SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Alliance World Dollar Government Fund II, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rule
14a6(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:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
[LOGO]
AllianceBernstein(SM)
Investment Research and Management
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.
ALLIANCE CALIFORNIA MUNICIPAL INCOME FUND, INC.
ALLIANCE NATIONAL MUNICIPAL INCOME FUND, INC.
ALLIANCE NEW YORK MUNICIPAL INCOME FUND, INC.
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1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
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NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS
March 24, 2005
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"), Alliance All-Market
Advantage Fund, Inc. ("AMA"), Alliance California Municipal Income Fund, Inc.
("ACMIF"), Alliance National Municipal Income Fund, Inc. ("ANMIF") and Alliance
New York Municipal Income Fund, Inc. ("ANYMIF"):
Notice is hereby given that a Joint Annual Meeting of Stockholders (the
"Meeting") of ACM I, ACM IV, ACM V, ACM VII, ACM VIII, AWDGF, AWDGF II, AMA,
ACMIF, ANMIF and ANYMIF, each of which is a Maryland corporation (individually,
a "Fund" and collectively, the "Funds"), will be held at the offices of the
Funds, 1345 Avenue of the Americas, 33rd Floor, New York, New York 10105, on
March 24, 2005 at 11:00 a.m. Eastern Time, for the following purposes, all of
which are more fully described in the accompanying Proxy Statement dated
February 22, 2005:
1. To elect four Directors of each Fund, each such Director to hold office
for a term of either two or three years, as provided herein, and until his
successor is duly elected and qualifies; and
2. 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
January 21, 2005 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 of each Fund.
By Order of the Boards of Directors,
Mark R. Manley
Secretary
New York, New York
February 22, 2005
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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
Funds any additional cost of further proxy solicitation and in order for the
Meeting to be held as scheduled.
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(SM) This is a service mark used under license from the owner.
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.
ALLIANCE CALIFORNIA MUNICIPAL INCOME FUND, INC.
ALLIANCE NATIONAL MUNICIPAL INCOME FUND, INC.
ALLIANCE NEW YORK MUNICIPAL INCOME FUND, INC.
1345 Avenue of the Americas
New York, New York 10105
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JOINT ANNUAL MEETING OF STOCKHOLDERS
March 24, 2005
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INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the respective 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"), Alliance All-Market Advantage Fund, Inc. ("AMA"), Alliance
California Municipal Income Fund, Inc. ("ACMIF"), Alliance National Municipal
Income Fund, Inc. ("ANMIF") and Alliance New York Municipal Income Fund, Inc.
("ANYMIF"), each of which is a Maryland corporation (individually, a "Fund" and
collectively, the "Funds"), to be voted at a Joint Annual Meeting of
Stockholders of the Funds (the "Meeting"), to be held at the offices of the
Funds, 1345 Avenue of the Americas, 33rd Floor, New York, New York 10105, on
March 24, 2005 at 11:00 a.m. Eastern Time. The solicitation will be by mail and
the cost for each Fund will be borne by that Fund. The Notice of Meeting, Proxy
Statement and Proxy Card are being mailed to stockholders on or about February
22, 2005.
The Board of Directors of each Fund has fixed the close of business on
January 21, 2005 as the record date for the determination of stockholders
entitled to notice of, and to vote at, the Meeting and any postponement or
adjournment thereof. The outstanding voting shares of the Funds as of January
21, 2005 consisted of 228,402,531 shares of common stock of ACM I, 12,903,932
shares of common stock of ACM IV, 25,300,262 shares of
1
common stock and 900 shares of Remarketed Preferred Stock, Series A of ACM V,
11,145,261 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, 22,707,703 shares
of common stock of ACM VIII, 8,897,498 shares of common stock of AWDGF,
67,648,715 shares of common stock of AWDGF II, 3,670,019 shares of common stock
of AMA, 8,519,002 shares of common stock and 1,620 shares of each of Auction
Preferred Shares, Series M and Series T of ACMIF, 20,471,667 shares of common
stock and 1,950 shares of each of Auction Preferred Shares, Series M, Series T,
Series W and Series Th of ANMIF and 4,826,667 shares of common stock and 900
shares of each of Auction Preferred Shares, Series M and Series T of ANYMIF,
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, ACMIF, ANMIF and ANYMIF
will have equal voting rights with the holders of the common stock of ACM V, ACM
VII, ACMIF, ANMIF and ANYMIF (i.e., one vote per share), respectively, and will
vote together with the holders of ACM V, ACM VII, ACMIF, ANMIF and ANYMIF common
stock, respectively, as a single class on proposals that may be properly
presented at the Meeting applicable to their respective Funds as described
below. While the holders of the preferred stock of each of these Funds, voting
separately as a class, have the right to elect two Directors of their Fund,
however, only Dr. Hester, a preferred stock Director for these Funds, is
standing for re-election at the Meeting. Ms. Block, the other preferred stock
Director for these Funds, is not standing for re-election at the Meeting because
her term does not expire until 2006.
All properly executed and timely received proxies will be voted at the
Meeting in accordance with the instructions marked thereon or as otherwise
provided therein. Accordingly, unless instructions to the contrary are marked,
proxies from the holders of the common stock and, if applicable, preferred
stock, will be voted for the election of four Directors of each Fund. Any
stockholder may revoke that stockholder's proxy at any time prior to exercise
thereof by giving written notice to the Secretary of the Funds at 1345 Avenue of
the Americas, New York, New York 10105, by signing and delivering to the
Secretary another proxy of a later date or by 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"). The shares
represented by abstentions will be considered present for purposes of
determining the existence of a quorum for the transaction of business. However,
with respect to Proposal One, which is a matter to be determined by a plurality
of the votes cast, abstentions, not being votes cast, will not have any effect
on the election of Directors. If any proposal, other than Proposal One, properly
comes before the Meeting, shares represented by proxies will be voted on all
such proposals in the discretion of the person or persons holding the proxies.
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 the
election
2
of Directors. Stockholders of each Fund will vote separately on the election of
Directors for that Fund and on any other matter that may properly come before
the meeting for a Fund. An unfavorable vote by the stockholders of one Fund will
not affect the vote on the election of Directors or any other matter by the
stockholders of another Fund.
A quorum for each 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
of common stock, and preferred stock, if any, of the particular Fund. 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
positions recommended by the Board of Directors on the 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. Shares represented
by proxies indicating a vote contrary to the position recommended by the Board
of Directors on any proposal as to which the Meeting is proposed to be adjourned
will be voted against adjournment of the Meeting.
Each Fund has engaged King Mutual Fund Services ("DF King"), 48 Wall
Street, New York, New York 10005, to assist in soliciting proxies for the
Meeting. DF King will receive a total fee of $9,900 for its services, to be paid
by the Funds as follows: ACM I--$900, ACM IV--$900, ACM V--$900, ACM VII--$900,
ACM VIII--$900, AWDGF--$900, AWDGF II--$900, AMA--$900, ACMIF--$900, ANMIF--$900
and ANYMIF--$900, 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 his successor is elected and
qualifies. In addition, for each Fund, one Director will be elected to serve for
a term of two years. The affirmative vote of a plurality of the votes cast by
the stockholders of a Fund is required to elect a Director. It is the intention
of the persons named in the enclosed proxy to nominate and vote in favor of the
election of the three or four individuals, as the case may be, as described
below.
Pursuant to the Funds' respective Charters and Bylaws, the Board of
Directors of each Fund has been divided into three classes. With respect to all
of the Funds, the terms of Class Two Directors will expire as of the Meeting,
the terms of Class Three Directors will expire as of the annual meeting of
stockholders to be held in 2006 and the terms of Class One Directors will expire
as of the annual meeting of stockholders to be held in 2007. Upon expiration of
the terms of the Directors of each class as set forth above, the terms of their
successors in that class will continue until the end of their terms and until
their successors are duly elected and qualify.
3
Under this classified Board structure, only those Directors in a single
class may be elected at the annual meeting of stockholders. It would require two
years of annual meeting elections 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 Funds'
annual proxy statements. This classified Board structure, which may be regarded
as an "anti-takeover" provision, may make it more difficult for a Fund's
stockholders to change the majority of Directors of the Fund and, thus, have the
effect of maintaining the continuity of management.
On December 31, 2004, Donald J. Robinson resigned as Director of each of
the Funds. The Board of Directors of each Fund elected Michael J. Downey as
Director of each of the Funds to fill the vacancy created by Mr. Robinson's
resignation.
At the Meeting, three Directors, David H. Dievler, William H. Foulk, Jr.
and James M. Hester are standing for re-election in Class Two of ACM I, ACM IV,
ACM V, ACM VII, ACMIF, ANMIF and ANYMIF, and three Directors, John H. Dobkin,
William H. Foulk, Jr. and James M. Hester are standing for re-election in Class
Two of ACM VIII, AWDGF, AWDGF II and AMA. In addition, Mr. Downey is standing
for election in Class One of each Fund. Each nominee has consented to serve as a
Director. The Boards of Directors know of no reason why any of the nominees for
the Boards of Directors will be unable to serve, but in the event any nominee is
unable to serve or for good cause will not serve, the proxies received
indicating a vote in favor of such nominee will be voted for such substitute
nominees as the Boards of Directors may recommend.
4
Certain information concerning the Funds' Directors is set forth below.
Number of
Portfolios in
Alliance-
Bernstein
Year Principal Fund Other
Term as Occupation(s) Complex Directorships
Name, Address a Director Years of During Overseen by Held by
and Date of Birth Will Expire Service* Past 5 Years Director Director
--------------------- ----------- ------------ ------------------------ ------------------- -------------
INTERESTED DIRECTOR**
Marc O. Mayer, Class Three Each Fund: 1 Executive Vice President 66 None
1345 Avenue of (2006) and 4 months of Alliance Capital
the Americas, Management Corporation,
New York, NY 10105 the general partner of the
10/2/57 Adviser ("ACMC"), since
2001; prior thereto, Chief
Executive Officer of
Sanford C. Bernstein &
Co., LLC and its
predecessor since prior
to 2000.
DISINTERESTED DIRECTORS
Chairman of the Board
William H. Foulk, Jr.,#, Class Two AWDGF: 13 Investment adviser and 113 None
2 Sound View Drive (2008##) ACM VIII, independent consultant. He
Suite 100 AWDGF II: 12 was formerly Senior
Greenwich, CT AMA: 11 Manager of Barrett
06830 ACM I, IV, V, Associates, Inc., a
9/7/32 VII: 7 registered investment
ACMIF, adviser, with which he had
ANMIF and been associated since prior
ANYMIF: 3 to 2000. He was formerly
Deputy Comptroller and
Chief Investment Officer
of the State of New York
and, prior thereto, Chief
Investment Officer of the
New York Bank for Savings.
--------------------------------------------------------------------------------
* "Years of Service" refers to the total number of years served as a
Director.
** Mr. Mayer is an "interested person", as defined in Section 2(a)(19) of the
Investment Company Act of 1940, as amended (the "Act"), of each Fund due
to his position as Executive Vice President of ACMC.
# Member of the Audit Committee and the Governance and Nominating Committee
of each Fund.
## If elected or re-elected, as the case may be, at the Meeting.
5
Number of
Portfolios in
Alliance-
Bernstein
Year Principal Fund Other
Term as Occupation(s) Complex Directorships
Name, Address a Director Years of During Overseen by Held by
and Date of Birth Will Expire Service* Past 5 Years Director Director
--------------------- ----------- ------------ ------------------------ ------------------- -------------
Ruth Block,#,+ Class Three ACM I: 18 Formerly Executive Vice 94 None
500 SE Mizner Blvd., (2006) ACM IV, President and Chief
Boca Raton, FL 33432 V: 17 Insurance Officer of The
11/7/30 AWDGF: 13 Equitable Life Assurance
ACM VIII, Society of The United
AWDGF II: 12 States; Chairman and Chief
ACM VII, Executive Officer of Evlico;
AMA: 11 Director of Avon, BP (oil
ACMIF, and gas), Ecolab, Incorpor-
ANMIF and ated (specialty chemicals),
ANYMIF: 3 Tandem Financial Group
and Donaldson, Lufkin &
Jenrette Securities
Corporation; former
Governor at Large, National
Association of Securities
Dealers, Inc.
David H. Dievler,#, Class One ACM I: 18 Independent consultant. 98 None
P.O. Box 167, (ACM VIII, ACM IV, V: 17 Until December 1994 he
Spring Lake, NJ AWDGF, AWDGF: 13 was Senior Vice President
07762 AWDGF II ACM VIII, of ACMC responsible for
10/23/29 and AMA AWDGF II: 12 mutual fund administration.
2007) ACM VII, Prior to joining ACMC in
AMA:11 1984, he was Chief Finan-
Class Two ACMIF, cial Officer of Eberstadt
(ACM I, IV, ANMIF and Asset Management since
V and VII, ANYMIF: 3 1968. Prior to that, he was
ACMIF, a Senior Manager at Price
ANMIF and Waterhouse & Co. Member
ANYMIF of the American Institute
2008##) of Certified Public
Accountants since 1953.
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* "Years of Service" refers to the total number of years served as a
Director.
+ Ms. Block was an "interested person", as defined in the 1940 Act, until
October 21, 2004 by reason of her ownership of 116 American Depositary
Shares of AXA having a value of approximately $2,396 at that date. AXA is
a controlling person of ACMC. Ms. Block received shares of The Equitable
Companies Incorporated as part of the demutualization of the Equitable
Life Assurance Society of the United States, which were subsequently
converted through a corporate action into 116 American Depositary Shares
of AXA.
# Member of the Audit Committee and the Governance and Nominating Committee
of each Fund.
## If elected or re-elected, as the case may be, at the Meeting.
6
Number of
Portfolios in
Alliance-
Bernstein
Year Principal Fund Other
Term as Occupation(s) Complex Directorships
Name, Address a Director Years of During Overseen by Held by
and Date of Birth Will Expire Service* Past 5 Years Director Director
--------------------- ----------- ------------ ------------------------ ------------------- -------------
John H. Dobkin,#, Class One ACM I: 18 Consultant. Formerly 96 None
P.O. Box 12, (ACM I, ACM AWDGF: 13 President of Save Venice,
Annandale, NY IV, V and ACM VIII, Inc. (preservation organi-
12504 VII, ACMIF, AWDGF: II: 12 zation) from 2001-2002,
2/19/42 ANMIF and AMA: 9 Senior Adviser from June
ANYMIF ACM IV, V, 1999-June 2000 and
2007) VII: 7 President of Historic Hudson
ACMIF, Valley (historic preserva-
Class Two ANMIF and tion) from December 1989 -
(ACM VIII, ANYMIF: 3 May 1999. Previously,
AWDGF, Director of the National
AWDGF II Academy of Design and
and AMA during 1988-1992, Director
2008##) and Chairman of the Audit
Committee of ACMC.
Michael J. Downey,#, Class One Each Fund: 3 Consultant since January 66 Asia Pacific
c/o Alliance Capital (2007##) months 2004. Formerly managing Fund, Inc.,
Management L.P. partner of Lexington and the
1345 Avenue of the Capital, LLC (investment Merger Fund
Americas advisory firm) from 1997
New York, NY 10105 until December 2003.
1/26/44 Prior thereto, Chairman and
CEO of Prudential Mutual
Fund Management (1987-
1993).
Dr. James M. Hester,#, Class Two ACM I: 18 Formerly, President of The 11 None
25 Cleveland Lane (2008##) ACM IV, V: 17 Harry Frank Guggenheim
Princeton, NJ 08540 AWDGF: 13 Foundation, New York
4/19/24 ACM VIII, University and the New
AWDGF II: 12 York Botanical Garden,
ACM VII, Rector of the United
AMA: 9 Nations University and
ACMIF, Vice Chairman of the
ANMIF and Board of the Federal
ANYMIF: 3 Reserve Bank of New York.
--------------------------------------------------------------------------------
* "Years of Service" refers to the total number of years served as a
Director.
# Member of the Audit Committee and the Governance and Nominating Committee
of each Fund.
## If elected or re-elected, as the case may be, at the Meeting.
7
It is the policy of the Boards of Directors of all registered investment
companies to which the Adviser provides investment advisory services, including
the Funds (collectively, the "AllianceBernstein Fund Complex"), that each
Director will invest specified minimum amounts, and (in the case of most of the
Directors of the Funds) an overall total of at least $150,000, in shares of
investment companies in the AllianceBernstein Fund Complex.
The dollar range of the Funds' securities owned by each Director and the
aggregate dollar range of securities owned in the AllianceBernstein Fund Complex
is set forth below.
Dollar Range of Equity Aggregate Dollar Range of Equity
Securities in the Securities in the Funds in the
Funds as of AllianceBernstein Fund Complex as of
January 21, 2005 January 21, 2005
------------------------------------- ------------------------------------
Marc O. Mayer None $0 over $100,000
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: $10,001-$50,000
John H. Dobkin AWDGF II: $1-$10,000 over $100,000
AMA: $10,001-$50,000
Michael J. Downey ACM I $1-$10,000 $1-$10,000
William H. Foulk, Jr. ACM I: $10,001-$50,000 $50,001-$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
AWDGF II: $50,001-$100,000
AMA: $10,001-$50,000
ANYMIF: Over $100,000
As of January 21, 2005, 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 in 2004, the Board of Directors of ACM I met
13 times; of ACM IV met 11 times; of ACM V, 10 times; of ACM VII, 10 times; of
ACM VIII, 9 times; of AWDGF, 10 times; of AWDGF II, 11 times; of AMA, 11 times;
of ACMIF, 10 times; of ANMIF, 10 times; and of ANYMIF, 10 times. The Funds do
not have a policy that requires a Director to attend annual meetings of
stockholders.
8
Each Fund's Board of Directors has two standing committees, an Audit
Committee and a Governance and Nominating Committee. The members of the Audit
and the Governance and Nominating Committees are identified above in the table
listing Directors of the Funds. The Audit Committee of each Fund is established
in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934
(the "Exchange Act") and meets during the fiscal year for the purposes set forth
in the Audit Committee Charter. The members of the Audit Committee are
"independent" as required by applicable listing standards of the New York Stock
Exchange. The Audit Committee of each of the Funds met 3 times during its Fund's
most recently completed fiscal year. The Governance and Nominating Committee of
each of the Funds met 3 times during the Fund's most recently completed fiscal
year.
Each Fund's Board of Directors has adopted a charter for its Governance
and Nominating Committee, a copy of which may be found on the Adviser's website,
http://www.alliancebernstein.com (click on Investment Solutions/Mutual Funds/
Closed-End). Pursuant to the charter, the Governance and Nominating Committee
assists the Board of Directors in carrying out its responsibilities with respect
to governance of the Fund and identifies, evaluates and selects and nominates,
or recommends to the Board of Directors, candidates for the Board. It also may
set standards or qualifications for Directors. The Governance and Nominating
Committee may consider candidates as Directors submitted by current Directors,
the Fund's investment adviser, Fund stockholders and other appropriate sources.
The Governance and Nominating Committee will consider candidates submitted
by a stockholder or group of stockholders who have owned at least 5% of the
Fund's outstanding common stock for at least two years at the time of submission
and who timely provide specified information about the candidates and the
nominating stockholder or group. To be timely for consideration by the
Governance and Nominating Committee, the submission, including all required
information, must be submitted in writing to the attention of the Secretary at
the principal executive offices of the Fund not less than 120 days before the
date of the proxy statement for the previous year's annual meeting of
stockholders. The Governance and Nominating Committee will consider only one
candidate submitted by such a stockholder or group for nomination for election
at an annual meeting of stockholders. The Governance and Nominating Committee
will not consider self-nominated candidates.
The Governance and Nominating Committee will consider and evaluate
candidates submitted by stockholders on the basis of the same criteria as those
used to consider and evaluate candidates submitted from other sources. These
criteria include the candidate's relevant knowledge, experience, and expertise,
the candidate's ability to carry out his or her duties in the best interests of
the Fund and the candidate's ability to qualify as a disinterested Director.
Each Board of Directors has adopted a process for stockholders to send
communications to the Board. To communicate with the Board of Directors or an
individual Director of a Fund, a stockholder must send a written communication
to
9
that Fund's principal office at the address listed in the Notice of Joint
Annual Meeting of Stockholders accompanying this Proxy Statement, addressed to
the Board of Directors of that Fund or the individual Director. All stockholder
communications received in accordance with this process will be forwarded to the
Board of Directors or the individual Director.
None of the Funds pays any fees to, or reimburses expenses of, any
Director during a time when the Director is considered an "interested person" of
the Fund. The aggregate compensation paid by the Funds to the Directors during
the Funds' respective fiscal years ended in 2004, the aggregate compensation
paid to the Directors during calendar year 2004 by all of the investment
companies in the AllianceBernstein Fund Complex, and the total number of
investment companies in the AllianceBernstein Fund Complex as to which the
Directors are a director or trustee and the number of investment portfolios as
to which the Directors are directors or trustees, are set forth below. Neither
the Funds nor any other investment company in the AllianceBernstein Fund Complex
provides compensation in the form of pension or retirement benefits to any of
its directors or trustees.
Number of Number of
Investment Investment
Companies in the Portfolios within the
Compensation AllianceBernstein AllianceBernstein
from the Fund Complex, Fund Complex,
Compensation from AllianceBernstein including the including the
the Funds during Fund Complex, Funds, as to which Funds, as to which
their Fiscal Years including the the Director is a the Director is a
Name of Director ended in 2004 Funds, during 2004 Director or Trustee Director or Trustee
---------------- ------------------ ------------------ ------------------- --------------------
Marc O. Mayer $0 $0 38 66
Ruth Block $4,335 ACM I $223,200 41 94
$3,680 ACM IV
$3,696 ACM V
$3,762 ACM VII
$3,019 ACM VIII
$3,761 AWDGF
$4,654 AWDGF II
$3,019 AMA
$3,761 ACMIF
$3,761 ANMIF
$3,761 ANYMIF
David H. Dievler $4,332 ACM I $268,250 45 98
$3,665 ACM IV
$3,680 ACM V
$3,991 ACM VII
$2,998 ACM VIII
$3,740 AWDGF
$4,637 AWDGF II
$2,998 AMA
$3,740 ACMIF
$3,990 ANMIF
$3,740 ANYMIF
10
Number of Number of
Investment Investment
Companies in the Portfolios within the
Compensation AllianceBernstein AllianceBernstein
from the Fund Complex, Fund Complex,
Compensation from AllianceBernstein including the including the
the Funds during Fund Complex, Funds, as to which Funds, as to which
their Fiscal Years including the the Director is a the Director is a
Name of Director ended in 2004 Funds, during 2004 Director or Trustee Director or Trustee
---------------- ------------------ ------------------ ------------------- --------------------
John H. Dobkin $4,533 ACM I $252,900 43 96
$3,670 ACM IV
$3,685 ACM V
$3,749 ACM VII
$3,006 ACM VIII
$3,748 AWDGF
$4,649 AWDGF II
$3,006 AMA
$3,748 ACMIF
$3,748 ANMIF
$3,748 ANYMIF
Michael J. Downey $0 ACM I $0 38 66
$0 ACM IV
$0 ACM V
$0 ACM VII
$0 ACM VIII
$0 AWDGF
$0 AWDGF II
$0 AMA
$0 ACMIF
$0 ANMIF
$0 ANYMIF
William H. Foulk, Jr. $6,964 ACM I $465,250 49 113
$4,969 ACM IV
$4,983 ACM V
$5,332 ACM VII
$4,301 ACM VIII
$5,332 AWDGF
$4,920 AWDGF II
$4,301 AMA
$5,332 ACMIF
$5,332 ANMIF
$5,332 ANYMIF
Dr. James M. Hester $10,209 ACM I $112,300 11 11
$8,604 ACM IV
$8,650 ACM V
$9,105 ACM VII
$7,400 ACM VIII
$9,104 AWDGF
$9,667 AWDGF II
$7,401 AMA
$9,105 ACMIF
$9,106 ANMIF
$9,105 ANYMIF
The Board of Directors of each Fund unanimously recommends that the
stockholders of each Fund vote FOR the election or re-election, as the case may
be, of each Fund's foregoing nominees as fully described in this Proxy
Statement, to serve as a Director of the applicable Fund.
11
Other Information
Officers of the Funds
---------------------
Certain information concerning the Funds' officers is set forth below. The
Funds' officers are elected annually by the respective Board of Directors until
his or her successor is duly elected and qualifies.
Position(s) (Month and Principal Occupation
Name, Address and Date of Birth* Year First Elected) during the past 5 years
-------------------------------- ---------------------------------------- -----------------------------------
Marc O. Mayer President and Chief Executive See biography on page 5.
10/2/57 Officer, all Funds (11/03)
Philip L. Kirstein Senior Vice President and Senior Vice President and Independent
5/29/45 Independent Compliance Officer, Compliance Officer -- Mutual Funds of
all Funds (10/04) ACMC** with which he has been associated
since October 2004. Prior thereto, he
was Of Counsel to Kirkpatrick &
Lockhart, LLP from October 2003 to
October 2004, and General Counsel and
First Vice President of Merrill Lynch
Investment Managers, L.P. since prior to
2000 until March 2003.
Robert (Guy) B. Davidson III Senior Vice President, Senior Vice President of ACMC,** with
4/8/61 ACMIF (11/01) which he has been associated since prior
ANMIF (11/01) to 2000.
ANYMIF (11/01)
ACM VII (4/02)
Andrew M. Aran Vice President, Senior Vice President of ACMC,** with
4/27/57 ACMI (8/02) which he has been associated since prior
to 2000.
Thomas J. Bardong Vice President, Senior Vice President of ACMC,** with
4/28/45 AMA (4/95) which he has been associated since prior
to 2000.
Matthew D. W. Bloom Vice President, Senior Vice President of ACMC,** with
7/15/56 ACM V (4/01) which he has been associated since prior
to 2000.
Paul J. DeNoon Vice President, Senior Vice President of ACMC,** with
4/18/62 ACM I (3/93) which he has been associated since prior
ACM IV (9/94) to 2000.
ACM V (10/00)
ACM VIII (10/00)
AWDGF (12/92)
AWDGF II (4/94)
David M. Dowden Vice President, Senior Vice President of ACMC,** with
11/21/65 ACM VII (4/95) which he has been associated since 2000.
ACMIF (12/01)
ANMIF (12/01)
ANYMIF (12/01)
Terrance T. Hults Vice President, Senior Vice President of ACMC,** with
5/17/66 ACM VII (12/95) which he has been associated since prior
ACMIF (12/01) to 2000.
ANMIF (12/01)
ANYMIF (12/01)
12
Position(s) (Month and Principal Occupation
Name, Address and Date of Birth* Year First Elected) during the past 5 years
-------------------------------- ---------------------------------------- -----------------------------------
Thomas Kamp Vice President, Senior Vice President of ACMC,** with
8/11/61 AMA (4/03) which he has been associated since prior
to 2000.
James E. Kennedy, Jr. Vice President, Senior Vice President of ACMC,** with
5/24/60 ACM V (10/03) which he has been associated since prior
ACM VIII (11/03) to 2000.
John A. Koltes Vice President, Senior Vice President of ACMC,** with
6/16/42 AMA (9/94) which he has been associated since prior
to 2000.
Michael L. Mon Vice President, Vice President of ACMC,** with which he
3/2/69 ACM I (4/00) has been associated since prior to 2000.
ACM IV (7/99)
Daniel Nordby Vice President, Senior Vice President of ACMC,** with
4/27/44 AMA (4/99) which he has been associated since prior
to 2000.
William E. Oliver Vice President, Senior Vice President of ACMC,** with
9/21/49 ACM VII (6/93) which he has been associated since prior
to 2000.
Douglas J. Peebles Vice President, Executive Vice President of ACMC,**
8/10/65 ACM I (8/02) with which he has been associated since
ACM IV (8/02) prior to 2000.
Michael J. Reilly Vice President, Senior Vice President of ACMC,** with
6/3/64 AMA (9/94) which he has been associated since prior
to 2000.
Michael A. Snyder Vice President, Senior Vice President of ACMC** since
4/18/62 ACM I (8/02) May 2001. Previously, he was a Managing
Director in the high yield asset group of
Donaldson, Lufkin & Jenrette Corporation
since prior to 2000.
Kewjin Yuoh Vice President, Vice President of ACMC** since March
3/11/71 ACM I (11/03) 2003. Previously, he was a Vice President
of Credit Suisse Asset Management from 2000
to 2002 and Brundage, Story & Rose since prior
to 2000.
Mark D. Gersten Treasurer and Senior Vice President of Alliance Global
10/4/50 Chief Financial Officer, Investor Services, Inc. ("AGIS"),** and a
ACM I (2/94) Vice President of AllianceBernstein
ACM IV (6/88) Investment Research and Management, Inc.,
ACM V (7/88) with which he has been associated since prior
ACM VII (2/93) to 2000.
ACM VIII (9/93)
AWDGF (3/93)
AWDGF II (4/94)
AMA (9/94)
ACMIF (12/01)
ANMIF (12/01)
ANYMIF (12/01)
Vincent S. Noto Controller, Vice President of AGIS,** with which he
12/14/64 ACM I (4/01) has been associated since prior to 2000.
ACM IV (4/96)
ACM V (4/96)
ACM VIII (4/96)
AWDGF (4/96)
AWDGF II (4/96)
AMA (4/96)
13
Position(s) (Month and Principal Occupation
Name, Address and Date of Birth* Year First Elected) during the past 5 years
-------------------------------- ---------------------------------------- -----------------------------------
Thomas R. Manley Controller, Vice President of ACMC,** with which he
8/3/51 ACM VII (4/99) has been associated since prior to 2000.
ACMIF (12/01)
ANMIF (12/01)
ANYMIF (12/01)
Mark R. Manley Secretary, Senior Vice President, Deputy General
10/23/62 all Funds (11/03) Counsel and Chief Compliance Officer of
ACMC,** with which he has been associated
since prior to 2000.
--------------------------------------------------------------------------------
* The address for the Funds' officers is 1345 Avenue of the Americas, New
York, New York 10105.
** An affiliate of each of the Funds.
Audit Committee Report
----------------------
The following Audit Committee Report was adopted by the Audit Committee of
each of the Funds.
The Audit Committee operates pursuant to a written charter, a copy of
which may be found on the Adviser's website, http//www.alliancebernstein.com
(click on Investment Solutions/Mutual Funds/Closed-End). The purposes of the
Audit Committee are to (1) assist the Board of Directors in its oversight of (i)
the integrity of the Funds' financial statements and the independent audit
thereof; (ii) the Funds' compliance with legal and regulatory requirements;
(iii) the independent registered public accounting firm's ("Accounting Firm")
independence, qualifications and performance; and (iv) the Funds' compliance
with applicable laws by receiving reports from counsel who believe they have
credible evidence of a material violation of law by the Funds or by someone
owing a fiduciary or other duty to the Funds; and (2) to prepare this report. As
set forth in the Audit Committee Charter, management of each of the Funds is
responsible for the preparation, presentation and integrity of the Funds'
financial statements, the Funds' accounting and financial reporting principles
and internal controls and procedures designed to assure compliance with
accounting standards and applicable laws and regulations. The independent
Accounting Firm of each of the Funds is responsible for auditing the Funds'
financial statements and expressing an opinion as to their conformity with U.S.
generally accepted accounting principles.
In the performance of its oversight function, the Audit Committee has
considered and discussed the audited financial statements with management and
the independent Accounting Firm of each of the Funds. The Audit Committee has
also discussed with the independent Accounting Firm the matters required to be
discussed by Statement on Auditing Standards No. 61, Communication with Audit
Committees, as currently in effect. The Audit Committee has also considered
whether the provision of any non-audit services not pre-approved by the Audit
Committee provided by the Funds' independent Accounting Firm to the Adviser and
to any entity controlling, controlled by or under common control with the
14
Adviser that provides ongoing services to the Funds is compatible with
maintaining the auditors' independence. Finally, the Audit Committee has
received the written disclosures and the letter from the independent Accounting
Firm required by Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees, as currently in effect, and has discussed
with the auditors the auditors' independence.
The members of the Funds' Audit Committee are not full-time employees of
the Funds and are not performing the functions of auditors or accountants. As
such, it is not the duty or responsibility of the Audit Committee or its members
to conduct "field work" or other types of auditing or accounting reviews or
procedures or to set auditor independence standards. Members of the Audit
Committee necessarily rely on the information provided to them by management and
the independent auditors. Accordingly, the Audit Committee's considerations and
discussions referred to above do not assure that the audit of the Funds'
financial statements has been carried out in accordance with generally accepted
auditing standards, that the financial statements are presented in accordance
with auditing standards of the Public Company Accounting Oversight Board (U.S.)
or that the Funds' auditors 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
Committee referred to above and in the Audit Committee Charter, the Audit
Committee recommended to the Board of Directors of each of the Funds that the
audited financial statements of the Funds be included in the Funds' annual
report to stockholders for the most recent fiscal period.
Submitted by the Audit Committee of the Funds' Board of Directors
Ruth Block William H. Foulk, Jr.
David H. Dievler Dr. James M. Hester
John H. Dobkin
Michael J. Downey
Independent Accounting Firms'
-----------------------------
The Boards of Directors of each of the Funds at meetings held on December
14-16, 2004 (ACM I), June 15-17, 2004 (ACM IV, ACM V and ACM VIII), September
28-30, 2004 (ACM VII and AWDGF), March 16-18, 2004 (AWDGF II) and September
28-30, 2004 (ACMIF, ANMIF and ANYMIF), respectively, approved by the vote, cast
in person, of a majority of the Directors of each Fund, including a majority of
the Directors who are not "interested persons" of each Fund, Ernst & Young LLP,
independent Accounting Firm to audit the accounts of AWDGF II (for the fiscal
year ending March 31, 2005), ACM IV (July 31, 2005), ACM V (August 31, 2005),
ACM VIII (September 30, 2005), ACM VII (October 31, 2005), AWDGF (October 31,
2005), ACMIF (October 31, 2005), ANMIF (October 31, 2005), ANYMIF (October 31,
2005) and ACM I (December 31, 2005). The Board of Directors of AMA at a meeting
held on September 28-30, 2004 similarly approved by vote, cast in person, of a
majority of the Directors of
15
the Fund, including a majority of the Directors who are not "interested persons"
of the Fund, PricewaterhouseCoopers LLP, independent Accounting Firm, to audit
the accounts of AMA for its fiscal year ending September 30, 2005. In reliance
on Rule 32a-4 under the Act, the Funds are not seeking stockholder ratification
of the selection of their independent auditors.
Ernst & Young LLP has audited the accounts of ACM I, ACM IV, ACM VII, ACM
VIII, AWDGF, AWDGF II, ACMIF, ANMIF and ANYMIF since the respective dates of
their commencements of each of the Fund's 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 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. Representatives of Ernst & Young LLP and 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.
16
Independent Accounting Firms' Fees
----------------------------------
The following table sets forth the aggregate fees billed by the
independent Accounting Firm for each Fund's last two fiscal years for
professional services rendered for: (i) the audit of the Fund's annual financial
statements included in the Fund's annual reports to stockholders; (ii) assurance
and related services that are reasonably related to the performance of the audit
of the Fund's financial statements and are not reported under (i), which include
advice and education on accounting and auditing issues, quarterly press release
reviews and preferred stock maintenance testing (for those Funds that issue
preferred stock); (iii) tax compliance, tax advice and tax return preparation;
and (iv) aggregate non-audit services provided to the Fund, the Fund's Adviser
and entities that control, are controlled by or under common control with the
Adviser that provide ongoing services to the Fund ("Service Affiliates"), which
include conducting an annual internal control report pursuant to Statement on
Auditing Standards No. 70. No other services were provided to any Fund during
this period.
All Fees for
Non-Audit
Services
All Other Provided
Fees for to the Fund,
Audit Services the Advisor
Related Provided to and Service
Audit Fees Fees Tax Fees Fund Affiliates*
---------- ------- --------- ----------- ------------
ACM Income Fund, 2003 $55,000 $12,500 $18,000 $0 $ 929,765
Inc. 2004 $58,000 $10,030 $17,880 $0 $ 985,628
ACM Government Opportunity 2003 $44,000 $11,360 $17,500 $0 $ 719,375
Fund, Inc. 2004 $47,000 $ 9,544 $17,038 $0 $ 867,438
ACM Managed Income 2003 $49,000 $26,371 $17,521 $0 $ 882,657
Fund, Inc. 2004 $51,000 $22,535 $28,743 $0 $1,103,010
ACM Municipal Securities 2003 $44,000 $23,144 $13,100 $0 $ 728,443
Income Fund, Inc 2004 $47,000 $13,145 $21,213 $0 $1,136,090
ACM Managed Dollar Income 2003 $49,000 $ 9,750 $15,000 $0 $ 837,015
Fund, Inc. 2004 $51,000 $ 9,785 $24,804 $0 $1,236,321
Alliance World Dollar 2003 $51,000 $12,000 $15,500 $0 $ 939,765
Government Fund, Inc. 2004 $54,000 $11,890 $24,003 $0 $1,137,625
Alliance World Dollar 2003 $51,000 $ 8,500 $11,600 $0 $ 700,012
Government Fund II, Inc. 2004 $51,000 $13,125 $18,900 $0 $ 935,707
Alliance All-Market 2003 $41,000 $ 4,099 $24,610 $0 $ 778,268
Advantage Fund, Inc. 2004 $45,000 $ 2,514 $35,400 $0 $ 767,982
Alliance California Municipal 2003 $44,000 $23,144 $13,446 $0 $ 731,855
Income Fund, Inc. 2004 $47,000 $13,145 $19,020 $0 $1,133,897
Alliance National Municipal 2003 $44,000 $23,144 $13,446 $0 $ 731,855
Income Fund, Inc. 2004 $47,000 $13,145 $19,020 $0 $1,133,897
Alliance New York Municipal 2003 $44,000 $23,144 $13,446 $0 $ 731,855
Income Fund, Inc. 2004 $47,000 $13,145 $19,020 $0 $1,133,897
--------------------------------------------------------------------------------
* The fees vary because they are presented based on each Fund's last two
fiscal years and reflect fees for non-audit services for different
periods.
17
Beginning with audit and non-audit service contracts entered into on or
after May 6, 2003, the Funds' Audit Committee policies and procedures require
the pre-approval of all audit and non-audit services provided to the Fund by the
Funds' independent auditors. The Fund's Audit Committee policies and procedures
also require pre-approval of all audit and non-audit services provided to the
Adviser and Service Affiliates to the extent that these services are directly
related to the operations or financial reporting of the Fund. Accordingly, all
of the amounts in the table for Audit Fees, Audit-Related Fees and Tax Fees for
2004 are for services pre-approved by each Fund's Audit Committee. The amounts
of the Fees for Non-Audit Services provided to the Fund, the Adviser and Service
Affiliates in the table for each Fund that were subject to pre-approval by the
Audit Committee for 2004 were ACM I, $102,910 (comprising $85,030 of audit
related fees and $17,880 of tax fees); ACM IV, $276,582 (comprising $259,544 of
audit related fees and $17,038 of tax fees); ACM V, $301,278 (comprising
$272,535 of audit related fees and $28,743 of tax fees); ACM VII, $184,358
(comprising $163,145 of audit related fees and $21,213 of tax fees); ACM VIII,
$284,589 (comprising $259,785 of audit related fees and $24,804 of tax fees);
AWDGF, $185,893 (comprising $161,890 of audit related fees and $24,003 of tax
fees); AWDGF II, $394,025 (comprising $375,125 of audit related fees and $18,900
of tax fees); AMA, $37,914 (comprising $2,514 of audit related fees and $35,400
of tax fees); ACMIF, $182,165 (comprising $163,145 of audit related fees and
$19,020 of tax fees); ANMIF, $182,165 (comprising $163,145 of audit related fees
and $19,020 of tax fees); and ANYMIF, $182,165 (comprising $163,145 of audit
related fees and $19,020 of tax fees). The Audit Committee of the Funds has
considered whether the provision of any non-audit services not pre-approved by
the Audit Committee provided by the Funds' independent Accounting Firm to the
Adviser and Service Affiliates is compatible with maintaining the auditors'
independence.
INFORMATION AS TO THE INVESTMENT ADVISER
AND THE ADMINISTRATORS OF THE FUNDS
Each Fund's investment adviser is Alliance Capital Management L.P., 1345
Avenue of the Americas, New York, New York 10105. The administrator for ACM IV,
ACM VII, AWDGF, AWDGF II, AMA, ACMIF, ANMIF and ANYMIF is the Adviser.
Prudential Investments Fund Management LLC, Gateway Center Three, Newark, New
Jersey 07102, serves as sub-administrator for ACM VII. The administrator for ACM
I, ACM V and ACM VIII is Princeton Administrators, L.P., 500 College Road East,
Princeton, New Jersey 08540.
OTHER MATTERS
Management of each 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 matters properly come 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.
18
As of February 3, 2005, Aon Corporation and Combined Insurance Company of
America, each with an address of 200 East Randolph Street, Chicago, Illinois
60601, were believed by management of ACM IV to beneficially own an aggregate of
3,627,236 shares, or approximately 28.14%, 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 a Fund must be received by the Fund by October 25,
2005 for inclusion in the 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. In addition,
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 each Fund's Bylaws. In case of ACMIF, ANMIF and ANYMIF, to be
presented at the 2006 Annual Meeting of Stockholders, a stockholder proposal
that is not otherwise includable in the Proxy Statement for the 2006 Annual
Meeting must be delivered by a stockholder of record to the Fund no sooner than
October 25, 2005 and no later than November 24, 2005.
The persons named as proxies for the 2006 Annual Meeting of Stockholders
will, with respect to the proxies in effect at the meeting, have discretionary
authority to vote on any matter presented by a stockholder for action at that
meeting unless the Fund, except ACMIF, ANMIF or ANYMIF, receives notice of the
matter by January 8, 2005 (or such earlier date as may be specified by an
advance notice provision, if any, in the Fund's Bylaws), and in the case of
ACMIF, ANMIF and ANYMIF, receives notice of the matter no sooner than October
25, 2005 and no later than November 24, 2005. If a Fund receives such timely
notice, these persons will not have this authority except as provided in the
applicable rules of the Commission.
19
REPORTS TO STOCKHOLDERS
Each Fund will furnish each person to whom this Proxy Statement is
delivered with a copy of its latest annual report to stockholders and its
subsequent semi-annual report to stockholders, if any, upon request and without
charge. To request a copy, please call AllianceBernstein Investment Research and
Management at (800) 227-4618 or contact Dennis Bowden at Alliance Capital
Management L.P., 1345 Avenue of the Americas, New York, New York 10105.
By Order of the Boards of Directors,
Mark R. Manley
Secretary
New York, New York
February 22, 2005
20
TABLE OF CONTENTS Page
Introduction ............................................................. 1
Proposal One: Election of Directors ...................................... 3
Information as to the Investment
Adviser and the Administrators
of the Funds ......................................................... 18
Other Matters ............................................................ 18
Submission of Proposals for the
Next Annual Meeting
of Stockholders ...................................................... 19
Reports to Stockholders .................................................. 20
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.
Alliance California Municipal Income Fund, Inc.
Alliance National Municipal Income Fund, Inc.
Alliance New York Municipal Income Fund, Inc.
================================================================================
[LOGO]
AllianceBernstein(SM)
Investment Research and Management
================================================================================
NOTICE OF
JOINT ANNUAL MEETING
OF STOCKHOLDERS
AND PROXY STATEMENT
March 24, 2005
00250.0029 #541143
PROXY PROXY
ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC.
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON MARCH 24, 2005
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS OF THE CORPORATION
The undersigned stockholder of Alliance World Dollar Government Fund
II, Inc., a Maryland corporation (the "Corporation"), hereby appoints Carol H.
Rappa and Christina A. Morse, or either of them, as proxies for the undersigned,
with full power of substitution in each of them, to attend the Annual Meeting of
Stockholders of the Corporation (the "Annual Meeting") to be held at 11:00 a.m.,
Eastern Time, on March 24, 2005 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 Annual Meeting and accompanying Proxy Statement and revokes any
proxy heretofore given with respect to the Annual Meeting.
The Board of Directors knows of no reason why any of the nominees for
the Board of Directors would be unable to serve, but in the event any nominee is
unable to serve or for good cause will not serve, the proxies received
indicating a vote in favor of such nominee will be voted for a substitute
nominee as the Board of Directors may recommend.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY
THE UNDERSIGNED WILL BE CAST AS INSTRUCTED ON THE REVERSE SIDE HEREOF. IF THIS
PROXY IS PROPERLY EXECUTED BUT NO INSTRUCTION IS GIVEN, THE VOTES ENTITLED TO BE
CAST BY THE UNDERSIGNED WILL BE CAST "FOR" THE ELECTION OF THE NOMINEES REFERRED
TO IN PROPOSAL ONE AS DIRECTORS 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.
Please refer to the Proxy Statement for
a discussion of the Proposal.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF
AND RETURN THIS PROXY CARD PROMPTLY. YOU MAY USE THE ENCLOSED ENVELOPE.
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?
------------------------- -------------------------
------------------------- -------------------------
------------------------- -------------------------
ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC.
Your Board of Directors
urges you to vote "FOR" the
election of all Nominees.
Please mark votes as in this
example: /X/
WITHHOLD FOR ALL
1. Election of Directors FOR ALL FROM ALL EXCEPT AS
NOMINEES NOMINEES NOTED BELOW
/ / / / / /
Class One Nominee
(term expires 2007):
Michael J. Downey / /
Class Three Nominee
(terms expire 2008):
John H. Dobkin / /
William H. Foulk, Jr. / /
James M. Hester / /
2. To vote and otherwise represent the undersigned on any other matters
that may properly come before the Annual Meeting or any postponement or
adjournment thereof, in the discretion of the proxy holder(s).
Mark here for address change and note
at left / /
Please be sure to sign, date and
return this Proxy promptly. You
may use the enclosed envelope.
-------------------------------------
(Signature of Stockholder)
------------------------------------
(Signature of joint owner, if any)
Date __________, 2005
00250.0209 #549563