<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 Spectrum 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>
<PAGE>
ACM GOVERNMENT INCOME FUND, INC.
ALLIANCE CAPITAL LOGO(R) 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 28, 1998
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 28, 1998 at 11:00 a.m., for the following purposes, all of which
are more fully described in the accompanying Proxy Statement dated April 20,
1998:
1. To elect four Directors of each of ACM I, II, III, IV, V and VII, three
such Directors to hold office for a term of three years and one to hold office
for a term of one year and, in each case, until his 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 1998; 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 April
10, 1998 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 20, 1998
- -------------------------------------------------------------------------------
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 28, 1998
----------------
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, May 28, 1998 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 April 20, 1998.
The Board of Directors of each Fund has fixed the close of business on April
10, 1998 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 April 10, 1998 consisted,
respectively, of 57,898,256 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, 22,252,663 shares of common stock
and 950 shares of Remarketed Preferred Shares, Series A (the "ACM V Preferred
Stock") of ACM V, and 10,704,564 shares of common stock and 1,200 shares of
each of Preferred Stock of Series A, Series B and Series C (the "ACM VII
Preferred Stock") of ACM VII, each share being entitled to one vote.
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 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. The holders of ACM V Preferred Stock and
ACM VII Preferred Stock voting separately as a class, have the right to 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 to vote with respect to the election
of those two Directors. The two Directors
1
<PAGE>
that have been elected by the holders of ACM V Preferred Stock and ACM VII
Preferred Stock are, for each Fund, Ruth Block and Robert C. White. Neither
Ms. Block nor Mr. White is standing for re-election at the Meeting.
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, and for the ratification of Ernst & Young LLP as the
Funds' independent auditors for each of their respective fiscal years ending
in 1998. 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 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, the persons named
as proxies may propose and vote for one or more adjournments of the Meeting
with respect to that Fund with no other notice than announcement at the
Meeting in order to permit further solicitation of proxies. The Meeting may be
adjourned with respect to fewer than all of the proposals in this Proxy
Statement and a stockholder vote may be taken on any one of the proposals
prior to any adjournment if sufficient votes have been received for approval.
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.
2
<PAGE>
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 of each Fund will be elected to serve a
term of one year and, in each case, until his successor is 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 Two 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 One will expire
as of the Meeting, the term of office of the members of Class Two will expire
as of the annual meeting of stockholders to be held in 1999 and the term of
office of the members of Class Three will expire as of the annual meeting of
stockholders to be held in 2000. 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, John H. Dobkin, Clifford L. Michel and Donald
J. Robinson are the members constituting Class One; David H. Dievler, William
H. Foulk, Jr. and Dr. James M. Hester are the members constituting Class Two;
and John D. Carifa, Ruth Block and Robert C. White are the members
constituting Class Three.
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, two Directors in Class One of each Fund, Messrs. Clifford L.
Michel and Donald J. Robinson, are standing for re-election. In addition,
Messrs. John H. Dobkin and William H. Foulk, Jr., elected by the Board of
Directors of each Fund on January 13, 1998 as members of Class One and Class
Two, respectively, will also stand for election by stockholders as members of
Class One and Class Two, respectively. 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.
3
<PAGE>
Certain information concerning each Fund's Directors is set forth below.
WITH RESPECT TO EACH FUND, ONLY THE CLASS ONE DIRECTORS AND MR. FOULK, A CLASS
TWO DIRECTOR, 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 APRIL 10, 1998
- ----------------------- ---------- ----------- -----------------
<S> <C> <C> <C>
* John D. Carifa, ACM I and II--1987 2000 2,000ACM I
Chairman of the ACM III, IV and V--1988 (Class Three)
Board, 53. ACM VII--1994
President, Chief
Operating Officer
and a Director of
Alliance Capital
Management
Corporation
("ACMC").
**+ Ruth Block, ACM I and II--1987 2000
Director, 67.
Formerly an Executive ACM III, IV and V--1988 (Class Three) 1,800 ACM III
Vice President and ACM VII--1994 4,540 ACM V
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, 68. ACM III, IV and V--1988 (Class Two) 1,200ACM II
Independent ACM VII--1994 1,000ACM III
Consultant. 200 ACM IV
Formerly a Chairman
of the Boards of
the Funds and a
Senior Vice
President of ACMC
until December
1994.
**+ John H. Dobkin, ACM I-V and VII--1998 2001++ 0ACM I-V,
Director, 55. (Class One) and VII
President of
Historic Hudson
Valley (historic
preservation) since
1990. He was
formerly Director
of the National
Academy of Design.
**+ William H. Foulk, ACM I-V and VII--1998 1999++ 500 ACM I
Jr., Director, 65. (Class Two) 500 ACM II
He is an investment 800 ACM III
adviser and 500 ACM V
independent 400 ACM VII
consultant. He was
formerly Senior
Manager of Barrett
Associates, Inc., a
registered
investment adviser,
since 1986.
</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 each
of the Funds' investment adviser, Alliance Capital Management L.P. (the
"Adviser").
**Member of the Audit Committee.
+Member of the Nominating Committee.
++If elected at the Meeting.
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 APRIL 10, 1998
----------------------- ---------- ----------- -----------------
<S> <C> <C> <C>
**+ Dr. James M. Hester, ACM I and II--1987 1999 725 ACM I
Director, 74. ACM III, IV and V--1988 (Class Two) 700 ACM II
President of The ACM VII--1994 815 ACM IV
Harry Frank 700 ACM V
Guggenheim
Foundation. He was
formerly President
of New York
University and The
New York Botanical
Garden and Rector of
The United Nations
University.
**+ Clifford L. Michel, ACM I and II--1987 2001++ 1,000ACM I
Director, 58. ACM III, IV and V--1988 (Class One) 1,000ACM II
Partner of the law ACM VII--1994 1,000ACM III
firm of Cahill 1,000ACM IV
Gordon & Reindel. He 1,000ACM V
is Chief Executive 1,000ACM VII
Officer of Wenonah
Development Company
(investments) and a
Director of Placer
Dome, Inc. (mining).
**+ Donald J. Robinson, ACM I-V and VII--1996 2001++ 2,150ACM V
Director, 63. Senior (Class One)
Counsel of the law
firm of Orrick,
Herrington &
Sutcliffe since
January 1995.
Formerly a senior
partner of Orrick,
Herrington &
Sutcliffe from July
1987 to December
1994; member of the
Executive Committee
of the firm from
January 1989 to
December 1994.
**+ Robert C. White, ACM I and II--1987 2000 700 ACM I
Director, 77. ACM III, IV and V--1988 (Class Three) 600 ACM II
Formerly Assistant ACM VII--1994 800 ACM III
Treasurer of Ford 600 ACM V
Motor Company and,
until
September 30, 1994,
a Vice President and
the Chief Financial
Officer of the
Howard Hughes
Medical Institute.
</TABLE>
- --------
**Member of the Audit Committee.
+Member of the Nominating Committee.
++If re-elected at the Meeting.
5
<PAGE>
Alliance has instituted a policy applicable to all registered investment
companies to which it provides investment advisory services, including the
Funds (collectively, the "Alliance Fund Complex"), contemplating that each
Director will invest specified minimum amounts and (in most cases) an overall
total of at least $150,000 in shares of investment companies within the
Alliance Fund Complex (including the Funds).
During their respective fiscal years ended in 1997, 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 most recently completed fiscal years. The
Nominating Committee of each Fund, which met on November 26, 1997 for the
purpose of nominating Messrs. Dobkin and Foulk, 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 each of its Directors during its respective fiscal year
ended in 1997, the aggregate compensation paid to each of the Directors during
calendar year 1997 by all of the investment companies in the Alliance Fund
Complex, and the total number of investment companies (and separate investment
portfolios within those companies) 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 investment company in the Alliance Fund
Complex provides compensation in the form of pension or retirement benefits to
any of its directors or trustees.
6
<PAGE>
<TABLE>
<CAPTION>
TOTAL NUMBER TOTAL NUMBER OF
OF INVESTMENT INVESTMENT PORTFOLIOS
COMPANIES IN THE WITHIN THE
ALLIANCE FUND ALLIANCE FUND
AGGREGATE COMPLEX, INCLUDING COMPLEX, INCLUDING
COMPENSATION TOTAL COMPENSATION THE FUNDS, THE FUNDS,
FROM EACH FUND FROM THE ALLIANCE FUND AS TO WHICH THE AS TO WHICH THE
DURING ITS FISCAL COMPLEX, INCLUDING DIRECTOR IS A DIRECTOR DIRECTOR IS A DIRECTOR
NAME OF DIRECTOR YEAR ENDED IN 1997 THE FUNDS DURING 1997 OR A TRUSTEE OR TRUSTEE
---------------- ------------------------- ---------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
John D. Carifa $0 $0 54 118
Ruth Block $3,244 ACM I-III $164,000 40 80
$3,199 ACM IV, V, and VII
David H. Dievler $3,248 ACM I-III $188,500 47 83
$3,203 ACM IV, V, and VII
John H. Dobkin $0 $126,500 44 80
William H. Foulk, Jr. $0 $176,250 47 107
Dr. James M. Hester $3,231 ACM I-III $156,500 40 76
$3,186 ACM IV, V, and VII
Clifford L. Michel $3,231 ACM I-III $194,500 41 92
$2,913 ACM IV, V, and VII
Donald J. Robinson $3,218 ACM I-III $235,500 38 91
$2,673 ACM IV and V
$3,173 ACM VII
Robert C. White $7,629 ACM I-III $88,500 10 10
$5,591 ACM IV and V
$6,568 ACM VII
</TABLE>
As of April 10, 1998, each of the Directors of a Fund owned less than 1% of
the outstanding shares of any class of capital stock of the Fund and the
Directors and officers of each Fund as a group owned less than 1% of the
shares of capital stock 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 the Adviser 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.
7
<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, 1998
(ACM I, II, III), July 31, 1998 (ACM IV), August 31, 1998 (ACM V) and October
31, 1998 (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 10, 1997 for ACM I, II and III, June 18,
1997 for ACM IV and V and September 10, 1997 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.
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.
According to information filed with the Securities and Exchange Commission
on January 27, 1998, Aon Corporation, 123 North Wacker Drive, Chicago,
Illinois 60606, and certain affiliates thereof, beneficially owned an
aggregate of 2,847,500 shares, or 21.8%, of the outstanding common stock of
ACM IV.
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.
8
<PAGE>
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 4 for
biographical information).
Wayne D. Lyski, 56, President of ACM I, II and III, and Senior Vice
President of ACM IV, V and VII, is an Executive Vice President of ACMC, with
which he has been associated since prior to 1993.
Kathleen A. Corbet, 38, Senior Vice President of each Fund, is an Executive
Vice President of ACMC, with which she has been associated since July 1993.
Prior thereto, she was employed by Equitable Capital.
Bruce W. Calvert, 51, 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 1993.
Susan P. Keenan, 41, Senior Vice President of ACM VII, is a Senior Vice
President of ACMC, with which she has been associated since prior to 1993.
Thomas M. Perkins, 53, Senior Vice President of ACM IV, is a Senior Vice
President of ACMC, with which he has been associated since prior to 1993.
Paul J. DeNoon, 36, Vice President of ACM I, II, III, IV and V, is a Vice
President of ACMC, with which he has been associated since 1993.
David M. Dowden, 32, Vice President of ACM VII, is a Vice President of ACMC,
with which he has been associated since 1993.
Thomas J. Bardong, 53, Vice President of ACM IV, is a Senior Vice President
of ACMC, with which he has been associated since prior to 1993.
Wayne C. Tappe, 34, Vice President of ACM V, is a Senior Vice President of
ACMC, with which he has been associated since 1993.
Christian G. Wilson, 30, Vice President of ACM I, II, III, IV and V, is a
Vice President of ACMC, with which he has been associated since prior to 1993.
Mark D. Gersten, 47, 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 1993.
Edmund P. Bergan, Jr., 47, 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 1993.
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 LLC, with principal
offices at Gateway Center 3, Newark, New Jersey 07102, 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.
9
<PAGE>
Section 16(a) Beneficial Ownership 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 the Funds'
respective fiscal years ended in 1997, initial reports of beneficial ownership
of securities on Form 3 were inadvertantly filed late by Alliance on behalf of
the following officers: Paul J. DeNoon--ACM I, II, III and IV, and Thomas M.
Perkins--ACM IV. The reports did not relate to any transactions.
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 a Fund must be received by the Fund by December 21,
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 federal securities laws.
REPORTS TO STOCKHOLDERS
Each Fund will furnish each person to whom this Proxy Statement is delivered
with a copy of the Fund's latest annual report to stockholders and, if
applicable, such Fund's subsequent semi-annual report to stockholders, upon
request and without charge. To request a copy, please call Alliance Fund
Services, Inc. at (800) 227-4618 or contact Jane Heeckt 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 20, 1998
New York, New York
10
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE
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<S> <C>
Introduction.............................................................. 1
Proposal One: Election of Directors....................................... 3
Proposal Two: Ratification of Selection of Independent Auditors of the
Funds.................................................................... 8
Other Matters............................................................. 8
Information as to Principal Officers, the Investment Adviser and the
Administrators of the Funds.............................................. 8
Submission of Proposals for the Next Annual Meeting of Stockholders....... 10
Reports to Stockholders................................................... 10
</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.
- -------------------------------------------------------------------------------
ALLIANCE CAPITAL LOGO(R)
Alliance Capital Management L.P.
- -------------------------------------------------------------------------------
NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT MAY 28,
1998
<PAGE>
APPENDIX
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 28, 1998.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby instructs Domenick Pugliese and/or
Carol H. Rappa, each with the power to appoint his or her
substitute, and authorizes each of them to represent and 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 28, 1998 at the offices of the Corporation, 1345
Avenue of the Americas, 33rd Floor, New York, New York, 10105 and
at all adjournments thereof. The undersigned hereby acknowledges
receipt of the Notice of Meeting and accompanying Proxy Statement
and hereby instructs said proxies to vote said shares as
indicated hereon.
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF THE NOMINEES AS DIRECTORS AND
FOR ANY PROPOSAL FOR WHICH NO CHOICE IS INDICATED.
PLEASE REFER TO THE PROXY STATEMENT FOR
A DISCUSSION OF EACH OF THE PROPOSALS.
PLEASE VOTE, DATE, AND SIGN ON REVERSE AND
RETURN PROMPTLY IN ENCLOSED ENVELOPE.
Please sign this proxy exactly as your name(s) appear(s) 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
ACM GOVERNMENT SPECTRUM FUND, INC.
1. Election of Directors. For All For All
Nominees Withhold Except
/ / / / / /
Class One Nominees (term expires in 2001)
JOHN H. DOBKIN
CLIFFORD L. MICHEL
DONALD J. ROBINSON
Class Two Nominee (term expires in 1999)
WILLIAM H. FOULK, JR.
INSTRUCTION: To withhold authority to vote for any
individual nominee, mark the "For All Except" box and strike
a line through the name(s) of the nominee(s).
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, 1998.
3. In their discretion, upon
such other matters as
may properly come
before the meeting or
any adjournment thereof.
Please be sure to sign and date this Proxy. Date
Stockholder sign here Co-owner sign here
Mark box at right if an address change or comment / /
has been noted on the reverse side of the card.
RECORD DATE SHARES:
00250032.AJ4
