-5040 144,790 7.68%
INFORMATION AS TO THE INVESTMENT ADVISER AND PRINCIPAL UNDERWRITER OF THE FUND
Alliance Capital Management L.P., 1345 Avenue of the Americas, New
York, New York 10105, is the Fund's investment adviser. Alliance Fund
Distributors, Inc., 1345 Avenue of the Americas, New York, New York 10105, is
the Fund's principal underwriter.
SUBMISSION OF PROPOSALS FOR NEXT
MEETING OF STOCKHOLDERS
The Fund does not hold annual stockholder meetings. Any stockholder
who wishes to submit a proposal to be considered at the Fund's next meeting
of stockholders should send the proposal to the Fund so as to be received
within a reasonable time before the Board of Directors makes the solicitation
relating to such meeting, in order to be included in the Fund's proxy
statement and form of proxy card relating to such meeting.
REPORTS TO STOCKHOLDERS
The Fund will furnish each person to whom this Proxy Statement is
delivered with a copy of the Fund's latest annual and semi-annual reports to
stockholders upon request and without charge. To request a copy, please call
Alliance Global Investor Services, Inc. at (800) 227-4618 or contact Mary Ann
Milley at Alliance Capital Management L.P., 1345 Avenue of the Americas, New
York, New York 10105.
By Order of the Board of Directors,
Edmund P. Bergan, Jr.
Secretary
New York, New York
March 3, 2003
Table of Contents
Page
Introduction............................................................. 1
Proposal One............................................................. 2
Proposal Two............................................................. 7
Proposal Three........................................................... 8
How to Vote.............................................................. 12
Information as to the Fund's Principal Officers.......................... 13
Stock Ownership.......................................................... 13
Information as to the Investment Adviser and Principal Underwriter
of the Fund.............................................................. 15
Submission of Proposals for the Next Meeting of Stockholders............. 15
Reports to Stockholders.................................................. 15
Alliance Technology Fund, Inc.
(LOGO)
Alliance Capital Management L.P.
NOTICE OF SPECIAL MEETING
OF STOCKHOLDERS AND
PROXY STATEMENT
April 22, 2003
Proxy ALLIANCE TECHNOLOGY FUND, INC. Proxy
- ------------------------------------------------------------------------------
Vote by Touch-Tone Phone, by Mail or via the Internet!!
CALL: To vote by phone call toll-free 1-800-690-6903 and use the
control number on the front of your proxy card.
LOG-ON: Vote on the Internet at www.proxyweb.com and use the control
number on the front of your proxy card.
MAIL: Return the signed proxy card in the enclosed envelope.
PROXY IN CONNECTION WITH THE SPECIAL MEETING OF
STOCKHOLDERS TO BE HELD APRIL 22, 2003
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE FUND.
CONTROL NUMBER:
The undersigned stockholder of Alliance Technology Fund, Inc., a Maryland
corporation (the "Fund"), hereby appoints Emilie D. Wrapp and Carol H. Rappa,
or either of them, as proxies for the undersigned, with full power of
substitution in each of them, to attend the Special Meeting of Stockholders
of the Fund to be held at 11:00 a.m., Eastern Time, on April 22, 2003 at the
offices of the Fund, 1345 Avenue of the Americas, 33rd Floor, New York, New
York 10105, and any postponements or adjournments thereof, to cast on behalf
of the undersigned all votes that the undersigned is entitled to cast at the
meeting and otherwise to represent the undersigned at the meeting with all
powers possessed by the undersigned if personally present at such meeting.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting
and accompanying Proxy Statement, revokes any proxy heretofore given with
respect to such meeting and hereby instructs said proxies to vote said shares
as indicated on the reverse side hereof.
The Board of Directors knows of no reason why any of the nominees for the
Board of Directors would be unable to serve, but in the event any nominee is
unable to serve or for good cause will not serve, the proxies received
indicating a vote in favor of such nominee will be voted for a substitute
nominee as the Board of Directors may recommend.
The votes entitled to be cast by the undersigned will be cast as instructed on
the reverse side hereof. If this proxy is executed but no instruction is
given, the votes entitled to be cast by the undersigned will be cast "FOR" the
election of each of the nominees referred to in Proposal One as directors,
"FOR" the approval of the amendment to the fundamental investment restriction
(Proposal Two) and "FOR" the approval of the elimination of each of the
fundamental investment restrictions (Proposals 3A-3F), and in the discretion
of the proxy holder(s) on any other matter that may properly come before the
special meeting or any adjournment or postponement thereof.
Dated: ____________, 2003
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN THIS PROXY
CARD PROMPTLY IF YOU ARE NOT VOTING VIA THE INTERNET OR BY TELEPHONE. YOU
MAY USE THE ENCLOSED ENVELOPE.
__________________________________
Signature(s) (Title(s), if applicable)
Please sign this proxy exactly as your name(s) appear(s) on the records of
the Fund. Joint owners should each sign personally. Trustees and other
representatives should indicate the capacity in which they sign, and where
more than one name appears, a majority must sign. If a corporation or
another entity, the signature should be that of an authorized officer who
should state his or her full title.
Your Board of Directors recommends a vote "For" the election of all Nominees,
"For" Proposal Two and "For" Proposals 3A-3F.
Please fill in box(es) as shown using black or blue ink or number 2
pencil. PLEASE DO NOT USE FINE POINT PENS. /x/
Withhold
For All as to All For All
Nominees Nominees Except
1. Election of Directors. / / / / / /
(01) John D. Carifa (04) William H. Foulk, Jr.
(02) Robert C. Alexander (05) D. James Guzy
(03) David H. Dievler (06) Marshall C. Turner, Jr.
(Instruction: To withhold authority to vote for any individual nominee(s),
write the number(s) of the nominee(s) on the line below.)
__________________________________________________
2. Approval of the amendment For Against Abstain
to the fundamental investment
restriction on commodities and
commodity contracts. / / / / / /
3. Approval of the elimination For All Against All Abstain All
of the fundamental investment (Except as
restriction on: Marked at
left)
/ / / / / /
3A. Investments in illiquid securities
3B. Investments in unseasoned issuers
3C. Short sales of securities, maintaining short positions or writing put
options
3D. Purchases of securities of other investment companies or investment
trusts
3E. Investments in securities owned by directors and officers of the Fund or
its investment adviser
3F. Joint or joint and several securities trading account
___________________________________
(Instructions: If you wish to vote against or abstain from a particular
sub-proposal presented, please write the number and letter(s) of the
sub-proposal on the line above and indicate "Against" or "Abstain".)
4. To vote and otherwise represent the undersigned on any other matter
that may properly come before the meeting or any adjournment or
postponement thereof in the discretion of the Proxy holder(s).
Please sign on reverse side.
00250.0200 #386703