<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
Alliance World Dollar Government 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:
00250114.AY2
<PAGE>
<PAGE>
[LOGO OF ALLIANCE CAPITAL APPEARS HERE]
ACM MANAGED DOLLAR INCOME FUND, INC.
ALLIANCE WORLD DOLLAR GOVERNMENT FUND, INC.
ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC.
- -------------------------------------------------------------------------------
1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
- -------------------------------------------------------------------------------
NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS
JANUARY 23, 1996
To the Stockholders of ACM Managed Dollar Income Fund, Inc., Alliance World
Dollar Government Fund, Inc. and Alliance World Dollar Government Fund II,
Inc.:
Notice is hereby given that a Joint Annual Meeting of Stockholders (the
"Meeting") of ACM Managed Dollar Income Fund, Inc., Alliance World Dollar
Government Fund, Inc. and Alliance World Dollar Government Fund II, Inc.
(individually, a "Fund", and together, the "Funds") will be held at the
offices of the Funds, 1345 Avenue of the Americas, 33rd Floor, New York, New
York 10105, on Tuesday, January 23, 1996 at 11:00 a.m., for the following
purposes, all of which are more fully described in the accompanying Proxy
Statement dated December 19, 1995:
1. To elect three Directors of each Fund, each such Director to hold
office for a term of three years and until his or her successor is duly
elected and qualified;
2. To ratify 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
November 30, 1995 as the record date for the determination of stockholders
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 Board of Directors,
Edmund P. Bergan, Jr.
Secretary
New York, New York
December 19, 1995
- -------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, SIGN
AND DATE IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF
MAILED IN THE UNITED STATES. IN ORDER TO SAVE 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 MANAGED DOLLAR INCOME FUND, INC.
ALLIANCE WORLD DOLLAR GOVERNMENT FUND, INC.
ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC.
1345 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10105
----------------
JOINT ANNUAL MEETING OF STOCKHOLDERS
JANUARY 23, 1996
----------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the respective Boards of Directors of ACM Managed Dollar
Income Fund, Inc. ("Managed Dollar"), Alliance World Dollar Government Fund,
Inc. ("World Dollar") and Alliance World Dollar Government Fund II, Inc.
("World Dollar II"), each of which is a Maryland corporation (individually, a
"Fund", and together, 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
Tuesday, January 23, 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 of each Fund are being mailed to stockholders
on or about December 19, 1995.
The Board of Directors of each Fund has fixed the close of business on
November 30, 1995 as the record date for the determination of stockholders
entitled to notice of, and to vote at, the Meeting and at any adjournment
thereof. The outstanding voting shares of the Funds as of November 30, 1995
consisted, respectively, of 28,325,009 shares of common stock of Managed
Dollar, 8,652,707 shares of common stock of World Dollar and 71,535,274 shares
of common stock of World Dollar II, each share being entitled to one vote. 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 will be voted for the election of three Directors of each Fund and for
the ratification of the selection 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 similar matters. In the event that any stockholder of a Fund present
at the Meeting objects to the holding of a joint meeting and moves for an
adjournment of the Meeting with respect to that Fund to a time immediately
after the Meeting, so that the meeting for that Fund may be held separately,
the persons named as proxies will vote in favor of adjournment.
Stockholders of each Fund will vote separately on each proposal set forth
herein and on any other matters that may arise for that Fund, and an
unfavorable vote on a proposal by the stockholders of one
<PAGE>
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 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 are not received by January 23, 1996, the persons named as proxies
may propose and vote for one or more adjournments of the Meeting with no other
notice than announcement at the Meeting, and further solicitation of proxies
with respect to such proposal may be made. Shares represented by proxies
indicating a vote against any proposal will be voted against adjournment.
PROPOSAL ONE
ELECTION OF DIRECTORS
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 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 terms of
office of the members of a 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. Messrs. John H. Dobkin and William
H. Foulk, Jr. and Dr. James M. Hester are currently members of Class Two;
Messrs. John D. Carifa and Robert C. White and Ms. Ruth Block are currently
members of Class Three; and Messrs. David H. Dievler and Clifford L. Michel
are currently members of Class One.
As a result of this system, only those Directors of each Fund in a single
class may be changed in any one year, and it would require two years to change
a majority of the Board of Directors of a Fund (although, under Maryland law,
procedures are available for the removal of Directors even if they are not
then standing for re-election and, under Securities and Exchange Commission
regulations, 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 would 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.
2
<PAGE>
Certain information concerning each Fund's Directors and nominees for
election as Directors is set forth below. WITH RESPECT TO EACH FUND, ONLY
CLASS TWO DIRECTORS ARE STANDING FOR RE-ELECTION AS DIRECTORS.
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME, POSITIONS AND OFFICES WITH THE OF COMMON STOCK
FUNDS, YEAR FIRST BENEFICIALLY OWNED
AGE, PRINCIPAL OCCUPATIONS DURING BECAME A YEAR TERM DIRECTLY OR INDIRECTLY
THE PAST FIVE YEARS AND OTHER DIRECTOR OF AS DIRECTOR AS OF
DIRECTORSHIPS EACH FUND WILL EXPIRE NOVEMBER 30,1995
------------------------------------ -------------- ------------- ----------------------
<C> <S> <C> <C> <C>
* John D. Carifa, Chairman of the Board, Managed Dollar 1997 World Dollar II--
50. President, Chief Operating Officer and World (Class Three) 1,000
and a Director of Alliance Capital Dollar II--
Management Corporation ("ACMC").+ 1993 World
Dollar-- 1992
**++ Ruth Block, Director, 65. She was for- Managed Dollar 1997 Managed Dollar--
merly an Executive Vice President and and World (Class Three) 3,000
Chief Insurance Officer of The Equita- Dollar II-- World Dollar--
ble Life Assurance Society of the 1993 3,000
United States. She is a Director of World Dollar--
Ecolab Incorporated (specialty chemi- 1992
cals) and Amoco Corporation (oil and
gas).
**++ David H. Dievler, Director, 66. Inde- Managed Dollar 1998 -0-
pendent consultant. He was formerly a and World (Class One)
Senior Vice President of ACMC until Dollar II--
December 1994. 1993 World
Dollar-- 1992
**++ John H. Dobkin, Director, 53. President Managed Dollar 1999+++ -0-
of Historic Hudson Valley (historic and World (Class Two)
preservation) since 1990. He was for- Dollar II--
merly Director of the National Academy 1993 World
of Design. From 1987 to 1992 he was a Dollar--1992
director of ACMC.
**++ William H. Foulk, Jr., Director, 63. He Managed Dollar 1999+++ Managed Dollar--
is an investment adviser and indepen- and World (Class Two) 200
dent consultant. He was formerly Se- Dollar II-- World Dollar--
nior Manager of Barrett Associates, 1993 World 200
Inc., a registered investment adviser, Dollar-- 1992 World Dollar II--
since 1986. 200
</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
Alliance Capital Management L.P. ("Alliance").
** Member of the Audit Committee for each Fund.
+ For purposes of this Proxy Statement, ACMC refers to Alliance Capital
Management Corporation, the sole general partner of Alliance, and to the
predecessor general partner of the same name.
++ Member of the Nominating Committee for each Fund.
+++ If elected at this Meeting.
3
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME, POSITIONS AND OFFICES WITH THE OF COMMON STOCK
FUNDS, YEAR FIRST BENEFICIALLY OWNED
AGE, PRINCIPAL OCCUPATIONS DURING BECAME A YEAR TERM DIRECTLY OR INDIRECTLY
THE PAST FIVE YEARS AND OTHER DIRECTOR OF AS DIRECTOR AS OF
DIRECTORSHIPS EACH FUND WILL EXPIRE NOVEMBER 30,1995
------------------------------------ -------------- ------------- ----------------------
<C> <S> <C> <C> <C>
**++ Dr. James M. Hester, Director, 71. Managed Dollar 1999+++ World Dollar--
President of The Harry Frank Guggen- and World (Class Two) 500
heim Foundation. He was formerly Pres- Dollar II--
ident of New York University and The 1993 World
New York Botanical Garden and Rector Dollar-- 1992
of The United Nations University. He
is also a Director of Union Carbide
Corporation.
**++ Clifford L. Michel, Director, 56. Part- Managed Dollar 1998 -0-
ner of the law firm of Cahill Gordon & and World (Class One)
Reindel. He is Chief Executive Officer Dollar II--
of Wenonah Development Company (in- 1993 World
vestments) and a Director of Placer Dollar--1992
Dome, Inc. (mining).
**++ Robert C. White, Director, 75. He was Managed Dollar 1997 World Dollar--
formerly Assistant Treasurer of Ford and World (Class Three) 500
Motor Company and, until September 30, Dollar II--
1994, Vice President and Chief Finan- 1993 World
cial Officer of the Howard Hughes Med- Dollar--1992
ical Institute.
</TABLE>
- --------
** Member of the Audit Committee for each Fund.
++ Member of the Nominating Committee for each Fund.
+++ If elected at this Meeting.
During their respective fiscal years ended in 1995, the Boards of Directors
of Managed Dollar, World Dollar and World Dollar II each met six times. During
their respective fiscal years ended in 1995, the Audit Committees of Managed
Dollar, World Dollar and World Dollar II each met twice. Each Audit Committee
was constituted for the purposes described below in Proposal Two. During their
respective fiscal years ended in 1995, the Nominating Committees of Managed
Dollar, World Dollar and World Dollar II did not meet. Each Nominating
Committee was constituted for the purpose of selecting and nominating persons
to fill any vacancies on the Board of Directors. The Nominating Committee of
each Fund does not currently consider candidates proposed by stockholders for
election as Directors.
A Fund does not pay any fees to, or reimburse expenses of, its Directors who
are considered "interested persons" of the Fund. The aggregate compensation
paid by each Fund to each of the Directors during its respective fiscal year
ended in 1995, the aggregate compensation paid to each of the Directors during
the calendar year 1994 by all of the funds to which Alliance provides
investment advisory services (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.
4
<PAGE>
<TABLE>
<CAPTION>
TOTAL
TOTAL NUMBER OF
COMPENSATION FUNDS IN THE
FROM THE ALLIANCE FUND
AGGREGATE ALLIANCE FUND COMPLEX,
COMPENSATION COMPLEX, INCLUDING THE
FROM EACH FUND INCLUDING FUNDS, AS TO
DURING ITS THE FUNDS, WHICH THE
RESPECTIVE DURING THE DIRECTOR IS
FISCAL YEAR 1994 CALENDAR A DIRECTOR
NAME OF DIRECTOR ENDED IN 1995 YEAR OR TRUSTEE
- ---------------- ----------------------- ------------- -------------
<S> <C> <C> <C>
John D. Carifa.............. $ 0 $ 0 48
Ruth Block.................. $3,794--Managed Dollar $157,000 35
$3,467--World Dollar
$4,038--World Dollar II
David H. Dievler............ $3,044--Managed Dollar $ 0* 41
$2,717--World Dollar
$1,050--World Dollar II
John H. Dobkin.............. $3,920--Managed Dollar $110,750 28
$3,729--World Dollar
$4,865--World Dollar II
William H. Foulk, Jr........ $3,920--Managed Dollar $141,500 29
$3,729--World Dollar
$4,960--World Dollar II
James M. Hester............. $3,794--Managed Dollar $154,500 36
$3,467--World Dollar
$4,413--World Dollar II
Clifford L. Michel.......... $3,544--Managed Dollar $120,500 35
$3,217--World Dollar
$3,788--World Dollar II
Robert C. White............. $3,794--Managed Dollar $133,500 35
$3,467--World Dollar
$4,404--World Dollar II
</TABLE>
- --------
* Until December 31, 1994, Mr. Dievler was an officer of ACMC and therefore,
as an "interested person" of Alliance, received no compensation in 1994
from the Alliance Fund Complex.
As of November 30, 1995, the Directors and officers of each Fund as a group
owned less than 1% of the shares of the Fund. During each Fund's fiscal year
ended in 1995, none of a Fund's Directors engaged in a purchase or sale of the
securities of Alliance or any of its parents or subsidiaries in an amount
exceeding 1% of the relevant class of outstanding securities.
THE BOARD OF DIRECTORS OF EACH FUND RECOMMENDS THAT THE STOCKHOLDERS OF EACH
FUND VOTE FOR THE ELECTION OF THE FOREGOING NOMINEES TO SERVE AS DIRECTORS OF
THE FUND.
5
<PAGE>
PROPOSAL TWO
RATIFICATION OF SELECTION
OF INDEPENDENT AUDITORS
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 September 30, 1996
for Managed Dollar, October 31, 1996 for World Dollar and March 31, 1996 for
World Dollar II. Their selection was approved by the vote, cast in person, of
a majority of the Board of Directors of each Fund, including a majority of the
Directors who are not "interested persons" of each Fund as defined in the Act,
at a meeting held on September 12, 1995 for Managed Dollar and World Dollar
and March 15, 1995 for World Dollar II. 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 Managed
Dollar, World Dollar and World Dollar II since the commencement of each Fund's
operations 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 to respond to appropriate questions from the
stockholders.
The Audit Committee of the Board of Directors of each Fund generally meets
twice during each fiscal year with representatives of Ernst & Young LLP to
discuss the scope of the independent auditors' engagement and review the
financial statements of the 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 THE FUND'S PRINCIPAL OFFICERS,
INVESTMENT ADVISER AND ADMINISTRATOR
The principal officers of the Funds and their principal occupations during
the past five years are set forth below.
John D. Carifa, Director and Chairman of each Fund (See Proposal One,
"Election of Directors," at page 3 for biographical information).
Wayne D. Lyski, President of each Fund, 53, is an Executive Vice President
of ACMC, with which he has been associated since prior to 1990.
Kathleen A. Corbet, Senior Vice President of each Fund, 35, has been a
Senior Vice President of ACMC since July 1993. Previously, she held various
responsibilities as head of Equitable Capital Management Corporation's Fixed
Income Management Department, Private Placement, Secondary Trading and Fund
Management since prior to 1990.
Paul J. DeNoon, Vice President of each Fund, 33, is a Vice President of
ACMC, with which he has been associated since 1992. Previously, he was a Vice
President of Manufacturers Hanover Trust Company since prior to 1990.
6
<PAGE>
Vicki L. Fuller, Vice President of each Fund, 38, has been a Senior Vice
President of ACMC since July 1993. Previously, she was a Managing Director of
High Yield of Equitable Capital Management Corporation since prior to 1990.
Mark D. Gersten, Treasurer and Chief Financial Officer of each Fund, 45, is
a Senior Vice President of Alliance Fund Services, Inc. ("AFS"), with which he
has been associated since prior to 1990.
Edmund P. Bergan, Jr., Secretary of each Fund, 45, 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 1990.
The address of Messrs. Carifa, Bergan, DeNoon and Lyski and Mses. Corbet and
Fuller is c/o Alliance Capital Management L.P., 1345 Avenue of the Americas,
New York, New York 10105. The address of Mr. Gersten is c/o Alliance Capital
Management L.P., 500 Plaza Drive, Secaucus, New Jersey 07094.
The investment adviser and administrator for the Funds is Alliance Capital
Management L.P., with principal offices at 1345 Avenue of the Americas, New
York, New York 10105.
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 the Funds and
the Directors of ACMC, among others, file with the Securities and Exchange
Commission and the New York Stock Exchange initial reports of ownership of
shares and reports of changes in ownership of shares of the Fund. During the
Funds' respective fiscal years ended in 1995, there were no delinquent reports
filed with respect to any of the Funds.
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 Funds by August
21, 1996 for inclusion in such Fund's proxy statement and form of 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.
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.
7
<PAGE>
REPORTS TO STOCKHOLDERS
Each Fund will furnish each person to whom the proxy statement is delivered
with a copy of the Fund's latest annual report to stockholders, and World
Dollar II will furnish a copy of its most recent semi-annual report succeeding
the annual report to stockholders, upon request and without charge. To request
a copy, please call Alliance Fund Services at (800) 227-4618 or contact Jean
Marie Poster at Alliance Capital Management L.P., 1345 Avenue of the Americas,
New York, New York 10105.
By order of the Board of Directors,
Edmund P. Bergan, Jr.
Secretary
December 19, 1995
New York, New York
8
<PAGE>
TABLE OF CONTENTS PAGE
- -------------------------------------------------------------------------------
Introduction.............................................................. 1
Proposal One: Election of Directors....................................... 2
Proposal Two: Ratification of Selection of Independent Auditors .......... 6
Information as to the Funds' Principal Officers, Investment Adviser and
Administrator............................................................ 6
Submission of Proposals for the Next Annual Meeting of Stockholders....... 7
Other Matters............................................................. 7
Reports to Stockholders................................................... 8
ACM MANAGED DOLLAR INCOME FUND, INC.
ALLIANCE WORLD DOLLAR GOVERNMENT FUND, INC.
ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC.
- -------------------------------------------------------------------------------
[LOGO OF ALLIANCE CAPITAL APPEARS HEREA]
Alliance Capital Management L.P.
- -------------------------------------------------------------------------------
NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT JANUARY 23,
1996
<PAGE>
APPENDIX
PROXY
ALLIANCE WORLD DOLLAR GOVERNMENT FUND, INC.
INSTRUCTIONS TO THE STOCKHOLDERS OF
ALLIANCE WORLD DOLLAR GOVERNMENT FUND, INC.
IN CONNECTION WITH THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 23, 1996.
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF
ALLIANCE WORLD DOLLAR GOVERNMENT FUND, INC.
The undersigned hereby instructs Andrew L. Gangolf and Carol H.
Rappa to vote all shares of the Common Stock of Alliance World
Dollar Government Fund, Inc. (the "Corporation") registered in
the name of the undersigned at the Annual Meeting of Stockholders
of the Corporation to be held at 11:00 a.m., Eastern Standard
Time, on January 23, 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.
PLEASE SIGN AND DATE THIS PROXY ON THE REVERSE SIDE
AND RETURN IT IN THE ENCLOSED ENVELOPE.
(SEE REVERSE SIDE)
<PAGE>
/ X / PLEASE MARK VOTES AS IN THIS EXAMPLE
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR ELECTION OF THE NOMINEES AS DIRECTORS AND FOR
ANY PROPOSAL FOR WHICH NO CHOICE IS INDICATED. PLEASE REFER TO
THE PROXY STATEMENT FOR A DISCUSSION OF EACH OF THE PROPOSALS.
1. ELECTION OF DIRECTORS
CLASS TWO DIRECTORS (TERM EXPIRING IN 1999):
JOHN H. DOBKIN, WILLIAM H. FOULK, JR.
JAMES M. HESTER
FOR WITHHELD
/ / / /
/ / ______________________________________
For all nominees except as noted above
2. RATIFICATION OF THE
SELECTION OF ERNST & FOR AGAINST ABSTAIN
YOUNG LLP as the / / / / / /
independent auditors
for the Corporation for
the fiscal year ending
October 31, 1996.
3. In their discretion on all such other matters that may
properly come before the meeting or any adjournments
thereof.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT. / /
Sign exactly as name(s) appears.
IMPORTANT: If joint owners, EITHER may sign this Proxy. When
signing as attorney, executor, administrator, trustee, guardian
or corporate officer, please give your FULL title. This Proxy
will not be voted unless it is dated and signed.
Signature:________________________ Date:___________________
Signature:________________________ Date:___________________
00250114.AY2
