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ACM GOVERNMENT INCOME, INC.
Code of Ethics
Adopted as of ___________ Pursuant to Rule 17j-1
Under the Investment Company Act of 1940
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1. Purposes
This Code of Ethics has been adopted by the Directors of
the Fund in accordance with Rule 17j-1(b) under the Investment
Company Act of 1940 (the "Act"). Rule 17j-1 (a copy of which is
attached as Exhibit A) generally proscribes fraudulent or
manipulative practices with respect to purchases or sales of
securities held or to be acquired by investment companies, if
effected by associated persons of such companies. The purpose of
this Code of Ethics is to provide regulations and procedures
consistent with the Act and Rule 17j-1 designed to give effect to
the general prohibitions set forth in Rule 17j-1(a) as follows:
(a) It shall be unlawful for any affiliated person or
principal underwriter for a registered investment company, or any
affiliated person of an investment adviser of or principal
underwriter for a registered investment company in connection
with the purchase or sale, directly or indirectly, by such person
of a security held or to be acquired, as defined in this section,
by such registered investment company --
(1) To employ any device, scheme or artifice
to defraud such registered investment company;
(2) To make to such registered investment company
any untrue statement of a material fact or omit to state to such
registered investment company a material fact necessary in order
to make the statements made, in light of the circumstances under
which they are made, not misleading;
(3) To engage in any act, practice, or course of
business which operates or would operate as a fraud or deceit
upon any such registered investment company; or
(4) To engage in any manipulative practice with
respect to such registered investment company.
2. Application
(a) This Code of Ethics applies to the "access persons"
of the Fund (as such terns are defined in Section 3).
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(b) The Fund will maintain a list of all its access
persons and will provide each access person with a copy of this
Code of Ethics.
3. Definitions
(a) "Fund" means ACM Government Income Fund, Inc.
(b) "Investment Adviser" means Alliance capital
Management Corporation.
(c) "Access person" means any director, officer or
advisory person of the Fund, or of the Investment Adviser.
(d) "Advisory person" of the Fund, or of the Investment
Adviser means (a) any employee of the Fund, of the Investment
Adviser, who, in connection with his regular functions or duties,
makes, participates in, or obtains information regarding the
purchase or sale of a security by the Fund, or whose functions
relate to the making of any recommendations with respect to such
purchases or sales; and (b) any other natural person, if any,
having the power to exercise a controlling influence over the
management or policies of the Fund, of the Investment Adviser
unless such power is solely the result of his position with the
Fund, who obtains information concerning recommendations made to
the Fund with regard to the purchase or sale of a security.
(e) A security is "being considered for purchase or
sale" when a recommendation to purchase or sell a security has
been made and communicated or, with respect to the person making
the recommendation, when such person seriously considers making
such a recommendation.
(f) "Beneficial ownership" shall be interpreted in the
same manner as it would be in determining whether a person is
subject to the provisions of Section 16 of the Securities
Exchange Act of 1934 and the rule and regulations thereunder.
(g) "Control" shall have the same meaning as that set
forth in Section 2(a)(9) of the Investment Company Act.
(h) "Independent director" means a director of the Fund
who is not an "interested person" of the Fund within the meaning
of Section 2(a)(19) of the Investment Company Act of 1940.
(i) "Purchase or sale of a security" includes, among
other things, the writing of an option to purchase or sell a
security.
(j) "Security" shall have the meaning set forth in
Section 2(a)(36) of the Investment Company Act of 1940, except
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that it shall not include securities issued by the Government of
the United States (including short term debt securities which are
"government securities" within the meaning of Section 2(a)(16) of
the Investment Company Act of 1940), bankers' acceptances, bank
certificates of deposit, commercial paper or shares of registered
open-end investment companies.
4. Exempted Transactions
The prohibitions of Section 3 of this Code shall not
apply to:
(a) Purchases or sales effected in any account over
which the access person has no direct or indirect influence or
control or in any account which is managed on a discretionary
basis by a person other than such access person and with respect
to which such access person does not in fact influence or control
such transactions.
(b) Purchases or sales of securities which are not
eligible for purchase or sale by the Fund.
(c) Purchases or sales which are non-volitional on the
part of either the access person or the Fund.
(d) Purchases which are part of an automatic dividend
reinvestment plan.
(e) Purchases effected upon the exercise of rights
issued by an issuer pro rata to all holders of a class of its
securities, to the extent such rights were acquired from such
issuer, and sales of such rights so acquired.
(f) Purchases or sales of securities which receive the
prior approval of the Secretary or the Treasurer of the Fund
(such approving officer having no personal interest in such
purchases or sales) because such purchases or sales are not
likely to have any economic impact on the Fund or on its ability
to purchase or sell securities of the same class or other
securities of the same issuer.
(g) Any securities transaction, or series of related
transactions, involving 500 shares or less in the aggregate, if
the issuer has a market capitalization (outstanding shares
multiplied by the current price per share) greater than $1
billion.
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5. Prohibited Purchases and Sales
(a) Unless prior approval is obtained in accordance
with Section 4(f) above, no officer, director or employee of the
Fund and no advisory person of the Fund or of the Investment
Adviser shall purchase or sell, directly or indirectly, any
security in which he has, or by reason of such transactions
acquires, any direct or indirect beneficial ownership and which
to his actual knowledge at the time of such purchase or sale:
(1) is being considered for purchase or sale by
the Fund; or
(2) is being purchased or sold by the Fund.
(b) No access person shall reveal to any other person
(except in the normal course of his or her duties on behalf of
the Fund) any information regarding securities transactions by
the Fund or consideration by the Fund or the Investment Adviser
of any such securities transactions.
6. Reporting
(a) Every access person, except those directors
referred to in Section 6(b) of this Code, shall report to the
Secretary of the Fund the information described in Section 6(c)
of this Code with respect to transactions in any security in
which such access person has, or by reason of such transaction
acquires, any direct or indirect beneficial ownership in the
security; provided, however, that an access person shall not be
required to make a report with respect to transactions effected
in any account over which such person does not have any direct or
indirect influence or control or in any account which is managed
on a discretionary basis by a person other than such access
person and with respect to which such access person does not in
fact influence or control such transactions. The Secretary of
the Fund shall maintain such reports and such other records as
are required by Rule 17j-1 under the Investment Company Act of
1940.
(b) An independent director of the Fund need only
report to the Secretary of the Fund a transaction if such
director, at the time of that transaction, knew or, in the
ordinary course of fulfilling his official duties as a director
of the Fund, should have known that, during the 15-day period
immediately preceding or after the date of the transaction by the
directors, such security is or was purchased or sold by the Fund
or such purchase or sale was being considered for purchase or
sale by the Fund or the Investment Adviser.
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(c) Every report shall be in writing and shall be
delivered not later than 10 days after the end of the calendar
quarter in which a transaction to which the report relates was
effected, and shall contain the following information:
(1) The date of the transaction, the title and the
number of shares and the principal amount of
each security involved;
(2) The nature of the transaction (i.e., purchase,
sale or any other type of acquisition or
disposition);
(3) the price at which the transaction was
effected; and
(4) The name of the broker, dealer or bank with or
through whom the transaction was effected.
(d) Any such report may contain a statement that the
report shall not be construed as an admission by the person
making such report that he has any direct or indirect beneficial
ownership in the security to which the report relates.
(e) All reports furnished pursuant to this Section will
be kept confidential, subject to the rights of inspection by the
Directors of the Fund and by the Securities and Exchange
Commission.
7. Sanctions
Upon discovering a violation of this Code, the Directors
of the Fund may impose such sanctions as they deem appropriate,
including, among other things, a letter of censure or suspension
or termination of the employment of the violator.
Explanatory Notes to Code of Ethics
1. The information on securities transactions received and
recorded by the Investment Adviser under its current Statement of
Policy and Procedures Regarding Securities Transactions for
Accounts of Alliance Personnel in conformity with Rule 204-2
(1)(12) under the Investment Advisers Act of 1940 shall be deemed
to satisfy the reporting requirements imposed on access persons
of the Investment Adviser by Section 6 of this Code of Ethics.
2. For purposes of Section 3(c), 3(d) and 5 of this Code of
Ethics, the only advisory persons of the Fund or of the
Investment Adviser at the present time are the following:
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Name Function
Jenifer Binder Portfolio Management
Worth Brunjen Portfolio Management
Aiden E, Hatton Portfolio Management
Wayne D. Lyski Portfolio Management
Susan Seebach Portfolio Management
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