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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Alliance Growth and Income Fund, Inc.
- ----------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- ----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X / No fee required
/ / Fee computed on table below per Exchange Act Rule 14a-
6(i)(1) and 0-11.
(1) Title of each class of securities to which
transaction applies:
- ----------------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
- ----------------------------------------------------------------
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11
(Set forth the amount on which the filing fee is
calculated and state how it was determined):
- ----------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- ----------------------------------------------------------------
(5) Total fee paid:
- ----------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously.
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Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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PRELIMINARY COPY
Alliance Capital
Alliance Growth and Income Fund, Inc.
1345 Avenue of the Americas, New York, New York 10105
February [ ], 1997
ALLIANCE GROWTH AND INCOME FUND, INC.
To the Stockholders of Alliance Growth and Income Fund, Inc. (the
"Fund"):
The accompanying Notice of Special Meeting of
Stockholders and Proxy Statement present to the Fund's
stockholders a proposal, to be considered at a Special Meeting to
be held on March 27, 1997, to approve a change in the Fund's
fundamental investment policies to permit the Fund to purchase
and sell financial forward and futures contracts and options
thereon. The proposal also includes new non-fundamental
investment policies governing the Fund's use of these
instruments. As discussed below, the Board of Directors
recommends that you vote to approve the proposal.
As you know, the Fund's inception dates back to 1932, at
which time financial commodities were not yet recognized as risk
management tools. Accordingly, consistent with the practice of
that era, the Fund's prospectus has since contained a fundamental
restriction prohibiting investments in commodities or commodity
futures contracts and options thereon. In recent years, the use
of financial futures contacts such as stock index futures has
become common in the marketplace. The Fund's investment adviser,
Alliance Capital Management L.P., has determined that the
maintenance of the restriction on the Fund's use of commodities
and commodity futures contracts and options thereon inhibits the
Fund's ability to manage and hedge risk and places the Fund at a
competitive disadvantage when compared to other similarly
situated funds that routinely use these products for hedging and
risk management purposes.
Under the proposal, the Fund could hedge up to 30% of
its total assets using stock index futures and could commit up to
5% of the Fund's total assets to establish futures and options
positions. The proposal further limits the Fund's investments in
futures contracts and options thereon in that the market values
of the Fund's outstanding futures contracts and the futures
contracts subject to outstanding options written by the Fund will
not exceed 50% of the Fund's total assets.
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Alliance believes, and your Board of Directors concurs,
that the proposed changes will help the Fund succeed in
generating superior investment performance in all market
environments. Accordingly, your Board of Directors recommends
that you vote to approve the proposal.
We urge you to read the enclosed Proxy Statement
carefully. We welcome your attendance at the Special Meeting of
Stockholders; but if you are unable to attend, please sign, date
and return the enclosed proxy card promptly, in order to spare
the Fund additional solicitation expenses.
Sincerely,
John D. Carifa
Chairman
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Alliance Growth and Income Fund, Inc.
_______________________________________________________________
1345 Avenue of the Americas, New York New York 10105
Toll Free (800) 221-5672
_______________________________________________________________
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
March 27, 1997
To the Stockholders of Alliance Growth and Income Fund, Inc.:
Notice is hereby given that a Special Meeting of
Stockholders (the "Meeting") of Alliance Growth and Income Fund,
Inc. (the "Fund") will be held at the offices of the Fund, 1345
Avenue of the Americas, 33rd Floor, New York, New York 10105, on
Thursday, March 27, 1997 at 4.00 p.m., for the following
purposes, all of which are more fully described in the
accompanying Proxy Statement dated February [ ], 1997:
1. To elect two Directors of the Fund, each to hold
office until the next meeting of stockholders and until his or
her successor is duly elected and qualified;
2. To approve an amendment to the Fund's investment
restrictions to permit the Fund to purchase and sell financial
forward and futures contracts and options thereon; and
3. To transact such other business as may properly come
before the Meeting.
The Board of Directors has fixed the close of business
on January 31, 1997 as the record date for the determination of
stockholders entitled to notice of, and to vote at, the Meeting
or any adjournment thereof. The enclosed proxy is being
solicited on behalf of the Board of Directors.
By order of the Board of Directors,
Edmund P. Bergan, Jr.
Secretary
New York, New York
February [ ], 1997
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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.
In order to save the Fund any additional expense of further
solicitation, please mail your proxy promptly.
- ---------------------------------------------------------------
(R)This registered service mark used under license from the
owner, Alliance Capital Management L.P.
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PROXY STATEMENT
Alliance Growth and Income Fund, Inc.
1345 Avenue of the Americas
New York, New York 10105
------------
SPECIAL MEETING OF STOCKHOLDERS
March 27, 1997
------------
INTRODUCTION
This Proxy Statement is furnished in connection with the
solicitation of proxies on behalf of the Board of Directors of
Alliance Growth and Income Fund, Inc., a Maryland corporation
(the "Fund"), to be voted at a Special Meeting of Stockholders of
the Fund (the "Meeting"), to be held at the offices of the Fund,
1345 Avenue of the Americas, 33rd Floor, New York, New York
10105, on Thursday, March 27, 1997 at 4.00 p.m. The solicitation
will be by mail and the cost will be borne by the Fund. The
Notice of Meeting, Proxy Statement and Proxy Card are being
mailed to stockholders on or about February [ ], 1997.
The Board of Directors has fixed the close of business
on January 31, 1997 as the record date for the determination of
stockholders entitled to notice of, and to vote at, the Meeting
and at any adjournment thereof. The outstanding voting shares of
the Fund as of that date consisted of a total of 326,297,539
shares of common stock, comprising 206,493,101 Class A shares,
95,506,453 Class B shares, 24,133,927 Class C shares and 164,058
Advisor Class Shares, each share being entitled to one vote. All
properly executed proxies received prior to the Meeting will be
voted at the Meeting in accordance with the instructions marked
thereon or otherwise provided therein. Accordingly, unless
instructions to the contrary are marked, proxies will be voted
for the election of two Directors and for the approval of the
amendment to one of the Fund's fundamental investment policies
and ratification of the adoption of a new non-fundamental
investment policy. Any stockholder may revoke that stockholder's
proxy at any time prior to exercise thereof by giving written
notice to the Secretary of the Fund at 1345 Avenue of the
Americas, New York, New York 10105, by signing another proxy of a
later date or by personally voting at the Meeting.
A quorum for the Meeting will consist of a majority of
the shares outstanding and entitled to vote. In the event that a
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quorum is not represented at the Meeting or, even if a quorum is
so represented, in the event that sufficient votes in favor of
any proposal set forth in the Notice of Meeting are not received
by March 27, 1997, the persons named as proxies may propose and
vote for one or more adjournments of the Meeting with no other
notice than announcement at the Meeting, and further solicitation
of proxies with respect to such proposal may be made. Shares
represented by proxies indicating a vote against any proposal
will be voted against adjournment.
PROPOSAL ONE
ELECTION OF DIRECTORS
At the Meeting, two Directors will be elected to serve
until their successors are elected and qualified. The
affirmative vote of a majority of the votes cast at the Meeting
is required to elect a Director. It is the intention of the
persons named in the enclosed proxy to nominate and vote in favor
of the election of the persons listed below.
Mr. John Dobkin was elected as a Director of the Fund at
a meeting of the Board of Directors of the Fund held on July 21,
1992. Mr. Donald J. Robinson was elected as a Director of the
Fund at a meeting of the Board of Directors of the Fund held on
July 16, 1996. Each of Messrs. Dobkin and Robinson are standing
for stockholder election as members of the Fund's Board of
Directors. Messrs. Dobkin and Robinson were elected by the Board
of Directors at the recommendation of Alliance Capital Management
L.P., the investment adviser to the Fund (the "Adviser"). Each
of Messrs. Dobkin and Robinson has consented to serve as a
Director of the Fund. The Board of Directors of the Fund knows
of no reason why either Mr. Dobkin or Mr. Robinson will be unable
to continue to serve, but in the event either of them is unable
to serve, the proxies received will be voted for a substitute
nominee as the Fund's Board of Directors may recommend. As
described more fully below (See "Submission of Proposals for the
Next Annual Meeting of Stockholders"), it is likely that
stockholder meetings will not be held on an annual basis, and
therefore, Messrs. Dobkin and Robinson, if elected at the
Meeting, will serve for an indefinite period.
Certain information concerning the Fund's Directors is
set forth below. Each is a director or trustee of other
investment companies sponsored by the Adviser.
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Number of shares
Name, age, positions and beneficially
offices with the Fund, Year owned directly
principal occupations first or indirectly
during the past five years became a as of
and other Directorships Director January 31, 1997
____________________________________________________________________________
* John D. Carifa, Chairman of the 1987 -0-
Board and President, 51. President,
Chief Operating Officer and a
Director of Alliance Capital
Management Corporation, the sole
general partner of the Adviser
("ACMC").
**+ Ruth Block, Director, 66. She 1986 -0-
was formerly an Executive Vice
President and Chief Insurance
Officer of The Equitable Life
Assurance Society of the United
States. She is a Director of
Ecolab Incorporated (specialty
chemicals) and Amoco Corporation
(oil and gas).
**+ David H. Dievler, Director, 67. 1987 -0-
He was formerly a Senior Vice
President of ACMC until December
1994.
**+ John H. Dobkin, Director, 54. 1992 -0-
President of Historic Hudson Valley
(historic preservation) since 1990.
He was formerly Director of the
National Academy of Design. From
1987 to 1992, he was a director of
ACMC.*
**+ William H. Foulk, Jr., Director, 1992 -0-
64. He is an investment adviser and
independent consultant. He was
formerly Senior Manager of Barrett
Associates, Inc. a registered
investment adviser, since 1986.
____________________
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* "Interested person," as defined in the Investment Company
Act of 1940, as amended (the "Act"), of the Fund because of
affiliation with the Adviser.
** Member of the Audit Committee.
+ Member of the Nominating Committee.
6
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Number of shares
Name, age, positions and beneficially
offices with the Fund, Year owned directly
principal occupations first or indirectly
during the past five years became a as of
and other Directorships Director January 31, 1997
____________________________________________________________________________
**+ Dr. James M. Hester, Director, 1989 -0-
72. President of The Harry Frank
Guggenheim Foundation. He was
formerly President of New York
University and The New York
Botanical Garden and Rector of
The United Nations University.
He is also a Director of Union
Carbide Corporation.
**+ Clifford L. Michel, Director, 1989 29,703
57. Partner of the law firm of
Cahill Gordon & Reindel. He is
Chief Executive Officer of Wenonah
Development Company (investments)
and a Director of Placer Dome, Inc.
(mining).
**+ Donald J. Robinson, Director, 1996 -0-
62. He was formerly a partner at
Orrick, Herrington & Sutcliff and
is currently of counsel to that
law firm.
____________________
** Member of the Audit Committee.
+ Member of the Nominating Committee.
7
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During the fiscal year ended October 31, 1996, the Board
of Directors met 8 times, the Audit Committee met 3 times and the
Nominating Committee met once. The Nominating Committee was
constituted for the purpose of selecting and nominating persons
to fill any vacancies on the Board of Directors. The Nominating
Committee of the Fund does not currently consider candidates
proposed by stockholders for election as Directors.
The Fund does not pay any fees to, or reimburse expenses
of, its Directors who are considered "interested persons" of the
Fund. The aggregate compensation paid by the Fund to each of the
Directors during its fiscal year ended October 31, 1996, the
aggregate compensation paid to each of the Directors during the
calendar year 1996 by all of the funds to which the Adviser
provides investment advisory services (collectively, the
"Alliance Fund Complex") and the total number of funds in the
Alliance Fund Complex with respect to which each of the Directors
serves as a director or trustee, are set forth below. Neither
the Fund nor any other fund in the Alliance Fund Complex provides
compensation in the form of pension or retirement benefits to any
of its directors or trustees.
Total Number
of Funds in
the Alliance
Total Fund Complex,
Compensation Including the
From the Fund, as to
Alliance Fund which the
Name of Aggregate Complex, Director is a
Director Compensation Including the Director or
of the Fund From the Fund Fund Trustee
___________ _____________ _____________ _____________
John D. Carifa $ 0 $ 0 50
Ruth Block $3,952 $157,500 37
David H. Dievler $3,931 $182,000 43
John H. Dobkin $4,024 $121,250 30
William H. Foulk, Jr. $4,050 $144,250 32
Dr. James M. Hester $3,959 $148,500 38
Clifford L. Michel $3,959 $146,068 38
Donald J. Robinson $1,494 $137,250 38
As of January 31, 1997, the Directors and officers of
the Fund as a group owned 18.1% of the Advisor class shares of
the Fund.
The Board of Directors recommends that the stockholders
vote FOR the election of the foregoing nominees to serve as
Directors of the Fund.
8
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PROPOSAL TWO
APPROVAL OF AN AMENDMENT TO THE
INVESTMENT RESTRICTIONS OF THE FUND
At its January 14, 1997 Regular Meeting, the Board of
Directors of the Fund considered and approved the Adviser's
recommendation that the Fund's fundamental investment
restrictions be amended to permit the use of stock index futures
and options thereon for hedging purposes.
In making its recommendation, the Adviser noted that
since the Fund's inception in 1932 its prospectus has contained a
fundamental restriction, which could be changed only by
stockholder vote, against investment in commodities or commodity
contracts. The Adviser noted that this was typical of a time
when financial commodities, e.g., financial forward and futures
contracts and options thereon, had yet to attain their later
significance as investment tools. Therefore, the Adviser noted,
stock index futures are currently unavailable to the Fund.
In addition, the Adviser stated its belief that, as the
use of these instruments has become more prevalent in the
marketplace, the Fund's inability to use, at least for hedging
purposes, financial commodities including stock index futures and
options thereon places the Fund at a competitive disadvantage.
As a result, it was the Adviser's view that it is in the best
interests of the Fund and its stockholders to obtain stockholder
action appropriately amending this investment restriction and
installing more permissive non-fundamental investment policies.
These non-fundamental investment policies, which are
also being submitted to stockholders for their approval but which
may subsequently be changed by the Board of Directors without
further stockholder action, would provide that the Fund could
utilize financial forward and futures contracts and options
thereon only for hedging purposes. In addition, the Fund would
not enter into any futures contracts or options on futures
contracts if immediately thereafter the market values of the
outstanding futures contracts of the Fund and the futures
contracts subject to outstanding options written by the Fund
would exceed 50% of its total assets. The Fund would not
purchase or sell a stock index futures contract if immediately
thereafter more than 30% of its total assets would be hedged with
stock index futures. Finally, the Fund would not purchase or
sell a stock index future contract if, immediately thereafter,
the sum of the amount of margin deposits on the Fund's existing
futures positions would exceed 5% of the market value of the
Fund's total assets. In connection with its purchase of stock
index futures contracts the Fund would deposit in a segregated
account with the Fund's custodian an amount of liquid assets
9
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equal to the market value of the futures contracts less any
amounts maintained in a margin account with the Fund's broker.
Based upon the Adviser's presentation, the Board of
Directors of the Fund concluded that the proposed amendment to
the Fund's fundamental investment policies to permit the use of
financial forward and futures contracts and the adoption of the
non-fundamental investment policies discussed above would be in
the best interests of the Fund and its stockholders.
Accordingly, the Board of Directors approved, and recommended to
the stockholders of the Fund for approval, the proposed amendment
to the Fund's fundamental investment policies to remove the
blanket prohibition on the purchase or sale of commodities or
commodities contracts and options thereon, so as to permit the
Fund to purchase and sell financial forward and futures contracts
and options thereon, and the adoption of the non-fundamental
policies governing the Adviser's use of these instruments.
The Board of Directors of the Fund recommends that the
stockholders of the Fund vote FOR the approval of the amendment
to the Fund's fundamental investment policies and for the
adoption of the non-fundamental investment policies discussed
above.
The Fund's successful use of the derivative investment
products discussed herein will draw upon the Adviser's special
skills and substantial experience with respect to such products
and will depend on the Adviser's ability to forecast securities
price movements correctly. The Adviser's ability to utilize the
products on behalf of the Fund may be limited by market
conditions, regulatory limits and tax considerations. For a more
complete description of these derivative investment products,
their uses and the risks entailed in their use, see Exhibit A
hereto.
Approval of the amendment to the Fund's investment
policies will require the affirmative vote of the lesser of
(i) 67% or more of the voting securities of the Fund present or
represented at the Meeting, if the holders of more than 50% of
the outstanding voting securities of the Fund are present or
represented by proxy, and (ii) more than 50% of the outstanding
voting securities of the Fund. The only voting securities of the
Fund are its outstanding shares of common stock. If the
stockholders of the Fund do not approve the proposal, the Fund
will continue to be prohibited from purchasing and selling
commodities or commodities contracts, including financial forward
and futures contracts, and options thereon. A vote FOR the
proposal will be considered a vote FOR both the amendment of the
Fund's fundamental investment policies and the adoption of the
non-fundamental investment policies discussed above.
10
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OTHER MATTERS
Management of the Fund does not know of any matters 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 accordance with the best judgment of the
person or persons voting the proxies.
INFORMATION AS TO THE FUND'S PRINCIPAL
OFFICERS, INVESTMENT ADVISER, ADMINISTRATOR
AND PRINCIPAL UNDERWRITER
The principal officers of the Fund, their ages and their
principal occupations during the past five years are set forth
below.
JOHN D. CARIFA, President, See biography above.
PAUL RISSMAN, Vice President, 39, is a Vice President of
ACMC, with which he has been associated since prior to 1992.
EDMUND P. BERGAN, JR., Secretary, 46, is Senior Vice
President and General Counsel of Alliance Fund Distributors,
Inc., the Fund's principal underwriter ("AFD") and Alliance Fund
Services, Inc. ("AFS") and Vice President and Assistant General
Counsel of ACMC, with which he has been associated since prior to
1992.
DOMENICK PUGLIESE, Assistant Secretary, 35, is a Vice
President and Assistant General Counsel of AFS, with which he has
been associated since May 1995. Previously, he was Vice
President and Counsel of Concord Holding Corporation since 1994,
Vice President and Associate General Counsel of Prudential
Securities since prior to 1992.
ANDREW L. GANGOLF, Assistant Secretary, 41, is Vice
President and Assistant General Counsel of AFD since January
1995. Prior thereto, since October 1992, he was Vice President
and Assistant Secretary of Delaware Management Co., Inc. Prior
thereto, he was Vice President and Counsel of Equitable.
EMILIE D. WRAPP, Assistant Secretary, 40, is Special
Counsel of ACMC, with which she has been associated since prior
to 1992.
MARK D. GERSTEN, Treasurer and Chief Financial Officer,
46, is a Senior Vice President of with AFS, which he has been
associated since prior to 1992.
VINCENT S. NOTO, Controller, 32, is a Vice President of
AFS, with which he has been associated since prior to 1992.
11
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JOSEPH MANTINEO, Assistant Controller, 37, has been a
Vice President of AFS since prior to 1992.
PHYLLIS CLARKE, Assistant Controller, 36, is an
Accounting Manager of Mutual Funds for AFS, with which she has
been associated since prior to 1992.
The investment adviser and administrator for the Fund is
Alliance Capital Management L.P., and the principal underwriter
for the fund is Alliance Fund Distributors, Inc., each with
principal offices at 1345 Avenue of the Americas, New York, New
York 10105.
SUBMISSION OF PROPOSALS FOR THE NEXT
MEETING OF STOCKHOLDERS
Meetings of stockholders of the Fund are not held on an
annual or other regular basis. A stockholder proposal intended
to be presented at any future meeting of stockholders of the Fund
must be received by the Fund within a reasonable time before the
solicitation relating thereto in order to be included in the
Fund's proxy statement and form of proxy card relating to that
meeting. The submission by a stockholder of a proposal for
inclusion in the proxy statement does not guarantee that it will
be included. Stockholder proposals are subject to certain
regulations under federal securities laws.
REPORTS TO STOCKHOLDERS
The Fund will furnish each person to whom the proxy
statement is delivered with a copy of the Fund's latest annual
report to stockholders upon request and without charge. To
request a copy, please call Alliance Fund Services, Inc. at
(800) 277-4618 or contact Jocelyn Dufort at Alliance Capital
Management L.P., 1345 Avenue of the Americas, New York, New York
10105.
By order of the Board of Directors,
Edmund P. Bergan, Jr.
Secretary
February [ ], 1997
New York, New York
12
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Exhibit A
Derivative Investment Products
If the stockholders of the Fund approve the amendment to
the Fund's investment policies at the Special Meeting of
Stockholders to be held on March 27, 1997, then the Fund would be
permitted to use certain derivative investment products to reduce
certain risks to the Fund of exposure to market movements. The
uses will include the purchase and sale of financial forward and
futures contracts, including stock index futures, and options
thereon and combinations thereof. The Adviser would use these
products as market conditions warrant and only for hedging
purposes. The Fund's ability to use these products would be
limited by market conditions, regulatory limits and tax
considerations and there could be no assurance that the use of
any of these products would succeed in reducing the risk to the
Fund of exposure to market movements. New financial products and
risk management techniques continue to be developed and the Fund
would be permitted to use these new investments and techniques to
the extent consistent with its investment objective and amended
policies.
Financial Futures Contracts, Including Stock Index
Futures, and Options on Futures Contracts. A sale of a futures
contract entails the acquisition of a contractual obligation to
deliver the commodity called for by the contract at a specified
price on a specified date. A purchase of a futures contract
entails the incurring of a contractual obligation to acquire the
commodity called for by the contract at a specified price on a
specified date. The purchaser of a futures contract on an index
agrees to take or make delivery of an amount of cash equal to the
difference between a specified dollar multiple of the value of
the index on the expiration date of the contract and the price at
which the contract was originally struck. No physical delivery
of the securities underlying the index is made. Options on
futures contracts written or purchased by the Fund would be
traded on U.S. or foreign exchanges or over-the-counter.
General. The successful use of the foregoing derivative
investment products would draw upon the Adviser's special skills
and substantial experience with respect to such products and
would depend on the Adviser's ability to forecast market
movements correctly. Should interest or exchange rates move in
an unexpected manner, the Fund would not necessarily achieve the
anticipated benefits of forward and futures contracts or options
or could realize losses and thus be in a worse position than if
the products had not been used. Unlike many exchange-traded
futures contracts and options on futures contracts, there are no
daily price fluctuation limits with respect to options on
currencies and adverse market movements could therefore continue
A-1
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to an unlimited extent over a period of time. In addition, the
correlation between movements in the prices of such instruments
and movements in the prices of the securities hedged or used for
cover will not be perfect and could produce unanticipated losses.
The Fund's ability to dispose of its positions in
futures contracts, options and forward contracts would depend on
the availability of liquid markets in such instruments. Markets
in options and futures with respect to a number of securities and
currencies are relatively new and still developing. It is
impossible to predict the amount of trading interests that would
exist in various types of forward and futures contracts and
options. If a secondary market did not exist with respect to an
over-the-counter option purchased or written by the Fund, it
might not be possible to effect a closing transaction in the
option (i.e., dispose of the option), with the result that (i) an
option purchased by the fund would have to be exercised in order
for the Fund to realize any profit and (ii) the Fund might not be
able to sell currencies or portfolio securities covering an
option written by the Fund until the option expires or it
delivers the underlying futures contract or currency upon
exercise. Therefore, no assurance can be given that the Fund
would be able to utilize these products effectively for the
purposes set forth above. Furthermore, the Fund's ability to
engage in forward, futures and options transactions could be
limited by tax considerations.
A-2
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TABLE OF CONTENTS Page
_______________________________________________________________
Introduction.....................................
Proposal One: Election of Directors..............
Proposal Two: Approval of an Amendment
to the Investment Restrictions of the Fund.....
Other Matters....................................
Information as to the Fund's Principal
Officers, Investment Adviser, Administrator
and Principal Underwriter......................
Submission of Proposals for the Next
Meeting of Stockholders........................
Reports to Stockholders..........................
Exhibit A........................................
Alliance Growth and Income Fund, Inc.
_______________________________________________________________
Alliance Capital Management L.P.
_______________________________________________________________
NOTICE OF SPECIAL MEETING
OF STOCKHOLDERS AND
PROXY STATEMENT
March 27, 1997
<PAGE>
APPENDIX
PROXY PROXY
ALLIANCE GROWTH AND INCOME FUND, INC.
INSTRUCTIONS TO THE STOCKHOLDERS OF ALLIANCE GROWTH AND INCOME
FUND, INC. (the "Fund") IN CONNECTION WITH A SPECIAL MEETING OF
STOCKHOLDERS TO BE HELD ON MARCH 27, 1997.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE FUND.
The undersigned hereby instructs Jocelyn Dufort and Carol H.
Rappa to vote all shares of the Common Stock of the Corporation
registered in the name of the undersigned at the Special Meeting
of Stockholders of the Corporation to be held at 4:00 p.m.,
Eastern Standard Time, on March 27, 1997 at the offices of the
Fund, 1345 Avenue of the Americas, 33rd Floor, New York, New
York, 10105, and at all adjournments thereof. The undersigned
hereby acknowledges receipt of the Notice of Meeting and
accompanying Proxy Statement and hereby instructs said proxies to
vote said shares as indicated hereon.
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR ELECTION OF THE NOMINEES AS DIRECTORS AND FOR
ANY PROPOSAL FOR WHICH NO CHOICE IS INDICATED.
PLEASE REFER TO THE PROXY STATEMENT FOR
A DISCUSSION OF EACH OF THE PROPOSALS.
PLEASE VOTE, DATE AND SIGN ON OTHER SIDE
AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
Please sign this proxy exactly as your name appears on the books
of the Fund. 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, this signature should be that of an authorized
officer who should state his or her title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
___________________________ ______________________________
___________________________ ______________________________
<PAGE>
/X/ PLEASE MARK VOTES AS IN THIS EXAMPLE
1. Election of Directors. For All
For Withhold Except
/ / / / / /
DONALD J. ROBINSON and
JOHN H. DOBKIN
IF YOU DO NOT WISH YOUR SHARES VOTED "FOR" ANY PARTICULAR
NOMINEE, MARK THE "FOR ALL EXCEPT" BOX AND STRIKE A LINE
THROUGH THAT NOMINEE'S NAME. YOUR SHARES SHALL BE VOTED FOR
THE REMAINING NOMINEES.
2. APPROVAL OF AN AMENDMENT
TO THE FUND'S INVESTMENT For Against Abstain
RESTRICTIONS to permit / / / / / /
the Fund to purchase and
sell financial forward
and futures contracts and
options thereon.
3. In their discretion, on For Against Abstain
all such other matters / / / / / /
that may properly come
before the Meeting or
any adjournments thereof.
Please be sure to sign and date this Proxy. Date
Shareholder sign here Co-owner sign here
Mark box at right if comments or address change / /
have been noted on the reverse side of the card.
RECORD DATE SHARES:
2
00250050.AN5
