<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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 Mortgage Securities 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.
Identify the previous filing by registration statement
<PAGE>
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 BOND FUND, INC.
ALLIANCE MORTGAGE SECURITIES
INCOME FUND, INC.
ALLIANCE MUNICIPAL INCOME FUND,
INC.
ALLIANCE MUNICIPAL INCOME FUND II
[LOGO OF ALLIANCE CAPITAL ALLIANCE SHORT-TERM MULTI-MARKET
APPEARS HERE] TRUST, INC.
- -------------------------------------------------------------------------------
1345 Avenue of the Americas
New York, New York 10105
Toll Free (800) 221-5672
- -------------------------------------------------------------------------------
NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
JANUARY 12, 1998
To the Shareholders of Alliance Bond Fund, Inc. ("ABF"), Alliance Mortgage
Securities Income Fund, Inc. ("AMSIF"), Alliance Municipal Income Fund, Inc.
("AMIF"), Alliance Municipal Income Fund II ("AMIF II") and Alliance Short-
Term Multi-Market Trust, Inc. ("ASMT"):
Notice is hereby given that a Joint Annual Meeting of Shareholders (the
"Meeting") of ABF, AMSIF, AMIF, AMIF II and ASMT (individually, a "Fund" and
collectively, the "Funds") will be held at the offices of the Funds, 1345
Avenue of the Americas, 33rd Floor, New York, New York 10105, on Monday,
January 12, 1998 at 11:00 a.m., for the following purposes, all of which are
more fully described in the accompanying Proxy Statement dated December 8,
1997:
1. To elect eight Directors of each of ABF, AMSIF, AMIF and ASMT and to
elect eight Trustees of AMIF II, each to hold office until the next meeting of
shareholders and until his or her successor is duly elected and qualified;
2. To ratify the selection of Ernst & Young LLP as independent auditors of
each Fund for the Fund's fiscal year ending in 1998; and
3. To transact such other business as may properly come before the Meeting.
The close of business on November 28, 1997 is the record date for the
determination of shareholders of the Funds 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 or Trustees of each Fund.
By Order of the Boards of Directors
and the Trustees,
Edmund P. Bergan, Jr.
Secretary
New York, New York
December 8, 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 FUNDS 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 BOND FUND, INC.
ALLIANCE MORTGAGE SECURITIES INCOME FUND, INC.
ALLIANCE MUNICIPAL INCOME FUND, INC.
ALLIANCE MUNICIPAL INCOME FUND II
ALLIANCE SHORT-TERM MULTI-MARKET TRUST, INC.
1345 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10105
----------------
JOINT ANNUAL MEETING OF SHAREHOLDERS
JANUARY 12, 1998
----------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Boards of Directors of Alliance Bond Fund, Inc.
("ABF"), Alliance Mortgage Securities Income Fund, Inc. ("AMSIF"), Alliance
Municipal Income Fund, Inc. ("AMIF") and Alliance Short-Term Multi-Market
Trust, Inc. ("ASMT"), each of which is a Maryland corporation, and the
Trustees of Alliance Municipal Income Fund II ("AMIF II"), a Massachusetts
business trust (individually, a "Fund" and collectively, the "Funds"), to be
held at the offices of the Funds, 1345 Avenue of the Americas, 33rd Floor, New
York, New York 10105, on Monday, January 12, 1998 at 11:00 a.m. The
solicitation will be by mail and the cost for each Fund will be borne by that
Fund. The Notice of Meeting, Proxy Statement and Proxy Card are being mailed
to shareholders on or about December 8, 1997.
The Board of Directors or Trustees of each Fund has fixed the close of
business on November 28, 1997 as the record date for the determination of
shareholders entitled to notice of, and to vote at, the Meeting and at any
adjournment thereof. The outstanding voting shares of the Funds as of
November 28, 1997 consisted of 199,949,860 shares of common stock of ABF,
85,063,164 shares of common stock of AMSIF, 187,245,356 shares of common stock
of AMIF, 35,598,919 shares of beneficial interest in AMIF II and 67,788,307
shares of common stock of ASMT, 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 for a Fund will be voted for the election of eight nominees and
Directors or Trustees, and for the ratification of the selection of Ernst &
Young LLP as the independent auditors of the Fund for its fiscal year ending
in 1998. Any shareholder may revoke that shareholder's proxy at any time prior
to exercise thereof by giving written notice to the Secretary of the Funds at
1345 Avenue of the Americas, New York, New York 10105, by signing another
proxy of a later date or by personally voting at the Meeting.
The Meeting is scheduled as a joint meeting of the respective shareholders
of the Funds because the shareholders of all the Funds are to consider and
vote on similar matters. Shareholders of each Fund
<PAGE>
will vote separately on each proposal set forth herein and on any other
matters that may arise for that Fund, and an unfavorable vote on a proposal by
the shareholders of one Fund will not affect the implementation of the
proposal by any other Fund if such proposal is approved by the shareholders of
the other Fund.
A quorum for each Fund for the Meeting will consist of one-third of the
shares outstanding and entitled to vote. In the event that a quorum is not
represented at the Meeting for a Fund 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 with respect to a Fund are not received, the persons named
as proxies may propose and vote for one or more adjournments of the Meeting
with respect to that Fund with no other notice than announcement at the
Meeting, in order to permit further solicitation of proxies. The Meeting may
be adjourned as to a Fund with respect to fewer than all the proposals in this
Proxy Statement and a shareholder vote may be taken on any one of the
proposals prior to adjournment if sufficient votes have been received for
approval. Shares represented by proxies indicating a vote against a proposal
will be voted against adjournment as to that proposal.
PROPOSAL ONE
ELECTION OF DIRECTORS OR TRUSTEES
At the Meeting, eight Directors of each of ABF, AMSIF, AMIF and ASMT and
eight Trustees of AMIF II will be elected to serve until their successors are
elected and qualified. The affirmative vote of a plurality of the votes cast
at the Meeting is required to elect a Director or Trustee. It is the intention
of the persons named in the enclosed proxy card to nominate and vote in favor
of the election of the persons listed below.
Messrs. John D. Carifa, David H. Dievler and Clifford L. Michel, Ms. Ruth
Block and Dr. James M. Hester were previously elected as Directors of ABF,
AMSIF, AMIF and ASMT and as Trustees of AMIF II by the Funds' respective
shareholders. Mr. Donald J. Robinson was elected as a Director of ABF, AMSIF,
AMIF and ASMT and Trustee of AMIF II at a joint meeting of the Board of
Directors and Trustees of the Funds held on June 4, 1996. The foregoing
individuals are standing for re-election by shareholders at the Meeting.
Messrs. John H. Dobkin and William H. Foulk, Jr. were nominated for election
as Directors of ABF, AMSIF, AMIF and ASMT and Trustees of AMIF II by joint
action of the respective Nominating Committees of the Directors and Trustees
of the Funds taken on November 26, 1997 and are standing for shareholder
election. Messrs. Dobkin and Foulk were nominated at the recommendation of
Alliance Capital Management L.P., the investment adviser to each Fund
("Alliance").
Each of Messrs. Carifa, Dievler, Dobkin, Foulk, Michel and Robinson, Ms.
Block and Dr. Hester has consented to serve as a Director or Trustee, as the
case may be, of each Fund. The Boards of Directors or Trustees of the Funds
know of no reason why any of the nominees, Directors or Trustees would be
unable to serve, but in the event of such inability the proxies received will
be voted for a substitute nominee as each Fund's Board of Directors or
Trustees may recommend. As described more fully below (See "Submission of
Proposals for Future Meetings of Shareholders"), it is likely that shareholder
meetings will not be held on an annual basis, and therefore, the nominees and
Directors or Trustees, if elected at the Meeting, will serve for an indefinite
period.
2
<PAGE>
Certain information concerning the nominees and the Funds' Directors or
Trustees is set forth below.
<TABLE>
<CAPTION>
NAME, POSITIONS
AND
OFFICES WITH THE
FUNDS,
AGE PRINCIPAL OCCUPATION, NUMBER OF SHARES
DURING THE PAST YEAR FIRST BENEFICIALLY
FIVE YEARS BECAME A OWNED DIRECTLY OR
AND OTHER DIRECTOR INDIRECTLY AS OF
DIRECTORSHIPS OR TRUSTEE NOVEMBER 28, 1997
- ------------------------- -------------- -----------------
<S> <C> <C>
*John D. Carifa, Chairman of each Board ABF 1987 3,093 ABF
and President, 52. President, Chief AMSIF 1987 4,973 AMIF
Operating Officer and a Director of AMIF 1987
Alliance Capital Management Corporation, AMIF II 1993
("ACMC"). ASMT 1989
**+Ruth Block, Director, 67. She was formerly ABF 1987 2,711 ABF
an Executive Vice President and Chief AMSIF 1987 5,766 AMIF
Insurance Officer of The Equitable Life AMIF 1987
Assurance Society of the United States. She AMIF II 1993
is a Director of Ecolab Incorporated ASMT 1989
(specialty chemicals) and Amoco Corporation
(oil and gas).
**+David H. Dievler, Director, 68. He is an ABF 1987 93,370 ABF
independent consultant. He was formerly a AMSIF 1987 1,263 AMSIF
Senior Vice President of ACMC until AMIF 1987 6,148 AMIF
December 1994. AMIF II 1993 24,125 AMIF II
ASMT 1989
John H. Dobkin, nominee, 55. President of ABF 1998++ -0-
Historic Hudson Valley (historic AMSIF 1998++
preservation) since 1990. He was formerly AMIF 1998++
Director of the National Academy of Design. AMIF II 1998++
ASMT 1998++
William H. Foulk, Jr., nominee, 65. He is ABF 1998++ -0-
an investment adviser and independent AMSIF 1998++
consultant. He was formerly Senior Manager AMIF 1998++
of Barrett Associates, Inc., a registered AMIF II 1998++
investment adviser, since 1986. ASMT 1998++
**+Dr. James M. Hester, Director, 73. ABF 1987 223 ABF
President of The Harry Frank Guggenheim AMSIF 1987 13,270 AMIF
Foundation. He was formerly President of AMIF 1987
New York University and The New York AMIF II 1993
Botanical Garden and Rector of The United ASMT 1989
Nations University. He was formerly a
Director of Union Carbide Corporation.
</TABLE>
- --------
* "Interested person," as defined in the Investment Company Act of 1940, as
amended (the "Act"), of each Fund because of affiliation with Alliance.
** Member of the Audit Committee.
+ Member of the Nominating Committee.
++ If elected at this Meeting.
3
<PAGE>
<TABLE>
<CAPTION>
NAME, POSITIONS
AND
OFFICES WITH THE
FUNDS,
AGE PRINCIPAL OCCUPATION, NUMBER OF SHARES
DURING THE PAST YEAR FIRST BENEFICIALLY
FIVE YEARS BECAME A OWNED DIRECTLY OR
AND OTHER DIRECTOR INDIRECTLY AS OF
DIRECTORSHIPS OR TRUSTEE NOVEMBER 28, 1997
- ------------------------- ------------ -----------------
<S> <C> <C>
**+Clifford L. Michel, Director, 58. Partner ABF 1987 20,683 ASMT
in the law firm of Cahill Gordon & Reindel. AMSIF 1987
He is Chief Executive Officer of Wenonah AMIF 1987
Development Company (investments) and a AMIF II 1993
Director of Placer Dome, Inc. (mining). ASMT 1989
**+Donald J. Robinson, Director, 63. He was ABF 1996 -0-
formerly a partner in Orrick, Herrington AMSIF 1996
& Sutcliff and is currently Senior Counsel AMIF 1996
to that law firm. AMIF II 1996
ASMT 1996
</TABLE>
- --------
** Member of the Audit Committee.
+ Member of the Nominating Committee.
During the Funds' respective fiscal years ended in 1997, the Directors and
Trustees met six times. The Audit Committee of each Fund met twice during such
fiscal year and the Nominating Committee of each Fund did not meet. The
Nominating Committee of each Fund was constituted for the purpose of selecting
and nominating persons to fill any vacancies among the Directors or Trustees.
The Nominating Committees do not currently consider candidates proposed by
shareholders for election as Directors or Trustees.
A Fund does not pay any fees to, or reimburse expenses of, its Directors or
Trustees who are considered "interested persons" of the Fund. The aggregate
compensation paid by each Fund to each of its Directors or Trustees during its
most recent fiscal year, the aggregate compensation paid to each of the
Directors, Trustees and nominees during calendar year 1996 by all the
registered investment companies as to which Alliance provides investment
advisory services (collectively, the "Alliance Fund Complex"), and the total
number of registered investment companies (and separate investment portfolios
within those companies) in the Alliance Fund Complex with respect to which each
of the Directors, Trustees and nominees serves as a director or trustee, are
set forth below. Neither the Funds nor any other registered investment company
in the Alliance Fund Complex provides compensation in the form of pension or
retirement benefits to any of its directors or trustees.
4
<PAGE>
<TABLE>
<CAPTION>
TOTAL NUMBER OF
INVESTMENT PORTFOLIOS
TOTAL NUMBER OF FUNDS WITHIN THE ALLIANCE
IN THE ALLIANCE FUND FUND COMPLEX,
TOTAL COMPENSATION COMPLEX, INCLUDING INCLUDING THE FUNDS,
NAME OF FROM THE ALLIANCE THE FUNDS, AS TO AS TO WHICH THE
DIRECTOR, FUND COMPLEX, WHICH THE DIRECTOR, DIRECTOR, TRUSTEE OR
TRUSTEE OR AGGREGATE COMPENSATION INCLUDING THE TRUSTEE OR NOMINEE IS NOMINEE IS A DIRECTOR
NOMINEE FROM THE FUNDS FUNDS A DIRECTOR OR TRUSTEE OR TRUSTEE
---------- ---------------------- ------------------ --------------------- ---------------------
<S> <C> <C> <C> <C>
John D. Carifa.......... $ -0- $ -0- 53 117
Ruth Block.............. $3,834 ABF $157,500 39 79
$3,395 AMSIF
$3,225 AMIF
$3,384 AMIF II
$3,395 ASMT
David H. Dievler........ $3,816 ABF $182,000 46 82
$3,374 AMSIF
$3,235 AMIF
$3,366 AMIF II
$3,374 ASMT
John H. Dobkin.......... $ -0- $121,250 32 55
William H. Foulk, Jr. .. $ -0- $144,250 35 73
Dr. James M. Hester..... $3,828 ABF $148,500 40 76
$3,402 AMSIF
$3,200 AMIF
$3,357 AMIF II
$3,402 ASMT
Clifford L. Michel...... $3,554 ABF $146,068 40 91
$3,129 AMSIF
$2,930 AMIF
$3,074 AMIF II
$3,402 ASMT
Donald J. Robinson...... $3,308 ABF $137,250 43 105
$1,182 AMSIF
$3,160 AMIF
$3,321 AMIF II
$ 409 ASMT
</TABLE>
Alliance has instituted a policy applicable to all registered investment
companies in the Alliance Fund Complex contemplating that each Director or
Trustee will invest $150,000 in shares of at least five funds in the Alliance
Fund Complex (including the Funds) before the end of 1997. As of November 28,
1997, the officers, nominees and Directors or Trustees of each Fund, as a
group, owned less than 1% of the shares of that Fund.
THE DIRECTORS OR TRUSTEES OF EACH FUND RECOMMEND THAT THE SHAREHOLDERS VOTE
FOR THE ELECTION OF THE FOREGOING INDIVIDUALS TO SERVE AS A DIRECTOR OR
TRUSTEE OF THAT FUND.
5
<PAGE>
PROPOSAL TWO
RATIFICATION OF SELECTION OF
INDEPENDENT AUDITORS
The Directors or Trustees of each Fund recommend that the shareholders
ratify the selection of Ernst & Young LLP, independent auditors, to audit the
accounts of that Fund for the fiscal year ending in 1998 (June 30 in the case
of ABF, September 30 in the case of AMIF II, October 31 in the case of AMIF
and ASMT and December 31 in the case of AMSIF). Their selection was approved
by the vote, cast in person, of a majority of the Directors or Trustees of
each Fund except AMSIF, including a majority of the Directors or Trustees who
are not "interested persons" of that Fund, as defined in the Act, at meetings
held on June 18, 1997 with respect to ABF and September 10, 1997 with respect
to each of AMIF, AMIF II and ASMT. The Board of Directors of AMSIF is
scheduled to meet on December 10, 1997 to consider, among other matters, the
selection of Ernst & Young LLP as independent auditors of the Fund for its
fiscal year ending in 1998. Ernst & Young LLP has audited the accounts of each
Fund since the commencement of that Fund's operations, and does not have any
direct financial interest or any material indirect financial interest in any
of the Funds.
A representative of Ernst & Young LLP is expected to attend the Meeting and
to have the opportunity to make a statement and respond to appropriate
questions from shareholders. The Audit Committee of the Directors or Trustees
of each Fund generally meets twice during that Fund's fiscal year with
representatives of the independent auditors to discuss the scope of their
engagement and to review the financial statements of the Fund and the results
of their examination thereof.
THE DIRECTORS OR TRUSTEES OF EACH FUND RECOMMEND THAT THE SHAREHOLDERS VOTE
FOR THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS OF THAT FUND.
INFORMATION AS TO THE PRINCIPAL
OFFICERS, INVESTMENT ADVISER
AND PRINCIPAL UNDERWRITER OF THE FUNDS
The principal officers of the Funds, their ages and their principal
occupations during the past five years are set forth below. Each of the
officers listed below currently serves as an officer of one or more of the
other registered investment companies sponsored by Alliance.
John D. Carifa, Director, Chairman and President of each Fund. (See Proposal
One, "Election of Directors or Trustees," at page 3 for biographical
information.)
Wayne D. Lyski, Senior Vice President of each Fund, 56, is an Executive Vice
President of ACMC, with which he has been associated since prior to 1992.
Kathleen A. Corbet, Senior Vice President of each Fund, 37, is an Executive
Vice President of ACMC, with which she has been associated since July 1993.
Prior thereto, she headed Equitable Capital Management Corporation's Fixed
Income Management Department since prior to 1992.
Susan P. Keenan, Senior Vice President of AMIF and AMIF II, 40, is a Senior
Vice President of ACMC, with which she has been associated since prior to
1992.
6
<PAGE>
Patricia J. Young, Senior Vice President of ABF and AMSIF, 43, is a Senior
Vice President of ACMC, with which she has been associated since 1992.
Paul J. Denoon, Vice President of ABF, 35, is a Vice President of ACMC, with
which he has been associated since 1992.
David M. Dowden, Vice President of AMIF and AMIF II, 32, is a Vice President
of ACMC, with which he has been associated since 1993. Prior thereto, he was
an analyst in the Municipal Strategy Group at Merrill Lynch Capital Markets.
F. Jeanne Goetz, Vice President of ASMT, 43, is a Senior Vice President of
ACMC, with which she has been associated since prior to 1992.
Terrance T. Hults, Vice President of AMIF and AMIF II, 31, is a Vice
President of ACMC, with which he has been associated since 1993. Prior
thereto, he was an Associate and trader in the Municipal Derivative Products
Department at Merrill Lynch Capital Markets.
John J. Kelley, Vice President of ASMT, 37, is a Vice President of ACMC,
with which he has been associated since April 1994. Prior thereto, he was a
Senior Vice President at C. J. Lawrence/Deutsche Bank, New York.
William E. Oliver, Vice President of AMIF and AMIF II, 48, is a Senior Vice
President of ACMC, with which he has been associated since May 1993. Prior
thereto, he was a Vice President and Director of Investment Grade Municipal
Research with the Prudential Capital Management Group.
Douglas J. Peebles, Vice President of ASMT, 32, is a Vice President of ACMC,
with which he has been associated since prior to 1992.
Jeffrey S. Phlegar, Vice President of ABF, 31, is a Vice President of ACMC,
with which he has been associated since July 1993. Prior thereto, he was
employed by Equitable Capital Management Corporation.
Christian G. Wilson, Assistant Vice President of ASMT, 29, is a Vice
President of ACMC, with which he has been associated since prior to 1992.
Mark D. Gersten, Treasurer and Chief Financial Officer of each Fund, 47, is
a Senior Vice President of Alliance Fund Services, Inc. ("AFS"), with which he
has been associated since prior to 1992.
Edmund P. Bergan, Jr., Secretary of each Fund, 47, is a Senior Vice
President and the General Counsel of Alliance Fund Distributors, Inc. and AFS,
with which he has been associated since prior to 1992.
Each Fund's investment adviser is Alliance Capital Management L.P., and each
Fund's principal underwriter is Alliance Fund Distributors, Inc., both with
principal offices at 1345 Avenue of the Americas, New York, New York 10105.
7
<PAGE>
SUBMISSION OF PROPOSALS FOR FUTURE
MEETINGS OF SHAREHOLDERS
Meetings of shareholders of the Funds are not held on an annual or other
regular basis. A shareholder proposal intended to be presented at any future
meeting of shareholders of a 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 shareholder of a proposal for inclusion in the
proxy statement does not guarantee that it will be included. Shareholder
proposals are subject to certain regulations under federal securities laws.
OTHER MATTERS
Management of each 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.
REPORTS TO SHAREHOLDERS
A Fund will furnish each person to whom this Proxy Statement is delivered on
behalf of the Fund with a copy of the Fund's latest annual report to
shareholders upon request and without charge. To request a copy, please call
Alliance Fund Services, Inc. at (800) 227-4618 or contact Maria Brison at
Alliance Capital Management L.P., 1345 Avenue of the Americas, New York, New
York 10105.
By Order of the Boards of Directors
and the Trustees,
Edmund P. Bergan, Jr.
Secretary
December 8, 1997
New York, New York
8
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE
- --------------------------------------------------------------------------------
<S> <C>
Introduction.............................................................. 1
Proposal One: Election of Directors or Trustees........................... 2
Proposal Two: Ratification of Selection of Independent Auditors........... 6
Information as to the Principal Officers, Investment Adviser and Principal
Underwriter of the Funds................................................. 6
Submission of Proposals for Future Meetings of Shareholders............... 8
Other Matters............................................................. 8
Reports to Shareholders................................................... 8
</TABLE>
ALLIANCE BOND FUND, INC.
ALLIANCE MORTGAGE SECURITIES
INCOME FUND, INC.
ALLIANCE MUNICIPAL
INCOME FUND, INC.
ALLIANCE MUNICIPAL
INCOME FUND II
ALLIANCE SHORT-TERM
MULTI-MARKET TRUST, INC.
- -------------------------------------------------------------------------------
[LOGO OF ALLIANCE CAPITAL APPEARS HERE]
Alliance Capital Management L.P.
- -------------------------------------------------------------------------------
NOTICE OF JOINT ANNUAL
MEETING OF SHAREHOLDERS
AND PROXY STATEMENT
JANUARY 12, 1998
<PAGE>
APPENDIX
PROXY PROXY
ALLIANCE BOND FUND, INC.
ALLIANCE MUNICIPAL INCOME FUND, INC.
ALLIANCE MORTGAGE SECURITIES INCOME FUND, INC.
ALLIANCE SHORT-TERM MULTI-MARKET TRUST, INC.
INSTRUCTIONS TO THE SHAREHOLDERS OF THE CORPORATION IN
CONNECTION WITH THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
ON JANUARY 12, 1997.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE CORPORATION.
The undersigned hereby instructs Domenick Pugliese and Carol
Rappa, and each of them, to vote all shares of the Common Stock
of the Corporation registered in the name of the undersigned at
the Annual Meeting of Shareholders of the Corporation to be held
at 11:00 a.m., Eastern Daylight Time, on January 12, 1998 at the
offices of the Corporation, 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.
Please sign this proxy exactly as your name appears on the books
of the Corporation. Joint owners should each sign personally.
Trustees and other fiduciaries should indicate the capacity in
which they sign, and where more than one name appears, a majority
must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
___________________________
Signature
___________________________
Signature (if held jointly)
, 199[ ]
Date
<PAGE>
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" THE ELECTION OF THE NOMINEES AS DIRECTORS AND
"FOR" ANY PROPOSAL FOR WHICH NO CHOICE IS INDICATED.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK.
EXAMPLE /X/
INSTRUCTION: If you do not wish your shares voted "FOR" any
particular nominee, mark the "For All Except" box and strike
a line through the name(s) of the nominee(s). Your shares
shall be voted for the remaining nominee(s).
1. Election of Directors. For All
For Withhold Except
/ / / / / /
JOHN D. CARIFA, RUTH BLOCK, DAVID H. DIEVLER,
JOHN H. DOBKIN, WILLIAM H. FOULK, JR., JAMES M.
HESTER, CLIFFORD L. MICHEL AND DONALD J. ROBINSON
2. Ratification of the
selection of Ernst & For Against Abstain
Young LLP as the / / / / / /
independent auditors
of the Corporation
for the fiscal year
ending in 1998.
3. In their discretion on For Against Abstain
all such other matters / / / / / /
that may properly come
before the meeting or
any adjournments thereof.
00250125.AO4
