<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
<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>
ACM GOVERNMENT INCOME FUND, INC.
ACM GOVERNMENT SECURITIES FUND, INC.
ACM GOVERNMENT SPECTRUM FUND, INC.
ACM GOVERNMENT OPPORTUNITY FUND, INC.
[LOGO OF ALLIANCE ACM MANAGED INCOME FUND, INC.
CAPITAL APPEARS HERE] 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 24, 1996
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
Friday, May 24, 1996 at 11:00 a.m., for the following purposes, all of which
are more fully described in the accompanying Proxy Statement dated April 12,
1996:
1. To elect three Directors of each of ACM I, II, III, IV, V and VII, 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 the selection of Ernst & Young LLP as independent auditors of
each Fund for its respective fiscal year ending in 1996; 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
29, 1996 as the record date for the determination of stockholders 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 of
each Fund.
By Order of the Boards of Directors,
Edmund P. Bergan, Jr.
Secretary
New York, New York
April 12, 1996
- -------------------------------------------------------------------------------
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
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 24, 1996
----------------
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 a 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 Friday, May 24, 1996 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 12, 1996.
The Board of Directors of each Fund has fixed the close of business on March
29, 1996 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 29, 1996 consisted,
respectively, of 57,136,172 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, 21,356,368 shares of common stock
and 950 shares of Remarketed Preferred Shares, Series A (the "ACM V Preferred
Stock") of ACM V and 10,554,317 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.
Accordingly, unless instructions to the contrary are marked, proxies for a
Fund will be voted for the
1
<PAGE>
election of three Directors of ACM I, II, III, IV, V and VII and for the
ratification of Ernst & Young LLP as the Funds' independent auditors for each
of their respective fiscal years ending in 1996. 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 identical matters. Stockholders of each Fund will vote separately on
each proposal set fourth 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 24, 1996, 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.
Each Fund has engaged Shareholder Communications Corporation, 17 State
Street, New York, New York 10004, to assist the Funds in soliciting proxies
for the Meeting. Shareholder Communications Corporation will receive a fee of
$3,000 from each Fund for its services, plus reimbursement of out-of-pocket
expenses.
PROPOSAL ONE
ELECTION OF DIRECTORS
At the Meeting, three Directors of each Fund will be elected to serve for
terms of three years, and until their successors are elected and qualified.
With respect to each Fund, the affirmative vote of a plurality of the votes
cast at the Meeting is required to elect a Director. It is the intention of
the persons named in the enclosed proxy to nominate and vote in favor of the
election of the persons in Class Two as described below.
Pursuant to the Funds' respective Articles of Incorporation and By-Laws, the
Board of Directors of each Fund has been divided into three classes. With
respect to all of the Funds, the term of office of the members of Class Two
will expire as of the Meeting, the term of office of the members of Class
Three will expire as of the annual meeting of stockholders to be held in 1997
and the term of office of the members of Class One will expire as of the
annual meeting of stockholders to be held in 1998. 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, David H. Dievler, James
M. Hester and James D. Hodgson are the members constituting Class Two; Ruth
Block, John D. Carifa and Robert C. White are the members constituting Class
Three; and James R. Greene and Clifford L. Michel are the members constituting
Class One.
2
<PAGE>
As a result, 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,
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 the Meeting, the three Directors in Class Two of each Fund are standing
for re-election. Each nominee has consented to serve as a Director. The Boards
of Directors know 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 Boards of Directors may recommend.
Certain information concerning each Fund's Directors is set forth below.
WITH RESPECT TO EACH FUND, ONLY CLASS TWO 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 29, 1996
----------------------- ---------- ----------- -----------------
<S> <C> <C> <C>
*John D. Carifa, ACM I and II--1987 1997 2,000 ACM I
Chairman of the Board, ACM III, IV and V--1988 (Class Three)
51. President, Chief ACM VII--1994
Operating Officer and a
Director of Alliance
Capital Management
Corporation
("ACMC")+++.
*+Ruth Block, Director, ACM I and II--1987 1997 4,540 ACM V
65.
Formerly an Executive ACM III, IV and V-1988 (Class Three)
Vice President and ACM VII--1994
Chief Insurance
Officer of The
Equitable Life
Assurance Society of
the United States. She
is a Director of
Ecolab Incorporated
(specialty chemicals)
and Amoco Corporation
(oil and gas).
**++David H. Dievler, ACM I and II--1987 1999*** 200 ACM I
Director, 66. ACM III, IV and V--1988 (Class Two) 200 ACM II
Independent ACMC VII--1994 200 ACM IV
Consultant. Formerly
a Senior Vice
President of ACMC and
Chairman of the
Boards of the Funds
until 1994.
</TABLE>
- --------
*"Interested person", as defined in the Investment Company Act of 1940, as
amended (the "Act"), of each of the Funds because of affiliation with the
each of the Funds' investment adviser, Alliance Capital Management L.P.
(the "Adviser").
**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.
+++For purposes of this Proxy Statement, ACMC refers to Alliance Capital
Management Corporation, the sole general partner of the Adviser, and to the
predecessor general partner of the Adviser.
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 29, 1996
----------------------- ---------- ----------- -----------------
<S> <C> <C> <C>
**James R. Greene, ACM I and II--1987 1998 0
Director, 75. ACM III and IV--1988 (Class One)
Independent financial ACM V--1989
consultant. He is a ACM VII--1994
Director of Bank
Leumi Trust Co.
(commercial bank),
Buck Engineering
Company
(manufacturing),
American Reliance
Insurance Co.
(insurance) and
United Tote (computer
software). He is also
a consultant to a
number of
international
corporations.
**James M. Hester, ACM I and II--1987 1999*** 500 ACM I
Director, 71. 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 was formerly a
Director of Union
Carbide Corporation.
**++Hon. James D. ACM I and II--1987 1999*** 2,377 ACM I
Hodgson, Director, ACM III, IV and V--1988 (Class Two) 2,462 ACM II
80. A Director of ACM VII--1994 2,359 ACM III
United Television, 1,934 ACM IV
Inc. (broadcasting). 2,183 ACM V
He was formerly U.S. 1,125 ACM VII
Ambassador to Japan
and U.S. Secretary of
Labor.
**++Clifford L. Michel, ACM I and II--1987 1998 0
Director, 56. Partner ACM III, IV and V--1988 (Class one)
of the law firm of ACM VII--1994
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, 75. He was ACM III, IV and V--1988 (Class 700 ACM II
formerly Assistant ACM VII--1994 Three) 700 ACM III
Treasurer of Ford
Motor Company and,
until
September 30, 1994, a
Vice President and
Chief Financial
Officer of the Howard
Hughes Medical
Institute.
</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.
4
<PAGE>
During their respective fiscal years ended in 1995, the Boards of Directors
of ACM I, II, III and VII each met five times and the Boards of Directors of
ACM IV and V each 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 ACM I, II, III, IV, V and VII 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 Committees do 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 1995, the
aggregate compensation paid to each of the Directors during calendar year 1995
by all of the registered investment companies to which the Adviser provides
investment advisory services, including the Funds (collectively, the "Alliance
Fund Complex") and the total number of funds in the Alliance Fund Complex with
respect to which each of the Directors serves as a director or trustee, are set
forth below. Neither the Funds nor any other fund in the Alliance Fund Complex
provides compensation in the form of pension or retirement benefits to any of
its directors or trustees.
5
<PAGE>
<TABLE>
<CAPTION>
TOTAL NUMBER OF FUNDS IN
TOTAL COMPENSATION THE ALLIANCE FUND COMPLEX,
AGGREGATE FROM THE ALLIANCE FUND INCLUDING THE FUNDS, AS
NAME OF DIRECTOR COMPENSATION COMPLEX, INCLUDING TO WHICH A DIRECTOR IS
OF THE FUND FROM EACH FUND THE FUNDS A DIRECTOR OR TRUSTEE
---------------- -------------- ---------------------- --------------------------
<S> <C> <C> <C>
John D. Carifa $0 $0 48
Ruth Block $3,336 ACM I $159,000 35
$3,336 ACM II
$3,336 ACM III
$3,023 ACM IV
$3,518 ACM V
$4,463 ACM VII
David H. Dievler $3,336 ACM I $179,200 41
$3,336 ACM II
$3,336 ACM III
$1,523 ACM IV
$3,018 ACM V
$3,213 ACM VII
James R. Greene $7,466 ACM I $ 65,750 11
$7,466 ACM II
$7,466 ACM III
$7,000 ACM IV
$8,000 ACM V
$8,373 ACM VII
James M. Hester $3,366 ACM I $156,000 36
$3,366 ACM II
$3,366 ACM III
$3,023 ACM IV
$4,018 ACM V
$4,463 ACM VII
Hon. James D. Hodgson $7,083 ACM I $ 64,750 8
$7,083 ACM II
$7,083 ACM III
$7,000 ACM IV
$7,000 ACM V
$7,000 ACM VII
Clifford L. Michel $3,336 ACM I $131,500 35
$3,336 ACM II
$3,336 ACM III
$2,773 ACM IV
$3,768 ICM V
$4,213 ACM VII
Robert C. White $3,348 ACM I $133,200 36
$3,348 ACM II
$3,348 ACM III
$3,023 ACM IV
$3,518 ACM V
$4,463 ACM VII
</TABLE>
6
<PAGE>
As of March 29, 1996, 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 the Funds' Directors engaged in a
purchase or sale of the securities of Alliance Capital Management L.P. or any
of its parents or subsidiaries.
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 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, 1996
(ACM I, II, III), July 31, 1996 (ACM IV), August 31, 1996 (ACM V) and October
31, 1996 (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
Act, at meetings held on December 13, 1995 for ACM I, II and III, June 14,
1995 for ACM IV and V and September 13, 1995 for ACM VII. With respect to each
Fund, the affirmative vote of a majority of the votes cast at the Meeting is
required to ratify such selection. 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 ADMINISTRATORS 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 and President of ACM IV,
V and VII. (See Proposal One, "Election of Directors," at page 3 for
biographical information).
7
<PAGE>
Wayne D. Lyski, 54, 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 1991.
Bruce W. Calvert, 49, 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 1991.
Susan P. Keenan, 39, Senior Vice President of ACM VII, is a Senior Vice
President of ACMC, with which she has been associated since prior to 1991.
Thomas M. Perkins, 51, Senior Vice President of ACM IV, is a Senior Vice
President of ACMC, with which he has been associated since prior to 1991.
Paul J. DeNoon, 33, 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, 30, 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, 46, 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.
Thomas Bardong, 50, Vice President of ACM IV, is a Senior Vice President of
ACMC, with which he has been associated since prior to 1991.
Susan Peterson, 37, Vice President of ACM I, II and III, is an Assistant
Vice President of ACMC, with which she has been associated since prior to
1991.
Mark D. Gersten, 45, 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 1991.
Edmund P. Bergan, Jr., 45, Secretary of each Fund, is a Senior Vice
President and the General Counsel of Alliance Fund Distributors, Inc. and AFS
and a Vice President and Assistant General Counsel of ACMC, with which he has
been associated since prior to 1991.
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
Exchange 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 1995, there
were no delinquent reports filed with respect to any Fund.
8
<PAGE>
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 13, 1996
for inclusion in such Fund's proxy statement and proxy card relating to that
meeting. The submission by a stockholder of a proposal for inclusion in the
proxy statement does not guarantee that it will be included. Stockholder
proposals are subject to certain regulations under the 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 Nancy Davis 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 12, 1996
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 of Selection of Independent Auditors of the
Funds.................................................................... 7
Information as to Principal Officers, the Investment Adviser and the
Administrators of the Funds.............................................. 7
Submission of Proposals for the Next Annual Meeting of Stockholders....... 9
Other Matters............................................................. 9
Report 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 INCOMEFUND, INC.
ACM MUNICIPAL SECURITIES INCOME FUND, INC.
- -------------------------------------------------------------------------------
[LOGO OF ALLIANCE CAPITAL APPEARS HERE]
Alliance Capital Management L.P.
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NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT MAY 24,
1996
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APPENDIX
PROXY PROXY
ACM GOVERNMENT INCOME FUND, INC.
INSTRUCTIONS TO THE STOCKHOLDERS OF ACM GOVERNMENT INCOME FUND,
INC. (the "Corporation") IN CONNECTION WITH THE ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD ON MAY 24, 1996.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE CORPORATION.
The undersigned hereby instructs Domenick Pugliese 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 24, 1996 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?
___________________________ ______________________________
___________________________ ______________________________
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/X/ PLEASE MARK VOTES AS IN THIS EXAMPLE
1. Election of Directors. For All
For Withhold Except
/ / / / / /
Class Two Directors (term expires in 1999)
DAVID H. DIEVLER, JAMES M. HESTER AND
THE HON. JAMES D. HODGSON
INSTRUCTION: TO WITHHOLD AUTHORITY FOR ANY INDIVIDUAL
NOMINEE, MARK THE "FOR ALL EXCEPT" BOX AND STRIKE A LINE
THROUGH THE NOMINEE'S NAME.
2. RATIFICATION OF THE
SELECTION OF ERNST & For Against Abstain
YOUNG LLP as the / / / / / /
independent auditors
for the Corporation
for the fiscal year
ending December 31, 1996.
3. In their discretion on For Against Abstain
all such other matters / / / / / /
that may properly come
before the meeting or
any adjournments thereof.
Please be sure to sign and date this Proxy. Date
Shareholder sign here Co-owner sign here
Mark box at right if comments or address change / /
have been noted on the reverse side of the card.
RECORD DATE SHARES:
00250065.AI3
