<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Alliance 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.
<PAGE>
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:
<PAGE>
<PAGE>
ALLIANCE CAPITAL [LOGO]/(R)/ ALLIANCE GROWTH AND INCOME FUND, INC.
- -------------------------------------------------------------------------------
1345 Avenue of the Americas, New York, New York 10105
February 18, 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.
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
<PAGE>
ALLIANCE CAPITAL [LOGO]/(R)/ 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 18, 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 18, 1997
- -------------------------------------------------------------------------------
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.
<PAGE>
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
18, 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
327,641,056 shares of common stock, comprising 206,997,425 Class A shares,
96,126,130 Class B shares, 24,353,443 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 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.
<PAGE>
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.
<TABLE>
<CAPTION>
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
- -------------------------- -------- ----------------
<S> <C> <C>
* John D. Carifa, Chairman of the Board and
President, 51. President, Chief Operating Officer
and a Director of Alliance Capital Management
Corporation, the sole general partner of the
Adviser ("ACMC")................................. 1987 -0-
**+ Ruth Block, Director, 66. She 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)........................ 1986 -0-
**+ David H. Dievler, Director, 67. He was formerly a
Senior Vice President of ACMC until December
1994............................................. 1987 -0-
**+ John H. Dobkin, Director, 54. 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.*......................... 1992 20,892
**+ William H. Foulk, Jr., Director, 64. He is an
investment adviser and independent consultant. He
was formerly Senior Manager of Barrett
Associates, Inc. a registered investment adviser,
since 1986....................................... 1992 -0-
</TABLE>
- --------
* "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.
2
<PAGE>
<TABLE>
<CAPTION>
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
- -------------------------- -------- ----------------
<S> <C> <C>
**+ Dr. James M. Hester, Director, 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..................... 1989 -0-
**+ Clifford L. Michel, Director, 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)......................................... 1989 3,267
**+ Donald J. Robinson, Director, 62. He was formerly
a partner at Orrick, Herrington & Sutcliff and is
currently of counsel to that law firm............ 1996 -0-
</TABLE>
- --------
** Member of the Audit Committee.
+ Member of the Nominating Committee.
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.
<TABLE>
<CAPTION>
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
----------- ------------- ------------- -------------
<S> <C> <C> <C>
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
</TABLE>
As of January 31, 1997, the Directors and officers of the Fund as a group
owned 1.99% of the Advisor class shares of the Fund.
3
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION
OF THE FOREGOING NOMINEES TO SERVE AS DIRECTORS OF THE FUND.
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 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
4
<PAGE>
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.
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.
5
<PAGE>
Edmund P. Bergan, Jr., Secretary, 46, is Senior Vice President and General
Counsel of Alliance Fund Distributors, Inc. ("AFD"), the Fund's principal
underwriter 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 AFD, 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 AFD, 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.
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.
6
<PAGE>
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 18, 1997
New York, New York
7
<PAGE>
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 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
A-1
<PAGE>
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
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE
- -------------------------------------------------------------------------------
<S> <C>
Introduction.............................................................. 1
Proposal One: Election of Directors....................................... 2
Proposal Two: Approval of an Amendment to the Investment Restrictions of
the Fund................................................................. 4
Other Matters............................................................. 5
Information as to the Fund's Principal Officers, Investment Adviser,
Administrator and Principal Underwriter.................................. 5
Submission of Proposals for the Next Meeting of Stockholders.............. 6
Reports to Stockholders................................................... 7
Exhibit A................................................................. A-1
</TABLE>
ALLIANCE GROWTH AND INCOME FUND, INC.
- -------------------------------------------------------------------------------
ALLIANCE CAPITAL [LOGO]/(R)/
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.
PROXY FOR THE 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 appoints each of Jocelyn Dufort and
Carol H. Rappa as proxies, each with the power to appoint her
substitute, and authorizes each of them to represent and to vote,
as designated on the reverse hereof, all the Common Stock of
Alliance Growth and Income Fund, Inc. (the "Fund") held of record
by the undersigned on January 31, 1997 at the Special Meeting of
Stockholders of the Fund 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, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
Change of Address or Comments Mark Here
NOTE: 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.
___________________________
Signature
___________________________
Signature (if held jointly)
___________________________
Date
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS. THE
DIRECTORS RECOMMEND VOTING "FOR" ALL PROPOSALS.
/X/ PLEASE MARK VOTES AS IN THIS EXAMPLE
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.
1. Election of Directors. For All Withhold
Nominees Authority For All
Listed For All Nominees
Below Nominees Except
/ / / / / /
DONALD J. ROBINSON and
JOHN H. DOBKIN
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.
Mark box at right if comments or address change / /
have been noted on the reverse side of the card.
Please Sign, Date and Return Promptly in the Enclosed Envelope --
No Postage is Required.
00250050.AN9
