ALLIANCE WORLD DOLLAR GOVERNMENT FUND II INC, DEF 14A, 2000-02-22

ALLIANCE WORLD DOLLAR GOVERNMENT FUND II INC
DEF 14A, 2000-02-22

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<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 II, 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>

ACM GOVERNMENT INCOME FUND, INC.
ACM GOVERNMENT SECURITIES FUND, INC.
ACM GOVERNMENT SPECTRUM FUND, INC.
ACM MANAGED INCOME FUND, INC.
ACM MUNICIPAL SECURITIES INCOME FUND, INC.
ACM MANAGED DOLLAR INCOME FUND, INC.
ALLIANCE WORLD DOLLAR GOVERNMENT FUND, INC.
ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC.
ALLIANCE ALL-MARKET ADVANTAGE FUND, INC.
(LOGO OF ALLIANCE CAPITAL APPEARS HERE)
- --------------------------------------------------------------------------------
1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
- --------------------------------------------------------------------------------

NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS
March 28, 2000

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 Managed Income Fund, Inc. ("ACM V"), ACM Municipal Securities
Income Fund, Inc. ("ACM VII"), ACM Managed Dollar Income Fund, Inc. ("ACM
VIII"), Alliance World Dollar Government Fund, Inc. ("AWDGF"), Alliance World
Dollar Government Fund II, Inc. ("AWDGF II") and Alliance All-Market Advantage
Fund, Inc. ("AMA"):

Notice is hereby given that a Joint Annual Meeting of Stockholders (the
"Meeting") of ACM I, ACM II, ACM III, ACM V, ACM VII, ACM VIII, AWDGF, AWDGF II
and AMA (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 Tuesday, March 28, 2000 at 3:00 p.m., for the following
purposes, all of which are more fully described in the accompanying Proxy
Statement dated February 17, 2000:

1. To elect three Directors of each Fund, each such Director to hold office
for a term of three years until his or her successor is duly elected and
qualify;

2. To ratify the selection of Ernst & Young LLP as independent auditors of
ACM I, ACM II, ACM III, ACM V, ACM VII, ACM VIII, AWDGF, AWDGF II and
PricewaterhouseCoopers LLP as independent accountants of AMA for each Fund's
respective fiscal year ending in 2000; 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
December 31, 1999 as the record date for the determination of stockholders of
the Funds entitled to notice of, and to vote at, the Meeting or any
postponement or 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
February 17, 2000
- --------------------------------------------------------------------------------

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. Your vote is very important no matter how many
shares you own. Please mark and mail your proxy promptly in order to save the
Funds any additional cost of further proxy solicitation and in order for the
Meeting to be held as scheduled.
- --------------------------------------------------------------------------------
(R) This registered service mark used under license from the owner, Alliance
Capital Management L.P.
<PAGE>

PROXY STATEMENT

1345 Avenue of the Americas
New York, New York 10105

----------------

JOINT ANNUAL MEETING OF STOCKHOLDERS
MARCH 28, 2000

----------------

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 Managed Income Fund, Inc.
("ACM V"), ACM Municipal Securities Income Fund, Inc. ("ACM VII"), ACM Managed
Dollar Income Fund, Inc. ("ACM VIII"), Alliance World Dollar Government Fund,
Inc. ("AWDGF"), Alliance World Dollar Government Fund II, Inc. ("AWDGF II")
and Alliance All-Market Advantage Fund, Inc. ("AMA"), 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 Tuesday, March 28, 2000 at
3:00 p.m. The solicitation will be by mail and the cost for each Fund will be
borne by that Fund. The Notice of Meeting, Proxy Statement and Proxy Card are
being mailed to stockholders on or about February 17, 2000.

The Board of Directors of each Fund has fixed the close of business on
December 31, 1999 as the record date for the determination of stockholders
entitled to notice of, and to vote at, the Meeting and at any postponement or
adjournment thereof. The outstanding voting shares of the Funds as of December
31, 1999 consisted, respectively, of 58,697,659 shares of common stock of ACM
I, 78,226,348 shares of common stock of ACM II, 37,028,027 shares of common
stock of ACM III, 23,330,851 shares of common stock and 950 shares of
Remarketed Preferred Stock, Series A (the "ACM V Preferred Stock") of ACM V,
10,815,006 shares of common stock and 1,200 shares of each of Municipal Income
Preferred Shares, Series A, Series B and Series C (the "ACM VII Preferred
Stock") of ACM VII, 22,066,661 shares of common stock of ACM VIII, 8,522,579
shares of common stock of AWDGF, 77,850,368 shares of common stock of AWDGF II
and 3,572,754 shares of common stock of AMA, each share being entitled to one
vote.

1
<PAGE>

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 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. Ms. Block and Mr. White are standing for
re-election at the Meeting as their terms expire in the year 2000.

All properly executed and timely received proxies 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 three Directors of each
Fund, and with respect to ACM I, II, III, V, VII, VIII, AWDGF & AWDGF II for
the ratification of Ernst & Young LLP as the Funds' independent auditors, and
with respect to AMA for the ratification of PricewaterhouseCoopers LLP as the
Fund's independent accountants for each of their respective fiscal years
ending in 2000. 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.

Properly executed proxies may be returned with instructions to abstain from
voting or to withhold authority to vote (an "abstention") or represent a
broker "non-vote" (which is a proxy from a broker or nominee indicating that
the broker or nominee has not received instructions from the beneficial owner
or other person entitled to vote shares on a particular matter with respect to
which the broker or nominee does not have the discretionary power to vote).
The shares represented by such a proxy will be considered present for purposes
of determining the existence of a quorum for the transaction of business but,
not being cast, will have no effect on the outcome of the shareholder votes.
If any proposal, other than Proposals One and Two, properly comes before the
Meeting, shares represented by the proxies will be voted on all such proposals
in the discretion of the person or persons voting the proxies.

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. 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 the presence in
person or by proxy of the holders of a majority of the shares entitled to vote
at the Meeting. In the event that a quorum is not present at the Meeting for a
Fund or, even if a quorum is so present, in the event that sufficient votes in
favor of the positions recommended by the Board of Directors on any proposal
described in the Proxy Statement with respect to a Fund are not timely
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

2
<PAGE>

be adjourned with respect to fewer than all of the proposals in the 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
thereof. Shares represented by proxies indicating a vote contrary to the
position recommended by the Board of Directors on a proposal will be voted
against adjournment as to that proposal.

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 total
fee of $37,500 for its services, to be paid by each Fund as follows: ACM I--
$5,000, ACM II--$5,000, ACM III--$4,000, ACM V--$4,000, ACM VII--$3,500, ACM
VIII--$4,000, AWDGF--$3,500, AWDGF II--$5,000, and AMA--$3,500, plus
reimbursement of out-of-pocket expenses.

PROPOSAL ONE

ELECTION OF DIRECTORS

At the Meeting, three Directors of each Fund will be elected to serve for
terms of three years and until their successors are elected and qualify. 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 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 terms of the members in Class Three will expire as of
the Meeting, the terms of the members in Class One will expire as of the
annual meeting of stockholders to be held in 2001 and the terms of the members
in Class Two will expire as of the annual meeting of stockholders to be held
in 2002. Upon expiration of the terms of the members of a class as set forth
above, the terms of their successors in that class will continue until the
third annual meeting of stockholders following their election and until their
successors are duly elected and qualify. With respect to ACM I, ACM II, ACM
III, ACM V and ACM VII, John H. Dobkin, Clifford L. Michel and Donald J.
Robinson are currently the members constituting Class One; David H. Dievler,
William H. Foulk, Jr. and Dr. James M. Hester are currently the members
constituting Class Two; and John D. Carifa, Ruth Block and Robert C. White are
currently the members constituting Class Three. With respect to ACM VIII,
AWDGF, AWDGF II and AMA, David H. Dievler, Clifford L. Michel and Donald J.
Robinson are currently the members constituting Class One; John H. Dobkin,
William H. Foulk, Jr. and Dr. James M. Hester are currently the members
constituting Class Two; and Ruth Block, John D. Carifa and Robert C. White are
currently the members constituting Class Three.

Under this classified Board structure, only those Directors of each Fund in
a single class may be replaced in any one year. It would require two years to
change a majority of the Board of Directors of a Fund, although Maryland law
provides that stockholders may remove Directors under certain circumstances
even if they are not then standing for re-election and, under regulations of
the Securities and Exchange Commission (the "Commission") appropriate
stockholder proposals may be included in the Funds' annual proxy statement.
This classified Board structure, 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, three Directors in Class Three of each of the Funds, Mr.
John D. Carifa, Ms. Ruth Block and Mr. Robert C. White, are standing for re-
election. Each nominee has consented to serve as a

3
<PAGE>

Director. The Boards of Directors know of no reason why any of these nominees
will be unable to serve, but in the event any nominee is unable to serve or
for good cause will not serve, the proxies received indicating a vote in favor
of such nominee will be voted for such substitute nominee as the Boards of
Directors may recommend.

Certain information concerning each Fund's Directors, including the nominees
for election as Directors, is set forth below. With respect to each Fund, only
the Class Three Directors are standing for election as Directors.

<TABLE>
<CAPTION>
Number of shares
Name, positions and of the Funds'
offices with the Funds, 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 December 31, 1999
- ----------------------- ---------- ----------- -----------------
<S> <C> <C> <C>
* John D. Carifa, ACM I and II--1987 2003++ 2,000 ACM I
Chairman of the ACM III and V--1988 (Class Three) 1,000 AWDGF II
Board, 54. AWDGF--1992 1,673 AMA
President, Chief ACM VIII and
Operating Officer AWDGF II--1993
and a Director of ACM VII and AMA--1994
Alliance Capital
Management
Corporation, the
general partner
of the Adviser
("ACMC"), which
he has been
associated with
since prior to
1995.

**+ Ruth Block, ACM I and II--1987 2003++ 1,800 ACM III
Director, 69.
Formerly an ACM III and V--1988 (Class Three) 4,540 ACM V
Executive Vice AWDGF--1992 3,000 ACM VIII
President and ACM VIII and 3,000 AWDGF
Chief Insurance AWDGF II--1993 1,833 AMA
Officer of The ACM VII and AMA--1994
Equitable Life
Assurance Society
of the United
States. She is a
Director of
Ecolab
Incorporated
(specialty
chemicals) and BP
Amoco Corporation
(oil and gas).

**+ David H. Dievler, ACM I and II--1987 2001 200 ACM I
Director, 70. ACM III and V--1988 (Class One) 1,200 ACM II
Independent AWDGF--1992 ACM VIII and (ACM VIII, 1,000 ACM III
Consultant. AWDGF II--1993 AWDGF, AWDGF II
Formerly a Senior ACM VII and AMA--1994 and AMA) 1,000 AWDGF II
Vice President of 700 AMA
ACMC until 2002
December 1994. (Class Two)
(ACM I-III, V and VII)
</TABLE>
- --------
*"Interested person," as defined in the Investment Company Act of 1940, as
amended (the "Act"), of each of the Funds because of an 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 re-elected at the Meeting.

4
<PAGE>

<TABLE>
<CAPTION>
Number of shares
Name, positions and of the Funds'
offices with the Funds, 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 December 31, 1999
----------------------- ---------- ----------- ------------------
<S> <C> <C> <C>
**+ John H. Dobkin, AWDGF--1992 2001 377 AWDGF II
Director, 58. ACM VIII and (Class One) 610 AMA
President of AWDGF II--1993 (ACM I-III, V and VII)
Historic Hudson AMA--1994
Valley (historic ACM I-III, V and VII--1998 2002
preservation) since (Class Two)
prior to 1995. (ACM VIII,
Previously, he was AWDGF, AWDGF II
Director of the and AMA)
National Academy of
Design.

**+ William H. Foulk, AWDGF--1992 2002 500 ACM I
Jr., Director, 67. ACM VIII and (Class Two) 500 ACM II
Investment Adviser AWDGF II--1993 500 ACM III
and Independent AMA--1994 500 ACM V
Consultant. He was ACM I-III, V and VII--1998 400 ACM VII
formerly Senior 500 ACM VIII
Manager of Barrett 500 AWDGF
Associates, Inc., a 500 AWDGF II
registered 800 AMA
investment adviser,
with which he had
been associated
since prior to 1995.

**+ Dr. James M. Hester, ACM I and II--1987 2002 725 ACM I
Director, 75. ACM III and V--1988 (Class Two) 700 ACM II
President of The AWDGF--1992 700 ACM V
Harry Frank ACM VIII and 950 AWDGF
Guggenheim AWDGF II--1993 860 AMA
Foundation, with ACM VII and AMA--1994
which he has been
associated since
prior to 1994. 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 1,000 ACM I
Director, 60. Member ACM III and V--1988 (Class One) 1,000 ACM II
of the law firm of AWDGF--1992 1,000 ACM III
Cahill Gordon & ACM VIII and 1,000 ACM V
Reindel, with which AWDGF II--1993 1,000 ACM VII
he has been ACM VII and AMA--1994 1,000 ACM VIII
associated since 1,000 AWDGF
prior to 1995. He is 1,000 AWDGF II
President and Chief 1,500 AMA
Executive Officer of
Wenonah Development
Company
(investments) and a
Director of Placer
Dome, Inc. (mining).
</TABLE>
- --------
*"Interested person," as defined in the Act, of each of the Funds because
of an affiliation with each of the Funds' Adviser.
**Member of the Audit Committee.
+Member of the Nominating Committee.
++If re-elected at the Meeting.

5
<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 December 31, 1999
----------------------- ---------- ----------- -----------------
<S> <C> <C> <C>
**+ Donald J. Robinson, ACM I-III, VII and VIII 2001 2,150 ACM V
Director, 65. Senior AWDGF, AWDGF II and (Class One) 1,500 ACM VIII
Counsel of the law AMA--1996 3,731 AMA
firm of Orrick,
Herrington &
Sutcliffe since
January 1995. He was
formerly a senior
partner and a member
of the Executive
Committee of that
firm. He was also a
Trustee of the
Museum of the City
of New York from
1977-1995.

**+ Robert C. White, ACM I and II--1987 2003++ 700ACM I
Director, 79. ACM III and V--1988 (Class Three) 600 ACM II
Formerly Assistant AWDGF--1992 800 ACM III
Treasurer of Ford ACM VIII and 600 ACM V
Motor Company and, AWDGF II--1993 500 ACM VIII
until September 30, ACM VII and AMA--1994 500 AWDGF
1994, a Vice 500 AWDGF II
President and the 800 AMA
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.

The Adviser has instituted a policy applicable to all registered investment
companies to which the Adviser 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.

During their respective fiscal years ended in 1999, the Boards of Directors
of ACM VII met four times, ACM V met six times, ACM I, ACM II, ACM III, AWDGF,
and AWDGF II met seven times, ACM VIII met eight times, and AMA met nine 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, V,
VIII, AWDGF, AWDGF II and AMA met twice during each Fund's most recently
completed respective fiscal year. The Audit Committee of ACM VII met once
during the Fund's most recently completed fiscal year. The Nominating Committee
of each Fund did not meet during each Fund's respective fiscal year ended in
1999. Both the Audit Committees and the Nominating Committees are standing
committees of the Board. The Nominating Committees were constituted for the
purpose of reelecting and nominating persons to fill any vacancies on the Board
of Directors and do not currently consider for nomination candidates proposed
by stockholders for election as Directors.

A Fund does not pay any fees to, or reimburse expenses of, any Director
during a time when such Director is considered an "interested person" of the
Fund, as defined in the Act. The aggregate compensation paid by each Fund to
each of its Directors during its respective fiscal year ended in 1999,

6
<PAGE>

the aggregate compensation paid to each of the Directors during calendar year
1999 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.

<TABLE>
<CAPTION>
Total Number Total Number of
of Investment Investment Portfolios
Companies in the within the
Alliance Fund Alliance Fund
Aggregate Total Compensation Complex, Including Complex, Including
Compensation from the Alliance Fund the Funds, the Funds,
from Each Fund Complex, Including as to which the as to which the
During its Fiscal the Funds, During Director is a Director Director is a Director
Name of Director Year Ended in 1999 Calendar Year 1999 or a Trustee or a Trustee
- ---------------- ------------------ ---------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
John D. Carifa $0 $0 50 103
Ruth Block $3,957 ACM I $154,263 38 80
$3,957 ACM II
$3,707 ACM III
$3,844 ACM V
$3,595 ACM VII
$3,957 ACM VIII
$4,012 AWDGF
$3,356 AWDGF II
$3,457 AMA
David H. Dievler $3,830 ACM I $210,188 45 87
$3,830 ACM II
$4,205 ACM III
$3,867 ACM V
$3,717 ACM VII
$4,080 ACM VIII
$4,134 AWDGF
$3,356 AWDGF II
$4,580 AMA
John H. Dobkin $4,080 ACM I $206,488 42 84
$4,080 ACM II
$4,205 ACM III
$3,967 ACM V
$3,715 ACM VII
$4,080 ACM VIII
$4,134 AWDGF
$3,356 AWDGF II
$3,580 AMA
</TABLE>

7
<PAGE>

<TABLE>
<CAPTION>
Total Number Total Number of
of Investment Investment Portfolios
Companies in the within the
Alliance Fund Alliance Fund
Aggregate Total Compensation Complex, Including Complex, Including
Compensation from the Alliance Fund the Funds, the Funds,
from Each Fund Complex, Including as to which the as to which the
During its Fiscal the Funds, During Director is a Director Director is a Director
Name of Director Year Ended in 1999 Calendar Year 1999 or a Trustee or a Trustee
---------------- ------------------ ---------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
William H. Foulk, Jr. $4,080 ACM I $246,413 45 98
$4,080 ACM II
$4,205 ACM III
$3,967 ACM V
$3,717 ACM VII
$4,080 ACM VIII
$4,134 AWDGF
$3,356 AWDGF II
$5,080 AMA
Dr. James M. Hester $4,080 ACM I $164,138 39 81
$4,080 ACM II
$4,205 ACM III
$3,967 ACM V
$3,717 ACM VII
$4,080 ACM VIII
$4,134 AWDGF
$3,356 AWDGF II
$4,080 AMA
Clifford L. Michel $4,080 ACM I $183,388 39 83
$4,080 ACM II
$4,205 ACM III
$3,967 ACM V
$3,717 ACM VII
$4,080 ACM VIII
$4,134 AWDGF
$3,356 AWDGF II
$3,580 AMA
Donald J. Robinson $3,347 ACM I $140,813 41 92
$3,347 ACM II
$3,472 ACM III
$2,833 ACM V
$2,984 ACM VII
$3,347 ACM VIII
$3,401 AWDGF
$2,490 AWDGF II
$2,847 AMA
</TABLE>

8
<PAGE>

As of December 31, 1999, each of the Directors of each Fund owned less than
1% of the shares of such Fund and the Directors and officers of each Fund as a
group owned less than 1% of the shares of each 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 of any of its parents or
subsidiaries in an amount exceeding 1% of the relevant class of securities.

THE BOARDS OF DIRECTORS RECOMMEND THAT THE STOCKHOLDERS OF EACH FUND VOTE
"FOR" THE ELECTION OF THE FOREGOING NOMINEES TO SERVE AS DIRECTORS OF THEIR
FUND.

PROPOSAL TWO

RATIFICATION OF SELECTION OF
INDEPENDENT AUDITORS AND INDEPENDENT ACCOUNTANTS

The Boards of Directors of ACM I, ACM II, ACM III, ACM V, ACM VII, ACM VIII,
AWDGF and AWDGF II recommend that the stockholders of each Fund ratify the
selection of Ernst & Young LLP, independent auditors, to audit the accounts of
each such Fund for the fiscal year ending March 31, 2000 (AWDGF II), August
31, 2000 (ACM V), September 30, 2000 (ACM VIII), October 31, 2000 (ACM VII and
AWDGF), and December 31, 2000 (ACM I, II and III). In addition, the Board of
Directors of AMA recommends that the stockholders of the Fund ratify the
selection of PricewaterhouseCoopers LLP, independent accountants, to audit the
accounts of the Fund for the fiscal year ending September 30, 2000. The
selection of both Ernst & Young LLP and PricewaterhouseCoopers LLP 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 July 14, 1999 (ACM V,
ACM VIII, and AMA), September 25, 1999 (ACM I, ACM II, ACM III, ACM VII, and
AWDGF) and January 19, 2000 (AWDGF 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 ACM I,
II, III, VII, VIII, AWDGF and AWDGF II 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. PricewaterhouseCoopers LLP has audited

9
<PAGE>

the accounts of AMA since the Fund's commencement of operations and does not
have any direct financial interest or any material indirect financial interest
in the Fund.

Representatives of Ernst & Young LLP and PricewaterhouseCoopers LLP are
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 normally meets twice during
each full fiscal year with representatives of the independent auditors to
discuss the scope of the independent auditor's engagement and to review the
financial statements of such Fund and the results of their examination
thereof.

THE BOARDS OF DIRECTORS OF ACM I, ACM II, ACM III, ACM V, ACM VII, ACM VIII,
AWDGF AND AWDGF II RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR" THE RATIFICATION
OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS OF THEIR FUND.
THE BOARD OF DIRECTORS OF AMA RECOMMENDS THAT THE STOCKHOLDERS OF THE FUND
VOTE "FOR" THE RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT ACCOUNTANTS OF THE FUND.

OTHER MATTERS

Management of each Fund does not know of any matters properly 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 the best discretion of the
person or persons voting the proxies.

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 Commission and the New York
Stock Exchange initial reports of ownership and reports of changes in
ownership of shares of the Funds. During the fiscal year ended 1999 for ACM
III, an initial report of beneficial ownership of securities on Form 3 was
inadvertently filed late by Alliance on behalf of Michael Mon, a Vice-
President of ACM III. The report did not relate to any transactions. During
the fiscal year ended 1999 for AMA, a statement of changes in beneficial
ownership of securities on Form 4 was inadvertently filed late by Alliance on
behalf of Ms. Ruth Block, a director of AMA. The report related to a purchase
of shares of AMA.

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 October 17,
2000 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 requirements under the federal securities
laws and the Maryland General Corporation Law and must be submitted in
accordance with each Fund's By-laws.

10
<PAGE>

The persons named as proxies for the 2001 Annual Meeting of Stockholders
will with respect to the proxies in effect at the meeting have discretionary
authority to vote on any matter presented by a stockholder for action at that
meeting unless the Fund receives notice of the matter by December 10, 1999,
(or such earlier date as may be specified by an advance notice provision in
the Fund's By-laws). If a Fund receives such timely notice, these persons will
not have this authority except as provided in the applicable rules of the
Commission.

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 AFS at (800) 227-
4618 or write Christina Santiago 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

February 17, 2000
New York, New York

11
<PAGE>

<TABLE>
<CAPTION>
TABLE OF CONTENTS Page
- -------------------------------------------------------------------------------
<S> <C>
Introduction.............................................................. 1
Proposal One: Election of Directors....................................... 3
Proposal Two: Ratification of Selection of Independent Auditors and
Independent Accountants.................................................. 9
Other Matters............................................................. 10
Submission of Proposals for the Next Annual Meeting of Stockholders....... 10
Reports to Stockholders................................................... 11
</TABLE>

ACM-PS-99 ACM Joint Proxy Statement

ACM Government Income Fund, Inc.

ACM Government Securities Fund, Inc.

ACM Government Spectrum Fund, Inc.

ACM Managed Income Fund, Inc.

ACM Municipal Securities Income Fund, Inc.

ACM Managed Dollar Income Fund, Inc.

Alliance World Dollar Government Fund, Inc.

Alliance World Dollar Government Fund II, Inc.

Alliance All-Market Advantage Fund, Inc.

- -------------------------------------------------------------------------------
(LOGO OF ALLIANCE CAPITAL APPEARS HERE)
Alliance Capital Management L.P.
- -------------------------------------------------------------------------------
NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT MARCH 28,
2000

<PAGE>

PROXY ACM WORLD DOLLAR GOVERNMENT FUND II, INC. PROXY

PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON MARCH 28, 2000

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS OF THE CORPORATION

The undersigned stockholder of Alliance World Dollar Government
Fund II, Inc., a Maryland corporation (the "Corporation"), hereby
instructs each of Carol H. Rappa and Christina Santiago, or
either of them, as proxies for the undersigned, each with full
power of substitution, to attend the Annual Meeting of
Stockholders of the Corporation to be held at 3:00 p.m., Eastern
Time, on March 28, 2000 at the offices of the Corporation, 1345
Avenue of the Americas, 33rd Floor, New York, New York 10105, and
any postponement or adjournment thereof, to cast on behalf of the
undersigned all votes that the undersigned is entitled to cast at
the Annual Meeting and otherwise to represent the undersigned
with all powers possessed by the undersigned if personally
present at such Annual Meeting. The undersigned hereby
acknowledges receipt of the Notice of Meeting and accompanying
Proxy Statement.

IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST
BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE
REVERSE SIDE HEREOF. IF NO DIRECTION IS MADE AS REGARDS A
PARTICULAR PROPOSAL OR OTHER MATTERS, SUCH VOTES ENTITLED TO BE
CAST BY THE UNDERSIGNED WILL BE CAST "FOR" THE ELECTION OF THE
NOMINEES REFERRED TO IN PROPOSAL ONE AS DIRECTORS, "FOR" THE
RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE
INDEPENDENT AUDITORS FOR THE CORPORATION (PROPOSAL TWO), "FOR"
ANY POSTPONEMENT OR ADJOURNMENT OF THE MEETING WITH RESPECT TO
ANY PROPOSAL DESCRIBED IN THE PROXY STATEMENT IN THE EVENT THAT
SUFFICIENT VOTES IN FAVOR OF THE POSITION ON SUCH PROPOSAL
RECOMMENDED BY THE BOARD OF DIRECTORS ARE NOT TIMELY RECEIVED,
AND IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS
THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY
ADJOURNMENT OR POSTPONEMENT THEREOF.

<PAGE>

Please refer to the Proxy Statement for
a discussion of each of the Proposals.

PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF
AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.

NOTE: 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, the 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>

ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC.

Mark box at right if an address change
or comment has been noted on the
reverse side of this card. / /

Your Board of Directors urges you
to vote "FOR" the election of all
Nominees and "FOR" Proposal Two.

Please mark votes as in this example: /X/
1. Election of Directors FOR ALL FOR ALL
NOMINEES WITHHOLD EXCEPT
/ / / / / /
Class Three Directors
(terms expire 2003):

John D. Carifa NOTE: If you do not wish your shares
Ruth Block voted "FOR" any particular Nominee, mark
Robert C. White the "For All Except" box and strike a
line through the name(s) of the
Nominee(s). Your shares will be voted
for the remaining Nominees(s).

CONTROL NUMBER:

2. Ratification of the selection of FOR AGAINST ABSTAIN
Ernst & Young LLP as the / / / / / /
independent auditors for the
Corporation for the fiscal year
ending March 31, 2000.

3. In their discretion upon any
other matters that may properly
come before the Annual Meeting
or any postponement or
adjournment thereof, as describe
in the Proxy Statement.

Please be sure to sign and date this
Proxy.

______________________________________
Stockholder sign here

______________________________________
Co-owner sign here

Dated _______________, 2000

<PAGE>

RECORD DATE SHARES:

4
00250209.AE9