<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
- - ------------------------------------------------------------------------------
ACM Government 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 / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rule 14a-6(i)(4) 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 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:
00250065.AH3
<PAGE>
[LOGO OF ALLIANCE ACM GOVERNMENT INCOME FUND, INC.
CAPITAL APPEARS HERE] ACM GOVERNMENT SECURITIES FUND, INC.
ACM GOVERNMENT SPECTRUM FUND, INC.
ACM GOVERNMENT OPPORTUNITY FUND, INC.
ACM MANAGED INCOME FUND, INC.
ACM MUNICIPAL SECURITIES INCOME FUND, INC.
- - --------------------------------------------------------------------------------
1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
- - --------------------------------------------------------------------------------
NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS
MAY 25, 1995
To the Stockholders of ACM Government Income Fund, Inc. ("ACM I"), ACM
Government Securities Fund, Inc. ("ACM II"), ACM Government Spectrum Fund, Inc.
("ACM III"), ACM Government Opportunity Fund, Inc. ("ACM IV"), ACM Managed
Income Fund, Inc. ("ACM V") and ACM Municipal Securities Income Fund, Inc.
("ACM VII"):
Notice is hereby given that a Joint Annual Meeting of Stockholders (the
"Meeting") of ACM I, ACM II, ACM III, ACM IV, ACM V and ACM VII (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
Thursday, May 25, 1995 at 11:00 a.m., for the following purposes, all of which
are more fully described in the accompanying Proxy Statement dated April 18,
1995:
1. To elect two Directors of each Fund, each such Director to hold office for
a term of three years and until his or her successor is duly elected and
qualified;
2. To ratify or reject the selection of Ernst & Young LLP as independent
auditors of each Fund for its respective fiscal year ending in 1995; and
3. To transact such other business as may properly come before the Meeting.
The Board of Directors of each Fund has fixed the close of business on March
31, 1995 as the record date for the determination of stockholders of the Fund
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 of
each Fund.
By Order of the Boards of Directors,
Edmund P. Bergan, Jr.
Secretary
New York, New York
April 18, 1995
- - --------------------------------------------------------------------------------
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 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
ACM GOVERNMENT INCOME FUND, INC.
ACM GOVERNMENT SECURITIES FUND, INC.
ACM GOVERNMENT SPECTRUM FUND, INC.
ACM GOVERNMENT OPPORTUNITY FUND, INC.
ACM MANAGED INCOME FUND, INC.
ACM MUNICIPAL SECURITIES INCOME FUND, INC.
1345 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10105
----------------
JOINT ANNUAL MEETING OF STOCKHOLDERS
MAY 25, 1995
----------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the respective Boards of Directors of ACM Government
Income Fund, Inc. ("ACM I"), ACM Government Securities Fund, Inc. ("ACM II"),
ACM Government Spectrum Fund, Inc. ("ACM III"), ACM Government Opportunity
Fund, Inc. ("ACM IV"), ACM Managed Income Fund, Inc. ("ACM V") and ACM
Municipal Securities Income Fund, Inc. ("ACM VII"), each of which is a Maryland
corporation (individually, a "Fund" and collectively, the "Funds"), to be voted
at the Joint Annual Meeting of Stockholders of the Funds (the "Meeting"), to be
held at the offices of the Funds, 1345 Avenue of the Americas, 33rd Floor, New
York, New York 10105, on Thursday, May 25, 1995 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
stockholders on or about April 18, 1995.
The Board of Directors of each Fund has fixed the close of business on March
31, 1995 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 Funds as of March 31, 1995 consisted,
respectively, of 56,778,149 shares of common stock of ACM I, 77,850,706 shares
of common stock of ACM II, 37,028,027 shares of common stock of ACM III,
13,071,872 shares of common stock of ACM IV, 20,814,905 shares of common stock
and 950 shares of Remarketed Preferred Shares, Series A (the "ACM V Preferred
Stock") of ACM V and 10,522,367 shares of common stock and 1,800 shares of
Series A, Series B and Series C Municipal Income Preferred Shares (the "ACM VII
Preferred Stock") of ACM VII, each share being entitled to one vote.
With respect to ACM V and ACM VII, at the Meeting the holders of ACM V
Preferred Stock and the holders of ACM VII Preferred Stock will have equal
voting rights with the holders of ACM V common stock and the holders of ACM VII
common stock, respectively (i.e., one vote per share), and will vote together
with the holders of common stock of each Fund as a single class on all
proposals to be brought before the Meeting, including the election of directors
(see "Proposal One -- Election of Directors," below). 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.
1
<PAGE>
Accordingly, unless instructions to the contrary are marked, proxies for the
Funds will be voted for the election of two Directors of each Fund and for the
ratification of Ernst & Young LLP as the Funds' independent auditors for each
of their respective fiscal years ending in 1995. Any stockholder may revoke
that stockholder's proxy at any time prior to exercise thereof by giving
written notice to the Secretary of the Funds at 1345 Avenue of the Americas,
New York, New York 10105, by signing another proxy of a later date or by
personally voting at the Meeting.
The Meeting is scheduled as a joint meeting of the respective stockholders of
the Funds because the stockholders of all the Funds are to consider and vote on
similar matters. In the event that any stockholder of a Fund present at the
Meeting objects to the holding of a joint meeting and moves for an adjournment
of the Meeting with respect to that Fund to a time immediately after the
Meeting, so that the Meeting for that Fund may be held separately, the persons
named as proxies will vote in favor of adjournment.
Stockholders of each Fund 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 stockholders of one Fund will not affect
the implementation of the proposal by any other Fund if such proposal is
approved by the stockholders of the other Fund.
A quorum for each Fund 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 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 by May 25, 1995, 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, and further solicitation of proxies with respect to such proposal
may be made. Shares represented by proxies indicating a vote against any
proposal will be voted against adjournment.
PROPOSAL ONE
ELECTION OF DIRECTORS
Pursuant to the Funds' respective Articles of Incorporation and By-Laws, the
Board of Directors of each Fund has been divided into three classes. The term
of office of the first class will expire as of the Meeting (Class One), the
term of office of the second class will expire as of the annual meeting of
stockholders to be held in 1996 (Class Two), and the term of office of the
third class will expire as of the annual meeting of stockholders to be held in
1997 (Class Three). Upon expiration of the term of office of each class as set
forth above, those persons then elected as Directors in that class will serve
until the third annual meeting of stockholders following their election. For
each Fund, James R. Greene and Clifford L. Michel are the members constituting
Class One; David H. Dievler, James M. Hester and James D. Hodgson are the
members constituting Class Two; and Ruth Block, John D. Carifa and Robert C.
White are the members constituting Class Three.
As a result of this system, only those Directors of each Fund in a single
class may be changed in any one year, and it would require two years to change
a majority of the Board of Directors of a Fund (although, under Maryland law,
procedures are available for the removal of Directors even if they are not then
standing for re-election and, under Securities and Exchange Commission
regulations,
2
<PAGE>
procedures are available for including appropriate stockholder proposals in
management's annual proxy statement). This system of electing Directors, which
may be regarded as an "anti-takeover" provision, may make it more difficult for
each Fund's stockholders to change the majority of Directors of that Fund and,
thus, have the effect of maintaining the continuity of management.
At this Meeting, the stockholders of each Fund are being requested to elect
Class One Directors for a three-year term expiring on the date of the annual
meeting of stockholders to be held in 1998. At the Meeting, the two Directors
in Class One of each Fund, Messrs. Greene and Michel, are standing for re-
election.
Each nominee has consented to serve as a Director. The Board of Directors
knows of no reason why any of these nominees will be unable to serve, but in
the event of such inability, the proxies received will be voted for such
substitute nominees as the Board of Directors may recommend. With respect to
each Fund, the affirmative vote of a plurality of the votes cast is required to
elect a Director.
Certain information concerning each Fund's Directors is set forth below. WITH
RESPECT TO EACH FUND, ONLY CLASS ONE DIRECTORS ARE STANDING FOR ELECTION AS
DIRECTORS.
<TABLE>
<CAPTION>
NAME, POSITIONS AND NUMBER OF SHARES
OFFICES WITH THE FUNDS, OF COMMON STOCK
AGE, PRINCIPAL BENEFICIALLY
OCCUPATIONS DURING YEAR FIRST YEAR TERM OWNED DIRECTLY OR
THE PAST FIVE YEARS BECAME A AS DIRECTOR INDIRECTLY AS OF
AND OTHER DIRECTORSHIPS DIRECTOR WILL EXPIRE MARCH 31, 1995
- - ----------------------- ---------- ----------- -----------------
<S> <C> <C> <C>
* John D. Carifa, ACM I and II--1987 1997 2,000 ACM I
Chairman of the ACM III, IV and V--1988 (Class Three)
Board and ACM VII--1994
Director, 49.
President, Chief
Operating
Officer and a
Director of
Alliance Capital
Management
Corporation
("ACMC").+++
**+ Ruth Block, ACM I and II--1987 1997 6,540 ACM V
++ Director, 64. ACM III, IV and V--1988 (Class Three)
Formerly an ACM VII--1994
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).
</TABLE>
- - --------
* "Interested person," as defined in the Investment Company Act of 1940, as
amended, of each of the Funds because of affiliation with each of the Funds'
investment adviser, Alliance Capital Management L.P. (the "Adviser").
** Member of the Audit Committee.
+ With respect to ACM V and ACM VII, elected solely by the holders of the ACM
V and ACM VII Preferred Stock, respectively, each voting as a class.
++ Member of the Nominating Committee.
+++ For purposes of this Proxy Statement, ACMC shall refer to Alliance Capital
Management Corporation, the sole general partner of the Adviser, and to the
predecessor general partner of the Adviser of the same name.
3
<PAGE>
<TABLE>
<CAPTION>
NAME, POSITIONS AND NUMBER OF SHARES
OFFICES WITH THE FUNDS, OF COMMON STOCK
AGE, PRINCIPAL BENEFICIALLY
OCCUPATIONS DURING YEAR FIRST YEAR TERM OWNED DIRECTLY OR
THE PAST FIVE YEARS BECAME A AS DIRECTOR INDIRECTLY AS OF
AND OTHER DIRECTORSHIPS DIRECTOR WILL EXPIRE MARCH 31, 1995
- - ----------------------- ---------- ----------- -----------------
<S> <C> <C> <C>
**++ David H. Dievler, ACM I and II--1987 1996 1,500 ACM I
Director, 65. ACM III, IV and V--1988 (Class Two) 1,500 ACM II
Formerly a Senior ACM VII--1994 1,000 ACM IV
Vice President of
ACMC.
**++ James R. Greene, ACM I and II--1987 1998*** -0-
Director, 73. ACM III and IV--1988 (Class One)
Independent ACM V--1989
financial ACM VII--1994
consultant. He is
a Director of Bank
Leumi Trust Co.
(commercial bank),
Buck Engineering
Company
(manufacturing)
and Beverly
Industries
(healthcare). He
is also a
consultant to a
number of
international
corporations.
**++ James M. Hester, ACM I and II--1987 1996 500 ACM I
Director, 70. ACM III, IV and V--1988 (Class Two) 500 ACM II
President of The ACM VII--1994 500 ACM III
Harry Frank 500 ACM IV
Guggenheim 500 ACM V
Foundation. He was 500 ACM VII
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.
**++ The Hon. James D. ACM I and II--1987 1996 2,166 ACM I
Hodgson, Director, ACM III, IV and V--1988 (Class Two) 2,250 ACM II
79. A Director of ACM VII--1994 2,127 ACM III
United Television, 1,934 ACM IV
Inc. 2,183 ACM V
(broadcasting). He 1,125 ACM VII
was formerly U.S.
Ambassador to
Japan and U.S.
Secretary of
Labor.
</TABLE>
- - --------
** Member of the Audit Committee.
*** If re-elected at the Meeting.
++ Member of the Nominating Committee.
4
<PAGE>
<TABLE>
<CAPTION>
NAME, POSITIONS AND NUMBER OF SHARES
OFFICES WITH THE FUNDS, OF COMMON STOCK
AGE, PRINCIPAL BENEFICIALLY
OCCUPATIONS DURING YEAR FIRST YEAR TERM OWNED DIRECTLY OR
THE PAST FIVE YEARS BECAME A AS DIRECTOR INDIRECTLY AS OF
AND OTHER DIRECTORSHIPS DIRECTOR WILL EXPIRE MARCH 31, 1995
----------------------- ---------- ----------- -----------------
<S> <C> <C> <C>
**++ Clifford L. Michel, ACM I and II--1987 1998*** -0-
Director, 55. ACM III, IV and V--1988 (Class One)
Partner of the law ACM VII--1994
firm of Cahill
Gordon & Reindel.
He is Chief
Executive Officer
of Wenonah
Development Company
(investments) and a
Director of Placer
Dome, Inc.
(mining).
**+ Robert C. White, ACM I and II--1987 1997 700 ACM I
Director, 74. Vice ACM III, IV and V--1988 (Class Three) 700 ACM II
President and Chief ACM VII--1994 700 ACM III
Financial Officer 500 ACM IV
of the Howard 500 ACM V
Hughes Medical 500 ACM VII
Institute. He is a
Director of the
MEDSTAT Group, Inc.
(health care
information
systems), a
Director of the
Ambassador Funds,
and a Trustee of
the St. Clair Fund
(registered
investment
companies). He was
formerly Assistant
Treasurer of Ford
Motor Company.
</TABLE>
- - --------
** Member of the Audit Committee.
*** If re-elected at the Meeting.
+ With respect to ACM V and ACM VII, elected solely by the holders of the ACM
V and ACM VII Preferred Stock, respectively, each voting as a class.
++ Member of the Nominating Committee.
During their respective fiscal years ended in 1994, the Boards of Directors
of ACM I, II, III and IV each met four times, the Board of Directors of ACM VII
met five times and the Board of Directors of ACM V met six times. The Audit
Committee of each Fund meets during the fiscal year for the purposes described
below in Proposal Two. The Audit Committees of each Fund each met twice during
their respective fiscal years. The Nominating Committee of each Fund, which did
not meet during such fiscal year, was constituted for the purpose of selecting
and nominating persons to fill any vacancies on the Board of Directors. The
Nominating Committee of each Fund does not currently consider candidates
proposed by stockholders for election as Directors.
A 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 each Fund to its Directors during its fiscal year ended in 1994 and the
aggregate compensation paid to each of the Directors during calendar year 1994
by all of the registered investment companies to which the Adviser provides
investment advisory services, including the Funds (collectively, the "Alliance
Fund Complex"), are set forth below. Each of the Directors is a director or
trustee of one or more other registered investment companies in the Alliance
Fund Complex.
5
<PAGE>
<TABLE>
<CAPTION>
PENSION OR TOTAL
RETIREMENT COMPENSATION
AGGREGATE BENEFITS ACCRUED ESTIMATED ANNUAL FROM THE ALLIANCE
NAME OF DIRECTOR COMPENSATION AS PART OF FUND BENEFITS UPON FUND COMPLEX,
OF THE FUND FROM EACH FUND EXPENSES RETIREMENT INCLUDING THE FUNDS
- - ---------------- -------------- ---------------- ---------------- -------------------
<S> <C> <C> <C> <C>
Ruth Block $3,207 ACM I $-0- $-0- $157,000
$3,207 ACM II
$3,207 ACM III
$2,893 ACM IV
$3,507 ACM V
$3,007 ACM VII
John D. Carifa $0 -0- -0- $ 0
David H. Dievler $0 -0- -0- $ 0
James R. Greene $8,000 ACM I -0- -0- $ 77,500
$8,000 ACM II
$8,000 ACM III
$7,500 ACM IV
$8,000 ACM V
$7,500 ACM VII
James M. Hester $3,207 ACM I -0- -0- $154,500
$3,207 ACM II
$3,207 ACM III
$2,893 ACM IV
$3,507 ACM V
$3,007 ACM VII
Hon. James D. Hodgson $7,500 ACM I -0- -0- $ 73,000
$7,500 ACM II
$7,500 ACM III
$7,000 ACM IV
$7,000 ACM V
$7,000 ACM VII
Clifford L. Michel $2,957 ACM I -0- -0- $120,500
$2,957 ACM II
$2,957 ACM III
$2,893 ACM IV
$3,507 ACM V
$2,757 ACM VII
Robert C. White $3,240 ACM I -0- -0- $133,500
$3,240 ACM II
$3,240 ACM III
$2,927 ACM IV
$3,540 ACM V
$3,040 ACM VII
</TABLE>
6
<PAGE>
As of March 31, 1995, the Directors and officers of each Fund as a group
owned less than 1% of the shares of such Fund. During each Fund's most recently
completed fiscal year, none of a Fund's Directors engaged in a purchase or sale
of the securities of Alliance Capital Management L.P. or any of its parents or
subsidiaries in an amount exceeding 1% of the relevant class of outstanding
securities.
THE BOARD OF DIRECTORS OF EACH FUND RECOMMENDS THAT THE STOCKHOLDERS OF EACH
FUND VOTE FOR THE ELECTION OF THE FOREGOING NOMINEES TO SERVE AS DIRECTORS OF
THE FUND.
PROPOSAL TWO
RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT AUDITORS OF THE FUNDS
The Board of Directors of each Fund recommends that the stockholders of the
Fund ratify the selection of Ernst & Young LLP, independent auditors, to audit
the accounts of each such Fund for the fiscal year ending December 31, 1995
(ACM I, II, III), July 31, 1995 (ACM IV), August 31, 1995 (ACM V) and October
31, 1995 (ACM VII). Their selection was approved by the vote, cast in person,
of a majority of the Directors of each Fund, including a majority of the
Directors who are not "interested persons" of each Fund, as defined in the
Investment Company Act of 1940, as amended (the "Act"), at meetings held on
December 7, 1994 for ACM I, II and III, June 15, 1994 for ACM IV and V and
September 14, 1994 for ACM VII. Ernst & Young LLP has audited the accounts of
ACM I, II, III, IV and VII since the commencement of each Fund's operations,
and of ACM V since its fiscal year ending August 31, 1990, 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 the stockholders. The Audit Committee of the Board of Directors
of each Fund meets twice during each full fiscal year with representatives of
the independent auditors to discuss the scope of their engagement and review
the financial statements of such Fund and the results of their examination
thereof.
THE BOARD OF DIRECTORS OF EACH FUND RECOMMENDS THAT THE STOCKHOLDERS OF EACH
FUND VOTE FOR THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS
INDEPENDENT AUDITORS OF THE FUND.
INFORMATION AS TO PRINCIPAL OFFICERS, THE INVESTMENT ADVISER AND THE
ADMINISTRATOR 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 the Adviser.
John D. Carifa, Director and Chairman of each Fund. (See Proposal One,
"Election of Directors," at page 3 for biographical information).
7
<PAGE>
Wayne D. Lyski, 53, President of ACM I, II and III, and Senior Vice President
of ACM IV and V, is an Executive Vice President of ACMC, with which he has been
associated since prior to 1990.
Bruce W. Calvert, 48, Senior Vice President of ACM IV, is a Director, Vice
Chairman and Chief Investment Officer of ACMC, with which he has been
associated since prior to 1990.
Susan P. Keenan, 38, Senior Vice President of ACM VII, is a Senior Vice
President of ACMC, with which she has been associated since prior to 1990.
Thomas M. Perkins, 50, Senior Vice President of ACM IV, is a Senior Vice
President of ACMC, with which he has been associated since prior to 1990.
Paul J. DeNoon, 32, Vice President of ACM I, II, III, IV and V, is a Vice
President of ACMC, with which he has been associated since 1992. Previously, he
was a Vice President at Manufacturers Hanover Trust.
David M. Dowden, 29, Vice President of ACM VII, is an Assistant Vice
President of ACMC, with which he has been associated since 1993. Previously, he
was an analyst in the Municipal Strategy Group at Merrill Lynch Capital Markets
.
William E. Oliver, 45, Vice President of ACM VII, is a Vice President of
ACMC, with which he has been associated since 1993. Previously he was a Vice
President and Director of Investment Grade Municipal Research with the
Prudential Capital Management Group.
Daniel V. Panker, 56, Vice President of ACM IV, is a Senior Vice President of
ACMC, with which he has been associated since prior to 1990.
Susan K. Peterson, 36, Vice President of ACM I, II and III, is an Assistant
Vice President of ACMC, with which she has been associated since prior to 1990.
Mark D. Gersten, 44, Treasurer and Chief Financial Officer of each Fund, is a
Senior Vice President of Alliance Fund Services, Inc. ("AFS"), with which he
has been associated since prior to 1990.
Edmund P. Bergan, Jr., 44, Secretary of each Fund, is a Senior Vice President
and General Counsel of Alliance Fund Distributors, Inc. ("AFD") and AFS and
Vice President and Assistant General Counsel of ACMC, with which he has been
associated since prior to 1990.
Each Fund's investment adviser is Alliance Capital Management L.P., with
principal offices at 1345 Avenue of the Americas, New York, New York 10105. The
administrator for ACM I, II and III is Mitchell Hutchins Asset Management Inc.,
with principal offices at 1285 Avenue of the Americas, New York, New York
10019. The administrator for ACM IV and VII is Alliance Capital Management
L.P., with principal offices at 1345 Avenue of the Americas, New York, New York
10105. Prudential Mutual Fund Management, with principal offices at One Seaport
Plaza, New York, New York 10292, serves as sub-administrator for ACM VII. The
administrator for ACM V is Princeton Administrators, Inc., with principal
offices at 800 Scudder Mill Road, Plainsboro, New Jersey 08536.
Section 30(f) of the Act and the rules under Section 16 of the Securities Act
of 1934 require that the Directors and officers of each Fund and the Directors
of ACMC, among others, file with the Securities and Exchange Commission and the
New York Stock Exchange initial reports of ownership and reports of changes in
ownership of shares of the Funds. During 1994, required reports were not filed
on a timely basis on behalf of Ms. Madelon Devoe Talley and Messrs. Brian S.
O'Neil and Jerry M. de St. Paer, each a Director of ACMC. The report, in each
case, related to Form 3.
8
<PAGE>
DEFINITION OF "VOTE OF A MAJORITY OF THE OUTSTANDING VOTING SECURITIES" OF A
FUND
The "vote of a majority of the outstanding voting securities" of a Fund, as
defined in Section 2(a)(42) of the Act, means the vote (i) of 67% or more of
the voting securities of the Fund present or represented at any meeting, if the
holders of more than 50% of the outstanding voting securities of the Fund are
present or represented by proxy, or (ii) of more than 50% of the outstanding
voting securities of the Fund, whichever is less. The only voting securities of
a Fund are its outstanding shares of common and, in the case of ACM V and ACM
VII, preferred stock.
SUBMISSION OF PROPOSALS FOR THE NEXT ANNUAL MEETING OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the next annual meeting
of stockholders of each Fund must be received by the Fund by December 20, 1995
for inclusion in such Fund's proxy statement and form of proxy 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.
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 STOCKHOLDERS
A 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 at (800)
227-4618 or contact Duncan McCuaig at Alliance Capital Management L.P., 1345
Avenue of the Americas, New York, New York 10105.
By Order of the Boards of Directors,
-------------------------------------
Edmund P. Bergan, Jr.
Secretary
April 18, 1995
New York, New York
9
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE
- - --------------------------------------------------------------------------------
<S> <C>
Introduction.............................................................. 1
Proposal One: Election of Directors....................................... 2
Proposal Two: Ratification or Rejection of Selection of Independent
Auditors of the Funds.................................................... 7
Information as to Principal Officers, the Investment Adviser and the
Administrator of the Funds............................................... 7
Definition of "Vote of A Majority of The Outstanding Voting Securities" of
a Fund................................................................... 9
Submission of Proposals for the Next Annual Meeting of Stockholders....... 9
Other Matters............................................................. 9
Reports to Stockholders................................................... 9
</TABLE>
ACM GOVERNMENT INCOME FUND, INC.
ACM GOVERNMENT SECURITIES FUND, INC.
ACM GOVERNMENT SPECTRUM FUND, INC.
ACM GOVERNMENT OPPORTUNITY FUND, INC.
ACM MANAGED INCOME FUND, INC.
ACM MUNICIPAL SECURITIES INCOME FUND, INC.
- - -------------------------------------------------------------------------------
[LOGO OF ALLIANCE CAPITAL APPEARS HERE]
Alliance Capital Management L.P.
- - -------------------------------------------------------------------------------
NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
MAY 25, 1995
<PAGE>
APPENDIX
PROXY PROXY
ACM GOVERNMENT INCOME FUND, INC.
Instructions to the Stockholders of ACM Government Fund, Inc.
(the "Corporation"), in connection with the Annual Meeting of
Stockholders to be held on May 25, 1995.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE CORPORATION.
The undersigned hereby instructs Andrew L. Gangolf and/or Carol
H. Rappa to vote all shares of the Common Stock of the
Corporation registered in the name of the undersigned at the
Annual Meeting of Stockholders of the Corporation to be held at
11:00 a.m., Eastern Daylight Time, on May 25, 1995 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.
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR ELECTION OF THE NOMINEES AS DIRECTORS AND FOR
ANY PROPOSAL FOR WHICH NO CHOICE IS INDICATED.
Please refer to the Proxy Statement for a discussion of each of
the Proposals.
PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN
ENCLOSED ENVELOPE.
Please sign this proxy exactly as your name appears on the books
of the 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.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
____________________________ _____________________________
____________________________ _____________________________
____________________________ _____________________________
<PAGE>
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE With- For All
For hold Except
1. Election of Directors / / / / / /
Class One Directors (term expires in 1998):
James R. Greene and Clifford L. Michel
INSTRUCTION: TO WITHHOLD AUTHORITY FOR ANY INDIVIDUAL
NOMINEE, MARK THE "FOR ALL EXCEPT" BOX AND STRIKE A LINE
THROUGH THE NOMINEE'S NAME.
For Against Abstain
2. Ratification of the selection of / / / / / /
Ernst & Young LLP as the indepen-
dent auditors for the Corporation
for the fiscal year ending
December 31, 1995.
For Against Abstain
3. In their discretion, on such other / / / / / /
matters as may properly come before
the meeting or any adjournment
thereof.
Please be sure to sign and date this Proxy. Date ____________
Shareholder sign here __________________________________________
Co-owner sign here ____________________________________________
Mark box at right if comments or address change have been noted
on the reverse side of this card. / /
RECORD DATE SHARES:
<PAGE>
PROXY PROXY
ACM GOVERNMENT SECURITIES FUND, INC.
Instructions to the Stockholders of ACM Government Securities
Fund, Inc. (the "Corporation"), in connection with the Annual
Meeting of Stockholders to be held on May 25, 1995.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE CORPORATION.
The undersigned hereby instructs Andrew L. Gangolf and/or Carol
H. Rappa to vote all shares of the Common Stock of the
Corporation registered in the name of the undersigned at the
Annual Meeting of Stockholders of the Corporation to be held at
11:00 a.m., Eastern Daylight Time, on May 25, 1995 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.
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR ELECTION OF THE NOMINEES AS DIRECTORS AND FOR
ANY PROPOSAL FOR WHICH NO CHOICE IS INDICATED.
Please refer to the Proxy Statement for a discussion of each of
the Proposals.
PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN
ENCLOSED ENVELOPE.
Please sign this proxy exactly as your name appears on the books
of the 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.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
____________________________ _____________________________
____________________________ _____________________________
____________________________ _____________________________
<PAGE>
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE With- For All
For hold Except
1. Election of Directors. / / / / / /
Class One Directors (term expires in 1998):
James R. Greene and Clifford L. Michel
INSTRUCTION: TO WITHHOLD AUTHORITY FOR ANY INDIVIDUAL
NOMINEE, MARK THE "FOR ALL EXCEPT" BOX AND STRIKE A LINE
THROUGH THE NOMINEE'S NAME.
For Against Abstain
2. Ratification of the selection of / / / / / /
Ernst & Young LLP as the indepen-
dent auditors for the Corporation
for the fiscal year ending
December 31, 1995.
For Against Abstain
3. In their discretion, on such other / / / / / /
matters as may properly come before
the meeting or any adjournment
thereof.
Please be sure to sign and date this Proxy. Date ____________
Shareholder sign here __________________________________________
Co-owner sign here ____________________________________________
Mark box at right if comments or address change have been noted
on the reverse side of this card. / /
RECORD DATE SHARES:
<PAGE>
PROXY PROXY
ACM GOVERNMENT SPECTRUM FUND, INC.
Instructions to the Stockholders of ACM Government Spectrum Fund,
Inc. (the "Corporation"), in connection with the Annual Meeting
of Stockholders to be held on May 25, 1995.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE CORPORATION.
The undersigned hereby instructs Andrew L. Gangolf and/or Carol
H. Rappa to vote all shares of the Common Stock of the
Corporation registered in the name of the undersigned at the
Annual Meeting of Stockholders of the Corporation to be held at
11:00 a.m., Eastern Standard Time, on May 25, 1995 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.
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR ELECTION OF THE NOMINEES AS DIRECTORS AND FOR
ANY PROPOSAL FOR WHICH NO CHOICE IS INDICATED.
Please refer to the Proxy Statement for a discussion of each of
the Proposals.
PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN
ENCLOSED ENVELOPE.
Please sign this proxy exactly as your name appears on the books
of the 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.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
____________________________ _____________________________
____________________________ _____________________________
____________________________ _____________________________
<PAGE>
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE With- For All
For hold Except
1. Election of Directors. / / / / / /
Class One Directors (term expires in 1998):
James R. Greene and Clifford L. Michel
INSTRUCTION: TO WITHHOLD AUTHORITY FOR ANY INDIVIDUAL
NOMINEE, MARK THE "FOR ALL EXCEPT" BOX AND STRIKE A LINE
THROUGH THE NOMINEE'S NAME.
For Against Abstain
2. Ratification of the selection of / / / / / /
Ernst & Young LLP as the indepen-
dent auditors for the Corporation
for the fiscal year ending
December 31, 1995.
For Against Abstain
3. In their discretion, on such other / / / / / /
matters as may properly come before
the meeting or any adjournment
thereof.
Please be sure to sign and date this Proxy. Date ____________
Shareholder sign here __________________________________________
Co-owner sign here ____________________________________________
Mark box at right if comments or address change have been noted
on the reverse side of this card. / /
RECORD DATE SHARES:
<PAGE>
PROXY PROXY
ACM GOVERNMENT OPPORTUNITY FUND, INC.
Instructions to the Stockholders of ACM Government Opportunity
Fund, Inc. in connection with the Annual Meeting of Stockholders
to be held on May 25, 1995.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE CORPORATION.
The undersigned hereby instructs Andrew L. Gangolf and/or Carol
H. Rappa to vote all shares of the Common Stock of ACM Government
Opportunity Fund, Inc. (the "Corporation") registered in the name
of the undersigned at the Annual Meeting of Stockholders of the
Corporation to be held at 11:00 a.m., Eastern Daylight Time, on
May 25, 1995 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 AND DATE THIS PROXY ON THE REVERSE SIDE AND RETURN IT
IN THE ENCLOSED ENVELOPE.
SEE REVERSE SIDE
<PAGE>
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
This proxy, if properly executed, will be voted in the manner
directed by the undersigned. If no direction is made, this proxy
will be voted FOR election of the nominees as Directors and FOR
any proposal for which no vote is indicated. Please refer to the
Proxy Statement for a discussion of each of the Proposals.
1. ELECTION OF DIRECTORS.
Class One Directors (term expires in 1998):
James R. Greene and Clifford L. Michel
For Withhold
/ / / /
/ / _______________________________________
For both nominees except as noted above
For Against Abstain
2. RATIFICATION OF THE SELECTION OF / / / / / /
ERNST & YOUNG LLP as independent
auditors for the Corporation
for the fiscal year ending
July 31, 1995.
For Against Abstain
3. In their discretion, on such other / / / / / /
matters as may properly come before
the meeting or any adjournments
thereof.
Mark here for address change and note at left. / /
IMPORTANT: If joint owners EITHER may sign this Proxy. When
above signing as attorney, executor, administrator, trustee,
guardian or corporation officer, please give your FULL title.
The Proxy will not be voted unless it is dated and signed.
Signature:______________________________ Date___________
Signature:______________________________ Date___________
<PAGE>
PROXY PROXY
ACM MANAGED INCOME FUND, INC.
Instructions to the Holders of Common Stock and to the Holders of
Remarketed Preferred Shares, Series A of ACM Managed Income Fund,
Inc. (the "Corporation"), in connection with the Annual Meeting
of Stockholders to be held on May 25, 1995.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE CORPORATION.
The undersigned hereby instructs Andrew L. Gangolf and/or Carol
H. Rappa to vote all shares of the Common Stock and Preferred
Shares, Series A of the Corporation registered in the name of the
undersigned at the Annual Meeting of Stockholders of the
Corporation to be held at 11:00 a.m., Eastern Daylight Time, on
May 25, 1995 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.
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR ELECTION OF THE NOMINEES AS DIRECTORS AND FOR
ANY PROPOSAL FOR WHICH NO CHOICE IS INDICATED.
Please refer to the Proxy Statement for a discussion of each of
the Proposals.
PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN
ENCLOSED ENVELOPE.
Please sign this proxy exactly as your name appears on the books
of the 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.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
____________________________ _____________________________
____________________________ _____________________________
____________________________ _____________________________
<PAGE>
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE With- For All
For hold Except
1. Election of Directors. / / / / / /
Class One Directors (term expires in 1998):
James R. Greene and Clifford L. Michel
INSTRUCTION: TO WITHHOLD AUTHORITY FOR ANY NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S
NAME.
For Against Abstain
2. Ratification of the selection of / / / / / /
Ernst & Young LLP as the indepen-
dent auditors for the Corporation
for the fiscal year ending
August 31, 1995.
For Against Abstain
3. In their discretion, on such other / / / / / /
matters as may properly come before
the meeting or any adjournment
thereof.
Please be sure to sign and date this Proxy. Date ____________
Shareholder sign here __________________________________________
Co-owner sign here _____________________________________________
Mark box at right if comments or address change have been noted
on the reverse side of this card. / /
RECORD DATE SHARES:
<PAGE>
PROXY PROXY
ACM MUNICIPAL SECURITIES INCOME FUND, INC.
Instructions to the Holders of Common Stock and to the Holders of
Municipal Income Preferred Shares Series A, Series B and Series C
of ACM Municipal Securities Income Fund, Inc. (the
"Corporation"), in connection with the Annual Meeting of
Stockholders to be held on May 25, 1995.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE CORPORATION.
The undersigned hereby instructs Andrew L. Gangolf and/or Carol
H. Rappa to vote all shares of the Common Stock and Preferred
Series A, Series B and Series C of the Corporation registered in
the name of the undersigned at the Annual Meeting of Stockholders
of the Corporation to be held at 11:00 a.m., Eastern Daylight
Time, on May 25, 1995 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.
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR ELECTION OF THE NOMINEES AS DIRECTORS AND FOR
ANY PROPOSAL FOR WHICH NO CHOICE IS INDICATED.
Please refer to the Proxy Statement for a discussion of each of
the Proposals.
PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN
ENCLOSED ENVELOPE.
Please sign this proxy exactly as your name appears on the books
of the 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.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
____________________________ _____________________________
____________________________ _____________________________
____________________________ _____________________________
<PAGE>
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE With- For All
For hold Except
1. Election of Directors. / / / / / /
Class One Directors (term expires in 1998):
James R. Greene and Clifford L. Michel
INSTRUCTION: TO WITHHOLD AUTHORITY FOR ANY INDIVIDUAL
NOMINEE, MARK THE "FOR ALL EXCEPT" BOX AND STRIKE A LINE
THROUGH THE NOMINEE'S NAME.
For Against Abstain
2. Ratification of the selection of / / / / / /
Ernst & Young LLP as the indepen-
dent auditors for the Corporation
for the fiscal year ending
October 31, 1995.
For Against Abstain
3. In their discretion, on such other / / / / / /
matters as may properly come before
the meeting or any adjournment
thereof
Please be sure to sign and date this Proxy. Date ____________
Shareholder sign here __________________________________________
Co-owner sign here ____________________________________________
Mark box at right if comments or address change have been noted
on the reverse side of this card. / /
RECORD DATE SHARES:
00250065.AH3
