<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(RULE 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
(Amendment No. )*
ACM Government Opportunity Fund, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
Michael A. Conway
Aon Advisors, Inc.
123 N. Wacker Drive
Chicago, Illinois 60606
- --------------------------------------------------------------------------------
(CUSIP Number)
000918 102
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 10, 1999
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box /X/.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
<PAGE> 2
CUSIP NO. 000918 102 13D PAGE 2 OF 10 PAGES
--------------------- -- --
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Aon Corporation
36-3051915
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
Not Aplicable
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
4,550,000
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
4,550,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,550,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
HC,CO
- --------------------------------------------------------------------------------
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CUSIP NO. 000918 102 13D PAGE 3 OF 10 PAGES
--------------------- -- --
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Aon Advisors, Inc.
54-1392321
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
Not Aplicable
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
4,550,000
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
4,550,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,550,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IA,CO
- --------------------------------------------------------------------------------
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CUSIP NO. 000918 102 13D PAGE 4 OF 10 PAGES
--------------------- -- --
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Combined Insurance Company of America
36-2136262
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
4,468,700
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
4,468,700
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,468,700
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IC,CO
- --------------------------------------------------------------------------------
<PAGE> 5
CUSIP NO. 000918 102 13D PAGE 5 OF 10 PAGES
--------------------- -- --
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Virginia Surety Company, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
81,300
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
81,300
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,300
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.01%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IC,CO
- --------------------------------------------------------------------------------
<PAGE> 6
CUSIP NO. 000918 102 SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This Schedule 13D (this "Schedule") relates to the common
stock (the "Common Stock") of ACM Government Opportunity Fund, Inc. (the
"Issuer"). The Issuer's principal executive offices are located at 1345 Avenue
of the Americas, New York, New York 10105.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule is being filed on behalf of Aon Corporation, a
Delaware corporation ("Aon"), Aon Advisors, Inc., a Virginia corporation ("Aon
Advisors"), Combined Insurance Company of America, an Illinois corporation
("CICA") and Virginia Surety Company, Inc., an Illinois corporation ("VSC"). Aon
Advisors, CICA and VSC are wholly owned subsidiaries of Aon. Aon, Aon Advisors,
CICA and VSC are sometimes referred to herein as the "Filing Persons".
Aon is a publicly held insurance holding company which,
through subsidiaries, is a major provider of insurance, insurance brokerage,
insurance underwriting, consulting and related services. Aon Advisors is a
company incorporated under the laws of the State of Virginia which serves as an
investment adviser to Aon, CICA, VSC and their affiliates and also to certain
mutual funds and unaffiliated third parties. CICA is a stock life insurance
company incorporated under the laws of the State of Illinois and domiciled
therein. CICA, together with its insurance subsidiaries, is a leading worldwide
provider of supplemental accident and health insurance and life insurance
products for individuals and also provides institutional investment and annuity
products. VSC is a stock life insurance Company incorporated under the laws of
the State of Illinois. VSC, together with its insurance subsidiaries, is a
leading worldwide provider of consumer extended warranty insurance and offers
specialty insurance products.
The Filing Persons share the same principal office and
business address: 123 North Wacker Drive, Chicago, Illinois
60606.
Aon is a parent holding company in accordance with section
240.13d-1(b)(ii)(G) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Aon Advisors is an investment adviser registered under section
203 of the Investment Advisers Act of 1940, as amended. CICA and VSC are
insurance companies as defined in section 3(a)(19) of the Exchange Act.
During the past five years, none of the Filing Persons, and
none of any of their executive officers or directors, have been convicted in a
criminal proceeding (excluding traffic
Page 6 of 10
<PAGE> 7
CUSIP NO. 000918 102 SCHEDULE 13D
violations or similar misdemeanors) or have been party to a civil proceeding of
a judicial or administrative body of competent jurisdiction resulting in a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
The names, addresses, offices and citizenship of the directors
and officers of each of the Filing Persons are set forth on Annex I hereto.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source of funds used to purchase the shares of Common
Stock listed in Item 5 was working capital designated as investment funds of
CICA or VSC, as the case may be. The amount of funds used to purchase such
shares of Common Stock was $34,759,157.88 in the aggregate.
ITEM 4. PURPOSE OF TRANSACTION
As disclosed in the Schedule 13G initially filed by Aon, Aon
Advisors and CICA on May 1, 1997 (the "Original Schedule 13G") and in each
subsequent amendment thereto, the purchases of Common Stock reported herein were
made in the ordinary course of business and not with the purpose or effect of
changing or influencing the control of the Issuer and not in connection with or
as a participant in any transaction having such purpose or effect. However, the
Filing Persons may, in the future, purchase additional shares of Common Stock or
dispose of such shares in the ordinary course of business or otherwise. Any
additional purchases, when aggregated with the Filing Persons' current level of
ownership of Common Stock, may be viewed as having the purpose or effect of
changing or influencing control of the Issuer.
None of the Filing Persons has any current plans or proposals
which relate to or would result in any matter described in paragraphs (a)
through (j) of Item 4 of Schedule 13D under the Exchange Act. The Filing Persons
may, in the future, for any reason and in their sole discretion change such
intentions and formulate their own plans and proposals relating to one or more
matters described in such paragraphs.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
See rows 7 through 11 and row 13 on pages 2 through 5.
The Issuer's Annual Report on Form N-30D dated September 27,
1999 states that, as of July 31, 1999, there were 13,071,872 shares of Common
Stock outstanding. The percentage
Page 7 of 10
<PAGE> 8
CUSIP NO. 000918 102 SCHEDULE 13D
ownership of Aon, Aon Advisors, CICA and VSC was derived using this number of
shares of Common Stock outstanding.
Pursuant to an Investment Advisory Agreement between Aon
Advisors and CICA, Aon Advisors acquired, on behalf of and as investment adviser
to CICA, 4,468,700 shares of Common Stock. In addition, pursuant to an
Investment Advisory Agreement between Aon Advisors and VSC, Aon Advisors
acquired, on behalf of and as investment adviser to VSC, an additional 81,300
shares of Common Stock. Because Aon is the parent holding company to both CICA
and VSC, Aon indirectly beneficially owns all such shares of Common Stock.
By reason of the purchases of Common Stock made on behalf of
CICA, Aon, Aon Advisors and CICA share the power to vote or direct the vote and
the power to dispose or direct the disposition of 4,468,700 shares of Common
Stock, or 34.2% of the total outstanding shares of Common Stock as of July 31,
1999.
In addition, by reason of the purchases of Common Stock made
on behalf of VSC, Aon, Aon Advisors and VSC share the power to vote or direct
the vote and the power to dispose or direct the disposition of 81,300 shares of
Common Stock, or 0.01% of the total outstanding shares of Common Stock as of
December 31, 1998. Thus, as of the date of this Schedule, Aon and Aon Advisors
share the power to vote or direct the vote and the power to dispose or direct
the disposition of an aggregate of 4,550,000 shares of Common Stock, or 34.8% of
the total outstanding shares of Common Stock as of July 31, 1999.
During the sixty day period preceding the date of this
Schedule, none of the Filing Persons acquired any shares of Common Stock other
than the following purchases by Aon Advisors on behalf of CICA:
Page 8 of 10
<PAGE> 9
CUSIP NO. 000918 102 SCHEDULE 13D
<TABLE>
<CAPTION>
Number of Price Per
Date Shares Share
- ---------- ----------- ------------
<S> <C> <C>
12/02/99 25,000 $6.9375
12/01/99 16,500 $6.8750
11/30/99 1,500 $6.9375
11/30/99 31,600 $6.9039
11/15/99 5,200 $7.1875
11/12/99 1,100 $7.1875
11/11/99 8,900 $7.1875
11/10/99 6,800 $7.1875
11/09/99 7,100 $7.1875
11/08/99 6,000 $7.1875
11/05/99 3,900 $7.1250
11/04/99 27,100 $7.1250
11/03/99 16,500 $7.1686
11/02/99 15,200 $7.1250
11/01/99 500 $7.0000
10/28/99 7,300 $7.1147
10/27/99 36,700 $6.9801
10/22/99 3,100 $7.0000
10/21/99 4,200 $7.0000
10/18/99 9,700 $6.9375
10/13/99 6,900 $7.0000
10/11/99 2,400 $7.0625
10/08/99 2,000 $7.0625
</TABLE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Aon Advisors and CICA are parties to an Investment Advisory
Agreement dated May 1, 1992 pursuant to which Aon Advisors serves as investment
adviser to CICA. In addition, Aon Advisors and VSC are parties to an Investment
Advisory Agreement dated May 1, 1992 pursuant to which Aon Advisors serves as
investment advisor to VSC. Copies of these agreements are filed as Exhibits A
and B to this Schedule, respectively.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
A. Investment Advisory Agreement dated May 1, 1992 between Aon Advisors
and CICA
B. Investment Advisory Agreement dated May 1, 1992 between Aon Advisors
and VSC
C. Joint Filing Agreement dated December 10, 1999 among each of the Filing
Persons
Page 9 of 10
<PAGE> 10
CUSIP NO. 000918 102 SCHEDULE 13D
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, I
hereby certify that the information set forth in this statement is true,
complete and correct.
Aon Corporation
Date: December 10, 1999
/s/ Michael A. Conway
- ---------------------------------------------------------
By: Michael A. Conway
Senior Vice President and Senior Investment Officer
Aon Advisors, Inc.
Date: December 10, 1999
/s/ Michael A. Conway
- ---------------------------------------------------------
By: Michael A. Conway
President
Combined Insurance Company of America
Date: December 10, 1999
/s/ Michael A. Conway
- ---------------------------------------------------------
By: Michael A. Conway
Senior Vice President
Virginia Surety Company, Inc.
Date: December 10, 1999
/s/ Michael A. Conway
- ---------------------------------------------------------
By: Michael A. Conway
Senior Vice President
Page 10 of 10
<PAGE> 11
CUSIP NO. 000918 102 SCHEDULE 13D
ANNEX I
OFFICERS AND DIRECTORS
Set forth below is a list of each of the directors and officers of each
of the Filing Persons. Unless otherwise indicated, each person identified on
this Annex I shares the business address of the Filing Person and is a citizen
of the United States.
<TABLE>
<CAPTION>
Name Title Citizenship Address
- ---- ----- ----------- -------
<S> <C> <C> <C>
Aon Corporation:
- ----------------
Patrick G. Ryan Chief Executive
Officer and Director
Daniel T. Carroll Director
Michael A. Conway Senior Vice President and
Senior Investment Officer
Franklin A. Cole Director
Daniel T. Cox Executive Vice President
Edgar A. Jannotta Director
Lester B. Knight Director
Perry J. Lewis Director
Andrew J. McKenna Director
Newton N. Minow Director
Richard C. Notebaert Director
Michael D. O'Halleran Director
Donald S. Perkins Director
John W. Rogers, Jr. Director
George A. Schaefer Director
Raymond I. Skilling Director
Fred L. Turner Director
Arnold R. Weber Director
Dr. Carolyn Y. Woo Director
Harvey Medvin Vice President and
Chief Financial Officer
Aon Advisors:
- -------------
Michael A. Conway President and Director
Mark B. Burka Senior Executive Director
John G. Lagedrost Executive Director
Brian H. Lawrence Treasurer
</TABLE>
I-1
<PAGE> 12
CUSIP NO. 000918 102 SCHEDULE 13D
<TABLE>
CICA:
- -----
<S> <C>
Michael A. Conway Senior Vice President and
Director
Alastair M. Cumming Senior Vice President of
Life and Health USA
John E. Johnston President of European
Operations
Steven E. Lippai Executive Vice President
and Chief Actuary
Harvey N. Medvin Director
Richard M. Ravin Chairman, Chief Executive
Officer and President
Patrick G. Ryan Director
Raymond I. Skilling Director
James D. White Director
VSC:
- ----
Oriana L. Bakka Vice President and Director
Wayne J. Baliga Vice President and Director
Carolyn Barrett Vice President-Sales/Marketing
and Director
Michael A. Conway Senior Vice President
and Director
Gregg J. Davis Executive Vice President
and Director
Arlene H. Hardy Treasurer
Lawrence B. Levensen Senior Vice President
Samuel F. Licitra Senior Vice President
and Director
Richard Machalinski Senior Vice President
and Director
James D. White Vice President and Director
Robert F. Shepard Executive Vice President
and Director
</TABLE>
I-2
<PAGE> 13
CUSIP NO. 000918 102 SCHEDULE 13D
EXHIBIT A
INVESTMENT ADVISORY AGREEMENT
This Investment Advisory Agreement, ("Agreement") is made and entered
into on or as of this 1st day of May, 1992 by and between AON ADVISORS, INC., a
Virginia corporation, (hereinafter called "ADVISORS") and COMBINED INSURANCE
COMPANY OF AMERICA, an Illinois corporation, (hereinafter called "COMPANY").
W I T N E S S E T H:
WHEREAS, it is desired by COMPANY that ADVISORS act in the capacity of
investment advisor to COMPANY, with respect to the desirability of owning,
purchasing, selling, exchanging, or otherwise investing in and managing either
equity or fixed income securities (including, but not limited to common stock,
shares of beneficial interest, preferred stocks, bonds, debentures, notes or
other evidences of indebtedness, and any security convertible into or carrying
any warrant or right to subscribe to or purchase such securities), or with
respect to the desirability of investing in real or personal property, for the
account of COMPANY; and
WHEREAS, it is desired by COMPANY that ADVISORS provide the necessary
investment services for execution of COMPANY's investment transactions; and
WHEREAS, ADVISORS is willing to act in such capacities;
NOW, THEREFORE, in and for the consideration set forth, the parties
hereto mutually agree as follows:
I. ADVISORS will make recommendations to COMPANY's Board of Directors
and/or Investment Committee concerning the investment of such
funds of COMPANY as COMPANY may allocate for investment advice and
management by ADVISORS hereunder, and COMPANY's Board of Directors
or Investment Committee will establish general guidelines,
policies, and procedures for investment of these funds.
II. Subject to the terms of this Agreement, ADVISORS is hereby given
full authority, to buy, sell or exchange, or otherwise dispose of,
equity or fixed income securities for the account of COMPANY, or
to buy, sell, exchange, or otherwise dispose of, real or personal
property, for the account of COMPANY, using whatever COMPANY funds
are made available by COMPANY for that purpose, and to
A-1
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CUSIP NO. 000918 102 SCHEDULE 13D
manage such portion of the investment portfolio of COMPANY as it
shall allocate; however, ADVISORS shall at all times comply with
all requirements of the Illinois Insurance Code with respect to
the purchase, retention and sale of such assets.
III. In addition to the foregoing, ADVISORS will carry out specific
investment authorizations and directives issued by COMPANY's Board
of Directors or Investment Committee, and assist COMPANY's Board
of Directors and Investment Committee in their review of ADVISORS'
recommendations and actions.
IV. ADVISORS shall report all purchases, sales, exchanges or other
investment transactions for the account of COMPANY to COMPANY's
Board of Directors or Investment Committee for approval and
ratification following such transactions. ADVISORS will also
provide monthly summaries of investments owned by COMPANY,
investment performance and similar data so that the COMPANY's
Board of Directors and Investment Committee will have sufficient
information to carry out their functions.
V. It is hereby expressly understood and agreed that COMPANY's
investments shall at all times be within the control of COMPANY's
Board of Directors or Investment Committee.
VI. For ADVISORS' performance of the investment advisory services
contemplated hereunder, COMPANY shall pay ADVISORS a sum,
determined at the beginning of each calendar year during the term
of this Agreement, and approved by COMPANY's Board of Directors or
Investment Committee, representing a fair and reasonable
allocation to COMPANY of ADVISORS' projected calendar-year
investment advisory expenses. This sum shall be determined by
ADVISORS by applying to ADVISORS' projected investment advisory
expenses a percentage arrived at by taking into account the dollar
amount of assets to be managed for COMPANY and all other COMPANY
affiliates, the types of such assets, the dollar amount of new
money to be invested for COMPANY, and such other cost factors as
are considered appropriate in determining a fair and reasonable
cost allocation in accordance with the provisions of Illinois
Insurance Regulation. The cost allocation hereunder to COMPANY
however,
A-2
<PAGE> 15
CUSIP NO. 000918 102 SCHEDULE 13D
shall not include, directly or indirectly, any portion of the
investment advisory fees paid to ADVISORS, by Aon Money Market
Fund, Inc., or any other fund advised by ADVISORS with respect
to shares of any such fund purchased or sold by COMPANY. This
dollar allocation of ADVISORS' investment advisory expenses to
COMPANY shall be submitted at least annually, together with any
necessary or appropriate adjustments thereto, for approval by
COMPANY's Board of Directors or Investment Committee. COMPANY
shall remit to ADVISORS one-fourth of the sum determined in
accordance with the provisions of the preceding sentence by the
30th day following the close of each calendar quarter in March,
June, September and December in each calendar year during the
term of this Agreement.
VII. This Agreement shall remain in full force and effect from the
date hereof until such time as it is terminated. Termination
shall occur immediately upon mutual consent, or on the
expiration of 60 day prior written notice by either party to the
other. COMPANY shall be liable for investment advisory fees
accrued to the date of termination. The foregoing
notwithstanding however, this Agreement shall continue to apply
to investment commitments outstanding and transaction in
progress at the effective date of termination, until such
commitments and transactions are completed or otherwise
resolved.
VIII. This Agreement may not be assigned by ADVISORS without the prior
consent of COMPANY. For purposes of this restriction upon
assignment of this Agreement, the term "assignment" shall have
the meaning given to it by Section 202(a)(1) of the Investment
Advisors Act of 1940.
IX. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, and such counterparts
shall constitute but one and the same instrument, which may be
sufficiently evidenced by any one counterpart.
A-3
<PAGE> 16
CUSIP NO. 000918 102 SCHEDULE 13D
IN WITNESS WHEREOF, the undersigned have executed this Agreement to be
effective on or as of the date first above written, pursuant to proper authority
in them.
COMBINED INSURANCE COMPANY AON ADVISORS, INC.
OF AMERICA
By: /s/ Mark B. Burka By: /s/ Michael Conway
---------------------------- ---------------------------------
Vice President Michael Conway, President
ATTEST: /s/ Arthur Quern ATTEST: /s/ Margaret M. Parker
------------------------ -----------------------------
Secretary Secretary
A-4
<PAGE> 17
CUSIP NO. 000918 102 SCHEDULE 13D
EXHIBIT B
INVESTMENT ADVISORY AGREEMENT
This Investment Advisory Agreement, ("Agreement") is made and entered
into on or as of this 1st day of May, 1992 by and between AON ADVISORS, INC., a
Virginia corporation, (hereinafter called "ADVISORS") and VIRGINIA SURETY
COMPANY, INC., an Illinois corporation, (hereinafter called "COMPANY").
W I T N E S S E T H:
WHEREAS, it is desired by COMPANY that ADVISORS act in the capacity of
investment advisor to COMPANY, with respect to the desirability of owning,
purchasing, selling, exchanging, or otherwise investing in and managing either
equity or fixed income securities (including, but not limited to common stock,
shares of beneficial interest, preferred stocks, bonds, debentures, notes or
other evidences of indebtedness, and any security convertible into or carrying
any warrant or right to subscribe to or purchase such securities), or with
respect to the desirability of investing in real or personal property, for the
account of COMPANY; and
WHEREAS, it is desired by COMPANY that ADVISORS provide the necessary
investment services for execution of COMPANY's investment transactions; and
WHEREAS, ADVISORS is willing to act in such capacities;
NOW, THEREFORE, in and for the consideration set forth, the parties
hereto mutually agree as follows:
I. ADVISORS will make recommendations to COMPANY's Board of Directors
and/or Investment Committee concerning the investment of such
funds of COMPANY as COMPANY may allocate for investment advice and
management by ADVISORS hereunder, and COMPANY's Board of Directors
or Investment Committee will establish general guidelines,
policies, and procedures for investment of these funds.
II. Subject to the terms of this Agreement, ADVISORS is hereby given
full authority, to buy, sell or exchange, or otherwise dispose of,
equity or fixed income securities for the account of COMPANY, or
to buy, sell, exchange, or otherwise dispose of, real or personal
property, for the account of COMPANY, using whatever COMPANY funds
are made available by COMPANY for that purpose, and to
B-1
<PAGE> 18
CUSIP NO. 000918 102 SCHEDULE 13D
manage such portion of the investment portfolio of COMPANY as it
shall allocate; however, ADVISORS shall at all times comply with
all requirements of the Illinois Insurance Code with respect to
the purchase, retention and sale of such assets.
III. In addition to the foregoing, ADVISORS will carry out specific
investment authorizations and directives issued by COMPANY's Board
of Directors or Investment Committee, and assist COMPANY's Board
of Directors and Investment Committee in their review of ADVISORS'
recommendations and actions.
IV. ADVISORS shall report all purchases, sales, exchanges or other
investment transactions for the account of COMPANY to COMPANY's
Board of Directors or Investment Committee for approval and
ratification following such transactions. ADVISORS will also
provide monthly summaries of investments owned by COMPANY,
investment performance and similar data so that the COMPANY's
Board of Directors and Investment Committee will have sufficient
information to carry out their functions.
V. It is hereby expressly understood and agreed that COMPANY's
investments shall at all times be within the control of COMPANY's
Board of Directors or Investment Committee.
VI. For ADVISORS' performance of the investment advisory services
contemplated hereunder, COMPANY shall pay ADVISORS a sum,
determined at the beginning of each calendar year during the term
of this Agreement, and approved by COMPANY's Board of Directors or
Investment Committee, representing a fair and reasonable
allocation to COMPANY of ADVISORS' projected calendar-year
investment advisory expenses. This sum shall be determined by
ADVISORS by applying to ADVISORS' projected investment advisory
expenses a percentage arrived at by taking into account the dollar
amount of assets to be managed for COMPANY and all other COMPANY
affiliates, the types of such assets, the dollar amount of new
money to be invested for COMPANY, and such other cost factors as
are considered appropriate in determining a fair and reasonable
cost allocation in accordance with the provisions of Illinois
Insurance Regulation. The cost allocation hereunder to COMPANY
however,
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CUSIP NO. 000918 102 SCHEDULE 13D
shall not include, directly or indirectly, any portion of the
investment advisory fees paid to ADVISORS, by Aon Money Market
Fund, Inc., or any other fund advised by ADVISORS with respect
to shares of any such fund purchased or sold by COMPANY. This
dollar allocation of ADVISORS' investment advisory expenses to
COMPANY shall be submitted at least annually, together with any
necessary or appropriate adjustments thereto, for approval by
COMPANY's Board of Directors or Investment Committee. COMPANY
shall remit to ADVISORS one-fourth of the sum determined in
accordance with the provisions of the preceding sentence by the
30th day following the close of each calendar quarter in March,
June, September and December in each calendar year during the
term of this Agreement.
VII. This Agreement shall remain in full force and effect from the
date hereof until such time as it is terminated. Termination
shall occur immediately upon mutual consent, or on the
expiration of 60 day prior written notice by either party to the
other. COMPANY shall be liable for investment advisory fees
accrued to the date of termination. The foregoing
notwithstanding however, this Agreement shall continue to apply
to investment commitments outstanding and transaction in
progress at the effective date of termination, until such
commitments and transactions are completed or otherwise
resolved.
VIII. This Agreement may not be assigned by ADVISORS without the prior
consent of COMPANY. For purposes of this restriction upon
assignment of this Agreement, the term "assignment" shall have
the meaning given to it by Section 202(a)(1) of the Investment
Advisors Act of 1940.
IX. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, and such counterparts
shall constitute but one and the same instrument, which may be
sufficiently evidenced by any one counterpart.
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CUSIP NO. 000918 102 SCHEDULE 13D
IN WITNESS WHEREOF, the undersigned have executed this Agreement to be
effective on or as of the date first above written, pursuant to proper authority
in them.
VIRGINIA SURETY COMPANY, INC. AON ADVISORS, INC.
By: /s/ Ronald D. Markovits By: /s/ Michael Conway
--------------------------------- ---------------------------------
Vice President Michael Conway, President
ATTEST: /s/ Hugo A. Lorenz ATTEST: /s/ Margaret M. Parker
----------------------------- -----------------------------
Hugo A. Lorenz, Secretary Secretary
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CUSIP NO. 000918 102 SCHEDULE 13D
EXHIBIT C
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(f)(1) of the Securities Exchange Act of
1934, each of the parties to this Joint Filing Agreement (the "Agreement")
agrees that the statement on Schedule 13D with respect to the Common Stock
issued by ACM Government Opportunity Fund, Inc., to which this Agreement is
attached as an Exhibit, is filed on behalf of each such party and that any
amendments to the attached Schedule 13D will likewise be filed on behalf of each
such party.
Aon Corporation
Date: December 10, 1999
/s/ Michael A. Conway
- ------------------------------------
By: Michael A. Conway
Senior Vice President and
Senior Investment Officer
Aon Advisors, Inc.
Date: December 10, 1999
/s/ Michael A. Conway
- ------------------------------------
By: Michael A. Conway
President
Combined Insurance Company of America
Date: December 10, 1999
/s/ Michael A. Conway
- ------------------------------------
By: Michael A. Conway
Senior Vice President
Virginia Surety Company, Inc.
Date: December 10, 1999
/s/ Michael A. Conway
- ------------------------------------
By: Michael A. Conway
Senior Vice President
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