<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:
/X / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
ACM Government Securities 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.
<PAGE>
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:
<PAGE>
LOGO
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
Toll Free (800) 221-5672
________________________________________________________________
NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS
July 10, 1997
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,
July 10, 1997 at 11:00 a.m., for the following purposes, all of
which are more fully described in the accompanying Proxy
Statement dated June 2, 1997:
1. To elect four Directors of each of ACM I, II, III, IV, V
and VII, three such Director to hold office for a term of three
years and one of whom to hold office for a term of one year and,
in each case, 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 1997;
3. With respect to ACM VII only, to approve a proposal to
split each share of the Fund's Preferred Stock Series A, Series B
and Series C into two shares and thus reduce each such share's
liquidation preference, as provided in the Fund's Charter, from
$50,000 to $25,000; and
4. To transact such other business as may properly come
before the Meeting.
<PAGE>
The Board of Directors of each Fund has fixed the close of
business on May 16, 1997 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
June 2, 1997
________________________________________________________________
YOUR VOTE IS IMPORTANT
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY
CARED, 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
JULY 10, 1997
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 Thursday, July 10, 1997 at 11:00
a.m. The solicitation will be made 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 May 30, 1997.
The Board of Directors of each Fund has fixed the close of
business on May 16, 1997 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 May 16, 1997 consisted, respectively,
of shares of common stock of ACM I, shares of
common stock of ACM II, shares of common stock of ACM
III, shares of common stock of ACM IV, shares
of common stock and shares of Remarketed Preferred Shares,
Series A (the "ACM V Preferred Stock") of ACM V and
shares of common stock and 600 shares of each of Series A, Series
B and Series C Preferred Shares (the "ACM VII Preferred Stock")
of ACM VII, each share being entitled to one vote.
Except as provided in the remainder of this paragraph, at the
Meeting the holders of ACM V Preferred Stock and the holders of
each class of ACM VII Preferred Stock will have equal voting
2
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rights with the holders of ACM V and ACM VII common stock,
respectively (i.e., one vote per share), and will vote together
with the holders of ACM V and ACM VII common stock as a single
class on all proposals to be brought before the Meeting
applicable to each respective Fund. With respect to the election
of Directors for ACM V and ACM VII, the holders of ACM V
Preferred Stock and ACM VII Preferred Stock voting separately as
a class, will elect two Directors representing the holders of the
Preferred Stock of each of their respective Funds. The holders
of ACM V's common stock and the holders of ACM VII's common stock
do not have the right, with respect to each of their respective
Funds, to vote with respect to the election of such two
Directors. The two Directors that have been designated as
representing the holders of ACM V Preferred Stock and ACM VII
Preferred Stock are for each Fund, Ruth Block and Robert C. White
(see "Proposal One--Election of Directors," below). In addition,
with respect to ACM VII, at the Meeting the holders of each
series of ACM VII Preferred Stock will vote both together with
the holders of ACM VII common stock as a single class and also
separately by series with respect to Proposal Three.
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 four Directors of ACM I, II, III,
IV, V and VII, for the ratification of Ernst & Young LLP as the
Funds' independent auditors for each of their respective fiscal
years ending in 1997 and, with respect to ACM VII, for the
proposal relating to the ACM VII stock split. 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, with the exception of Proposal Three, to consider and
vote on identical matters. 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
3
<PAGE>
of Meeting with respect to a Fund are not received by July 10,
1997, 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 one Director will be
elected to serve a term of one year, and in each case, 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 Classes One and Three
as described below.
Pursuant to the Funds' respective Charters 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 Three will expire as of the Meeting, the
term of office of the members of Class One will expire as of the
annual meeting of stockholders to be held in 1998 and the term of
office of the members of Class Two will expire as of the annual
meeting of stockholders to be held in 1999. 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, Ruth Block, John D. Carifa and Robert C.
White are the members constituting Class Three; James R. Greene,
Clifford L. Michel and Donald J. Robinson are the members
constituting Class One; and David H. Dievler and James M. Hester
are the members constituting Class Two.
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-
4
<PAGE>
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 Three of each
Fund, Messrs. John D. Carifa and Robert C. White and Ms. Ruth
Block, are standing for re-election. In addition, Mr. Donald J.
Robinson, who was elected by the Boards of Directors of the Funds
on September 11, 1996 as a member of Class One, will also stand
for election by shareholders as a member of Class One. 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 THREE
DIRECTORS AND MR. ROBINSON, A CLASS ONE DIRECTOR, ARE STANDING
FOR ELECTION AS DIRECTORS.
5
<PAGE>
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 May 16, 1997
*John D. Carifa, ACM I and II 2000***
Chairman of the Board, --1987 (Class Three)
52. President, Chief ACM III, IV and V
Operating Officer --1988
and a Director of ACM VII
Alliance Capital --1994
Management Corporation
("ACMC").
**+Ruth Block,
Director, 66. ACM I and II 2000***
++Formerly an --1987 (Class Three)
Executive Vice ACM III, IV and V
President and --1988
Chief Insurance ACM VII
Officer of The --1994
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 1999
Director, 67. --1987 (Class Two)
Independent Consultant. ACM III, IV and V
Formerly a Senior --1988
Vice President of ACMC VII
ACMC and Chairman of --1994
the Boards of the Funds
until 1994.
**++James R. Greene, ACM I and II 1998
Director, 75. --1987 (Class One)
Independent financial ACM III and IV
consultant. He --1988
is a Director of ACM V
Bank Leumi Trust Co. --1989
(commercial bank), ACM VII
Buck Engineering --1994
Company (manufacturing),
American Reliance
6
<PAGE>
Insurance Co. (insurance)
and United Tote (computer
software). He is also
a consultant to a number of
international corporations.
____________________
*"Interested person", as defined in the Investment Company Act of 1940, as
amended (the "Act"), of each of the Funds because of affiliation with each of
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.
7
<PAGE>
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 May 16, 1997
**++James M. Hester, ACM I and II 1999
Director, 73. --1987 (Class Two)
President of The Harry ACM III, IV and V
Frank Guggenheim --1988
Foundation. He was ACM VII
formerly President --1994
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.
**++Donald J. Robinson, ACM I-IV 1998+++
Director, 62. --1996 (Class One)
Senior Partner of the ACM V
law firm of Orrick, --1996
Herrington & Sutcliffe ACM VII
from July 1987 to --1996
December 1994; Member
of the Executive
Committee of the firm
from January to December
1994; Senior Counsel of
the firm since January
1995. Trustee of the
Museum of the City of
New York from 1977 to
1995.
**++Clifford L. Michel, ACM I and II 1998
Director, 57. Partner --1987 (Class One)
of the law firm of ACM III, IV and V
Cahill Gordon & --1988
Reindel. He is Chief ACM VII
Executive Officer of --1994
Wenonah Development
Company (investments)
and a Director of Placer
Dome, Inc. (mining).
**+Robert C. White, ACM I and II 2000*** 700 ACM I
Director, 76. He was --1987 (Class Three) 700 ACM II
++formerly Assistant ACM III, IV and V 700 ACM III
8
<PAGE>
Treasurer of Ford --1988
Motor Company and, ACM VII
until September 30, --1994
1994, a Vice President
and Chief Financial
Officer of the Howard
Hughes Medical Institute.
____________________
**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.
+++If elected at the Meeting.
9
<PAGE>
During their respective fiscal years ended in 1996, the
Boards of Directors of ACM I, II, III, IV, V and VII each met
five 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 met once during such fiscal year, was
constituted for the purpose of selecting and nominating person(s)
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 1996, the aggregate
compensation paid to each of the Directors during calendar year
1996 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.
10
<PAGE>
Total Number of Funds
in the Alliance Fund
Total Compensation Complex, including the
Aggregate from the Alliance Funds, as to which a
Name of Director Compensation Fund Complex, Director is a Director
of the Funds from Each Fund Including the Funds or Trustee
John D. Carifa $0 $0 50
Ruth Block $3,259 ACM I $157,500 37
$3,259 ACM II
$3,259 ACM III
$3,192 ACM IV
$3,182 ACM V
$3,359 ACM VII
David H. Dievler $3,259 ACM I $182,000 43
$3,259 ACM II
$3,259 ACM III
$3,192 ACM IV
$3,182 ACM V
$3,859 ACM VII
James R. Greene $7,375 ACM I $63,000 11
$7,375 ACM II
$7,375 ACM III
$7,091 ACM IV
$7,091 ACM V
$7,966 ACM VII
James M. Hester $3,259 ACM I $148,500 38
$3,259 ACM II
$3,259 ACM III
$3,192 ACM IV
$3,182 ACM V
$3,359 ACM VII
Clifford L. Michel $2,986 ACM I $148,068 38
$2,986 ACM II
$2,986 ACM III
$3,192 ACM IV
$3,182 ACM V
$3,859 ACM VII
Donald J. Robinson $1,046 ACM I $137,250 38
$1,046 ACM II
$1,046 ACM III
$-0- ACM IV
$-0- ACM V
$273 ACM VII
11
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Robert C. White $3,259 ACM I $130,750 11
$3,259 ACM II
$3,259 ACM III
$3,204 ACM IV
$3,194 ACM V
$3,371 ACM VII
Alliance has instituted a policy applicable to all funds in
the Alliance Fund Complex contemplating that each Director will
invest a specified minimum total amount of up to $150,000 in
shares of funds in the Alliance Fund Complex on whose boards they
serve, including at least $10,000 in shares of any one or more of
the Funds.
[As of May 16, 1997, 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.
12
<PAGE>
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, 1997 (ACM I, II,
III), July 31, 1997 (ACM IV), August 31, 1997 (ACM V) and October
31, 1997 (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 18, 1996 for ACM I, II and III, June 5, 1996 for ACM IV
and V and September 11, 1996 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.
PROPOSAL THREE
ACM VII PREFERRED SHARES SERIES A,
SERIES B AND SERIES C STOCK SPLIT
With respect to ACM VII, stockholders are being asked to vote
on a proposal to split each share of the Preferred Shares Series
A, Series B and Series C into two shares and simultaneously
reduce each share's liquidation preference, as provided in the
Fund's Charter, from $50,000 to $25,000. Therefore, there will
be no economic effect to the stockholder's of the Fund's
Preferred Stock.
13
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The Adviser believes that splitting each share of ACM VII
Preferred Stock and reducing the liquidation preference will
increase the liquidity and marketability of those shares as well
as provide a more convenient size for purchases, and the Board of
Directors and the Adviser thus believe that the Proposal is in
the best interests of the Fund and its stockholders.
Both an affirmative vote of an absolute majority of each
series of the ACM VII Preferred Stock and an affirmative vote of
an absolute majority of such Preferred Stock and common stock,
voting together as a single class, is necessary to approve the
proposed stock split.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE
FOR THE SPLIT OF THE ACM VII PREFERRED STOCK.
14
<PAGE>
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).
Kathleen A. Corbet, Senior Vice President, 37, is a Senior
Vice President of ACMC since July 1993. Prior thereto, she was
employed by Equitable Capital since prior to 1992.
Wayne D. Lyski, 55, 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 1992.
Bruce W. Calvert, 50, 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 1992.
Susan P. Keenan, 40, Senior Vice President of ACM VII, is a
Senior Vice President of ACMC, with which she has been associated
since prior to 1992.
Thomas M. Perkins, 52, Senior Vice President of ACM IV, is a
Senior Vice President of ACMC, with which he has been associated
since prior to 1992.
Paul J. DeNoon, 35, 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, 31, 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.
Thomas Bardong, 51, Vice President of ACM IV, is a Senior
Vice President of ACMC, with which he has been associated since
prior to 1992.
15
<PAGE>
Christian Wilson, 32, Assistant Vice President of ACM I, II,
III, IV and V, is a Vice President of ACMC with which he has been
associated with since prior to 1992.
Mark D. Gersten, 46, 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
1992.
Edmund P. Bergan, Jr., 46, Secretary of each Fund, 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., 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 16(a) Reporting Compliance
Section 30(h) 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 1996,
there were (language to be added).
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 February 2, 1998 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.
16
<PAGE>
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
Susan Sorrentino 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
June 2, 1997
New York, New York
17
<PAGE>
TABLE OF CONTENTS Page ACM Government Income
Fund, Inc.
Introduction...............
Proposal One: Election of
Directors............... ACM Government Securities
Proposal Two: Ratification of Fund, Inc.
Selection of Independent
Auditors of the
Funds................... ACM Government Spectrum
Proposal Three: ACM VII Fund, Inc.
Preferred Series A, Series
B and Series C Stock
Split............. ACM Government
Information as to Principal Opportunity Fund, Inc.
Officers, the Investment
Adviser and the
Administrators of the ACM Managed Income
Funds................... Fund, Inc.
Submission of Proposals for
the Next Annual Meeting of
Stockholders............ ACM Municipal Securities
Other Matters.............. Income Fund, Inc.
Report to Stockholders.....
______________________________
LOGO
Alliance Capital Management
L.P.
_____________________________
NOTICE OF JOINT ANNUAL
MEETING OF STOCKHOLDERS
AND PROXY STATEMENT
July 10, 1997
18
<PAGE>
APPENDIX
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 JULY 10, 1997.
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 July 10, 1997 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
1. Election of Directors. For All
For Withhold Except
/ / / / / /
Class Three Nominees (term expires in 2000)
RUTH BLOCK, JOHN D. CARIFA and
ROBERT C. WHITE
Class One Nominee (term expires in 1998)
DONALD J. ROBINSON
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, 1997.
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.AJ1
