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:
/ X / 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 Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
ACM Government Opportunity Fund, Inc.
- ----------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- ----------------------------------------------------------------
(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 Rule 14a-
6(i)(1) and 0-11.
(1) Title of each class of securities to which
transaction applies:
- ----------------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
- ----------------------------------------------------------------
(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):
- ----------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- ----------------------------------------------------------------
(5) Total fee paid:
- ----------------------------------------------------------------
/ / 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
2
ACM GOVERNMENT OPPORTUNITY FUND, INC.
1345 Avenue of the Americas
New York, New York 10105
Toll Free (800) 221-5672
February 18, 2000
To the Stockholders of ACM Government Opportunity Fund, Inc. (the "Fund"):
The accompanying Notice of Meeting and Proxy Statement present proposals to
be considered at the Fund's Annual Meeting of Stockholders on March 28, 2000.
The Board of Directors recommends that you vote FOR the election to the Board
of the three current Directors who are standing for re-election (Proposal 1),
vote FOR the ratification of the Board's selection of Ernst & Young LLP as the
Fund's independent auditors for its 2000 fiscal year (Proposal 2), and vote
AGAINST the proposal pursuant to the Fund's charter to convert the Fund to an
open-end fund (Proposal 3).
We welcome your attendance at the Annual 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. Shareholder Communications
Corporation ("SCC"), 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 SCC reminding you to exercise your right to vote. If you have any
questions regarding the Meeting agenda or how to give your proxy, please call
SCC at 1-800-605-7452.
Sincerely yours,
John D. Carifa
Chairman and President
[LOGO OF ALLIANCE CAPITAL]
ACM INCOME FUND, INC.
ACM GOVERNMENT OPPORTUNITY FUND, INC.
ACM MANAGED INCOME FUND, INC.
ACM MUNICIPAL SECURITIES INCOME FUND, INC.
ACM MANAGED DOLLAR INCOME FUND, INC.
ALLIANCE WORLD DOLLAR GOVERNMENT FUND, INC.
ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC.
ALLIANCE ALL-MARKET ADVANTAGE FUND, INC.
- ------------------------------------------------------------------------------------------------------------------------------------------------
1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
- ------------------------------------------------------------------------------------------------------------------------------------------------
NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS
March 28, 200020, 2002
To the Stockholders of ACM Income Fund, Inc. ("ACM I"), ACM
Government Opportunity Fund, Inc. ("ACM IV"), ACM Managed Income
Fund, Inc. ("ACM V"), ACM Municipal Securities Income Fund, Inc.
("ACM VII"), ACM Managed Dollar Income Fund, Inc. ("ACM VIII"),
Alliance World Dollar Government Fund, Inc. ("AWDGF"), Alliance
World Dollar Government Fund II, Inc. ("AWDGF II") and Alliance
All-Market Advantage Fund, Inc. ("AMA"):
Notice is hereby given that thea Joint Annual Meeting of
Stockholders (the "Meeting") of ACM Government Opportunity Fund, Inc. (theI, ACM IV, ACM V, ACM VII,
ACM VIII, AWDGF, AWDGF II and AMA (individually, a "Fund" and
collectively, the "Funds") will be held at the offices of the
Fund,Funds, 1345 Avenue of the Americas, 33rd Floor, New York, New
York 10105, on Tuesday, March 28, 200020, 2002 at 11:00 a.m., for the following
purposes, all of which are more fully described in the
accompanying Proxy Statement dated February 18, 2000:
1.To2002:
1. To elect three Directors of theeach Fund, each such
Director to hold office for a term of three years and until his
or her successor is duly elected and qualifies;
2.To ratify2. To approve an amendment to each Fund's charter to
authorize the selectionBoard of Ernst & Young LLP as independent auditorsDirectors from time to time to amend the
charter to increase or decrease the number of authorized shares
of stock of any class or series without further action by the
Fund for its fiscal year ending July 31, 2000;stockholders; and
3.To vote on a proposal pursuant to the Fund's Charter to convert the
Fund to an open-end investment company; and
4.To3. To transact such other business as may properly come
before the Meeting.
The Board of Directors of each Fund has fixed the close of
business on December 31, 199928, 2001 as the record date for the
determination of stockholders entitled to notice of, and to vote
at, the Meeting or any postponement or adjournment thereof. The
enclosed proxy is being solicited on behalf of the Board of
Directors.Directors of each Fund.
By Order of the BoardBoards of Directors,
Edmund P. Bergan, Jr.
Secretary
New York, New York
February 18, 20002002
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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.
Your vote is very important no matter how many shares you own.
Please mark and mail your proxy promptly in order to save the
FundFunds 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
ACM INCOME FUND, INC.
ACM GOVERNMENT OPPORTUNITY FUND, INC.
ACM MANAGED INCOME FUND, INC.
ACM MUNICIPAL SECURITIES INCOME FUND, INC.
ACM MANAGED DOLLAR INCOME FUND, INC.
ALLIANCE WORLD DOLLAR GOVERNMENT FUND, INC.
ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC.
ALLIANCE ALL-MARKET ADVANTAGE FUND, INC.
1345 Avenue of the Americas
New York, New York 10105
---------------------------------------
JOINT ANNUAL MEETING OF STOCKHOLDERS
MARCH 28, 2000
----------------March 20, 2002
-----------------------
INTRODUCTION
This Proxy Statement is furnished in connection with the
solicitation of proxies on behalf of the Boardrespective Boards of
Directors of ACM Income Fund, Inc. ("ACM I"), ACM Government
Opportunity Fund, Inc. ("ACM IV"), ACM Managed Income Fund, Inc.
("ACM V"), ACM Municipal Securities Income Fund, Inc. ("ACM
VII"), ACM Managed Dollar Income Fund, Inc. ("ACM VIII"),
Alliance World Dollar Government Fund, Inc. ("AWDGF"), Alliance
World Dollar Government Fund II, Inc. ("AWDGF II") and Alliance
All-Market Advantage Fund, Inc. ("AMA"), each of which is a
Maryland corporation (the(individually, a "Fund" and collectively,
the "Funds"), to be voted at thea Joint Annual Meeting of
Stockholders of the FundFunds (the "Meeting"), to be held at the
offices of the Fund,Funds, 1345 Avenue of the Americas, 33rd Floor,
New York, New York 10105, on Tuesday, March 28, 200020, 2002 at 11:00 a.m. The
solicitation will be by mail and the cost for each Fund will be
borne by thethat Fund. The Notice of Meeting, the Proxy Statement and the accompanying
Proxy Card are being mailed to stockholders on or about
February 18, 2000.2002.
The Board of Directors hasof the Funds have fixed the close of
business on December 31, 199928, 2001 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
outstanding voting shares of the FundFunds as of December 31, 199928, 2001
consisted of 13,071,872224,216,861 shares of common stock of ACM I,
12,555,056 shares of common stock of ACM IV, 24,195,856 shares of
common stock and 950 shares of Remarketed Preferred Stock, Series
A of ACM V, 10,929,793 shares of common stock and 1,200 shares of
each of Municipal Income Preferred Shares, Series A, Series B and
Series C of ACM VII, 22,201,898 shares of common stock of ACM
VIII, 8,777,373 shares of common stock of AWDGF, 77,850,368
shares of common stock of AWDGF II and 3,621,980 shares of common
stock of AMA, each share being entitled to one vote.
At the Meeting, the holders of the preferred stock of ACM V
and the holders of each series of preferred stock of ACM VII will
have equal voting rights with the holders of the common stock of
ACM V and ACM VII (i.e., one vote per share), respectively, and,
except as discussed below, will vote together with the holders of
ACM V and ACM VII common stock, respectively, as a single class
on all proposals to be brought before the Meeting applicable to
their respective Funds. The holders of the preferred stock of
these Funds, voting separately as a class, have the right to
elect two Directors of their Fund. The holders of the common
stock of these Funds do not have the right to vote with respect
to the election of those two Directors. In the case of both ACM
V and ACM VII, these Directors are Ms. Ruth Block and Dr. James
M. Hester. Dr. Hester is standing for re-election at the Meeting,
as his current term expires as of then. Ms. Block is not
standing for re-election at the Meeting, as her term does not
expire until 2003.
All properly executed and timely received proxies will be
voted at the Meeting in accordance with the instructions marked
thereon or otherwise provided therein. Accordingly, unless
instructions to the contrary are marked, (i) proxies from the
holders of the common stock of ACM V and ACM VII will be voted
for two Directors and (ii) all other proxies, including those
from the holders of the preferred stock of ACM V and ACM VII will
be voted for the election of three Directors (Proposal One), for
the ratification of the selection of Ernst & Young LLP as the Fund's
independent auditors for the fiscal year ending July 31, 2000 (Proposal Two),
and against the proposal submitted for consideration pursuant to the Fund's
Charter to convert the Fund to an open-end investment company (Proposal
Three).Directors. Any stockholder
may revoke that stockholder's proxy at any time prior to exercise
thereof by giving written notice to the Secretary of the FundFunds at
1345 Avenue of the Americas, New York, New York 10105, by signing
another proxy of a later date or by personally voting in person at the
Meeting.
Properly executed proxies may be returned with instructions
to abstain from voting or to withhold authority to vote an ("abstention"(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 the
discretionary power to vote). The shares represented by such a
proxy with respect to matters to be
determined by a plurality or majority of the votes cast on such matters (i.e.,
Proposals One and Two) will be considered present for purposes of determining the
existence of a quorum for the transaction of business but, not
being cast, will have no effect on the outcome of matters to be
determined by a plurality or majority of the votes cast on such
matters.2
matters (e.g. Proposal One). With respect to Proposal Three,Two, the
adoption of which requires the affirmative vote of a specified
proportion of the outstanding shares of a Fund, shares, 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
matter. If any proposal, other than Proposals One Two and Three,Two,
properly comes before the Meeting, shares represented by the
proxies will be voted on all such proposals in the discretion of
the person, or persons, voting the proxies.
1
The Meeting is scheduled as a joint meeting of the
stockholders of the Funds because the stockholders of all the
Funds are to consider and vote on similar matters. Stockholders
of each Fund will vote separately on each proposal set forth
herein and on any other matters that may arise for that Fund, and
an unfavorable vote on a proposal by the stockholders of one Fund
will not affect the implementation of the proposal by any other
Fund if such proposal is approved by the stockholders of the
other Fund.
A quorum for theeach Fund for the Meeting will consist of the
presence in person or by proxy of the holders of a majority of
the total outstanding shares entitled to vote atof common stock, and preferred
stock, if any, of the Meeting.particular Fund, except that a quorum for
the election of Dr. Hester as a Director of ACM V and ACM VII
will consist of the presence in person or by proxy of the holders
of a majority of the outstanding shares of preferred stock of the
respective Funds. In the event that a quorum is not present at
the Meeting for a Fund or, even if a quorum is so present, in the
event that sufficient votes in favor of the positionpositions recommended
by the Board of Directors on any proposal described in the Proxy
Statement with respect to a Fund are not timely received, the
persons named as proxies may propose and vote for one or more
adjournments of the Meeting with respect to that Fund, with no
other notice than announcement at the Meeting, in order to permit
further solicitation of proxies. The Meeting may be adjourned
with respect to fewer than all of the proposals in the Proxy
Statement, and a stockholder vote may be taken on any one 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 the
Board of Directors on a proposal, including, as to Proposal Two,
abstentions and broker non-votes will be voted against
adjournment as to that proposal.
TheEach Fund has engaged Georgeson Shareholder Communications,
Corporation,Inc., 17 State Street, New York, New York 10004, to assist the Fund in
soliciting proxies for the Meeting. Georgeson Shareholder
Communications, CorporationInc. will receive a total fee of $20,000$37,000 for its
solicitation services, to be paid by the Funds as follows: ACM I-- $7,500, ACM
IV--$3,500, ACM V--$4,000, ACM VII--3,500 $, ACM VIII--$4,000,
3
AWDGF--$3,500, AWDGF II--$7,500, and AMA--$3,500, plus
reimbursement of out-of-pocket expenses.
PROPOSAL ONE
ELECTION OF DIRECTORS
At the Meeting, three Directors of each Fund will be elected
to serve for terms of three years, and, in each case, until their successors arehis
successor is elected and qualify.qualifies. The affirmative vote of a
plurality of the votes cast atby the Meetingstockholders of a Fund is
required to elect a Director.Director, except that the affirmative vote of
a plurality of the votes cast by the holders of the preferred
stock of ACM V and ACM VII is required to elect Dr. Hester as a
Director of those Funds. It is the intention of the persons named
in the enclosed proxy to nominate and vote in favor of the
election of the personsthree individuals in Class Three
listedTwo, as described below.
Pursuant to the CharterFunds' respective Charters and By-Laws, of the Fund, the
Board of Directors of each Fund has been divided into three
classes. TheWith respect to all of the Funds, the terms of the
members in Class Two will expire as of the Meeting, the terms of
the members in Class Three will expire as of the Meeting,annual meeting
of stockholders to be held in 2003 and the terms of the members
in Class One will expire as of the annual meeting of stockholders
for the year 2001, and the term of
office of the membersto be held in Class Two will expire as of the annual meeting of
stockholders for the year 2002.2004. Upon expiration of the terms of the members
of a class as set forth above, the terms of their successors in
that class will continue until the third annual meetingrespective stated expirations
of stockholders following their electionterms and until their successors are duly elected and
qualify. John H.
Dobkin, Clifford L. Michel and Donald J. Robinson are currently the members
constituting Class One; David H. Dievler, William H. Foulk, Jr. and Dr. James
M. Hester are currently the members constituting Class Two; and John D.
Carifa, Ruth Block and Robert C. White are currently the members constituting
Class Three.
Under this classified Board structure, only those Directors
in a single class may be replaced in any one year. It would
require two years to change a majority of the Board of Directors
of a Fund, although Maryland law provides that stockholders may
remove Directors under certain circumstances even if they are not
then standing for re-election and, under regulations of the
Securities and Exchange Commission (the "Commission"),
appropriate stockholder proposals may be included in the Fund'sFunds'
annual proxy statement.statements. This classified Board structure, which
may be regarded as an "anti-takeover" provision, may make it more
difficult for thea Fund's stockholders to change the majority of
Directors of the Fund and, thus, have the effect of maintaining
the continuity of management.
At the Meeting, three Directors in Class ThreeTwo of each of the
Fund, Mr. John D.
Carifa, Ms. Ruth Block and Mr. Robert C. White,Funds are standing for re-election. Mr. William H. Foulk, Jr.
and Dr. James M. Hester are standing for re-election for each of
the Funds, Mr. David H. Dievler is standing for re-election for
ACM I, ACM IV, ACM V and ACM VII and Mr. John H. Dobkin is
standing for re-election for ACM VIII, AWDGF, AWDGF II and AMA.
4
Each nominee has consented to serve as a Director. The BoardBoards of
Directors knowsknow of no reason why any of these nominees will be
unable to serve, but in the event any nominee is unable to serve or for good cause will not serve,of such inability, the proxies
received indicating a vote in favor of such nominee will be voted for such substitute nomineenominees as the BoardBoards
of Directors may recommend.
2
Certain information concerning the Fund's Directors, including the nominees
for election asFunds' Directors is set
forth below. OnlyWith respect to each Fund, only the Class ThreeTwo
Directors are standing for election as Directors.re-election.
Name, positions and Number of
shares
offices with theYear Portfolios
Term in Fund
as a Principal complex
Director Years of the Fund
age, principal beneficially
occupations during Year first Year term owned directly or
the past five years becameOccuption(s) Overseen Other Director-
Will Service as During Past by ships Held
Name, Address and Age Expire a as Director indirectly as of
and other directorships5 Years Director will expire December 31, 1999
-----------------------by Director
- --------------------- -------- ---------- ----------- ------------------------------ ---------- ---------------
INTERESTED DIRECTOR**
* John D. Carifa,
New York, NY 10105 Class Three (2003) ACM I: 15 President, Chief 113 None
Operating Officer
Chairman of the 1988 2003++ 0
Board 54. President, Chief (Class Three)
Operating Officerof ACM IV, V: 14 and a Director of
each of the Funds Alliance Capital
AWDGF: 10 Management
Corporation, the
ACM VIII, AWDGF II: general partner of
9 the Adviser
("ACMC"), with which
ACM VII, AMA: 8 he has been
associated with since
prior to 1995.
**+1997.
DISINTERESTED DIRECTORS
Ruth Block, Director, 69.***+, 71 Class Three (2003) ACM I: 15 Formerly 1988 2003++ 0
an 88 Ecolab Inc.
P.O. Box 4623, Executive Vice (specialty
Stamford, CT 06903 ACM IV, V: 14 President and (Class Three)
Chief chemicals);
Insurance Officer of
AWDGF: 10 The Equitable Life Assurance Society of
the United States. She is a Director
of Ecolab Incorporated (specialty
chemicals) andEquitable; BP Amoco Corporation
Chairman and Chief (oil and gas).
**+ACM VIII, AWDGF II: Executive Officer of
9 Evlico; and a
Director of Avon,
ACM VII, AMA: 8 Tandem Financial
Group and Donaldson,
5
Lufkin & Jenrette
Securities
Corporation.
David H. Dievler, Director, 70. 1988 2002 200***+, 72 Class One (ACM VIII, ACM I: 15 Independent 94 None
P.O. Box 167, AWDGF, AWDGF II and Consultant. Formerly a (Class Two)Until
Spring Lake, NJ 07762 AMA 2004) ACM IV, V: 14 December 1994,
Senior Vice
Class Two (ACM I, AWDGF: 10 President of ACMC
until
December 1994.
**IV, V and VII responsible for
2005++) ACM VIII, AWDGF II: mutual fund
9 administration.
Prior to joining
ACM VII, AMA: 8 ACMC in 1984, Chief
Financial Officer of
Eberstadt Asset
Management since
1968. Prior to that,
Senior Manager at
Price Waterhouse &
Co., member of the
American Institute
of Certified Public
Accountants since
1953.
John H. Dobkin, Director, 58. 1998 2001 0***+, 59 Class One (ACM I, AWDGF: 15 Consultant. 91 None
P.O.Box 12, IV, V and VII 2004) Currently, President
Annadale, NY 12504 ACM VIII, AWDGF II: of the Board of Save
Class Two (ACM VIII, 14 Venice, Inc.
AWDGF, AWDGF II, AMA (preservation
2005++) AMA: 13 organization).
Formerly a Senior
ACM I, IV, V, VII: 4 Adviser (June 1999-
June 2000) and
President (December
1989-May 1999) of
Historic Hudson
Valley (Class One)
(historic
preservation) since prior
to 1995..
Previously, he was Director
of the National
Academy of Design.
**+During 1998-92,
Director and
Chairman of the
Audit Committee of
ACMC.
William H. Foulk, Jr., Director, 67. 1998 2002 521Class Two (2005++) AWDGF: 10 Investment Adviser 91 None
Jr.,***+, 69 and Independent
(Class Two)6
2 Greenwich Plaza ACM VIII, AWDGF II: Consultant. He was formerlyFormerly
Greenwich, CT 06830 8 Senior Manager of
Barrett Associates,
AMA: 7 Inc., a registered
investment adviser,
ACM I, IV, V, VII: 4 with which he had
been associated
since prior to 1995.
**+1997.
Former Deputy
Comptroller of the
State of New York
and, prior thereto,
Chief Investment
Officer of the New
York Bank for
Savings.
Dr. James M. Hester, Director, 75. 1988 2002 815***+, Class Two (2005++) ACM I: 15 President of The 8 None
77 Harry Frank
(Class Two)The Harry Frank ACM IV, V: 14 Guggenheim
Guggenheim Foundation Foundation, with
527 Madison Avenue AWDGF: 10 which he has been
New York, NY 10022-4301 associated since
ACM VIII, AWDGF II: prior to 1997.
9 Formerly President
of New York
ACM VII, AMA: 8 University and the
New York Botanical
Garden, Rector of
the United Nations
University and Vice
Chairman of the
Board of the Federal
Reserve Bank of New
York.
Clifford L. Michel,***+, Class One (2004) ACM I: 15 Senior Counsel of 91 Placer Dome, Inc.
62 the law firm of (mining).
St. Bernards Road ACM IV, V: 14 Cahill Gordon &
Gladstone, NJ 07934 Reindel, with which
AWDGF: 10 he has been
associated since
ACM VIII, AWDGF II: prior to 1994. He was formerly President of
New York University and The New York
Botanical Garden and Rector of The
United Nations University.
- --------
* "Interested person," as defined in the Investment Company Act of 1940, as
amended (the "Act"), of the Fund because of an affiliation with the Fund's
investment adviser, Alliance Capital Management L.P. (the "Adviser").
** Member of the Audit Committee.
+ Member of the Nominating Committee.
++ If re-elected at the Meeting.
3
Name, positions and Number of shares
offices with the Fund, of the Fund
age, principal beneficially
occupations during Year first Year term owned directly or
the past five years became a as Director indirectly as of
and other directorships Director will expire December 31, 1999
----------------------- ---------- ----------- -----------------
**+ Clifford L. Michel, Director, 60. 1988 2001 1,000
Member of the law firm of Cahill (Class One)
Gordon & Reindel, with which he has
been associated since prior to 1995.
He is1997.
9 President and Chief
Executive Officer
ACM VII, AMA: 8 and Director of
Wenonah Development
Company
(investments) and a Director
of Placer Dome, Inc. (mining).
**+7
Donald J. Robinson, Director, 65. 1996 2001 0***+, Class One (2004) ACM I, IV, V, VII Senior Counsel of 103 None
67 and VIII, AWDGF, the law firm of
(Class One)98 Hells Peak Road AWDGF II and AMA: 7 Orrick, Herrington &
Weston, VT 05161 Sutcliffe LLP since
January 1995. He was formerly1997.
Formerly a senior
partner and a member
of the Executive
Committee of that
firm. He was also a
member of the
Municipal Securities
Rulemaking Board and
a Trustee of the
Museum of the City
of New York from 1977-1995.York.
- -------------------------------------------------------------------------------------------------
* "Years of Service" refers to the total number of years the Director has served as a Director.
**+ Robert C. White, Director, 79. 1988 2003++ 0
Formerly Assistant Treasurer "Interested person," as defined in the Investment Company Act of Ford (Class Three)
Motor Company and, until September
30, 1994, a Vice President and1940, as amended (the "Act"), of
each Fund because of an affiliation with the Chief Financial OfficerFunds' investment adviser, Alliance Capital Management L.P.
(the "Adviser").
*** Member of the Howard Hughes Medical Institute.
- --------
* "Interested person," as defined in the Investment Company Act of 1940, as
amended (the "Act"), of the Fund because of an affiliation with the Fund's
investment adviser, Alliance Capital Management L.P. (the "Adviser").
** Member of the Audit Committee.
+ Member of the Nominating Committee.Audit Committee of each Fund.
+ Member of the Nominating Committee of each Fund.
++ If re-elected at the Meeting.
The Adviser has instituted a
It is the policy applicable toof the Boards of Directors of all registered
investment companies to which the advisorAdviser provides investment
advisory services, including the FundFunds (collectively, the
"Alliance Fund Complex"), contemplating that each Director will invest
specified minimum amounts, and (in the case of most cases)of the
Directors of the Funds) an overall total of at least $150,000, in
shares of investment companies withinin the Alliance Fund Complex.
The dollar range of the Funds' securities owned by each
Director and the aggregate dollar range of securities owned in
the Alliance Fund Complex is set forth below.
8
Aggregate Dollar
Range of Equity
Securities of the
Funds in the
Dollar Range of Equity Alliance Fund
Securities of the Funds Complex as of
as of December 31, 2001 December 31, 2001
- ------------------------------------------------------------------------------
John D. Carifa ACM I: $10,001-$50,000 over $100,000
AWDGF II: $1-$10,000
AMA: $10,001-$50,000
Ruth Block ACM I: $10,001-$50,000 over $100,000
ACM V: $10,001-$50,000
ACM VIII: $10,001-$50,000
AWDGF II: $10,001-$50,000
AMA: $10,001-$50,000
David H. Dievler ACM I: $10,001-$50,000 over $100,000
ACM IV: $1-$10,000
AWDGF II: $1-$10,000
AMA: $10,001-$50,000
John H. Dobkin AWDGF II: $1-$10,000 over $100,000
AMA: $10,001-$50,000
William H. Foulk, Jr. ACM I: $10,001-$50,000 over $100,000
ACM IV: $1-$10,000
ACM V: $1-$10,000
ACM VII: $1-$10,000
ACM VIII: $1-$10,000
AWDGF: $1-$10,000
AWDGF II: $1-$10,000
AMA: $10,001-$50,000
Dr. James M. Hester ACM I: $10,001-$50,000 over $100,000
ACM IV: $1-$10,000
ACM V: $1-$10,000
AWDGF: $1-$10,000
AMA: $10,001-$50,000
9
Clifford L. Michel ACM I: $10,001-$50,000 over $100,000
ACM IV: $1-$10,000
ACM V: $1-$10,000
ACM VII: $10,001-$50,000
ACM VIII: $1-$10,000
AWDGF: $10,001-$50,000
AWDGF II: $1-$10,000
AMA: $10,001-$50,000
Donald J. Robinson ACM V: $1-$10,000 over $100,000
ACM VIII: $10,001-$50,000
AMA: $50,001-$100,000
- -----------------------------------------------------------------------------
As of December 28, 2001, the Directors and officers of each
Fund as a group owned less than 1% of the shares of any Fund.
During each Fund's most recently completed fiscal year, the Funds
Directors as a group did not engage in the purchase or sale of
more than 1% of any class of securities of the Adviser or of any
of its parents or subsidiaries.
During its fiscal year ended July 31, 1999,in 2001, the Board of Directors
of the FundACM I met four times, the Audit Committee met twice for the purposes described below
in Proposal Two,8 times; of ACM IV, 7 times; of ACM V, 7 times; of
ACM VII, 7 times; of ACM VIII, 7 times; of AWDGF, 6 times; of
AWDGF II, 8 times; and the Nominating Committee did not meet. Both the Audit
Committee and the Nominating Committee areof AMA 7 times. Each Fund's Board of
Directors has two standing committees of the Board.Board an Audit
Committee and a Nominating Committee. The members of the Audit
and Nominating Committees are identified above in the table
listing Directors of the Funds. The Audit Committee of each Fund
meets during the fiscal year for the purposes set forth in the
Audit Committee Charter. The Audit Committees of each of the
Funds met 3 times during their Fund's most recently completed
fiscal year, except the Audit Committee of AWDGF II met 2 times
during its most recently completed fiscal year. The Nominating
Committee wasCommittees of the Funds did not meet during the Funds' respective
most recently completed fiscal years. The Nominating Committees
were constituted for the purpose of selecting and nominating persons to fill any
vacancies on the BoardBoards of Directors and doesdo not currently
consider for nomination candidates proposed by stockholders for
electionstockholders.
In accordance with the rules of the New York Stock Exchange,
the Boards of Directors have determined that the members of the
Audit Committees are independent as Directors.
4
The Fund does not paydefined in Section
303.01(B)(2)(a) and (3) of the New York Stock Exchange Listed
Company Manual.
None of the Funds pays any fees to, or reimbursereimburses expenses
of, any Director during a termtime when suchthe Director is considered an
"interested person" of the Fund, as defined in the Act. The
aggregate compensation paid by the FundFunds to
each of the Directors during
10
the Funds' respective fiscal yearyears ended July 31, 1999,in 2001, the aggregate
compensation paid to each of the Directors during calendar year 19992001 by
all of the investment companies in the Alliance Fund Complex, and
the total number of investment companies (and separate investment
portfolios within those companies) in the Alliance Fund Complex
with respect to which each of
the Directors servesserve as a director or
trustee, are set forth below. Neither the FundFunds 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
Total Number Investment Portfolios
of Investment within the
Companies in the Alliance Fund
Alliance Fund Complex, Including
Aggregate Complex, Including the Fund
Compensation Total Compensation the Fund, as to which the
from the Fund from the Alliance Fund as to which the Director is a
During its Fiscal Complex, Including Director is a Director Director
Name of Director Year Ended July 31, 1999 the Fund, During 1999 or a Trustee or a Trustee
---------------- ------------------------ ---------------------- ---------------------- ---------------------
John D. Carifa $0 $0 50 103
Ruth Block $3,444 $154,263 38 80
David H. Dievler $3,567 $210,188 45 87
John H. Dobkin $3,567 $206,488 42 84
William H. Foulk, Jr. $3,567 $246,413 45 98
Dr. James M. Hester $3,567 $164,138 39 81
Clifford L. Michel $3,567 $183,388 39 83
Donald J. Robinson $2,833 $140,813 41 92
Robert C. White $7,050 $ 85,000 10 10
Number of
Number of Investment
Investment Portfolios
Companies within the
in the Alliance
Compensa- Alliance Fund
tion from Fund Complex,
the Complex, including
Alliance including the Funds,
Fund the Funds, as to
Compensation Complex, as to which which the
from the Funds including the Director Director is
during their the Funds, is a Director a Director
Name of Director Fiscal Years during 2001 or Trustee or Trustee
- -----------------------------------------------------------------------------
John D. Carifa $-0- $-0- 49 113
Ruth Block $6,260 ACM I $186,050.00 38 88
$4,280 ACM IV
$3,893 ACM V
$1,914.25 ACM VII
$4,455 ACM VIII
$3,521 AWDGF
$3,529 AWDGF II
$3,955 AMA
David H. Dievler $7,760 ACM I $244,350.00 44 94
$4,280 ACM IV
$3,893 ACM V
$1914.25 ACM VII
$4,455 ACM VIII
$3,521 AWDGF
$3,637 AWDGF II
$3,955 AMA
11
John H. Dobkin $6,260 ACM I $210,900.00 41 91
$4,280 ACM IV
$3,893 ACM V
$1914.25 ACM VII
$4,454 ACM VIII
$3,521 AWDGF
$3,638 AWDGF II
$3,955 AMA
William H. $7,760 ACM I $249,400.00 45 91
Foulk, Jr. $4,280 ACM IV
$3,893 ACM V
$1914.25 ACM VII
$4,455 ACM VIII
$3,521 AWDGF
$3,635 AWDGF II
$3,955 AMA
Dr. James M. $9,062 ACM I $90,650.00 8 8
Hester $7,540 ACM IV
$7,403 ACM V
$4,231 ACM VII
$7,215 ACM VIII
$6,842 AWDGF
$5,012 AWDGF II
$7,215 AMA
Clifford L. Michel $6,260 ACM I $199,087.50 39 91
$4,280 ACM IV
$3,705 ACM V
$1914.25 ACM VII
$4,455 ACM VIII
$3,521 AWDGF
$3,638 AWDGF II
$3,955 AMA
Donald J. Robinson $6,260 ACM I $186,050.00 41 103
$4,280 ACM IV
$3,893 ACM V
$1914.25 ACM VII
$4,455 ACM VIII
$3,521 AWDGF
$3,636 AWDGF II
$3,955 AMA
12
Officer Information
Certain information concerning the Funds' officers is set
forth below. The Funds' officers do not serve for fixed terms.
Position(s) Principal
(Month and Year Occupation during
Name, Address and Age* First Elected) the past 5 years
- -----------------------------------------------------------------------------
John D. Carifa (56) AMC I Chairman of the See biography above.
Board (12/94)
AMC IV Chairman of the
Board & President
(12/94)
AMC V Chairman of the
Board & President
(12/94)
AMC VII Chairman of the
Board & President
(12/94)
AMC VIII Chairman of
the Board (4/95)
AWDGF Chairman of the
Board(4/95)
AWDGF II Chairman of
the Board (4/95)
AMA Chairman of the
Board & President (1/95)
Wayne D. Lyski (60) ACM I President (6/87) Executive Vice President
of ACMC,** with which he
ACM IV Senior Vice has been associated
President (7/88) since prior to 1997.
ACM V Senior Vice
President (12/94)
ACM VII Senior Vice
President (12/94)
ACM VIII President
(4/95)
AWDGF President (4/95)
13
AWDGF II President
(4/95)
Kathleen A. Corbet (41) ACM I - Senior Vice Executive Vice President
President (4/96) of ACMC,** with which
she has been associated
ACM IV - Senior Vice since prior to 1997.
President (4/96)
ACM V Senior Vice
President (4/00)
ACM VII Senior Vice
President (4/95)
ACM VIII Senior Vice
President (6/95)
AWDGF Senior Vice
President (6/95)
AWDGF II Senior Vice
President (6/95)
AMA Senior Vice
President (9/94)
Gregory Dube (46) ACM V Senior Vice Senior Vice President
President (4/00) and Head of the Global
High Yield Group of
ACM VIII Senior Vice ACMC** with which he has
President (4/00) been associated since
1998. From 1996 to
AWDGF II Senior Vice 1998, he was a member of
President (4/00) the Fixed Income Group
of Lazard Freres from
1996 to 1998. Prior
thereto, Mr. Dube was a
partner of Donaldson,
Lufkin and Jenrette.
Alfred Harrison (64) AMA Senior Vice Vice Chairman and
President (9/94) Director of ACMC,** with
which he has been
associated since prior
to 1997.
Susan P. Keenan (44) AMC VII Senior Vice Senior Vice President of
President (4/95) ACMC,** with which she
has been associated
since prior to 1997.
14
Thomas J. Bardong (56) AMA Vice President
(4/95)Senior Vice
President of ACMC,**
with which he has been
associated since prior
to 1997.
Matthew Bloom (45) ACM V Vice President
(4/01)
George B. Caffrey (48) ACM V Vice President Vice President of ACMC**
(10/00) and a Portfolio Manager
since January 2000.
ACM VIII Vice President Prior thereto, he was
(10/00) with the High Yield Bond
Group at AIG Global
Investment Corp. since
prior to 1997.
Paul J. DeNoon (39) ACM I Vice President Vice Chairman and Senior
(3/93) Vice President of
ACMC,** with which he
ACM IV Vice President has been associated
(9/94) since prior to 1997.
ACM V Vice President
(10/00)
ACM VIII Vice President
(10/00)
AWDGF Vice President
(12/92)
AWDGF II Vice President
(4/94)
David Dowden (39) ACM VII Vice President Senior Vice President of
(4/95) ACMC,** with which he
has been associated
since 1997.
Terrance Hults (35) ACM VII Vice President Vice President of
(12/95) ACMC,** with which he
has been associated
since prior to 1997.
John A. Koltes (59) AMA Vice President Senior Vice President of
(9/94) ACMC,** with which he
has been associated
since prior to 1997.
15
Michael Mon (31) ACM I Vice President Vice President of ACMC,
(4/00) with which he has been
associated since June
ACM IV Vice President 1999. Prior thereto he
(7/99) was a portfolio manager
at Brudage, Story and
Rose since 1988.
Previously, he was
employed as an Assistant
Vice President at
Mitchell Hutchins Asset
Management since prior
to 1996.
Daniel Nordby (57) AMA Vice President Senior Vice President of
(4/99) ACMC,** with which he
has been associated
since prior to 1997.
William E. Oliver (52) ACM VII Vice President Senior Vice President of
(6/93) ACMC,** with which he
has been associated
since prior to 1997.
Michael J. Reilly (37) AMA Vice President Senior Vice President of
(9/94) ACMC,** with which he
has been associated
since prior to 1997.
Christian Wilson (33) ACM V Vice President
(4/96)
Mark D. Gersten (51) ACM I Treasurer and Senior Vice President of
Chief Financial Officer Alliance Global Investor
(6/87) Services, Inc.
("AGIS"),** with which
ACM IV Treasurer and he has been associated
Chief Financial since prior to 1997.
Officer(6/88)
ACM V Treasurer and
Chief Financial
Officer(7/88)
ACM VII Treasurer and
Chief Financial
Officer(2/93)
ACM VIII Treasurer and
Chief Financial
Officer(9/93)
16
AWDGF Treasurer and
Chief Financial
Officer(3/93)
AWDGF II Treasurer and
Chief Financial
Officer(4/94)
AMA Treasurer and Chief
Financial Officer(9/94)
Edmund P. Bergan, Jr. ACM I Secretary (6/87) Senior Vice President
(51) and the General Counsel
ACM IV Secretary (6/88) of Alliance Fund
Distributors, Inc.
ACM V Secretary (7/88) ("AFD")** AGIS,** with
which he has been
ACM VII Secretary associated since prior
(2/93) to 1997.
ACM VIII Secretary
(9/93)
AWDGF Secretary (3/93)
AWDGF II Secretary
(4/94)
AMA Secretary (9/94)
Thomas R. Manley (50) ACM VII Controller Vice President of ACMC
(4/99) since prior to 1997.
Vincent S. Noto (37) ACM I Controller(4/96) Vice President of
AGIS,** with which he
ACM IV Controller(4/96) has been associated
since prior to 1997.
ACM V Controller(4/96)
ACM VIII
Controller(4/96)
AWDGF Controller(4/96)
AWDGF II
Controller(4/96)
AMA Controller(4/96)
- ---------------------------------------------------------------------------
17
* The address for each of the Fund's officers is 1345 Avenue of the Americas,
New York, New York 10105.
** ACMC, AFD and AGIS are affiliates of the Funds.
Audit Committee Report
Each Fund's Board of Directors has adopted a written charter
for the Fund's Audit Committee. The purposes of the Audit
Committees are set forth in the Audit Committee Charters. In
brief, the role of each Audit Committee is to assist the Board of
Directors in its oversight of the Fund's financial reporting
process. As set forth in the Charter, management of December 31, 1999,each Fund is
responsible for the preparation, presentation and integrity of
the Fund's financial statements, the Fund's accounting and
financial reporting principles and internal controls and
procedures designed to assure compliance with accounting
standards and applicable laws and regulations. The independent
accountants are responsible for auditing the Fund's financial
statements and expressing an opinion as to their conformity with
generally accepted accounting principles.
The Audit Committee of the Board of Directors of each Fund
will normally meet three times during each full fiscal year with
representatives of the independent accountants to discuss and
officersreview various matters as contemplated by the Audit Committee
Charter. In the performance of its oversight function, each
Audit Committee has considered and discussed the audited
financial statements with management and the independent
accountants of its Fund. Each Audit Committee has also discussed
with the independent accountants the matters required to be
discussed by Statement on Auditing Standards No. 61,
Communication with Audit Committees, as currently in effect. Each
Audit Committee has also considered whether the provision by its
Fund's independent accountants of non-audit services to the Fund,
and of professional services to the Adviser and affiliates of the
Adviser that provide services to the Fund, is compatible with
maintaining the independent accountants' independence. Finally,
each Audit Committee has received the written disclosures and the
letter from the independent accountants required by Independence
Standards Board Standard No. 1, Independence Discussions with
Audit Committees, and has discussed with the independent
accountants the independent accountants' independence.
The members of the Funds' Audit Committees are not
professionally engaged in the practice of auditing or accounting
and are not experts in the fields of accounting or auditing,
including in respect of auditor independence. Members of the
Audit Committees rely without independent verification on the
information provided to them and on the representations made by
management and the independent accountants. Accordingly, the
Audit Committees' oversight does not provide an independent basis
18
to determine that management has maintained appropriate
accounting and financial reporting principles or appropriate
internal controls and procedures designed to assure compliance
with accounting standards and applicable laws and regulations.
Furthermore, the Audit Committees' considerations and discussions
referred to above do not assure that the audits of the Funds'
financial statements have been carried out in accordance with
generally accepted auditing standards, that the financial
statements are presented in accordance with generally accepted
accounting principles or that the Funds' accountants are in fact
"independent".
Based upon the reports and discussions described in this
report, and subject to the limitations on the role and
responsibilities of the Audit Committees referred to above and in
the Audit Committee Charters, each Audit Committee recommended to
the Board of Directors of the Fund owned less
than 1% ofthat the sharesaudited financial
statements of the Fund andbe included in the Directors and officersFund's annual report to
stockholders for the most recent fiscal period.
Submitted by the Audit Committees of the Fund
as a group owned less than 1%Boards of Directors
Ruth Block Dr. James M. Hester
David H. Dievler Clifford L. Michel
John H. Dobkin Donald J. Robinson
William H. Foulk, Jr.
Independent Accountants
The Boards of Directors of the shares of the Fund. During the Fund's
most recently completed fiscal year, none of the Fund's Directors engaged in a
purchase or sale of the securities of the Adviser, or of any of its parents or
subsidiaries, in an amount exceeding 1% of the relevant class of outstanding
securities.
Your Board of Directors unanimously recommends that the stockholders vote
"FOR" the election of each of the foregoing nominees to serve as a Director of
the Fund.
PROPOSAL TWO
RATIFICATION OF SELECTION OF
INDEPENDENT AUDITORS
The Board of Directors recommends that the stockholders of the Fund ratify
the selection of Ernst & Young LLP, independent auditors, to audit the
accounts of the Fund for its fiscal year endingFunds at meetings held on July
31, 2000. The selection
of Ernst & Young LLP was18, 2001 (ACM IV, ACM V and ACM VIII), October 30, 2001 (ACM I,
ACM VII and AWDGF) and January 23, 2002 (AWDGF II) approved by
the vote, cast in person, of a majority of the Directors of theeach
Fund, including a majority of the Directors who are not
"interested persons" of theeach Fund, as defined in the Act, at a meeting heldErnst &
Young LLP, independent accountants to audit the accounts of AWDGF
II (for the fiscal year ending March 31, 2002), ACM IV (July 31,
2002), ACM V (August 31, 2002), ACM VIII (September 30, 2002),
ACM VII and AWDGF (October 31, 2002) and ACM I (December 31,
2002). The Board of Directors of AMA similarly approved by vote
PricewaterhouseCoopers LLP, independent accountants, to audit the
accounts of AMA for the fiscal year ending September 30, 2002.
In reliance on July 14, 1999.Rule 32a-4 under the 1940 Act, the Funds are not
seeking stockholder ratification of the selection of their
independent auditors.
Ernst & Young LLP has audited the 5
accounts of the FundACM I, ACM IV,
ACM VII, ACM VIII, AWDGF and AWDGF II since the Fund commencedrespective dates
of their commencements of operations, and of ACM V since its
fiscal year ended August 31, 1990, and has represented that it
does not have any direct financial interest or any material
19
indirect financial interest in any of the Funds.
PricewaterhouseCoopers LLP has audited the accounts of AMA 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. The affirmative vote of a majority of the votes cast at the Meeting is
required to ratify such selection.
A representativeRepresentatives of Ernst
& Young LLP isand PricewaterhouseCoopers LLP are expected to attend
the Meeting and to have the opportunity to make a statement and
respond to appropriate questions from the stockholders.
Independent Accountants' Fees
The Audit Committeefollowing table sets forth the aggregate fees billed by
the independent accountants for each Fund's most recent fiscal
year for professional services rendered for: (i) the audit of the
BoardFund'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, the Adviser and entities that control, are
controlled by or under common control with the Adviser that
provide services to the Fund; and (iii) all other services
provided to the Fund, the Adviser and entities that control, are
controlled by or under common control with the Adviser that
provide services to the Fund.
20
Financial
Information
Systems Design
and
Implementation
Audit Fees Fees* Other Fees*
- ---------------------------------------------------------------------------
ACM Income Fund, Inc. $48,000 $-0- $698,943
ACM Government Opportunity
Fund, Inc. $40,000 $-0- $604,942
ACM Managed Income Fund, Inc. $43,000 $-0- $498,061
ACM Municipal Securities
Income Fund, Inc. $40,000 $-0- $590,350
ACM Managed Dollar Income
Fund, Inc. $48,000 $-0- $515,113
Alliance World Dollar
Government Fund, Inc. $48,000 $-0- $55,7815
Alliance World Dollar
Government Fund II, Inc. $55,000 $-0- $486,789
Alliance All-Market
Advantage Fund, Inc. $35,000 $-0- $125,294
- ---------------------------------------------------------------------------
* Substantially all of the fees reflected consist of amounts billed to the
Adviser and its affiliates. The fees vary significantly because they are
presented based on the Funds' respective most recently completed fiscal years.
The fees listed are not cumulative. In other words, the same fee may be
reflected in more than one Fund's listing.
The Boards of Directors normally meets twice during each full fiscal year with representatives of the
independent auditors to discuss the scope of the independent auditor's
engagement and to review the financial statements of the Fund and the results
of their examination thereof.
Your Board of Directors unanimously recommendsrecommend that the stockholders of
each Fund vote "FOR" the ratificationre-election of the selectionDirectors in Class
Two to continue to serve as Directors of Ernst & Young LLP as independent
auditors of theeach Fund.
PROPOSAL THREE
PROPOSAL PURSUANTTWO
AMENDMENT TO THE FUND'S CHARTER The Fund's Charter requires that under certain circumstances the Fund submit
to the Fund's stockholders at the next annual meeting of stockholders a
proposal that the Fund, consistent with the Act as then in effect, amend its
Charter to convert the Fund from a closed-end investment company to an open-
end investment company. The submission is mandated if such a proposal is duly
requested in writing by the holders of 10% or more of the Fund's outstanding
shares during a calendar year in which the Fund's shares have tradedOF EACH FUND TO AUTHORIZE
THE BOARD OF DIRECTORS FROM TIME TO TIME TO INCREASE OR DECREASE
THE NUMBER OF AUTHORIZED SHARES OF STOCK OF THE FUND
At meetings held on the
New York Stock Exchange at an average discount from net asset value of more
than 10% determined on the basis of the discount as of the end of the last
trading day inOctober 29, 2001, each week during the twelve weeks preceding the end of such
year. These conditions were fulfilled for submission of such a proposal at the
Meeting. Accordingly, Proposal Three is to amend the Charter of the Fund by
the adoption of the Articles of Amendment set forth in Appendix A hereto to
convert the Fund from a closed-end investment company to an open-end
investment company and to change the subclassification of the Fund from a
closed-end investment company to an open-end investment company. Pursuant to
the Fund's Charter, approval of Proposal Three requires the affirmative vote
of two-thirds of the Fund's outstanding shares.
For the reasons discussed below, your Board unanimously recommends that the
stockholders vote "AGAINST" Proposal Three.
Description of Proposal Three
Proposal Three would amend the Fund's Charter to convert the Fund to open-
end form. A closed-end fund like the Fund does not issue new shares or redeem
shares each day. Instead, the Fund's shares trade freely on the New York Stock
Exchange like those of any public company. Supply and demand forces and other
factors influence the market prices of your Fund's shares. Just as an
industrial company's shares can trade above or below book value, the Fund's
shares can trade at levels above their net asset value or below their net
asset value. In contrast, an open-end fund's shares are not traded on any
stock exchange. Stockholders obtain liquidity by selling their shares back to
the fund. By law, as an open-end fund, the Fund would be required to redeem
its shares on any business day with no advance notice from stockholders who so
request at the then current net asset value of the shares. Thus, shares of an
open-end fund are not purchased or sold at a discount or a premium from their
net asset value. Payments for redemptions, absent unusual circumstances as
permitted by law, would be made by seven
6
days after the Fund's receipt of the redeemed shares and could be made in cash
or, at the Fund's option, wholly or partly in portfolio securities selected by
the Fund. It is not unusual for temporary redemption fees to be imposed after
a closed-end fund converts to open-end form in situations where large
redemptions soon after the conversion are anticipated. If amended, the Charter
would permit the Board, subject to applicable law, to impose a fee equal to a
percentage up to 2% of net asset value upon the redemption or exchange of
shares outstanding at the time of the conversion. Such a fee could be imposed
for a period of up to twenty-four months after the conversion. The Board of
Directors has not yet determined whether to impose a redemption fee, or the
rate at which and the period for which a redemption fee might be imposed. The
purpose of the redemption fee would be to offset costs and expenses directly
related to the redemption of Fund shares, including turnover and other costs
to be incurred by the Fund in connection with such redemptions; to reduce the
impact of initial redemptions upon the facilities of the Fund and its transfer
agent; and to spread out initial redemptions, thus alleviating to an extent
the disruptive effects of redemptions on the management of the Fund's
portfolio and investors choosing to remain Fund stockholders.
As discussed in Appendix B hereto, if Proposal Three is approved, conversion
of the Fund to an open-end fund would probably take as long as four to six
months, and would be effective upon the effectiveness of the Fund's
registration statement under the Securities Act of 1933, as amended, allowing
the continuous offering of Fund shares. Appendix B also discusses certain tax
and other aspects of the conversion if Proposal Three is approved by the
stockholders.
Your Board of Directors urges you to vote "AGAINST" Proposal Three.
During the last months of 1999, the Fund and a large majority of other U.S.
exchange-traded closed-end bond funds experienced abrupt and substantial
erosion of their market premiums and/or widening of their market discounts. As
the Adviser has advised the Fund's Board of Directors, the Adviser believes
that the primary cause of this event has been tax loss selling by stockholders
of such funds to reduce their net taxable gains. While such end of year tax
loss selling is not unusual, particularly in years such as 1999 when many
stock prices have increased substantially, the Adviser believes that this
year's selling has been both unusually heavy and abnormally concentrated in
closed-end bond funds, with correspondingly pronounced impact on closed-end
bond fund market prices. However, the market price deterioration that results
from tax loss selling tends to dissipate as such selling abates early in a new
calendar year. Such a recovery appears to have begun; the Fund's discount,
which had stood at 18.37% on December 24, 1999, has lowered to 8.2% as of the
close of business on February 11, 2000.
In response to these developments, at its January 20, 2000 Regular Meeting,
the Fund's Board of
Directors considered and approved the Adviser's
recommendation that the Board institute a discretionary share repurchase
program for the purposes of enhancing stockholder values and reducing theproposed amendment to its
Fund's discount. Under the program as disclosed in the Fund's January 20 press
release, repurchases are made at such times and in such amounts as the Fund's
management believes will further the foregoing objectives, subject to board
review. As of the close of business on February 11, 2000, the Fund had
repurchased approximately 3% of its originally outstanding shares.
In the Board of Directors' view, it is quite understandable that certain
large stockholders of the Fund would request a Charter provision proposal at a
time when the Fund's discount had abruptly widened. The share repurchase
program instituted byauthorizing the Board of Directors, stemsin its sole
discretion, to amend the Charter from its owntime to time to increase or
decrease the aggregate number of authorized shares of stock or
the number of shares of stock of any class or series of the Fund,
and recommended the Charter amendment to stockholders for their
approval. The affirmative vote of a majority of the votes
entitled to be cast by the stockholders of a Fund is required to
approve the Charter Amendment. If the amendment is approved by a
21
Fund's stockholders, a new section will be added at the end of
Article FIFTH of that Fund's Charter, to read as follows:
"The Board of Directors, without any action by the
stockholders of the Corporation, may amend the charter
from time to time to increase or decrease the aggregate
number of shares of stock or the number of shares of
stock of any class or series that the Corporation has
authority to issue."
In approving the Charter proposed amendment, the Board of
Directors of each Fund considered the Adviser's expressed concern
that stockholder values be preserved. It remainsin certain circumstances a change in the policynumber of the
Fund's authorized shares may be desirable (e.g., in order to
permit a proposed stock split or an offering of stock) but that
the current requirement for stockholder approval of the change
could involve delays that are not consistent with the best
interests of stockholders. In addition, satisfying the
requirement for stockholder approval could involve the
significant expense of a special meeting of stockholders,
including the costs of preparing, printing and mailing proxy
materials to stockholders.
The authorized capital stock of each Fund and the number of
shares of common stock and preferred stock issued and outstanding
are set forth below.
Shares of Common Shares of Preferred
Shares of Stock Issued and Stock Issued and
Authorized Outstanding as of Outstanding as
Capital Stock December 28, 2001of December 28, 2001
- ---------------------------------------------------------------------------
ACM Income Fund, Inc. 300,000,000 224,216,861 --
ACM Government Opportunity
Fund, Inc. 300,000,000 12,555,056 --
ACM Managed Income
Fund, Inc. 300,000,000 24,195,856 950
ACM Municipal Securities
Income Fund, Inc. 100,000,000 10,929,793 3,600
ACM Managed Dollar
Income Fund, Inc. 300,000,000 22,201,898 --
Alliance World Dollar
Government Fund, Inc. 100,000,000 8,777,373 --
Alliance World Dollar
Government Fund II, Inc. 300,000,000 77,850,368 --
Alliance All-Market
Advantage Fund, Inc. 300,000,000 3,621,980 --
- ---------------------------------------------------------------------------
22
If the stockholders of a Fund approve the Charter amendment,
the Board of Directors may cause the issuance of the additional
shares of stock of any class or series of the Fund without
further action by the stockholders, unless stockholder approval
is required by applicable law or by the rules of the New York
Stock Exchange or any other exchange upon which the Fund's stock
is then listed.
Each Fund's Board of Directors to take such action, including share repurchases and tender offers,
as may be appropriate underrecommends that the
circumstances to seek to alleviate market
discountsstockholders of that are not inFund vote "FOR" the best interestsapproval of the
Fund and its stockholders.
7
Atamendment to the Board's January 20, 2000 Meeting, on the basis of the foregoing
considerations, as well as the relative advantages and disadvantages of open-
ending the Fund as summarized above, in Appendix C and in the following
paragraph,Fund's Charter to authorize the Board of
Directors also concluded that,to amend the Charter from time to time to increase or
decrease the standpointnumber of authorized shares of capital stock of the
best interests of the Fund and its stockholders, it would be inappropriate
to open-end the Fund at this time.
Based on the experience of other similarly situated closed-end funds that
have open-ended in recent years, the Adviser believes that, open-ending the
Fund would result in a redemption of, depending upon the circumstances,
between approximately one-third and two-thirds of the Fund's outstanding
shares within a few months. The one-time costs relating to the conversion of
the Fund to open-end form, including printing, mailing and professional costs,
are estimated to be at least $175,000 amounting to at least an estimated 17
basis points per share ($.0017). The Fund's per-share expense ratio would also
substantially increase, for several reasons. First, those categories of Fund
expenses that are more or less fixed notwithstanding fluctuations in the
Fund's asset size would be spread over a substantially smaller asset base,
proportionally increasing their per-share effect. Second, for the Fund to have
any meaningful opportunity of realizing, in open-end form, significant new
assets from sales of shares over which Fund expenses would be spread, it would
be a practical necessity for the Fund to obtain stockholder approval of the
same pricing structure as is utilized by the numerous open-end Alliance Mutual
Funds, which involves the offering of multiple classes of shares. The class of
shares with the lowest expense ratio, Class A, is subject to an annual
distribution (or "Rule 12b-1") fee of .30 of 1% (i.e., 30 basis points). If
the stockholders approve Proposal Three, stockholders would receive, in the
course of the Fund's open-ending, Class A shares which would be subject to
that annual distribution fee, thus increasing the expense ratio for such
shares by these 30 basis points. In the event of a decrease in assets of
between one-third and two-thirds in connection with open-ending, it is
estimated that the Fund's per-share expense ratio for Class A shares,
including such an annual distribution fee, would increase from its current
level of 125 basis points to between approximately 186 basis points and 229
basis points, an increase of between 48.8% and 83.2%. The difference between
these two estimates is based primarily on the spread of administration,
custodian, accounting and audit fees over the smaller asset base.
For the foregoing reasons, the Board of Directors strongly believes that,
notwithstanding the benefit which those stockholders who would wish to redeem
their shares over the short term would derive from open-ending the Fund, on
balance the best interests of the Fund and its stockholders would be
substantially disserved by such action.
Accordingly, your Board of Directors unanimously recommends that the
stockholders vote "AGAINST" Proposal Three.
OTHER MATTERS
Management of the Fund does not know of any matters properly to be presented
at the Meeting other than those mentioned in this Proxy Statement. If any
other matter properly comes before the Meeting, the shares represented by
proxies will be voted with respect thereto in the discretion of the person or
persons voting the proxies.
According to information filed with the Securities and Exchange Commission,
as of December 27, 1999, Aon Corporation, Aon Advisors, Inc., Combined
Insurance Company of America and Virginia Surety Company, Inc., each with an
address of 123 North Wacker Drive, Chicago, Illinois 60606, beneficially owned
an aggregate of 4,350,000 shares, or 34.8%, of the Fund's outstanding common
stock.
8
Fund.
INFORMATION AS TO THE FUND'S PRINCIPAL OFFICERS,
INVESTMENT ADVISER
AND ADMINISTRATOR
The principal officers of the Fund, their ages and their principal
occupations during the past five years are set forth below.THE ADMINISTRATORS OF THE FUNDS
Each of the
officers listed below also serves as an officer of one or more of the other
registeredFund's investment companies sponsored by the Adviser.
John D. Carifa, 54, a Director, Chairman and President of the Fund. (See
Proposal One, "Election of Directors," at page 3 for biographical
information).
Wayne D. Lyski, 58, a Senior Vice President of the Fund,adviser is an Executive
Vice President of ACMC, with which he has been associated since prior to 1995.
Kathleen A. Corbet, 39, a Senior Vice President of the Fund, is an Executive
Vice President of ACMC, with which she has been associated since prior to
1995.
Bruce W. Calvert, 53, a Senior Vice President of the Fund, is a Director,
Chairman and Chief Executive Officer, and Chief Investment Officer of ACMC,
with which he has been associated since prior to 1995.
Thomas J. Bardong, 54, Vice President of the Fund, is a Senior Vice
President of ACMC, with which he has been associated since prior to 1995.
Paul J. DeNoon, 37, Vice President of the Fund, is a Vice President of ACMC,
with which he has been associated since prior to 1995.
Michael Mon, 30, Vice President of the Fund, is a Vice President of ACMC,
with which he has been associated since June 1999. Prior thereto he was a
Portfolio Manager at Brundage, Story & Rose since 1998. Previously, he was
employed as an Assistant Vice President at Mitchell Hutchins Asset Management
Inc. since prior to 1995.
Christian G. Wilson, 30, a Vice President of the Fund, is a Vice President
of ACMC, with which he has been associated since prior to 1995.
Mark D. Gersten, 49, Treasurer and Chief Financial Officer of the Fund, is a
Senior Vice President of Alliance Fund Services, Inc. ("AFS"), with which he
has been associated since prior to 1995.
Edmund P. Bergan, Jr., 49, Secretary of the Fund, is a Senior Vice President
and the General Counsel of Alliance Fund Distributors, Inc. and AFS, with
which he has been associated since prior to 1995.
The address of the foregoing officers, except Mr. Gersten, is c/o Alliance Capital Management
L.P., 1345 Avenue of the Americas, New York, New York 10105. Mr. Gersten's addressThe
administrator for ACM I is c/o Alliance Fund Services,Mitchell Hutchins Asset Management
Inc., 500 Plaza
Drive, Secaucus, New Jersey 07074.
The Fund's investment adviser and administrator is Alliance Capital
Management L.P., with principal offices at 13451285 Avenue of the Americas, New York, New York 10105.10019. The
administrator for ACM IV, ACM VII, AWDGF, AWDGF II and AMA is the
Adviser. Prudential Investments Fund Management LLC, Gateway
Center 3, Newark, New Jersey 07102, serves as sub-administrator
for ACM VII. The administrator for ACM V and ACM VIII is
Princeton Administrators, L.P., 500 College Road East, Princeton,
New Jersey 08540.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 30(h) of the Act and the rules under Section 16 of
the Securities Exchange Act of 1934 require that the Directors
and officers of theeach Fund and the Directors of ACMC, among
others, file with the Commission and the New York
Stock ExchangeNYSE initial reports of
ownership and reports of changes in ownership of shares of the
Funds. For theeach Fund's fiscal year ended July 31,
1999, a reportin 2001, all such
reports were timely filed.
OTHER MATTERS
Management of beneficial ownership on Form 3 on behalfeach Fund does not know of Michael Mon was
inadvertently filed lateany matters properly
to be presented at the Meeting other than those mentioned in this
Proxy Statement. If any other matters properly come before the
Meeting, the shares represented by proxies will be voted with
respect thereto in the Adviser.
9discretion of the person or persons voting
the proxies.
As of December 28, 2001, Aon Corporation and Combined
Insurance Company of America, each with an address of 200 East
Randolph Street, Chicago, Illinois 60601, were believed by
23
management of ACM IV to beneficially own an aggregate of
4,552,708 shares, or 36.26%, of the outstanding common stock of
ACM IV.
SUBMISSION OF PROPOSALS FOR THE NEXT
ANNUAL MEETING OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the
next annual meeting of stockholders of thea Fund must be received by
the Fund by October 21, 200022, 2002 for inclusion in thesuch Fund's proxy
statement and proxy card relating to that meeting. The submission
by a stockholder of a proposal for inclusion in the proxy
statement does not guarantee that it will be included.
Stockholder proposals are subject to certain requirements under
the federal securities laws and the Maryland General Corporation
Law and must be submitted in accordance with theeach Fund's then applicable By-laws.
The persons named as proxies for the 20012003 Annual Meeting of
Stockholders will, with respect to the proxies in effect at thatthe
meeting, have discretionary authority to vote on any matter
presented by a stockholder for action at that meeting unless the
Fund receives notice of the matter by January 4, 20012003 (or such
earlier date as may be specified by an advance notice provision
in the Fund's By-laws). If thea Fund receives such timely notice,
these persons will not have this authority except as provided in
the applicable rules of the Commission.
REPORTS TO STOCKHOLDERS
TheEach Fund will furnish each person to whom this Proxy
Statement is delivered with a copy of the Fund'sits latest annual report to
stockholders and if
applicable, such Fund'sits subsequent semi-annual report to
stockholders, if any, upon request and without charge. To request
a copy, please call AFSAlliance Global Investor Services at (800)
227-
4618227-4618 or write Christina Santiagoto Gary Beckham at Alliance Capital Management
L.P., 1345 Avenue of the Americas, New York, New York 10105.
By Order of the Boards of Directors,
Edmund P. Bergan, Jr.
Secretary
February 18, 20002002
New York, New York
1024
APPENDIX A
ACM GOVERNMENT OPPORTUNITY FUND, INC.
ARTICLESTABLE OF AMENDMENT
ACM GOVERNMENT OPPORTUNITY FUND, INC., a Maryland corporation having its
principal office in the StateCONTENTS
Page
- -----------------------------------------------------------------
Introduction..................................................[1]
Proposal One: Election of
Maryland in the City of Baltimore
(hereinafter called the "Corporation"), hereby certifiesDirectors.....................................................[3]
Proposal Two: Amendment to the State
Department of Assessments and Taxation of Maryland:
FIRST: Section (1) of Article FIFTH of the charter of the Corporation (the
"Charter") is amended to provide as follows:
(1) The total number of shares of capital stock which the Corporation shall
have authority to issue is Three Hundred Million (300,000,000), all of which
shall be Common Stock having a par value of one cent ($.01) per share and an
aggregate par value of Three Million Dollars ($3,000,000). Until such time as
the Board of Directors shall provide otherwise in accordance with paragraph
(1)(c) of Article SEVENTH hereof, the authorized shares of Common Stock of the
Corporation shall be of the same class./1/
SECOND: The following new Sections (5) through (13), in the order set forth
below, are added to Article FIFTH of the Charter immediately following Section
(4) of that Article FIFTH:
(5) As more fully set forth hereafter, the assets and liabilities and the
income and expenses of each class of the Corporation's stock shall be
determined separately from those of each other class of the Corporation's
stock and, accordingly, the net asset value, the dividends and distributions
payableFund to
holders, and the amounts distributable in the event of dissolution
of the Corporation to holders of shares of the Corporation's stock may vary
from class to class. Except for these differences and certain other
differences hereafter set forth or provided for, each class of the
Corporation's stock shall have the same preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of and rights to require redemption of
each other class of the Corporation's stock except as otherwise provided for
by the Board of Directors pursuant to paragraph (1)(c) of Article SEVENTH
hereof.
(6) Except as otherwise provided herein, all consideration received by the
Corporation for the issuance or sale of shares of a class of the Corporation's
stock, together with all funds derived from any investment and reinvestment
thereof, shall irrevocably remain attributable to that class for all purposes,
subject only to any automatic conversion of one class of stock into another,
as hereinafter provided for, and the rights of creditors, and shall be so
recorded upon the books of account of the Corporation. The assets belonging to
a class shall be charged with the liabilities of the Corporation in respect of
such class and with such class' share of the general liabilities of the
Corporation, in the latter case in the proportion that the net asset value of
such class bears to the net asset value of all classes or as otherwise
determined by the Board of Directors in accordance with law. The determination
of the Board of Directors shall be conclusive as to the allocation of
liabilities, including accrued expenses and reserves, to a class.
- --------
(/1/) This revised Section (1) would add the second sentence and delete the
phrase "subject to the following provisions:" from the end of the first
sentence.
A-1
(7) The assets attributable to all classes of stock shall be invested in the
same investment portfolio of the Corporation. Notwithstanding the foregoing
provisions of paragraph (6) of this Article FIFTH, the allocation of
investment income and losses, realized and unrealized capital gains and
losses, expenses and liabilities of the Corporation among the classes of the
Corporation's stock shall be determined by the Board of Directors in a manner
that is consistent with the Investment Company Act of 1940, the rules and
regulations thereunder, and the interpretations thereof, in each case as from
time to time amended, modified or superseded. The determination of the Board
of Directors shall be conclusive as to the allocation of investment income and
losses, realized and unrealized capital gains and losses, expenses and
liabilities (including accrued expenses and reserves) and assets to a
particular class or classes.
(8) Shares of each class of stock shall be entitled to such dividends or
distributions, in stock or in cash or both, as may be declared from time to
time by the Board of Directors with respect to such class. Specifically, and
without limiting the generality of the foregoing, the dividends and
distributions of investment income and capital gains with respect to each
class of stock may vary with respect to each such class to reflect differing
allocations of the expenses of the Corporation among the holders of the
classes and any resultant differences between the net asset values per share
of the classes, to such extent and for such purposes as the Board of Directors
may deem appropriate. The Board of Directors may provide that dividends shall
be payable only with respect to those shares of stock that have been held of
record continuously by the stockholder for a specified period, not to exceed
72 hours, prior to the record date of the dividend.
(9) Except as provided below, on each matter submitted to a vote of the
stockholders, each holder of stock shall be entitled to one vote for each
share entitled to vote thereon standing in his, her or its name on the books
of the Corporation. Subject to any applicable requirements of the Investment
Company Act of 1940, as from time to time in effect, or rules or orders of the
Securities and Exchange Commission or any successor thereto, or other
applicable law, all holders of shares of stock shall vote as a single class
except with respect to any matter which affects only one or more (but less
than all) classes of stock, in which case only the holders of shares of the
classes affected shall be entitled to vote. Without limiting the generality of
the foregoing, and subject to any applicable requirements of the Investment
Company Act of 1940, as from time to time in effect, or rules or orders of the
Securities and Exchange Commission or any successor thereto, or other
applicable law, the holders of each class of stock shall have, respectively,
with respect to any matter submitted to a vote of stockholders (i) exclusive
voting rights with respect to any such matter that affects only the class of
stock of which they are holders, including, without limitation, the provisions
of any distribution plan adopted by the Corporation pursuant to Rule 12b-1
under the Investment Company Act of 1940 (a "Plan") with respect to the class
of which they are holders and (ii) no voting rights with respect to the
provisions of any Plan that affects one or more of such other classes of
stock, but not the class of which they are holders, or with respect to any
other matter that does not affect the class of stock of which they are
holders.
(10) In the event of the liquidation or dissolution of the Corporation,
stockholders of each class of the Corporation's stock shall be entitled to
receive, as a class, out of the assets of the Corporation available for
distribution to stockholders, but other than general assets not attributable
to any particular class of stock, the assets attributable to the class less
the liabilities allocated to that class; and the assets so distributable to
the stockholders of any class of stock shall be distributed among such
stockholders in proportion to the number of shares of the class held by them
and recorded on the books of the
A-2
Corporation. In the event that there are any general assets not attributable
to any particular class of stock, and such assets are available for
distribution, the distribution shall be made to the holders of all classes in
proportion to the net asset value of the respective classes or as otherwise
determined by the Board of Directors.
(11) (a) Each holder of stock may require the Corporation to redeem all or
any part of the stock owned by that holder, upon request to the Corporation or
its designated agent, at the net asset value of the shares of stock next
determined following receipt of the request in a form approved by the
Corporation and accompanied by surrender of the certificate or certificates
for the shares, if any, less the amount of any applicable redemption charge or
deferred sales charge, redemption fee or other amount imposed by the Board of
Directors (to the extent consistent with applicable law) or provided for in
the Charter. The Board of Directors may establish procedures for redemption of
stock.
(b) The proceeds of the redemption of a share (including a fractional share)
of any class of stock of the Corporation shall be reduced by the amount of any
redemption charge or contingent deferred sales charge, redemption fee or other
amount payable on such redemption pursuant to the terms of issuance of such
share or provided for in the Charter.
(c) A redemption fee of such percentage as the Board of Directors may
specify, not exceeding 2%, of the net asset value of shares of Common Stock
when redeemed or exchanged as referred to below shall be imposed with respect
to any such shares outstanding immediately prior to this paragraph (c)
becoming effective, which during such period immediately thereafter as the
Board may specify, not exceeding 24 months, are either redeemed or exchanged
for shares of another open-end investment company sponsored by the investment
adviser of the Corporation. The proceeds of the aforesaid redemption fee shall
be retained by the Corporation. With the approval of the Board of Directors,
the aforesaid redemption fee may be reduced or waived, in whole or in part,
and any reductions or waivers may vary among the stockholders.
(d) (i) The term "Minimum Amount" when used herein shall mean two hundred
dollars ($200) unless otherwise fixed byAuthorize the Board of Directors from timeTime to time, provided thatTime to
Increase or Decrease the Minimum Amount may not in any event exceed five
million dollars ($5,000,000). The BoardNumber of Directors may establish differing
Minimum Amounts for categoriesAuthorized Shares
of holders of stock based on such criteria as
the Board of Directors may deem appropriate.
(ii) If the net asset valueStock of the shares of a class of stock held by a
stockholder shall be less than the Minimum Amount then in effect with respectFund.........................................[16]
Information as to the category of holders in whichInvestment Adviser and the stockholder is included, the
Corporation may redeem all of those shares, upon notice given to the holder in
accordance with paragraph (iii) of this subsection (d), to the extent that the
Corporation may lawfully effect such redemption under the lawsAdministrators
of the StateFunds.................................................[17]
Other Matters................................................[18]
Submission of Maryland.
(iii) The notice referred to in paragraph (ii) of this subsection (d) shall
be in writing personally delivered or deposited in the mail, at least thirty
days (or such other number of days as may be specified from time to time by
the Board of Directors) prior to such redemption. If mailed, the notice shall
be addressed to the stockholder at his or her post office address as shown on
the books of the Corporation, and sent by first class mail, postage prepaid.
The price for shares acquired by the Corporation pursuant to this subsection
(d) shall be an amount equal to the net asset value of such shares, less the
amount of any applicable redemption charge or deferred sales charge,
redemption fee or other amount payable on such redemptions pursuant to the
terms of issuance of such shares or imposed by the Board of Directors (to the
extent consistent with applicable law) or provided for in the Charter.
A-3
(e) Payment by the Corporation for shares of stock of the Corporation
surrendered to it for redemption shall be made by the Corporation within seven
days of such surrender out of the funds legally available therefor, provided
that the Corporation may suspend the right of the stockholders to redeem
shares of stock and may postpone the right of those holders to receive payment
for any shares when permitted or required to do so by applicable statutes or
regulations. Payment of the aggregate price of shares surrendered for
redemption may be made in cash or, at the option of the Corporation, wholly or
partly in such portfolio securities of the Corporation as the Corporation
shall select, and the method of payment may differ among redeeming
stockholders as the Corporation may determine.
(12) At such times as may be determined by the Board of Directors (or with
the authorization of the Board of Directors, by the officers of the
Corporation) in accordance with the Investment Company Act of 1940, applicable
rules and regulations thereunder and applicable rules and regulations of the
National Association of Securities Dealers, Inc. and from time to time
reflected in the registration statement of the Corporation (the "Corporation's
Registration Statement"), shares of a particular class of stock of the
Corporation or certain shares of a particular class of stock of the
Corporation may be automatically converted into shares of another class of
stock of the Corporation based on the relative net asset values of such
classes at the time of conversion, subject, however, to any conditions of
conversion that may be imposed by the Board of Directors (or with the
authorization of the Board of Directors, by the officers of the Corporation)
and reflected in the Corporation's Registration Statement. The terms and
conditions of such conversion may vary within and among the classes to the
extent determined by the Board of Directors (or with the authorization of the
Board of Directors, by the officers of the Corporation) and set forth in the
Corporation's Registration Statement.
(13) For the purpose of allowing the net asset value per share of a class of
the Corporation's stock to remain constant, the Corporation shall be entitled
to declare and pay and/or credit as dividends daily the net income (which may
include or give effect to realized and unrealized gains and losses, as
determined in accordance with the Corporation's accounting and portfolio
valuation policies) attributable to the assets attributable to that class. If
the amount so determined for any day is negative, the Corporation shall be
entitled, without the payment of monetary compensation but in consideration of
the interest of the Corporation and its stockholders in maintaining a constant
net asset value per share of that class, to redeem pro rata from all the
holders of record of shares of that class at the time of such redemption (in
proportion to their respective holdings thereof) sufficient outstanding shares
of that class, or fractions thereof, as shall permit the net asset value per
share of that class to remain constant.
(14) The Corporation may issue shares of stock in fractional denominations
to the same extent as its whole shares, and shares in fractional denominations
shall be shares of stock having proportionately to the respective fractions
represented thereby all the rights of whole shares, including, without
limitation, the right to vote, the right to receive dividends and
distributions, and the right to participate upon liquidation of the
Corporation, but excluding any right to receive a stock certificate
representing fractional shares.
(15) No stockholder shall be entitled to any preemptive right other than as
the Board of Directors may establish.
A-4
THIRD: Paragraphs (c), (d) and (e) of Section (1) of Article SEVENTH of the
Charter are designated as paragraphs (d), (e) and (f), respectively, and new
paragraph (c) to provide as follows is added immediately following paragraph
(b) of that Section (1):
(c) to classify or to reclassify, from time to time, any unissued shares of
stock of the Corporation, whether now or hereafter authorized, by setting,
changing or eliminating the preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends, qualifications or terms and
conditions of or rights to require redemption of the stock. The provisions of
this Charter shall apply to each class of stock unless otherwise provided by
the Board of Directors prior to issuance of any shares of that class;
FOURTH: The amendment of the Charter as set forth above has been duly advised
by the Board of Directors and duly approved by the stockholders of the
Corporation.
A-5
APPENDIX B
Certain Other Aspects of the Conversion and
Subsequent Actions if Proposal Three Is Approved
Tax Matters
In the opinion of Seward & Kissel LLP, counsel to the Fund, neither the Fund
nor its stockholders would realize any gain or loss for tax purposes upon the
Fund's conversion to open-end form, and the conversion would not affect a
stockholder's holding periods or adjusted tax basis in the stockholder's
shares of the Fund. The opinion is based upon the view that the conversion
does not, for federal income tax purposes, involve the exchange or disposition
of a stockholder's holdings in the Fund or, even if the conversion were deemed
to be such an exchange, the exchange would not be a taxable event. A
stockholder who redeems shares of the Fund after the conversion would
recognize a gain or loss to the extent that the redemption proceeds are
greater or less than the stockholder's adjusted tax basis in the shares. The
gain or loss would be capital gain or loss if the redeemed shares had been
held as a capital asset and would be long-term capital gain or loss if the
redeemed shares had been held for more than one year on the date of
redemption.
Expenses of the Conversion
In converting from a closed-end to an open-end investment company, the Fund
would incur legal, accounting and other expenses which the Fund estimates
would total at least $175,000, representing approximately 0.17% ($.0017) of
the Fund's current net asset value. Substantially all of these costs would be
incurred by the Fund prior to the effective date of the conversion. These
costs include costs associated with the preparation of a registration
statement and prospectus as required by federal securities laws (including
printing and mailing costs) and the payment of fees under state securities
laws.
Matters for Future Consideration by the Board of Directors
If Proposal Three is approved by the stockholders, it is contemplated that
among the matters the Board of Directors would proceed to consider would be
fixing the rate and period of application of any redemption fee as authorized
by the Articles of Amendment and referred to in the description of Proposal
Three. In addition, the Board will likely consider whether to pay for redeemed
shares partly or entirely in securities. The Articles of Amendment would also
make other changes in the Fund's Articles of Incorporation customary for open-
end investment companies of which the Adviser is the investment adviser,
including authorization of the Board of Directors to classify unissued shares
to establish classes of shares of the Fund with different preferences and
rights, such as rights to dividends and distributions, voting and redemptions.
If Proposal Three is approved, it is expected that the Board would also
proceed to consider the details of the systemProposals for the classification and
distributionNext Annual Meeting of
the Fund's shares, including the approval of an appropriate
distribution services agreement between theStockholders.................................................[18]
Reports to Stockholders......................................[18]
ACM Income Fund, and a principal underwriter
for the Fund. The expectation is that the Board would consider these matters
expeditiously.
B-1
Matters for Future Consideration by the Stockholders
If Proposal Three is adopted, certain aspects of the operation of the Fund
subsequent to its conversion to open-end form would have to be decided by the
Fund's stockholders, and it is to be expected that a special meeting of
stockholders would be scheduled for that purpose as soon as practicable. These
matters include conforming certain of the Fund's investment policies to the
requirements of the Act applicable to open-end investment companies and making
changes in the Fund's investment management agreement considered appropriate
for an open-end form. Also, for probable consideration would be the adoption
of a Rule 12b-1 plan consistent with the system selected by the Board of
Directors for future distribution of the Fund's shares. The matters to be
considered at the special meeting of stockholders would not involve
reconsideration of the decision to convert the Fund to open-end form.
Effectiveness of the Conversion
The conversion of the Fund to an open-end investment company would be
accomplished by the filing of the Articles of Amendment with the State
Department of Assessments and Taxation of Maryland and changing the Fund's
subclassification under the 1940 Act from a closed-end investment company to
an open-end investment company. The Articles of Amendment would not be filed
until the Fund's registration statement under the Securities Act of 1933, as
amended, covering the offering of shares of the Fund became effective.
Preparation of the registration statement would commence shortly after the
adoption of Proposal Three, and the statement would be filed as soon as
practicable, which should be before the date of the special stockholders
meeting. The Articles of Amendment would become effective at the time the
conversion is implemented.
B-2
APPENDIX C
Differences Between Closed-End and
Open-End Investment Companies
(a) Acquisition and Disposition of Shares. Closed-end investment companies
such as the Fund neither redeem their outstanding shares of stock nor
continuously offer new shares for sale, and thus operate with a relatively
fixed capitalization. The shares of a closed-end investment company are
normally bought and sold subject to applicable brokerage commissions on a
national securities exchange at prevailing market prices, which may be equal
to, or more or less than their net asset value. In contrast, open-end
investment companies, commonly referred to as "mutual funds," issue redeemable
shares for which there is no secondary market. The holders of the redeemable
shares have the right to surrender them to the mutual fund and receive an
amount equal to their then proportionate share of the Fund's net asset value
(less any applicable redemption fee or deferred sales charge). Most mutual
funds also continuously issue new shares to investors at a price based on the
net asset value of the shares at the time of issuance. Regulations adopted by
the Commission generally require open-end funds to value their assets on each
business day in order to determine the current net asset value at which shares
may be redeemed by stockholders or purchased by investors. The net asset
values of most open-end funds are published daily by leading financial
publications.
If the Fund were to convert into a mutual fund, investors wishing to acquire
shares of the Fund would be able to purchase them most probably either
directly from the Fund's principal underwriter or through financial
intermediaries. Stockholders desiring to realize the value of their shares
would be able to do so by redeeming shares at net asset value less any
applicable redemption fee or deferred sales charge. Payment for redemptions
would be made within seven days after receipt of a proper request for
redemption (in accordance with redemption procedures to be specified in the
open-end fund prospectus), except that such payment may be postponed, or the
right of redemption suspended, at times (a) when the Exchange is closed for
other than weekends and holidays, (b) when trading on the Exchange is
restricted, (c) when an emergency exists as a result of which disposal by the
Fund of securities owned by it is not reasonably practicable or it is not
reasonably practicable for the Fund fairly to determine the value of its net
assets, or (d) during any other period when the Commission, by order, so
permits. The Fund could pay for redeemed shares entirely or partly "in kind"
if, in the opinion of the Fund, such a payment would be advisable. In that
event, a stockholder would receive portfolio securities held by the Fund and
would incur transaction costs in disposing of the securities received.
Securities of foreign issuers which might be received could entail risks not
typically associated with U.S. securities, including risks of currency
fluctuation and risks of volatility and lower liquidity associated with the
relatively small and concentrated securities markets in which the Fund
invests.
(b) New York Stock Exchange Listing; State Securities Laws Filings. The
Fund's shares are currently listed and traded on the New York Stock Exchange
(the "NYSE"). It is believed in some investment circles that a fund listing on
a U.S. stock exchange, and, in particular, the NYSE, is an asset, especially
in terms of attracting non-U.S. investors. In addition, certain investors,
such as pension funds, are restricted as to a portion of their portfolio which
can be invested in non-listed securities. Upon conversion to an open-end, the
Fund's shares would be immediately delisted from the NYSE. Because the Fund is
now listed on the NYSE, it is exempt from state securities regulation. While
as an open-end
C-1
fund, the Fund would not be subject to state investment restrictions, it would
be required to make state filings and pay state fees, which are expected to
exceed the current annual cost of NYSE listing. Any increased cost or net
savings to the Fund because of these different expenses is not expected to
materially affect the Fund's expense ratio.
(c) Elimination of Discount and Preclusion of Premium. The fact that
stockholders who wish to realize the value of their shares will be able to do
so by redemption will eliminate any market discount from net asset value (less
the applicable redemption fee). It will also eliminate any possibility that
the Fund's shares will trade at a premium over net asset value. If Proposal
Three is approved by the stockholders, the discount may be reduced prior to
the date of any conversion to the extent purchasers of shares in the open
market are willing to accept less of a discount in anticipation of a
prospective open-ending.
(d) Expenses; Potential Net Redemptions. As indicated in the discussion of
Proposal Three and in Appendix B, the Adviser believes that open-ending will
result in immediate, substantial redemptions and, hence, a marked reduction in
the size of the Fund, although it is possible that this result eventually over
a period of time could be offset by new sales of shares and reinvestment of
dividends and capital gains distributions in shares of the Fund. Consequences
of an asset base of decreased size on the Fund's expenses ratio are referred
to in the discussion of Proposal Three.
(e) Capital Gains. The treatment of capital gains required under U.S. tax
law can be very onerous to non-redeeming stockholders in the event of the
Fund's conversion to an open-end fund. To raise cash to satisfy redeeming
stockholders, the Fund would be required to sell portfolio securities to
satisfy redemption requests. If the Fund's basis in the portfolio securities
sold is less than the sale price obtained, net capital gain may be realized.
U.S. tax law imposes both an income tax and an excise tax on net capital gain
realized by closed-end and open-end funds unless the fund distributes net
capital gain to all stockholders, in which case the stockholders would be
subject to tax on such gain. In the event of the Fund's conversion to an open-
end fund, two negative results may occur: first, because the Fund would sell
securities, non-redeeming stockholders would recognize a greater amount of
capital gain than would be the case if the Fund held such securities; and,
second, to make the capital gains distribution necessary to avoid capital gain
recognition by the Fund, the Fund would probably need to sell additional
portfolio securities, thereby reducing further the size of the Fund and,
possibly, creating additional capital gain. The discussion of Proposal Three
includes an estimate of the magnitude of such capital gains.
(f) Underwriting Costs; Rule 12b-1 Distribution Plan. If the Fund converts
to open-end status it will need to sell new shares to offset redemptions;
otherwise redemptions will cause the Fund to become a diminishing asset. A
principal underwriter will be needed for selling new shares. There can be no
assurance that sufficient new sales can be generated to offset redemptions.
The cost of the underwriting would be paid either by purchasers (in the case
of a front-end sales charge) or by stockholders (in the case of a Rule 12b-1
distribution plan). Redemption fees may be payable upon redemption of both
current and newly-issued shares. In addition, contingent deferred sales
charges may also be payable upon redemption of newly-issued shares. In any
case, a selling effort is likely to result in increased costs to the Fund. An
open-end investment company, unlike a closed-end investment company, is
permitted to finance the distribution of its shares by adopting a plan of
distribution pursuant to Rule 12b-1 under the 1940 Act. If the Fund is
converted to open-end form, it is contemplated the Fund will adopt a
distribution plan pursuant to Rule 12b-1 in order to reimburse its principal
underwriter for costs incurred in distributing Fund shares. It is expected
that it would be proposed at the special meeting of
C-2
stockholders that the Rule 12b-1 distribution plan apply to the Fund's shares
outstanding at the time of the conversion.
(g) Portfolio Management. Unlike open-end funds, closed-end investment
companies are not subject to pressures to sell portfolio securities at
disadvantageous times in order to meet net redemptions. Open-end funds
maintain adequate reserves of cash or cash equivalents in order to meet net
redemptions as they arise. Because closed-end investment companies do not have
to meet redemptions, their cash reserves can be substantial or minimal,
depending primarily on management's perception of market conditions and on
decisions to use fund assets to repurchase shares. The larger reserves of cash
or cash equivalents required to operate prudently as an open-end fund when net
redemptions are anticipated would reduce the Fund's investment flexibility and
the scope of its investment opportunities. The Fund may have to sell portfolio
securities in order to accommodate the need for larger reserves of cash or
cash equivalents, resulting in an increase in transaction costs and portfolio
turnover. Comparatively large net purchases of open-end fund shares often
occur around market highs and net redemptions around market lows, inopportune
times to invest or liquidate portfolio positions, respectively. In a falling
market, the result may be that the more liquid securities in the Fund's
portfolio would be sold first, leaving the open-end fund with less-liquid
securities not as well suited to meeting future redemptions or changes in
investment strategy.
(h) Voting Rights. If the Fund converts to open-end form, opportunities for
stockholders to vote on particular issues may be less frequent. As discussed
in the proxy statement, it is contemplated that at a future date the
stockholders will be asked to take action which will eliminate the need for
the Fund to elect directors each year. If the stockholders so act, the Fund
intends to hold a meeting of stockholders only when stockholder approvals are
necessary under the Act or Maryland law. Under the Act, the Fund would be
required to hold a stockholders meeting, for example, if the number of
Directors elected by the stockholders was less than a majority of the total
number of Directors, or if a change were sought in a fundamental investment
policy of the Fund or in the advisory agreement of the Fund. Under Maryland
law and the Fund's By-laws, a special meeting of stockholders is required to
be called upon request of the stockholders only when requested in writing by
stockholders entitled to cast not less than a majority of all the votes
entitled to be cast at the special meeting.
Stockholders will generally continue to have one vote on each matter
submitted to a vote of stockholders if the Fund converts to open-end form.
Under Maryland law and the Articles of Amendment, the Board of Directors would
have the authority to increase the number of shares of any class, to
reclassify unissued shares and to authorize the issuance of additional classes
of stock, in each case without the consent of stockholders. If the Board of
Directors approved a "multiple distribution system," as discussed in this
proxy statement, involving the issuance of classes of shares bearing different
expenses specifically related to the distribution of shares of each class, the
classes would have the same voting rights except that each class would vote
separately as a class with respect to aspects of the distribution plan of the
Fund and other matters that affect each class differently.
(i) Illiquid Securities. An open-end investment company is subject to the
1940 Act requirement that no more than 15% of its net assets may be invested
in securities that are not readily marketable. The Fund is currently subject
to a limitation on such "illiquid securities" of 20% of its total assets. If
the Fund is converted to an open-end form, it will be limited to no more than
15% in illiquid securities.
(j) Senior Securities and Borrowings. The 1940 Act prohibits open-end funds
from issuing "senior securities" representing indebtedness (i.e., bonds,
debentures, notes and other similar securities), other
C-3
than indebtedness to banks where there is an asset coverage of at least 300%
for all borrowings. Closed-end investment companies, on the other hand, are
permitted to issue senior securities representing indebtedness to any lender
if the 300% asset coverage is met. In addition, closed-end investment
companies may issue preferred stock, whereas open-end investment companies may
not issue preferred stock. This greater ability to issue senior securities may
give closed-end investment companies more flexibility than open-end funds in
"leveraging" their investments. At present, a fundamental investment policy of
the Fund prohibits borrowing except that the Fund may borrow from a bank or
other entity in a privately arranged transaction or issue commercial paper,
bonds, debentures or notes, in series or otherwise, with such interest rates,
conversion rights and other terms and provisions as are determined by the
Board if after such borrowing or issuance the 300% asset coverage test is met,
and the Fund may also borrow for temporary purposes in an amount not exceeding
5% of the value of the Fund's total assets. A change in this fundamental
policy to conform with the Act would be placed before the Fund's stockholders
at the envisioned future special stockholders meeting if Proposal Three is
approved.
(k) Stockholder Services. Various services are sometimes made available to
stockholders of open-end funds and not to closed-end fund stockholders. These
services may include participation in an exchange privilege that allows
stockholders to exchange their shares for shares of the same class of other
mutual funds advised by the same adviser, the use of the fund for retirement
plans, and permitting stockholders to effect exchange and redemption
transactions by telephone. The cost of such services is normally borne by the
fund rather than by individual stockholders. No decision has been made as to
what, if any, such services would be made available to stockholders of the
Fund if Proposal Three is approved.
(l) Dividend Reinvestment Plan. It is expected that as an open-end fund, the
Fund would continue to provide the opportunity for stockholders to receive
income dividends and capital gains distributions in cash or, at no charge to
stockholders, in shares of the Fund. Such reinvestments in shares would be
made, however, at net asset value, rather than, as is currently the case, at
market value (if Fund shares are trading at a discount from net asset value)
or at the greater of net asset value or 95% of market value (if Fund shares
are trading at or above net asset value).
(m) Minimum Investments and Involuntary Redemptions. If the Fund is
converted to open-end form, in order to reduce the administrative burdens
incurred in monitoring numerous small accounts, it is expected that the Fund
would adopt requirements that an initial investment in Fund shares equal at
least $250 and that any subsequent investment (other than upon the
reinvestment of dividends or distributions) be in a minimum amount of $50. The
Articles of Amendment would authorize the Fund to redeem all the shares of any
stockholder the value of whose account has remained below $200 (or such other
amount as may be determined by the Board) for at least 90 days. Stockholders
would receive prior written notice to increase the account value before the
account was closed. The Fund would be permitted to waive or reduce these
minimums for certain retirement plans or custodial accounts for the benefit of
minors. The minimum initial investment requirement would not apply to
stockholders holding shares at the time of conversion.
(n) Stock Certificates. If Proposal Three is approved, each certificate
representing shares of the Fund as a closed-end investment company will
automatically represent the same number of shares of the Fund as an open-end
investment company. Each stockholder at the time of conversion will have the
right to exchange the stockholder's old certificates for new certificates as
an open-end fund or to surrender the certificates and have the shares
maintained in book-entry form by the Fund's transfer agent.
C-4
TABLE OF CONTENTS Page
- ------------------------------------------------------------------------------
Introduction............................................................. 1
Proposal One: Election of Directors...................................... 2
Proposal Two: Ratification of Selection of Independent Auditors.......... 5
Proposal Three: Proposal Pursuant to the Fund's Charter.................. 6
Description of Proposal Three.......................................... 6
Your Board of Directors Urges You to Vote AGAINST Proposal Three....... 7
Other Matters............................................................ 8
Information as to the Fund's Principal Officers, Investment Adviser and
Administrator........................................................... 9
Submission of Proposals for the Next Annual Meeting of Stockholders...... 10
Reports to Stockholders.................................................. 10
Appendix A (Articles of Amendment)....................................... A-1
Appendix B (Certain Other Aspects of the Conversion and Subsequent
Actions if Proposal Three is Approved).................................. B-1
Appendix C (Differences Between Closed-End and Open-End Investment
Companies).............................................................. C-1
Inc.
ACM Government Opportunity Fund, Inc.
ACM Managed Income Fund, Inc.
ACM Municipal Securities Income Fund, Inc.
ACM Managed Dollar Income Fund, Inc.
Alliance World Dollar Government Fund, Inc.
Alliance World Dollar Government Fund II, Inc.
Alliance All-Market Advantage Fund, Inc.
- -----------------------------------------------------------------------------------------------------------------------------------------------
[LOGO OF ALLIANCE CAPITAL]
Alliance Capital Management L.P.
- -----------------------------------------------------------------------------------------------------------------------------------------------
NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS
AND PROXY STATEMENT
MARCH 28, 200020, 2002
25
PROXY ACM GOVERNMENT OPPORTUNITY FUND, INC. PROXY
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON MARCH 28, 200020, 2002
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS OF THE CORPORATION
The undersigned stockholder of ACM Government Opportunity Fund,
Inc., a Maryland corporation (the "Corporation"), hereby
instructs each of Carol H. Rappa and Christina A. Santiago, or
either of them, as proxies for the undersigned, each with full
power of substitution, to attend the Annual Meeting of
Stockholders of the Corporation to be held at 11:00 a.m., Eastern
Time, on March 28, 200020, 2002 at the offices of the Corporation, 1345
Avenue of the Americas, 33rd Floor, New York, New York 10105, and
any postponement or adjournment thereof, to cast on behalf of the
undersigned all votes that the undersigned is entitled to cast at
the Annual Meeting and otherwise to represent the undersigned
with all powers possessed by the undersigned if personally
present at such Annual Meeting. The undersigned hereby
acknowledges receipt of the Notice of Meeting and accompanying
Proxy Statement.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST
BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE
REVERSE SIDE HEREOF. IF NO DIRECTION IS MADE AS REGARDS A
PARTICULAR PROPOSAL OR OTHER MATTERS, SUCH VOTES ENTITLED TOWILL BE CAST
BY THE UNDERSIGNED WILL BE CAST(I) "FOR" THE ELECTION OF THE NOMINEES REFERRED TO IN PROPOSAL
ONE AS DIRECTORS,DIRECTORS; (II) "FOR" THE RATIFICATIONAMENDMENT TO THE CHARTER
AUTHORIZING THE BOARD OF DIRECTORS FROM TIME TO TIME TO INCREASE
OR DECREASE THE NUMBER OF AUTHORIZED SHARES OF STOCK OF THE
SELECTION OF ERNST & YOUNG LLP AS THE
INDEPENDENT AUDITORS FOR THE CORPORATION (PROPOSAL TWO),
"AGAINST" THE PROPOSAL (PROPOSAL THREE) PURSUANT TO THE
CORPORATION'S CHARTER TO CONVERT THE CORPORATION TO AN OPEN-END
INVESTMENT COMPANY AS DESCRIBED IN THE PROXY STATEMENT,CORPORATION; AND (III) "FOR" ANY POSTPONEMENT OR ADJOURNMENT OF
THE MEETING WITH RESPECT TO ANY PROPOSAL DESCRIBED IN THE PROXY
STATEMENT IN THE EVENT THAT SUFFICIENT VOTES IN FAVOR OF THE
POSITION ON SUCH PROPOSAL RECOMMENDED BY THE BOARD OF DIRECTORS
ARE NOT TIMELY RECEIVED, AND IN THE DISCRETION OF THE PROXY
HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE
ANNUAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
1
Please refer to the Proxy Statement for
a discussion of each of the Proposals.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF
AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
2
ACM GOVERNMENT OPPORTUNITY FUND, INC.
Please mark votes as in this example: /X/
1. Election of Directors FOR ALL FOR ALL
NOMINEES WITHHOLD EXCEPT
/ / / / / /
Class Three Directors
(term expires 2003):
John D. Carifa NOTE: If you do not wish your shares
Ruth Block voted "FOR" any particular Nominee, mark
Robert C. White the "For All Except" box and strike a
line through the name(s) of the
Nominee(s). Your shares will be voted
for the remaining Nominees(s).
Your Board of Directors urges
you to vote "FOR" the election
of all Nominees.
2. Ratification of the selection of FOR AGAINST ABSTAIN
Ernst & Young LLP as the / / / / / /
independent auditors for the
Corporation for the fiscal year
ending July 31, 2000.
Your Board of Directors urges
you to vote "FOR" Proposal Two.
3. To approve a proposal FOR AGAINST ABSTAIN
(Proposal Three) pursuant / / / / / /
to the Corporation's Charter
to convert the Corporation to an
open-end investment company.
Your Board of Directors urges
you to vote "AGAINST" Proposal
Three.
4. In their discretion upon any
other matters that may properly
come before the Annual Meeting
or any postponement or
adjournment thereof, as
described in the Proxy
Statement.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /
3
NOTE: Please sign this proxy exactly as your name(s) appear(s)
on the books of the Corporation. Joint owners should each sign
personally. Trustees and other fiduciaries should indicate the
capacity in which they sign, and where more than one name
appears, a majority must sign. If a corporation, the signature
should be that of an authorized officer who should state his or
her title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
_________________________ _________________________
_________________________ _________________________
_________________________ _________________________
ACM GOVERNMENT OPPORTUNITY FUND, INC.
Please mark votes as in this example: /X/
1. Election of Directors FOR ALL FOR ALL
NOMINEES WITHHOLD EXCEPT
/ / / / / /
Class Two Nominees
(term expires 2005):
(01) David H. Dievler NOTE: If you do not wish your shares
(02) William H. Foulk voted "FOR" any particular Nominee, mark
(03) James M. Hester the "For All Except" box and strike a
line through the name(s) of the
Your Board of Directors Nominee(s). Your shares will be voted
urges you to vote "FOR" the for the remaining Nominee(s).
election of all Nominees.
2. Approval of amendment to the FOR AGAINST ABSTAIN
Charter of the Corporation / / / / / /
authorizing the Board of
Directors from time to time to
increase or decrease the number
of authorized shares of stock of
the Corporation.
Your Board of Directors
urges you to vote "FOR"
Proposal Two.
3. In their discretion upon any FOR AGAINST ABSTAIN
other matters that may properly / / / / / /
come before the Annual Meeting
or any postponement or
adjournment thereof, as
described in the Proxy
Statement.
Mark here for address change and note
at left / /
NOTE: Please sign this proxy exactly as your
name(s) appear(s) on the books of the
Corporation. Joint owners should each sign
personally. Trustees and other fiduciaries
should indicate the capacity in which they
sign, and where more than one name appears, a
majority must sign. If a corporation, the
signature should be that of an authorized
officer who should state his or her title.
______________________________________
(Signature of Stockholder)
______________________________________
(Signature of joint owner, if any)
DatedDate _______________, 2000
4
00250127.AI62002
00250209.AR8