As filed with the Securities and Exchange Commission on September 25, 2007
Securities Act File No. 333-137564
Investment Company Act File No. 811-07732
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. [__]
Post-Effective Amendment No. 1
(Check appropriate box or boxes)
AllianceBernstein Global High Income Fund, Inc.
(Exact Name of Registrant as Specified in Charter)
(800) 221-5672
(Area Code and Telephone Number)
1345 Avenue of the Americas, New York, New York 10105
(Address of Principal Executive Office) (Zip Code)
EMILIE D. WRAPP
AllianceBernstein L.P.
1345 Avenue of the Americas
New York, New York 10105
(Name and Address of Agent for Service)
Copies of communications
to: Kathleen K. Clarke
Seward & Kissel LLP
1200 G Street, N.W.
Washington, D.C. 20005
EXPLANATORY NOTE
The Joint Proxy Statement/Prospectus and the Statement of Additional
Information in the form filed on October 27, 2006 pursuant to Rule 497 of the
General Rules and Regulations under the Securities Act of 1933, as amended, are
incorporated herein by reference.
This amendment is being filed for the sole purpose of filing, as Exhibit 12
to this Registration Statement, the tax opinion of Seward & Kissel LLP, tax
counsel for the Registrant.
PART C
OTHER INFORMATION
Item 15 Indemnification
It is the Registrant's policy to indemnify its directors and officers, employees
and other agents to the maximum extent permitted by Section 2-418 of the General
Corporation Law of the State of Maryland and as set forth in Article EIGHTH of
Registrant's Articles of Incorporation, filed as Exhibit (1) in response to Item
16, Article VIII, Section 7 and Article IX of the Registrant's Amended and
Restated Bylaws filed as Exhibit (2) in response to Item 16, Section 4 of the
Registrant's Amended Advisory Agreement filed as Exhibit (6) in response to Item
16, the Administrator's liability for any loss suffered by the Registrant or its
stockholders as set forth in Section 5 of the Amended Administration Agreement
filed as (13)(b) in response to Item 16, all as set forth below.
Section 2-418 of the Maryland General Corporation Law reads as follows:
"ss.2-418. Indemnification of directors, officers, employees, and agents.
(a) Definitions. -- In this section the following words have the meanings
indicated.
(1) "Director" means any person who is or was a director of a
corporation and any person who, while a director of a corporation, is
or was serving at the request of the corporation as a director,
officer, partner, trustee, employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust, other
enterprise, or employee benefit plan.
(2) "Corporation" includes any domestic or foreign predecessor entity
of a corporation in a merger, consolidation, or other transaction in
which the predecessor's existence ceased upon consummation of the
transaction.
(3) "Expenses" include attorney's fees.
(4) "Official capacity" means the following:
(i) When used with respect to a director, the office of director
in the corporation; and
(ii) When used with respect to a person other than a director as
contemplated in subsection (j), the elective or appointive office
in the corporation held by the officer, or the employment or
agency relationship undertaken by the employee or agent in behalf
of the corporation.
(iii) "Official capacity" does not include service for any other
foreign or domestic corporation or any partnership, joint
venture, trust, other enterprise, or employee benefit plan.
(5) "Party" includes a person who was, is, or is threatened to be made
a named defendant or respondent in a proceeding.
(6) "Proceeding" means any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative, or
investigative.
(b) Permitted indemnification of director. --
(1) A corporation may indemnify any director made a party to any
proceeding by reason of service in that capacity unless it is
established that:
(i) The act or omission of the director was material to the
matter giving rise to the proceeding; and
1. Was committed in bad faith; or
2. Was the result of active and deliberate dishonesty; or
(ii) The director actually received an improper personal benefit in
money, property, or services; or
(iii) In the case of any criminal proceeding, the director had
reasonable cause to believe that the act or omission was unlawful.
(2) (i) Indemnification may be against judgments, penalties, fines,
settlements, and reasonable expenses actually incurred by the director
in connection with the proceeding.
(ii) However, if the proceeding was one by or in the right of the
corporation, indemnification may not be made in respect of any
proceeding in which the director shall have been adjudged to be
liable to the corporation.
(3) (i) The termination of any proceeding by judgment, order, or
settlement does not create a presumption that the director did not
meet the requisite standard of conduct set forth in this subsection.
(ii) The termination of any proceeding by conviction, or a plea
of nolo contendere or its equivalent, or an entry of an order of
probation prior to judgment, creates a rebuttable presumption
that the director did not meet that standard of conduct.
(4) A corporation may not indemnify a director or advance expenses
under this section for a proceeding brought by that director against
the corporation, except:
(i) For a proceeding brought to enforce indemnification under
this section; or
(ii) If the charter or bylaws of the corporation, a resolution of
the board of directors of the corporation, or an agreement
approved by the board of directors of the corporation to which
the corporation is a party expressly provide otherwise.
(c) No indemnification of director liable for improper personal benefit. --
A director may not be indemnified under subsection (b) of this section in
respect of any proceeding charging improper personal benefit to the
director, whether or not involving action in the director's official
capacity, in which the director was adjudged to be liable on the basis that
personal benefit was improperly received.
(d) Unless limited by the charter:
(1) A director who has been successful, on the merits or otherwise, in
the defense of any proceeding referred to in subsection (b) of this
section shall be indemnified against reasonable expenses incurred by
the director in connection with the proceeding.
(2) A court of appropriate jurisdiction, upon application of a
director and such notice as the court shall require, may order
indemnification in the following circumstances:
(i) If it determines a director is entitled to reimbursement
under paragraph (1) of this subsection, the court shall order
indemnification, in which case the director shall be entitled to
recover the expenses of securing such reimbursement; or
(ii) If it determines that the director is fairly and reasonably
entitled to indemnification in view of all the relevant
circumstances, whether or not the director has met the standards
of conduct set forth in subsection (b) of this section or has
been adjudged liable under the circumstances described in
subsection (c) of this section, the court may order such
indemnification as the court shall deem proper. However,
indemnification with respect to any proceeding by or in the right
of the corporation or in which liability shall have been adjudged
in the circumstances described in subsection (c) shall be limited
to expenses.
(3) A court of appropriate jurisdiction may be the same court in which
the proceeding involving the director's liability took place.
(e) Determination that indemnification is proper. --
(1) Indemnification under subsection (b) of this section may not be
made by the corporation unless authorized for a specific proceeding
after a determination has been made that indemnification of the
director is permissible in the circumstances because the director has
met the standard of conduct set forth in subsection (b) of this
section.
(2) Such determination shall be made:
(i) By the board of directors by a majority vote of a quorum
consisting of directors not, at the time, parties to the
proceeding, or, if such a quorum cannot be obtained, then by a
majority vote of a committee of the board consisting solely of
two or more directors not, at the time, parties to such
proceeding and who were duly designated to act in the matter by a
majority vote of the full board in which the designated directors
who are parties may participate;
(ii) By special legal counsel selected by the board of directors
or a committee of the board by vote as set forth in subparagraph
(i) of this paragraph, or, if the requisite quorum of the full
board cannot be obtained therefor and the committee cannot be
established, by a majority vote of the full board in which
directors who are parties may participate; or
(iii) By the stockholders.
(3) Authorization of indemnification and determination as to
reasonableness of expenses shall be made in the same manner as the
determination that indemnification is permissible. However, if the
determination that indemnification is permissible is made by special
legal counsel, authorization of indemnification and determination as
to reasonableness of expenses shall be made in the manner specified in
subparagraph (ii) of paragraph (2) of this subsection for selection of
such counsel.
(4) Shares held by directors who are parties to the proceeding may not
be voted on the subject matter under this subsection.
(f) Payment of expenses in advance of final disposition of action. --
(1) Reasonable expenses incurred by a director who is a party to a
proceeding may be paid or reimbursed by the corporation in advance of
the final disposition of the proceeding upon receipt by the
corporation of:
(i) A written affirmation by the director of the director's good
faith belief that the standard of conduct necessary for
indemnification by the corporation as authorized in this section
has been met; and
(ii) A written undertaking by or on behalf of the director to
repay the amount if it shall ultimately be determined that the
standard of conduct has not been met.
(2) The undertaking required by subparagraph (ii) of paragraph (1) of
this subsection shall be an unlimited general obligation of the
director but need not be secured and may be accepted without reference
to financial ability to make the repayment.
(3) Payments under this subsection shall be made as provided by the
charter, bylaws, or contract or as specified in subsection (e) of this
section.
(g) Validity of indemnification provision. -- The indemnification and
advancement of expenses provided or authorized by this section may not be
deemed exclusive of any other rights, by indemnification or otherwise, to
which a director may be entitled under the charter, the bylaws, a
resolution of stockholders or directors, an agreement or otherwise, both as
to action in an official capacity and as to action in another capacity
while holding such office.
(h) Reimbursement of director's expenses incurred while appearing as
witness. -- This section does not limit the corporation's power to pay or
reimburse expenses incurred by a director in connection with an appearance
as a witness in a proceeding at a time when the director has not been made
a named defendant or respondent in the proceeding.
(i) Director's service to employee benefit plan. -- For purposes of this
section:
(1) The corporation shall be deemed to have requested a director to
serve an employee benefit plan where the performance of the director's
duties to the corporation also imposes duties on, or otherwise
involves services by, the director to the plan or participants or
beneficiaries of the plan;
(2) Excise taxes assessed on a director with respect to an employee
benefit plan pursuant to applicable law shall be deemed fines; and
(3) Action taken or omitted by the director with respect to an
employee benefit plan in the performance of the director's duties for
a purpose reasonably believed by the director to be in the interest of
the participants and beneficiaries of the plan shall be deemed to be
for a purpose which is not opposed to the best interests of the
corporation.
(j) Officer, employee or agent. -- Unless limited by the charter:
(1) An officer of the corporation shall be indemnified as and to the
extent provided in subsection (d) of this section for a director and
shall be entitled, to the same extent as a director, to seek
indemnification pursuant to the provisions of subsection (d);
(2) A corporation may indemnify and advance expenses to an officer,
employee, or agent of the corporation to the same extent that it may
indemnify directors under this section; and
(3) A corporation, in addition, may indemnify and advance expenses to
an officer, employee, or agent who is not a director to such further
extent, consistent with law, as may be provided by its charter,
bylaws, general or specific action of its board of directors, or
contract.
(k) Insurance or similar protection. --
(1) A corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee, or agent of the
corporation, or who, while a director, officer, employee, or agent of
the corporation, is or was serving at the request of the corporation
as a director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint venture,
trust, other enterprise, or employee benefit plan against any
liability asserted against and incurred by such person in any such
capacity or arising out of such person's position, whether or not the
corporation would have the power to indemnify against liability under
the provisions of this section.
(2) A corporation may provide similar protection, including a trust
fund, letter of credit, or surety bond, not inconsistent with this
section.
(3) The insurance or similar protection may be provided by a
subsidiary or an affiliate of the corporation.
(l) Report of indemnification to stockholders. -- Any indemnification of,
or advance of expenses to, a director in accordance with this section, if
arising out of a proceeding by or in the right of the corporation, shall be
reported in writing to the stockholders with the notice of the next
stockholders' meeting or prior to the meeting.
Article EIGHTH of the Registrant's Articles of Incorporation reads as follows:
EIGHTH: (1) To the Fullest extent that limitations on the liability of
directors and officers are permitted by the Maryland Corporations and
Associations Law, no director or officer of the Corporation shall have
any liability to the Corporation or its shareholders for damages. This
limitation on liability applies to events occurring at the time a
person serves as a director or officer of the Corporation whether or
not such person is a director or officer at the time of any proceeding
in which liability is asserted.
(2) The Corporation shall indemnify and advance expenses to its
currently acting and its former directors to the fullest extent that
indemnification of directors is permitted by the Maryland Corporations
and Associations Law. The Corporation shall indemnify and advance
expenses to its officers to the same extent as its directors and to
such further extent as is consistent with law. The Board of Directors
may by Bylaw, resolution or agreement make further provisions for
indemnification of directors, officers, employees and agents to the
fullest extent permitted by the Maryland Corporations and Associations
Law.
(3) No provision of this Article EIGHTH shall be effective to protect
or purport to protect any director or officer of the Corporation
against any liability to the Corporation or its security holders to
which he would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties
involved in the conduct to his office.
(4) References to the Maryland Corporations and Associations Law in
this Article EIGHTH are to that law as from time to time amended. No
amendment to these Articles of incorporation of the Corporation shall
affect any right of any person under this Article EIGHTH based on any
event, omission or proceeding prior to the amendment.
Article VIII, Section 7 of Registrant's Amended and Restated Bylaws reads as
follows:
Section 7. Insurance Against Certain Liabilities. The Corporation may obtain
liability insurance for its directors and officers to the extent permitted by
the 1940 Act.
Article IX of the Registrant's Amended and Restated Bylaws reads as follows:
Indemnification. To the maximum extent permitted by Maryland law in effect from
time to time, the Corporation shall indemnify and, without requiring a
preliminary determination of the ultimate entitlement to indemnification, shall
pay or reimburse reasonable expenses in advance of final disposition of a
proceeding to (a) any individual who is a present or former director or officer
of the Corporation and who is made or threatened to be made a party to the
proceeding by reason of his or her service in any such capacity or (b) any
individual who, while a director or officer of the Corporation and at the
request of the Corporation, serves or has served as a director, officer, partner
or trustee of another corporation, real estate investment trust, partnership,
joint venture, trust, employee benefit plan or other enterprise and who is made
or threatened to be made a party to the proceeding by reason of his or her
service in any such capacity. The Corporation may, with the approval of its
Board of Directors or any duly authorized committee thereof, provide such
indemnification and advance for expenses to a person who served a predecessor of
the Corporation in any of the capacities described in (a) or (b) above and to
any employee or agent of the Corporation or a predecessor of the Corporation.
The termination of any claim, action, suit or other proceeding involving any
person, by judgment, settlement (whether with or without court approval) or
conviction or upon a plea of guilty or nolo contendere, or its equivalent, shall
not create a presumption that such person did not meet the standards of conduct
required for indemnification or payment of expenses to be required or permitted
under Maryland law, these Bylaws or the Charter. Any indemnification or advance
of expenses made pursuant to this Article shall be subject to applicable
requirements of the 1940 Act. The indemnification and payment of expenses
provided in these Bylaws shall not be deemed exclusive of or limit in any way
other rights to which any person seeking indemnification or payment of expenses
may be or may become entitled under any bylaw, regulation, insurance, agreement
or otherwise. Neither the amendment nor repeal of this Article, nor the adoption
or amendment of any other provision of the Bylaws or Charter inconsistent with
this Article, shall apply to or affect in any respect the applicability of the
preceding paragraph with respect to any act or failure to act which occurred
prior to such amendment, repeal or adoption.
The Adviser and its employees are also indemnified by the Registrant under.
Section 4 of the Amended Advisory Agreement:
4. We shall expect of you, and you will give us the benefit of, your best
judgment and efforts in rendering these services to us, and we agree as an
inducement to your undertaking these services that you shall not be liable
hereunder for any mistake of judgment or in any event whatsoever, except for
lack of good faith, provided that nothing herein shall be deemed to protect, or
purport to protect, you against any liability to us or to our security holders
to which you would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of your duties hereunder, or by
reason of your reckless disregard of your obligations and duties hereunder.
Section 5 of the Amended Administration Agreement reads as follows:
Limitation of Liability of the Administrator. The Fund shall expect of the
Administrator, and the Administrator will give the Fund the benefit of, the
Administrator's best judgment and efforts in rendering these services to the
Fund, and the Fund agrees as an inducement to the Administrator's undertaking
these services that the Administrator shall not be liable under this Agreement
for any mistake of judgment or in any event whatsoever, except for lack of good
faith, provided that nothing herein shall be deemed to protect, or purport to
protect, the Administrator against any liability to the Fund or to the Fund's
security holders to which the Administrator would otherwise be subject by reason
of willful misfeasance, bad faith or gross negligence in the performance of the
Administrator's duties under this Agreement, or by reason of the Administrator's
reckless disregard of the Administrator's obligations and duties under this
Agreement.
Item 16 Exhibits
(1)(a) Articles of Incorporation of the Registrant dated May 19, 1993 (1)
(1)(b) Articles of Amendment to the Articles of Incorporation dated
June 9, 1993 (1)
(1)(c) Articles of Amendment to the Articles of Incorporation dated
June 11, 2002 (2)
(1)(d) Articles Supplementary to Articles of Incorporation dated
June 16, 2006 (2)
(2) Amended and Restated Bylaws (3)
(3) Not applicable
(4) Form of Agreement and Plan of Acquisition and Liquidation(4)
(5) Not applicable
(6)(a) Advisory Agreement between the Registrant and AllianceBernstein L.P.
(formerly Alliance Capital Management L.P.) (1)
(6)(b) Amended Advisory Agreement between the Registrant and
AllianceBernstein L.P. (formerly Alliance Capital
Management L.P.) (3)
(7) Not applicable
(8) Not applicable
(9) Custody Agreement between the Registrant and The Bank of New York (5)
(10) Not applicable
(11) Opinion of Seward & Kissel LLP as to the legality of the securities
being registered (2)
(12) Opinion of Seward & Kissel LLP as to tax consequences (6)
(13)(a) Administration Agreement between the Registrant and AllianceBernstein
L.P. (formerly Alliance Capital Management L.P.) (1)
(13)(b) Amended Administration Agreement between the Registrant and
AllianceBernstein L.P. (formerly Alliance Capital Management L.P.) (3)
(13)(c) Registrar, Transfer Agency and Service Agreement between the
Registrant and Computershare Trust Company, N.A. (7)
(13)(d) Shareholder Inquiry Agency Agreement with AllianceBernstein Investor
Services, Inc.,(formerly, Alliance Global Investor Services, Inc.) (8)
(13)(e) Dividend Reinvestment and Cash Purchase Plan (1)
(14) Consent of Ernst & Young LLP, independent registered public
accounting firm for Alliance World Dollar Government Fund, Inc. and
the Registrant (2)
(15) Not applicable
(16) Powers of Attorney (2)
----------
1. Incorporated by reference from Registrant's Registration Statement on Form
N-2 (File Nos. 333-71130 and 811-6730) filed with the Securities and Exchange
Commission on October 9, 2001.
2. Incorporated by reference from Registrant's Registration Statement on Form
N-14 (File Nos. 333-137564 and 811-07732) filed on September 22, 2006.
3. Incorporated by reference from Registrant's Semi-Annual Report filed on Form
NSAR-B (File No. 811-07732) filed with the Securities and Exchange Commission on
June 1, 2006.
4. Incorporated by reference from Appendix E to Part A of Registrant's
Registration Statement on Form N-14 (File Nos. 333-137564 and 811-07732) filed
on September 22, 2006.
5. Incorporated by reference to Exhibit (2)(j) to Pre-Effective Amendment No. 1
of the Registration Statement on Form N-2 of Alliance All Market Advantage Fund,
Inc. (File Nos. 333-77839 and 811-08702), filed with the Securities and Exchange
Commission on June 21, 1999.
6. Filed herewith.
7. Incorporated by reference to Exhibit (2)(j) to Pre-Effective Amendment No. 2
of the Registration Statement on Form N-2 of Alliance National Municipal Income
Fund, Inc. (File Nos. 333-73130 and 811-10573), filed with the Securities and
Exchange Commission on January 25, 2002.
8. Incorporated by reference to Exhibit (13)(b) to the Registration Statement on
Form N-14 of ACM Income fund, Inc. (File Nos. 333-43514 and 811-5207) filed on
August 11, 2000.
Item 17. Undertakings.
(1) The undersigned Registrant agrees that prior to any public reoffering of the
securities registered through the use of a prospectus which is a part of this
Registration Statement by any person or party who is deemed to be an underwriter
within the meaning of Rule 145(c) under the Securities Act of 1933 (17 CFR
230.145c), the reoffering prospectus will contain the information called for by
the applicable registration form for reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items of
the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is filed under
paragraph (1) above will be filed as a part of an amendment to the Registration
Statement and will not be used until the amendment is effective, and that, in
determining any liability under the 1933 Act, each post-effective amendment
shall be deemed to be a new registration statement for the securities offered
therein, and the offering of the securities at that time shall be deemed to be
the initial bona fide offering of them.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment to the Registration Statement on Form
N-14 to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of New York, on the 25th day of September, 2007.
ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC.
By: Marc O. Mayer*
----------------
Marc O. Mayer
President
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
1. Principal Executive Officer:
Marc O. Mayer* President and Chief September 25, 2007
Executive Officer
2. Principal Financial and
Accounting Officer:
/s/ Joseph J. Mantineo Treasurer and September 25, 2007
---------------------- Chief Financial
Joseph J. Mantineo Officer
3. Majority of Directors
David H. Dievler*
John H. Dobkin*
Michael J. Downey*
William H. Foulk, Jr.*
D. James Guzy*
Nancy P. Jacklin*
Marc O. Mayer*
Marshall C. Turner, Jr.*
*By: /s/ Andrew L. Gangolf September 25, 2007
---------------------
Andrew L. Gangolf
(Attorney-in-fact)
Index to Exhibits
Exhibit No. Description of Exhibits
(12) Tax Opinion of Seward & Kissel LLP
SK 00250 0209 812628