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
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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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/X/ No fee required
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and 0-11. (1) Title of each class of securities to which
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/_/ Fee paid previously with preliminary materials.
/_/ Check box if any part of the fee is offset as provided by
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[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 25, 2004
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 25, 2004 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 20, 2004:
1. To elect four Directors of each Fund, except ACMIF, ANMIF and ANYMIF,
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, for
ACMIF, ANMIF and ANYMIF, to elect three Directors, each such Director to hold
office for a term of three years 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 2, 2004 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 20, 2004
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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 25, 2004
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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 25, 2004 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
20, 2004.
The Board of Directors of each Fund has fixed the close of business on
January 2, 2004 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 2,
2004 consisted of 227,073,766 shares of common stock of ACM I, 12,851,628 shares
of common stock of ACM IV, 25,060,859 shares of common stock and 900 shares
1
of Remarketed Preferred Stock, Series A of ACM V, 11,085,944 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, 22,584,063 shares of common stock of ACM VIII,
8,890,052 shares of common stock of AWDGF, 67,648,715 shares of common stock of
AWDGF II, 3,644,115 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,
neither Ms. Block nor Dr. Hester, the preferred stock Directors for these Funds,
is standing for re-election at the Meeting because their terms do not expire
until 2006 and 2005, respectively.
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,
(i) 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 except
ACMIF, ANMIF and ANYMIF and (ii) proxies from the holders of common and
preferred stock of ACMIF, ANMIF and ANYMIF will be voted for the election of
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 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.
2
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 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 Mutual Fund Investor Connect, 60 East 42nd Street,
New York, New York 10165, to assist in soliciting proxies for the Meeting.
Mutual Fund Investor Connect will receive a total fee of $33,500 for its
services, to be paid by the Funds as follows: ACM I--$7,000, ACM IV--$2,000, ACM
V--$3,500, ACM VII--$2,000, ACM VIII--$2,000, AWDGF--$3,000, AWDGF II--$4,500,
AMA--$2,500, ACMIF--$2,000, ANMIF--$3,000 and ANYMIF--$2,000, 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, except ACMIF, ANMIF and ANYMIF, 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 One Directors will expire as of the Meeting,
the terms of Class Two Directors will expire as of the annual meeting of
stockholders to be held in 2005 and the terms of Class Three Directors will
expire as of the annual meeting of stockholders to be held in 2006. Upon
expiration of the terms of the Directors
3
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.
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 November 10, 2003, John D. Carifa resigned as Director of each of the
Funds. The Board of Directors of each Fund subsequently elected Marc O. Mayer as
Director of that Fund to fill the vacancy created by Mr. Carifa's resignation.
Under the Bylaws of each Fund except ACMIF, ANMIF and ANYMIF, Mr. Mayer must
stand for election at the Meeting, which is the first meeting of stockholders
after his election as Director by the Fund's Board of Directors.
At the Meeting, three Directors, John H. Dobkin, Clifford L. Michel and
Donald J. Robinson are standing for re-election in Class One of ACM I, ACM IV,
ACM V, ACM VII, ACMIF, ANMIF and ANYMIF, and three Directors, David H. Dievler,
Clifford L. Michel and Donald J. Robinson are standing for re-election in Class
One of ACM VIII, AWDGF, AWDGF II and AMA. In addition, Mr. Mayer is standing for
election in Class Three of each Fund, except ACMIF, ANMIF and ANYMIF. 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 Age Will Expire Service* Past 5 Years Director Director
------------- ----------- -------- ------------- ------------- -------------
INTERESTED DIRECTOR**
Marc O. Mayer, 46 Class Three Each Fund: Executive Vice President 68 None
1345 Avenue of the (ACM I, IV, 4 months of Alliance Capital
Americas, V, VII and Management Corporation,
New York, NY VIII, the general partner of the
10105 AWDGF, Adviser ("ACMC"), since
AWDGF II 2001; prior thereto, Chief
and AMA Executive Officer of
2006##) Sanford C. Bernstein & Co.,
LLC and its predecessor
Class Three since prior to 1999.
(ACMIF,
ANMIF and
ANYMIF
2006)
DISINTERESTED DIRECTORS
Chairman of the Board
William H. Foulk, Jr.,#, Class Two AWDGF: 12 Investment adviser and 116 None
71 (2006) ACM VIII, independent consultant.
2 Sound View Drive AWDGF II: 11 He was formerly Senior
Suite 100 AMA: 10 Manager of Barrett
Greenwich, CT ACM I, IV, V, Associates, Inc., a
06830 VII: 6 registered investment
ACMIF, adviser, with which he
ANMIF and had been associated since
ANYMIF: 2 prior to 1999. 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 the Director has
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 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 Age Will Expire Service* Past 5 Years Director Director
------------- ----------- -------- ------------- ------------- -------------
Ruth Block,#, Class Three ACM I: 17 Formerly Executive Vice 96 None
73 (2006) ACM IV, V: 16 President and Chief
500 SE Mizner Blvd., AWDGF: 12 Insurance Officer of The
Boca Raton, FL ACM VIII, Equitable Life Assurance
33432 AWDGF II: 11 Society of The United
ACM VII, States; Chairman and
AMA: 10 Chief Executive Officer of
ACMIF, Evlico; Director of Avon,
ANMIF and BP (oil and gas), Ecolab,
ANYMIF: 2 Incorporated (specialty
chemicals), Tandem
Financial Group and
Donaldson, Lufkin &
Jenrette Securities Corpor-
ation; former Governor at
Large, National Association
of Securities Dealers, Inc.
David H. Dievler,#, Class One ACM I: 17 Independent consultant. 100 None
74 (ACM VIII, ACM IV, V: 16 Until December 1994 he
P.O. Box 167, AWDGF, AWDGF: 12 was Senior Vice President
Spring Lake, NJ AWDGF II ACM VIII, of ACMC responsible for
07762 and AMA AWDGF II: 11 mutual fund administration.
2007##) ACM VII, Prior to joining ACMC in
AMA: 10 1984 he was Chief Finan-
Class Two ACMIF, cial Officer of Eberstadt
(ACM IV, ANMIF and Asset Management since
V and VII, ANYMIF: 2 1968. Prior to that, he was
ACMIF, Senior Manager at Price
ANMIF and Waterhouse & Co.
ANYMIF Member of the American
2005) Institute of Certified Public
Accountants since 1953.
John H. Dobkin,#, Class One ACM I: 17 Consultant. Formerly 98 None
62 (ACM I, IV, AWDGF: 12 President of Save Venice,
P.O. Box 12, V and VII, ACM VIII, Inc. (preservation organi-
Annandale, NY ACMIF, AWDGF II: 11 zation) from 2001-2002,
12504 ANMIF AMA: 10 Senior Adviser from June
and ACM IV, V, 1999-June 2000) and
ANYMIF VII: 6 President of Historic
2007##) ACMIF, Hudson Valley (historic
ANMIF and preservation) from Decem-
Class Two ANYMIF: 2 ber 1989 - May 1999.
(ACM VIII, Previously, Director of
AWDGF, the National Academy of
AWDGF II Design and during 1988-92,
and AMA Director and Chairman of
2005) the Audit Committee
of ACMC.
--------------------------------------------------------------------------------
* "Years of Service" refers to the total number of years the Director has
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 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 Age Will Expire Service* Past 5 Years Director Director
------------- ----------- -------- ------------- ------------- -------------
Dr. James M. Hester,#, Class Two ACM I: 17 President of The Harry 11 None
79 (2005) ACM IV, V: 16 Frank Guggenheim
25 Cleveland Lane AWDGF: 12 Foundation, with which he
Princeton, NJ ACM VIII, has been associated since
08540 AWDGF II: 11 prior to 1999. He was
ACM VII, formerly President of New
AMA: 10 York University and the
ACMIF, New York Botanical Garden,
ANMIF and Rector of the United Nations
ANYMIF: 2 University and Vice
Chairman of the Board of
the Federal Reserve Bank
of New York.
Clifford L. Michel,#, Class One ACM I: 17 Senior Counsel of the law 97 Placer Dome
64 (2007##) ACM IV, V: 16 firm of Cahill Gordon & Inc.
15 St. Bernard's Road AWDGF: 12 Reindel since February
Gladstone, NJ ACM VIII, 2001 and a partner of that
07934 AWDGF II: 11 firm for more than twenty-
ACM VII, five years prior thereto.
AMA: 10 He is President and Chief
ACMIF, Executive Officer of
ANMIF and Wenonah Development
ANYMIF: 2 Company (investments)
and a Director of Placer
Dome Inc. (mining).
Donald J. Robinson,#, Class One ACM I, IV, V, Senior Counsel to the law 96 None
69 (2007##) VII and VIII, firm of Orrick, Herrington
98 Hell's Peak Road AWDGF, & Sutcliffe LLP since prior
Weston, VT AWDGF II to 1999. Formerly a senior
05161 and AMA: 9 partner and a member of
ACMIF, the Executive Committee
ANMIF and of that firm. He was also a
ANYMIF: 2 member of the Municipal
Securities Rulemaking
Board and a Trustee of
the Museum of the City of
New York.
--------------------------------------------------------------------------------
* "Years of Service" refers to the total number of years the Director has
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 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
are 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
December 31, 2003 December 31, 2003
----------------------------------- ------------------------------------
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
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
ANYMIF: Over $100,000
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
8
As of January 2, 2004, 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 2003, the Board of Directors of ACM I met
12 times; of ACM IV met 9 times; of ACM V, 9 times; of ACM VII, 8 times; of ACM
VIII, 9 times; of AWDGF, 7 times; of AWDGF II, 7 times; of AMA, 9 times; of
ACMIF, 7 times; of ANMIF, 7 times; and of ANYMIF, 7 times. The Funds do not have
a policy that requires a Director to attend annual meetings of stockholders, and
no Director attended the Funds' prior year's annual meeting of stockholders.
Each Fund's Board of Directors has two standing committees, 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 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 4 times during its Fund's most recently completed
fiscal year. The Nominating Committee of each of the Funds except ACM I did not
meet during the Funds' respective most recently completed fiscal year. The
Nominating Committee of ACM I met once during the Fund's most recently completed
fiscal year.
Each Fund's Board of Directors has recently adopted a charter for its
Nominating Committee, a copy of which is attached as Exhibit A. Pursuant to the
charter, the Nominating Committee 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 Nominating Committee
may consider candidates as Directors submitted by current Directors, the Fund's
investment adviser, Fund stockholders and other appropriate sources.
The 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 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 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 Nominating
Committee will not consider self-nominated candidates.
9
The 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. A detailed
description of the criteria used by the Nominating Committee as well as
information required to be provided by stockholders submitting candidates for
consideration by the Nominating Committee are included in Exhibit A.
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 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 2003, the aggregate compensation
paid to the Directors during calendar year 2003 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.
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 2003 Funds, during 2003 Director or Trustee Director or Trustee
---------------- ------------------ ------------------ ------------------- ---------------------
Marc O. Mayer $-0 $-0 40 68
Ruth Block $4,102 ACM I $205,550 43 96
$3,832 ACM IV
$3,332 ACM V
$4,590 ACM VII
$4,590 ACM VIII
$3,760 AWDGF
$3,869 AWDGF II
$4,882 AMA
$3,760 ACMIF
$3,760 ANMIF
$3,760 ANYMIF
David H. Dievler $4,077 ACM I $264,400 47 100
$3,817 ACM IV
$3,308 ACM V
$5,065 ACM VII
$4,565 ACM VIII
$3,735 AWDGF
$3,862 AWDGF II
$4,857 AMA
$3,985 ACMIF
$4,735 ANMIF
$3,985 ANYMIF
John H. Dobkin $4,092 ACM I $234,550 45 98
$3,832 ACM IV
$3,323 ACM V
$4,580 ACM VII
$4,580 ACM VIII
$3,750 AWDGF
$3,868 AWDGF II
$4,872 AMA
$3,750 ACMIF
$3,750 ANMIF
$3,750 ANYMIF
William H. Foulk, Jr. $4,082 ACM I $248,650 50 116
$3,821 ACM IV
$3,312 ACM V
$4,570 ACM VII
$4,570 ACM VIII
$3,740 AWDGF
$3,862 AWDGF II
$4,862 AMA
$3,740 ACMIF
$3,740 ANMIF
$3,740 ANYMIF
11
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 2003 Funds, during 2003 Director or Trustee Director or Trustee
---------------- ------------------ ------------------ ------------------- ---------------------
Dr. James M. Hester $8,773 ACM I $98,000 11 11
$8,224 ACM IV
$7,682 ACM V
$9,932 ACM VII
$9,932 ACM VIII
$8,182 AWDGF
$8,224 AWDGF II
$10,930 AMA
$8,182 ACMIF
$8,182 ANMIF
$8,182 ANYMIF
Clifford L. Michel $4,088 ACM I $209,550 44 97
$3,818 ACM IV
$3,318 ACM V
$5,076 ACM VII
$4,576 ACM VIII
$3,746 AWDGF
$3,859 AWDGF II
$4,868 AMA
$3,996 ACMIF
$4,746 ANMIF
$3,996 ANYMIF
Donald J. Robinson $4,092 ACM I $205,347 43 96
$3,833 ACM IV
$3,323 ACM V
$4,580 ACM VII
$4,580 ACM VIII
$3,750 AWDGF
$3,869 AWDGF II
$4,872 AMA
$3,750 ACMIF
$3,750 ANMIF
$3,750 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.
12
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 Age* Year First Elected) during the past 5 years
------------------------ ---------------------- ----------------------------------
Marc O. Mayer (46) President, See biography on page 5.
all Funds (11/03)
Kathleen A. Corbet (44) Senior Vice President, Executive Vice President of ACMC,**
ACM I, IV (4/96) with which she has been associated
ACM V (4/00) since prior to 1999.
ACM VII (4/95)
ACM VIII (6/95)
AWDGF (6/95)
AWDGF II (6/95)
AMA (9/94)
ACMIF (11/01)
ANMIF (11/01)
ANYMIF (11/01)
Robert B. Davidson III (42) Senior Vice President, Senior Vice President of ACMC,**
ACMIF (11/01) with which he has been associated
ANMIF (11/01) since prior to 1999.
ANYMIF (11/01)
Andrew M. Aran (46) Vice President, Senior Vice President of ACMC,**
ACM I (8/02) with which he has been associated
since prior to 1999.
Thomas J. Bardong (58) Vice President, Senior Vice President of ACMC,**
AMA (4/95) with which he has been associated
since prior to 1999.
Matthew D. W. Bloom (47) Vice President, Senior Vice President of ACMC,**
ACM V (4/01) with which he has been associated
since prior to 1999.
Paul J. DeNoon (41) Vice President, Senior Vice President of ACMC,**
ACM I (3/93) with which he has been associated
ACM IV (9/94) since prior to 1999.
ACM V (10/00)
ACM VIII (10/00)
AWDGF (12/92)
AWDGF II (4/94)
David M. Dowden (38) Vice President, Senior Vice President of ACMC,**
ACM VII (4/95) with which he has been associated
ACMIF (12/01) since 1999.
ANMIF (12/01)
ANYMIF (12/01)
Terrance T. Hults (37) Vice President, Senior Vice President of ACMC,**
ACM VII (12/95) with which he has been associated
ACMIF (12/01) since prior to 1999.
ANMIF (12/01)
ANYMIF (12/01)
--------------------------------------------------------------------------------
* The address for the Funds' officers is 1345 Avenue of the Americas, New
York, New York 10105.
** An affiliate of each of the Funds.
13
Position(s) (Month and Principal Occupation
Name, Address and Age* Year First Elected) during the past 5 years
------------------------ ---------------------- ----------------------------------
Thomas Kamp (42) Vice President, Senior Vice President of ACMC,**
AMA (4/03) with which he has been associated
since prior to 1999.
James E. Kennedy, Jr. (43) Vice President, Senior Vice President of ACMC,**
ACM V (10/03) with which he has been associated
ACM VIII (11/03) since prior to 1999.
John A. Koltes (61) Vice President, Senior Vice President of ACMC,**
AMA (9/94) with which he has been associated
since prior to 1999.
Michael L. Mon (34) Vice President, Vice President of ACMC,** with
ACM I (4/00) which he has been associated since
ACM IV (7/99) June 1999. Prior thereto he was a
portfolio manager at Brundage, Story
and Rose since prior to 1999.
Daniel Nordby (59) Vice President, Senior Vice President of ACMC,**
AMA (4/99) with which he has been associated
since prior to 1999.
William E. Oliver (54) Vice President, Senior Vice President of ACMC,**
ACM VII (6/93) with which he has been associated
since prior to 1999.
Douglas J. Peebles (38) Vice President, Senior Vice President of ACMC,**
ACM I (8/02) with which he has been associated
ACM IV (8/02) since prior to 1999.
Michael J. Reilly (39) Vice President, Senior Vice President of ACMC,**
AMA (9/94) with which he has been associated
since prior to 1999.
Michael A. Snyder (41) Vice President, A Senior Vice President of ACMC**
ACM I (8/02) since May 2001. Previously, he was
a Managing Director in the high
yield asset group of Donaldson, Lufkin
& Jenrette Corporation since prior to 1999.
Kewjin Yuoh (32) Vice President, Vice President of ACMC** since
ACM I (11/03) March 2003. Previously, he was a Vice
President of Credit Suisse Asset Management
from 2000 to 2002 and a Vice President
of Brundage, Story & Rose since prior
to 1999.
Mark D. Gersten (53) Treasurer and Senior Vice President of Alliance
Chief Financial Officer, Global Investor Services, Inc.
ACM I (2/94) ("AGIS"),** and a Vice President of
ACM IV (6/88) AllianceBernstein Investment
ACM V (7/88) Research and Management, Inc.,** with
ACM VII (2/93) which he has been associated since
ACM VIII (9/93) prior to 1999.
AWDGF (3/93)
AWDGF II (4/94)
AMA (9/94)
ACMIF (12/01)
ANMIF (12/01)
ANYMIF (12/01)
--------------------------------------------------------------------------------
* The address for the Funds' officers is 1345 Avenue of the Americas, New
York, New York 10105.
** An affiliate of each of the Funds.
14
Position(s) (Month and Principal Occupation
Name, Address and Age* Year First Elected) during the past 5 years
------------------------ ---------------------- ----------------------------------
Vincent S. Noto (39) Controller, Vice President of AGIS,** with which
ACM I (4/01) he has been associated since prior
ACM IV (4/96) to 1999.
ACM V (4/96)
ACM VII (4/96)
AWDGF (4/96)
AWDGF II (4/96)
AMA (4/96)
Thomas R. Manley (52) Controller, Vice President of ACMC,** with
ACM VII (4/99) which he has been associated since
ACMIF (12/01) prior to 1999.
ANMIF (12/01)
ANYMIF (12/01)
Mark R. Manley (41) Secretary, Senior Vice President and Acting
all Funds (11/03) General Counsel of ACMC,** with
which he has been associated since
prior to 1999.
--------------------------------------------------------------------------------
* 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 Fund.
The Audit Committee operates pursuant to a written charter that was last
amended and restated by the Fund's Board of Directors in February 2004, a copy
of which is attached as Exhibit B to this Proxy Statement. The purposes of the
Audit Committee are to (1) assist the Board of Directors in its oversight of (i)
the integrity of the Fund's financial statements and the independent audit
thereof; (ii) the Fund's compliance with legal and regulatory requirements;
(iii) the independent auditors' independence, qualifications and performance;
and (iv) the Fund's compliance with applicable laws by receiving reports from
counsel who believe they have credible evidence of a material violation of law
by the Fund or by someone owing a fiduciary or other duty to the Fund; and (2)
to prepare this report. As set forth in the Audit Committee Charter, management
of the 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
auditors are responsible for auditing the Fund's financial statements and
expressing an opinion as to their conformity with 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 auditors of the Fund. The Audit Committee has also discussed
with the independent auditors 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
15
non-audit services not pre-approved by the Audit Committee provided by the
Fund's independent auditors to the Adviser and to any entity controlling,
controlled by or under common control with the Adviser that provides ongoing
services to the Fund is compatible with maintaining the auditors' independence.
Finally, the Audit Committee has received the written disclosures and the letter
from the independent auditors 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 Fund's Audit Committee are not full-time employees
of the Fund 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 Fund's
financial statements has 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 Fund's 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 the Fund that the audited
financial statements of the Fund be included in the Fund's annual report to
stockholders for the most recent fiscal period.
Submitted by the Audit Committee of the Fund's Board 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 Auditors
The Boards of Directors of each of the Funds at meetings held on November
11, 2003 (ACM I), July 23, 2003 (ACM IV, ACM V and ACM VIII), September 13, 2003
(ACM VII and AWDGF), January 22, 2003 (AWDGF II) and September 13, 2003 (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
auditors to audit the accounts of AWDGF II (for the fiscal year ending March 31,
2004), ACM IV (July 31, 2004), ACM V (August 31, 2004), ACM VIII (September 30,
2004), ACM VII (October 31, 2004), AWDGF (October 31, 2004), ACMIF (October 31,
2004), ANMIF (October 31, 2004), ANYMIF (October 31, 2004) and ACM I (December
31, 2004). The Board of Directors of
16
AMA at a meeting held on July 23, 2003 similarly approved by vote, cast in
person, of a majority of the Directors of the Fund, including a majority of the
Directors who are not "interested persons" of the Fund, PricewaterhouseCoopers
LLP, independent auditors, to audit the accounts of AMA for its fiscal year
ending September 30, 2004. 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.
Independent Auditors' Fees
The following table sets forth the aggregate fees billed by the
independent auditors 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.
17
All Fees for
Non-Audit
Services
Provided
to the Fund,
Audit the Adviser
Related and Service
Audit Fees Fees Tax Fees Affiliates*
---------- ---------- ---------- -----------
ACM Income 2002 $ 48,000 $ 11,746 $ 17,000 $ 595,746
Fund, Inc. 2003 $ 55,000 $ 12,500 $ 18,000 $ 929,765
ACM Government 2002 $ 40,000 $ 10,917 $ 16,500 $ 893,013
Opportunity Fund, Inc. 2003 $ 44,000 $ 11,360 $ 17,500 $ 719,375
ACM Managed Income 2002 $ 43,000 $ 21,950 $ 16,943 $ 792,054
Fund, Inc. 2003 $ 49,000 $ 26,371 $ 17,521 $ 882,657
ACM Municipal Securities 2002 $ 40,000 $ 20,282 $ 13,500 $ 696,143
Income Fund, Inc 2003 $ 44,000 $ 20,078 $ 13,100 $ 728,443
ACM Managed Dollar 2002 $ 48,000 $ 6,575 $ 13,518 $ 784,754
Income Fund, Inc. 2003 $ 49,000 $ 9,750 $ 15,000 $ 837,015
Alliance World Dollar 2002 $ 48,000 $ 7,950 $ 16,992 $ 687,303
Government Fund, Inc. 2003 $ 51,000 $ 12,000 $ 15,500 $ 939,765
Alliance World Dollar 2002 $ 48,000 $ 9,100 $ 17,069 $ 865,155
Government Fund II, Inc. 2003 $ 51,000 $ 8,500 $ 11,600 $ 700,012
Alliance All-Market 2002 $ 38,000 $ 3,334 $ 19,901 $1,142,899
Advantage Fund, Inc. 2003 $ 41,000 $ 2,329 $ 20,750 $ 733,266
Alliance California Municipal 2002 $ 22,500 $ 20,000 $ 6,000 $ 688,361
Income Fund, Inc. 2003 $ 44,000 $ 23,144 $ 13,446 $ 731,855
Alliance National Municipal 2002 $ 22,500 $ 20,000 $ 6,000 $ 688,361
Income Fund, Inc. 2003 $ 44,000 $ 23,144 $ 13,446 $ 731,855
Alliance New York Municipal 2002 $ 22,500 $ 20,000 $ 4,000 $ 688,361
Income Fund, Inc. 2003 $ 44,000 $ 23,144 $ 13,446 $ 731,855
--------------------------------------------------------------------------------
* 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.
Beginning with audit and non-audit service contracts entered into on or
after May 6, 2003, the Fund's Audit Committee policies and procedures require
the pre-approval of all audit and non-audit services provided to the Fund by the
Fund's 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
2003 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 2003 were ACM I, $392,500 (comprising $374,500 of audit
related fees and $18,000 of tax fees); ACM IV, $315,860 (comprising $298,360 of
audit related fees and $17,500 of tax fees); ACM V, $330,892 (comprising
$313,371 of audit related fees and $17,521 of tax fees); ACM VII, $203,178
(comprising $190,078 of audit related fees and $13,100 of tax fees); ACM VIII,
$311,750 (comprising $296,750 of audit related fees and $15,000 of tax fees);
AWDGF, $414,500
18
(comprising $399,000 of audit related fees and $15,500 of tax fees); AWDGF II,
$170,100 (comprising $158,500 of audit related fees and $11,600 of tax fees);
AMA, $23,079 (comprising $2,329 of audit related fees and $20,750 of tax fees);
ACMIF, $206,590 (comprising $193,144 of audit related fees and $13,446 of tax
fees); ANMIF, $206,590 (comprising $193,144 of audit related fees and $13,446 of
tax fees); and ANYMIF, $206,590 (comprising $193,144 of audit related fees and
$13,466 of tax fees). The Audit Committee of the Fund has considered whether the
provision of any non-audit services not pre-approved by the Audit Committee
provided by the Fund's independent auditors 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 is UBS Global Asset Management, with principal offices at 51 West 52nd Street,
New York, New York 10019. 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 each Fund and
the Directors of ACMC, among others, file with the Commission and the New York
Stock Exchange initial reports of ownership and reports of changes in ownership
of shares of the Funds. For the fiscal year ended 2003, an initial report of
beneficial ownership of securities on Form 3 was inadvertently filed late on
behalf of James E. Kennedy, Jr., a Vice President of ACM V.
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.
As of January 21, 2004, 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
4,015,436 shares, or approximately 31.34%, of the outstanding common stock of
ACM IV.
19
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,
2004 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 2005 Annual Meeting of Stockholders, a stockholder proposal
that is not otherwise includable in the Proxy Statement for the 2005 Annual
Meeting must be delivered by a stockholder of record to the Fund no sooner than
October 25, 2004 and no later than November 23, 2004.
The persons named as proxies for the 2005 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 6, 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, 2004 and no later than November 23, 2004. If a 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
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 and Research
Management at (800) 227-4618 or contact 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,
Mark R. Manley
Secretary
February 20, 2004
New York, New York
20
Exhibit A
Nominating Committee Charter
(Adopted as of February 12, 2004)
The Board of Directors (each a "Board") of each of the registered
investment companies listed in Appendix A hereto (each a "Fund" and,
collectively, the "Funds"), as the same may be periodically updated, has adopted
this Charter to govern the activities of the Nominating Committee (the
"Committee") of its Board. This Charter applies separately to each Fund and its
Board and Committee, and shall be interpreted accordingly.
Statement of Purposes and Responsibilities
The primary purposes and responsibilities of the Committee are (i) to
identify individuals qualified to become members of the Board in the event that
a position is vacated or created, (ii) to consider all candidates proposed to
become members of the Board, subject to the procedures and policies set forth in
this Charter, the Fund's Bylaws or resolutions of the Board, (iii) to select and
nominate, or recommend for nomination by the Board, candidates for election as
Directors and (iv) to set any necessary standards or qualifications for service
on the Board.
Organization and Governance
The Committee shall be composed of as many Directors as the Board shall
determine in accordance with the Fund's Bylaws, but in any event not less than
two Directors. The Committee must consist entirely of Board members
("Independent Directors") who are not "interested persons" of the Fund, as
defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended.
The Board may remove or replace any member of the Committee at any time in its
sole discretion.
One or more members of the Committee may be designated by the Board as the
Committee's chairman or co-chairman, as the case may be.
The Committee will not have regularly scheduled meetings. Committee
meetings shall be held in accordance with the Fund's Bylaws as and when the
Committee or the Board determines necessary or appropriate. Except as may be
otherwise set forth in the Fund's Bylaws, the chairman, a co-chairman or any two
members of the Committee may set the time and place of its meeting unless the
Board shall otherwise provide.
Criteria for Director Nominees
The Committee may take into account a wide variety of criteria in
considering Director candidates, including (but not limited to): (i) the
candidate's knowledge in matters relating to the investment company industry;
(ii) any experience possessed by the candidate as a director or senior officer
of other public companies; (iii) the candidate's educational background; (iv)
the candidate's reputation for high ethical standards and personal and
professional integrity; (v) any specific
21
financial, technical or other expertise possessed by the candidate, and the
extent to which such expertise would complement the Board's existing mix of
skills and qualifications; (vi) the candidate's perceived ability to contribute
to the ongoing functions of the Board, including the candidate's ability and
commitment to attend meetings regularly, work collaboratively with other members
of the Board and carry out his or her duties in the best interests of the Fund;
(vii) the candidate's ability to qualify as an Independent Director for purposes
of the Investment Company Act of 1940, as amended; and (viii) such other
criteria as the Nominating Committee determines to be relevant in light of the
existing composition of the Board and any anticipated vacancies or other
factors. It is the Board's policy that Directors of the Fund normally may not
serve in a similar capacity on the board of a registered investment company that
is not sponsored by the Fund's investment adviser or its affiliates.
Identification of Nominees
In identifying potential nominees for the Board, the Committee may
consider candidates recommended by one or more of the following sources: (i) the
Fund's current Directors, (ii) the Fund's officers, (iii) the Fund's investment
adviser(s), (iv) the Fund's stockholders (see below) and (v) any other source
the Committee deems to be appropriate. The Committee will not consider
self-nominated candidates. The Committee may, but is not required to, retain a
third party search firm at the Fund's expense to identify potential candidates.
Consideration of Candidates Recommended by Stockholders
The Committee will consider and evaluate nominee candidates properly
submitted by stockholders on the basis of the same criteria used to consider and
evaluate candidates recommended by other sources. Nominee candidates proposed by
stockholders will be properly submitted for consideration by the Committee only
if the qualifications and procedures set forth in Appendix B of this Charter, as
it may be amended from time to time by the Committee or the Board, are met and
followed (recommendations not properly submitted will not be considered by the
Committee).
22
Appendix A
Funds
(As of February 12, 2004)
ALLIANCE ALL-MARKET ADVANTAGE FUND, INC.
ACM INCOME FUND, INC.
ACM GOVERNMENT OPPORTUNITY FUND, INC.
ACM MANAGED DOLLAR INCOME FUND, INC.
ACM MANAGED INCOME FUND, INC.
ACM MUNICIPAL SECURITIES INCOME FUND, INC.
ALLIANCE CALIFORNIA MUNICIPAL INCOME FUND, INC.
ALLIANCE NATIONAL MUNICIPAL INCOME FUND, INC.
ALLIANCE NEW YORK MUNICIPAL INCOME FUND, INC.
ALLIANCE WORLD DOLLAR GOVERNMENT FUND, INC.
ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC.
23
Appendix B
Procedures for the Nominating Committee's Consideration of
Candidates Submitted by Stockholders
(As of February 12, 2004)
A candidate for nomination as a Director submitted by a stockholder will
not be deemed to be properly submitted to the Committee for the Committee's
consideration unless the following qualifications have been met and procedures
followed:
1. A stockholder or group of stockholders (referred to in either case
as a "Nominating Stockholder") that, individually or as a group, has
beneficially owned at least 5% of the Fund's common stock for at
least two years prior to the date the Nominating Stockholder submits
a candidate for nomination as a Director may submit one candidate to
the Committee for consideration at an annual meeting of
stockholders.
2. The Nominating Stockholder must submit any such recommendation (a
"Stockholder Recommendation") in writing to the Fund, to the
attention of the Secretary, at the address of the principal
executive offices of the Fund.
3. The Stockholder Recommendation must be delivered to or mailed and
received at the principal executive offices of the Fund not less
than 120 calendar days before the date of the Fund's proxy statement
released to stockholders in connection with the previous year's
annual meeting.
4. The Stockholder Recommendation must include: (i) a statement in
writing setting forth (A) the name, date of birth, business address
and residence address of the person recommended by the Nominating
Stockholder (the "candidate"); (B) any position or business
relationship of the candidate, currently or within the preceding
five years, with the Nominating Stockholder or an Associated Person
of the Nominating Stockholder (as defined below); (C) the class or
series and number of all shares of the Fund owned of record or
beneficially by the candidate, as reported to such Nominating
Stockholder by the candidate; (D) any other information regarding
the candidate that is required to be disclosed about a nominee in a
proxy statement or other filing required to be made in connection
with the solicitation of proxies for election of Directors pursuant
to Section 20 of the Investment Company Act of 1940, as amended (the
"1940 Act") and the rules and regulations promulgated thereunder;
(E) whether the Nominating Stockholder believes that the candidate
is or will be an "interested person" of the Fund (as defined in the
1940 Act) and, if believed not to be an "interested person,"
information regarding the candidate that will be sufficient for the
Fund to make such determination; and (F) information as to the
candidate's knowledge of the investment company industry, experience
as a director or senior officer of public companies, directorships
on the boards of other registered investment companies and
educational
24
background; (ii) the written and signed consent of the candidate to
be named as a nominee and to serve as a Director if elected; (iii)
the written and signed agreement of the candidate to complete a
directors' and officers' questionnaire if elected; (iv) the
Nominating Stockholder's consent to be named as such by the Fund;
(v) the class or series and number of all shares of the Fund owned
beneficially and of record by the Nominating Stockholder and any
Associated Person of the Nominating Stockholder and the dates on
which such shares were acquired, specifying the number of shares
owned beneficially but not of record by each, and stating the names
of each as they appear on the Fund's record books and the names of
any nominee holders for each; and (vi) a description of all
arrangements or understandings between the Nominating Stockholder,
the candidate and/or any other person or persons (including their
names) pursuant to which the recommendation is being made by the
Nominating Stockholder. "Associated Person of the Nominating
Stockholder" as used in this paragraph 4 means any person required
to be identified pursuant to clause (vi) and any other person
controlling, controlled by or under common control with, directly or
indirectly, (a) the Nominating Stockholder or (b) any person
required to be identified pursuant to clause (vi).
5. The Committee may require the Nominating Stockholder to furnish such
other information as it may reasonably require or deem necessary to
verify any information furnished pursuant to paragraph 4 above or to
determine the qualifications and eligibility of the candidate
proposed by the Nominating Stockholder to serve on the Board. If the
Nominating Stockholder fails to provide such other information in
writing within seven days of receipt of written request from the
Committee, the recommendation of such candidate as a nominee will be
deemed not properly submitted for consideration, and will not be
considered, by the Committee.
25
Exhibit B
AUDIT COMMITTEE CHARTER
I. Committee Membership:
The Audit Committee shall be composed of at least three directors and
shall satisfy the independence requirements of Rule 10A-3 under the
Securities Exchange Act of 1934 (the "1934 Act").(1) The terms "directors"
and "Board of Directors" shall mean "trustees" and "Trustees" in the case
of Companies that are organized as trusts.
The Board of Directors (the "Board") shall determine that each Audit
Committee member is "financially literate," and that one member of the
Audit Committee has "accounting or related financial management
expertise," as such qualifications are interpreted by the Board in its
business judgment, and whether any member of the Audit Committee is an
"audit committee financial expert," as defined by the Securities and
Exchange Commission (the "SEC"). If the Board has determined that a member
of the Audit Committee is an audit committee financial expert, it may
presume that such member has accounting or related financial management
expertise.
No director may serve as a member of the Audit Committee if such director
serves on the audit committees of more than two other public companies
unless the Board determines that such simultaneous service would not
impair the ability of such director to serve effectively on the Audit
Committee. The Board has determined that service on the Audit Committee of
the Company and the audit committees of any other registered investment
company in the Alliance Complex should be considered service on a single
public company audit committee for purpose of the three-audit committee
limitation.
Members of the Audit Committee shall be appointed by the Board and shall
serve at the pleasure of the Board and for such term or terms as the Board
may determine. The Audit Committee shall designate one member of the Audit
Committee as its chairman.
--------------------------------------------------------------------------------
(1) In order to satisfy Rule 10A-3 of the 1934 Act, a member of the Audit
Committee may not (1) accept directly or indirectly any consulting,
advisory or other compensatory fee from the Company other than (a)
director's fees and (b) any other regular benefits that other directors
receive, or (2) be an "interested person" of the Company as such term is
defined in section 2(a)(19) of the Investment Company Act of 1940.
26
II. Committee Purposes:
The purposes of the Audit Committee are to:
1. assist the Board in its oversight of:
(i) the integrity of Company's financial statements and the
independent audit thereof;
(ii) the Company's compliance with legal and regulatory
requirements;
(iii) the independence, qualifications and performance of the
independent accountants; and
(iv) the Company's compliance with applicable laws by receiving
reports from counsel who believe they have credible evidence
of a material violation of law by the Company or by someone
owing a fiduciary or other duty to the Company (or that such a
violation is occurring or is about to occur), including
reports made pursuant to the SEC's Standards of Professional
Conduct for Attorneys.
2. prepare an audit committee report for inclusion in the Company's
annual proxy statement, if such proxy statement is required by
applicable SEC rules.
The function of the Audit Committee is oversight. The management of the
Company, including contractually obligated service providers, are
responsible for the preparation, presentation and integrity of the
Company's financial statements. Management and applicable service
providers are responsible for maintaining appropriate accounting and
financial reporting principles and policies and internal control over
financial reporting and other procedures that provide for compliance with
accounting standards and applicable laws and regulations. The independent
accountants are responsible for planning and carrying out a proper audit
of the Company's annual financial statements, and providing such other
services to the Company as may be agreed to from time to time. In
fulfilling their responsibilities hereunder, it is recognized that the
members of the Audit Committee are not full-time employees of the Company,
and are not and do not represent themselves to be performing the functions
of accountants or auditors, including in respect of auditor independence.
As such, in fulfilling their oversight duties under this Charter, it is
neither the duty nor the 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, and each
member of the Audit Committee shall be entitled to rely on (i) the
integrity of those persons and organizations within and outside the
Company from which it receives information, (ii) the accuracy of the
financial and other information provided to the Audit Committee by such
persons or organizations absent actual knowledge to the contrary (which
shall be promptly reported to the Board) and (iii) representations made by
management or the independent accountants as to any non-audit services
provided by the
27
independent accountants to the Company, Alliance Capital Management L.P.,
the Company's investment adviser (the "Adviser"), and any entity
controlling, controlled by or under common control with the Adviser which
provides services to the Company (collectively, the "Adviser Entities").
The independent accountants for the Company shall report directly to the
Audit Committee.
The independent accountants shall submit to the Audit Committee annually a
formal written statement (the "Auditors' Statement") describing: the
independent accountants' internal quality-control procedures; any material
issues raised by the most recent internal quality-control review or peer
review of the independent accountants, or by any inquiry or investigation
by governmental or professional authorities, within the preceding five
years, respecting one or more independent audits carried out by the
independent accountants, and any steps taken to deal with any such issues;
and (to assess the auditors' independence) all relationships between the
independent accountants and (a) the Company, (b) the Adviser, and (c) any
entity in a control relationship with the Adviser, whether or not it
provides services to the Company, including at least the matters set forth
in Independence Standards Board No. 1 and any other required information,
including information required by relevant Public Company Accounting
Oversight Board rules, standards and pronouncements. The description of
the relationships should include a description of the non-audit services
including the fees associated therewith, that were not pre-approved by the
Company's Audit Committee. The Auditors' Statement may be in more than one
document, and a portion of the required information may be provided by the
Adviser to the extent permitted by applicable law and other requirements.
The independent accountants shall submit to the Audit Committee annually a
formal written statement of the fees billed in each of the last two fiscal
years for each of the following categories of services rendered by the
independent accountants: (i) the audit of the Company's annual financial
statements and any reviews of the financial statements included in any
regulatory filings of the Company or services that are normally provided
by the independent accountants in connection with statutory and regulatory
filings or engagements; (ii) assurance and related services not included
in clause (i) that are reasonably related to the performance of the audit
or review of the Company's financial statements, in the aggregate and by
each service; (iii) tax compliance, tax advice and tax planning services,
in the aggregate and by each service; and (iv) all other products and
services rendered by the independent accountants to the Company, the
Adviser or the Adviser Entities, in the aggregate and by each service. The
statement as to (ii), (iii) and (iv) should include (and separately
disclose) fees billed in each of the last two fiscal years for the
indicated services to (a) the Company, (b) the Adviser, and (c) the
Adviser Entities.
28
III. Committee Structure and Operations:
The Audit Committee shall meet semi-annually, or more frequently if
circumstances dictate, to discuss with management and the independent
accountants the annual audited financial statements and to address the
matters set forth in Article IV. The Audit Committee should meet
separately at least annually with each of management and the independent
accountants to discuss any matters that the Audit Committee or any of
these persons or firms believes should be discussed privately. The Audit
Committee may request any officer or employee of the Company or of any
service provider, outside counsel to the Company or to the independent
directors, or representatives of the Company's independent accountants to
attend a meeting of the Audit Committee or to meet with any members of, or
consultants to, the Audit Committee. Members of the Audit Committee may
participate in a meeting of the Audit Committee by means of conference
call or similar communications equipment by which all persons
participating in the meeting can hear each other.
IV. Committee Duties and Powers:
To carry out its purposes, the Audit Committee shall have the following
duties and responsibilities:
1. with respect to the independent accountants,
(i) to be directly responsible for the appointment, compensation,
retention and oversight of the work of the independent
accountants (including the resolution of disagreements between
management and the independent accountants regarding financial
reporting) and, in connection therewith, to review and
evaluate matters potentially affecting the independence and
capabilities of the independent accountants;(2)
(ii) to be directly responsible for the appointment, compensation,
retention and oversight of the work of any other registered
public accounting firm engaged for the purpose of preparing or
issuing an audit report or to perform audit, review or
attestation services, which firm shall also report directly to
the Audit Committee;
--------------------------------------------------------------------------------
(2) Note that this requirement does not preclude the Audit Committee from
obtaining the input of management, but these responsibilities must not be
delegated to management. It is expected the Board will ratify the
appointment of the independent accountants as required by the Investment
Company Act of 1940.
29
(iii) to pre-approve, in accordance with the Policies and Procedures
for the Pre-Approval of Services to be Performed by the
Company's Independent Accountant (the "Pre-Approval Policies
and Procedures") attached hereto as Annex A,(3) all audit and
non-audit services provided by the independent accountants to
the Company as well as any applicable non-audit services
provided by the independent accountants to the Adviser or any
Adviser Entities that provide ongoing services to the Company
that relate directly to the operations and financial reporting
of the Company (the "Related Services");
(iv) to obtain assurances from the independent accountants that the
audit was conducted in a manner consistent with Section 10A of
the 1934 Act;
(v) to obtain from the independent accountants in connection with
any audit a timely report relating to the Company's annual
audited financial statements describing all critical
accounting policies and practices used, all alternative
treatments within accounting principles generally accepted in
the United States ("GAAP") for policies and practices related
to material items that have been discussed with management,
ramifications of the use of such alternative disclosures and
treatments, and the treatment preferred by the independent
accountants, and any material written communications between
the independent accountants and management, such as any
"management" letter or schedule of unadjusted differences;
(vi) to ensure that the independent accountants prepare and deliver
annually an Auditors' Statement (it being understood that the
independent accountants are responsible for the accuracy and
completeness of this Statement), and to discuss with the
independent accountants any relationships or services
disclosed in this Statement that may impact the objectivity
and independence of the Company's independent accountants;
(vii) to review and evaluate the qualifications, performance and
independence of the independent accountants, as well as the
lead partner of the independent accountants;
(viii) to discuss with management the timing and process for
implementing the rotation of the lead audit partner, the
concurring partner and any other active audit engagement team
partner and consider whether there should be a regular
rotation of the audit firm itself; and
(ix) to take into account the opinions of management in assessing
the independent accountants' qualifications, performance and
independence.
--------------------------------------------------------------------------------
(3) Annex A is not included as part of this Exhibit B.
30
2. with respect to accounting principles and policies, financial
reporting and internal control over financial reporting,
(i) to advise management, the relevant service providers and the
independent accountants that they are expected to provide or
cause to be provided to the Audit Committee a timely analysis
of significant issues and practices relating to accounting
principles and policies, financial reporting and internal
control over financial reporting, including, without
limitation, significant issues discussed with the national
office respecting auditing or accounting issues presented by
the engagement;
(ii) to consider any reports or communications (and management's
and/or applicable service providers' responses thereto)
submitted to the Audit Committee by the independent
accountants required by auditing standards generally accepted
in the United States ("GAAS"), as they may be modified or
supplemented, including reports and communications related to:
o deficiencies, including significant deficiencies or
material weaknesses, in internal control identified
during the audit or other matters relating to internal
control over financial reporting;
o consideration of fraud in a financial statement audit;
o detection of illegal acts;
o the independent accountants' responsibility under GAAS;
o any restrictions on audit scope;
o significant accounting policies;
o management judgments and accounting estimates;
o any accounting adjustments arising from the audit that
were noted or proposed by the accountants but were
passed (as immaterial or otherwise);
o the responsibility of the independent accountants for
other information in documents containing audited
financial statements;
o disagreements with management;
o consultation by management with other independent
accountants;
o major issues discussed with management prior to
retention of the independent accountants;
o difficulties encountered with management in performing
the audit;
31
o the independent accountants' judgments about the quality
of the Company's accounting principles, and of any
changes thereto; and
o reviews, if any, of interim financial information
conducted in accordance with GAAS by the independent
accountants; and
(iii) to meet with management, the independent accountants and, if
appropriate, the relevant service providers:
o to discuss the scope of the annual audit or any audit or
review of interim financial statements;
o to discuss the audited financial statements and other
periodic reports, if any, including any Company
disclosure relating to management's discussion of fund
performance;
o to review the following disclosures required to be made
to the Audit Committee by the independent accountants in
accordance with Item 9(e) of Schedule 14A of the 1934
Act:
(a) the percentage of audit-related services, tax
services and all other services that were approved
by the Audit Committee pursuant to the
Pre-Approval Policies and Procedures;
(b) the aggregate non-audit fees billed by the
Company's accountant for services rendered to the
Company, the Adviser and the Adviser Entities for
the last two fiscal years of the Company;
(c) fees billed for services rendered to the Company
and, separately, fees for Related Services;
o to discuss any significant matters arising from any
audit or report or communication referred to in item
2(ii) above, whether raised by management or the
independent accountants, relating to the Company's
financial statements;
o to review the effects of alternative GAAP methods on the
financial statements;
o to discuss any problems or difficulties the independent
accountants encountered in the course of the audit,
including any restrictions on their activities or access
to requested information and management's response to
such problems or difficulties, and to resolve
significant disagreements between management and the
independent accountants;
o to discuss any "management" or "internal control" letter
issued, or proposed to be issued, by the independent
accountants to the Company;
32
o to review the opinion rendered, or the form of opinion
the independent accountants propose to render, to the
Board and shareholders;
o to discuss any significant communications between the
audit team and the independent accountant's national
office respecting auditing or accounting issues
presented by the engagement;
o to discuss, as appropriate: (a) any major issues
regarding accounting principles and financial statement
presentations, including any significant changes in the
Company's selection or application of accounting
principles, and major issues as to the adequacy of the
Company's internal controls and any special audit steps
adopted in light of material control deficiencies; (b)
analyses prepared by management and/or the independent
accountants setting forth significant financial
reporting issues and judgments made in connection with
the preparation of the financial statements, including
analyses of the effects of alternative GAAP methods on
the financial statements; and (c) the effect of
regulatory and accounting initiatives on the financial
statements of the Company;
o to discuss allocations of expenses between the Company
and other entities and, if applicable, among different
series of the Company and among different classes of
shares of the Company;
o to discuss the Company's compliance with Subchapter M
and, if applicable, Subchapter L, of the Internal
Revenue Code of 1986, as amended;
o to discuss the Company's compliance with Rule 2a-7 of
the Investment Company Act of 1940, to the extent that
such Rule applies to the Company;
o to discuss with management and the independent
accountants their respective procedures to assess the
appropriateness of securities prices provided by
external pricing services;
o to discuss with independent accountants their
conclusions as to the reasonableness of procedures
employed to determine the fair value of securities for
which market quotations are not readily available,
management's adherence to such procedures and the
adequacy of supporting documentation;
o to discuss with management and the independent
accountants any reports issued by independent
accountants regarding the Company's transfer, custody
and accounting agents;
o to discuss the report of the independent accountants on
the Company's system of internal accounting controls
required to be filed with the Company's Form N-SAR;
33
o to discuss significant changes to the Company's
accounting principles, policies, controls, procedures
and practices proposed or contemplated by management;
o to discuss significant changes to auditing principles
and to auditing policies, controls, procedures and
practices implemented or expected to be implemented by
the independent accountants; and
o to inquire about significant risks and exposures, if
any, and the steps taken to monitor, manage and minimize
such risks; and
(iv) to discuss with the Company and its legal advisors any
significant legal matters that may have a material effect on
the Company's business, financial statements or compliance
policies, including material notices to any inquiries received
from governmental agencies; and
3. with respect to authority and responsibilities of the Audit
Committee upon receipt of a report from counsel to Company or to the
independent directors concerning (i) a material violation of law by
the Company or by someone with a fiduciary or other duty to the
Company or (ii) a material violation of the Code of Ethics (the
"Code") by the Company's Principal Executive Officer, Principal
Financial and Accounting Officer and Controller ("Covered
Officers"),
(i) to initiate a reasonable inquiry into the evidence presented
to determine whether a material violation of law or of the
Code in fact has occurred, is occurring or is about to occur,
which may include an investigation by the Company's chief
legal officer or outside attorneys;
(ii) if the Audit Committee upon investigation reasonably
determines that no violation of law or of the Code exists, to
notify the reporting counsel of the basis for that
determination;
(iii) if the Audit Committee determines upon investigation that a
violation of law does or may exist, to take all reasonable
steps to adopt an appropriate response (which may include
referral of the matter to the Board) and to advise the
reporting counsel (and, to the extent the Audit Committee
believes appropriate or required, others, such as the chief
legal officer and chief executive officer) of that response;
(iv) if the Audit Committee determines upon investigation that a
violation of the Code does or may exist, to inform and make a
recommendation to the Board, who will consider appropriate
action;
(v) to make the determinations required by the foregoing by
majority vote and to ensure that no member shall act in
contravention of any such majority determination; and
34
(vi) to consult with the Company's chief legal officer in
fulfilling their responsibilities hereunder (unless the
circumstances reasonably dictate that such consultation would
not be appropriate) and to have reasonable access at the
Company's expense to consult or retain legal counsel or other
expert assistance; and
4. with respect to reporting, recommendations and other matters,
(i) to provide advice to the Board in electing the principal
accounting officer of the Company;
(ii) to review with the Company's principal executive officer
and/or principal financial officer, in connection with their
certifications on Form N-CSR, any significant deficiencies or
material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely
to adversely affect the Company's ability to record, process
and summarize and report financial information and as to the
existence of any fraud, whether or not material, that involves
management or other employees who have a significant role in
the Company's internal control over financial reporting;
(iii) to establish procedures for the receipt, retention and
treatment of complaints received by the Company regarding
accounting, internal accounting controls, or auditing matters,
and for the confidential, anonymous submission by employees of
the Company or the Adviser or employees of any service
provider that provides accounting related services to the
Company, of concerns regarding questionable accounting or
auditing matters, and to address reports from attorneys or
accountants about possible breaches of federal or state
securities laws or fiduciary duty;
(iv) to investigate or initiate an investigation of reports of
improprieties or suspected improprieties in connection with
the Company's accounting or financial reporting and to retain
independent counsel, accountants or others to advise the Audit
Committee or assist in the conduct of an investigation, as it
deems necessary or appropriate, without seeking approval of
the Board or management;
(v) to prepare any report or other disclosures required by the SEC
to be included in the Company's annual proxy statement;(4)
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(4) Closed-end investment companies must include in their proxy statements
relating to the election of directors a signed report of the Audit
Committee in which the Audit Committee states whether it has (i) reviewed
and discussed the audited financial statements, (ii) discussed the matters
to be discussed under SAS 61 and (iii) received from and discussed with
the independent accountants their Statement as to Independence. The report
must also include a statement as to whether, based on these three items,
the Audit Committee recommended to the Board of Directors the inclusion of
the audited financial statements in the Company's annual report required
by ss.30(e) of the Investment Company Act of 1940.
35
(vi) to grant waivers, as appropriate, to the Code sought by
Covered Officers;
(vii) to prepare and issue the evaluation required under
"Performance Evaluation" below;
(viii) to advise the Board with respect to the Company's policies
and procedures regarding compliance with applicable laws and
regulations and with the Company's Code of Business Conduct
and Ethics;
(ix) to review the reports submitted by the Adviser relating to
issues arising under the Adviser's Code of Ethics that relate
to the Adviser's investment company business, including all
violations of the Code, which reports are to be provided at
least quarterly (more frequently if the Audit Committee so
instructs);
(x) to review the quality reports submitted by the Adviser's
Internal Compliance Controls Committee relating to internal
compliance matters, which reports are to be provided at least
quarterly (more frequently if the Audit Committee so
instructs);
(xi) to review policies of the Adviser, the Adviser Affiliates and
any other entity within the Company's Investment Company
Complex, as such term is defined in Rule 2-01(f)(14) of
Regulation S-X, for hiring employees or former employees of
the independent accountants whose responsibilities are to
include an accounting role or financial reporting oversight
role with respect to the Company;
(xii) to report its activities to the full Board on a regular basis
and to make such recommendations with respect to the above and
other matters as the Audit Committee may deem necessary or
appropriate; and
(xiii) to perform such other functions and to have such powers as
may be necessary or appropriate in the efficient and lawful
discharge of the foregoing.
V. Delegation to Subcommittee:
The Audit Committee may, in its discretion, delegate all or a portion of
its duties and responsibilities to a subcommittee of the Audit Committee.
The Board and the Audit Committee have authorized the Chairman of the
Audit Committee (or any other Audit Committee member to whom this
responsibility has been delegated) to pre-approve any audit or non-audit
services to be performed by the independent accountants, provided that
such approvals do not exceed the limit set forth in the Audit Committee
preapproval procedures and are presented to the Audit Committee at its
next scheduled meeting.
36
VI. Performance Evaluation:
The Audit Committee shall prepare and review with the Board of Directors
an annual performance evaluation of the Audit Committee, which evaluation
shall compare the performance of the Audit Committee with the requirements
of this charter. The performance evaluation shall also recommend to the
Board any improvements to the Audit Committee's charter deemed necessary
or desirable by the Audit Committee. The performance evaluation by the
Audit Committee shall be conducted in such manner as the Audit Committee
deems appropriate. The report to the Board may take the form of an oral
report by the chairman of the Audit Committee or any other member of the
Audit Committee designated by the Audit Committee to make the report.
VII. Resources and Authority of the Audit Committee:
The Audit Committee shall have the resources and authority appropriate to
discharge its duties and responsibilities, including the authority to
select, retain, terminate, and approve the fees and other retention terms
of special or independent counsel, accountants or other experts and
advisors, as it deems necessary or appropriate, without seeking approval
of the Board or management.
The Company shall provide for appropriate funding, as determined by the
Audit Committee, in its capacity as a committee of the Board, for payment
of:
1. Compensation to the independent accountants and any other public
accounting firm engaged for the purpose of preparing or issuing an
audit report or performing other audit, review or attest services
for the Company;
2. Compensation to any advisors employed by the Audit Committee; and
3. Ordinary administrative expenses of the Audit Committee that are
necessary or appropriate in carrying out its duties.
Approved as Amended and Restated on February 12, 2004
37
TABLE OF CONTENTS Page
================================================================================
Introduction ............................................................... 1
Proposal One: Election of Directors ........................................ 3
Information as to the Investment
Adviser and the Administrators
of the Funds ........................................................... 19
Other Matters .............................................................. 19
Submission of Proposals for the
Next Annual Meeting
of Stockholders ........................................................ 20
Reports to Stockholders .................................................... 20
Exhibit A:
Nominating Committee Charter ........................................... 21
Exhibit B:
Audit Committee Charter ................................................ 26
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 25, 2004
PROXY PROXY
ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC.
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON MARCH 25, 2004
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 25, 2004 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/
FOR ALL
WITHHOLD NOMINEES
1. Election of Directors FOR ALL FROM ALL EXCEPT AS
NOMINEES NOMINEES NOTED BELOW
/_/ /_/ /_/
Class One Nominees
(terms expire 2007):
David H. Dievler /_/
Clifford L. Michel /_/
Donald J. Robinson /_/
Class Three Nominee
(term expires 2006):
Marc O. Mayer /_/
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 and
date this Proxy.
-------------------------------
(Signature of Stockholder)
-------------------------------
(Signature of joint owner, if
any)
Date __________, 2004
00250.0209 #461521