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.
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(Name of Registrant as Specified In Its Charter)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
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previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(4) Date Filed:
[LOGO]
ALLIANCEBERNSTEIN
Investments
ACM INCOME FUND, INC.
ACM GOVERNMENT OPPORTUNITY 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.
ALLIANCE CALIFORNIA MUNICIPAL INCOME FUND, INC.
ALLIANCE NATIONAL MUNICIPAL INCOME FUND, INC.
ALLIANCE NEW YORK MUNICIPAL INCOME FUND, INC.
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1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
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NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS
MARCH 29, 2006
To the Stockholders of ACM Income Fund, Inc. ("ACM I"), ACM Government
Opportunity Fund, Inc. ("ACM IV"), 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"), Alliance
All-Market Advantage Fund, Inc. ("AMA"), Alliance California Municipal Income
Fund, Inc. ("ACMIF"), Alliance National Municipal Income Fund, Inc. ("ANMIF")
and Alliance New York Municipal Income Fund, Inc. ("ANYMIF"):
Notice is hereby given that a Joint Annual Meeting of Stockholders (the
"Meeting") of ACM I, ACM IV, ACM V, ACM VII, ACM VIII, AWDGF, AWDGF II, AMA,
ACMIF, ANMIF and ANYMIF, each of which is a Maryland corporation (individually,
a "Fund" and collectively, the "Funds"), will be held at the offices of the
Funds, 1345 Avenue of the Americas, 41st Floor, New York, New York 10105, on
March 29, 2006 at 11:00 a.m. Eastern Time, for the following purposes, all of
which are more fully described in the accompanying Proxy Statement dated
February 27, 2006:
1. To elect three or five Directors of each Fund as the case may be, each
such Director to hold office for a term of either one, two or three
years, as provided herein, and until his successor is duly elected and
qualifies; and
2. 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
January 27, 2006 as the record date for the determination of stockholders
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,
Emilie D. Wrapp
Secretary
New York, New York
February 27, 2006
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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.
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PROXY STATEMENT
ACM INCOME FUND, INC.
ACM GOVERNMENT OPPORTUNITY 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.
ALLIANCE CALIFORNIA MUNICIPAL INCOME FUND, INC.
ALLIANCE NATIONAL MUNICIPAL INCOME FUND, INC.
ALLIANCE NEW YORK MUNICIPAL INCOME FUND, INC.
1345 Avenue of the Americas
New York, New York 10105
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JOINT ANNUAL MEETING OF STOCKHOLDERS
March 29, 2006
-----------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the respective Boards of Directors of ACM Income Fund,
Inc. ("ACM I"), ACM Government Opportunity Fund, Inc. ("ACM IV"), 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"), Alliance All-Market Advantage Fund, Inc. ("AMA"), Alliance
California Municipal Income Fund, Inc. ("ACMIF"), Alliance National Municipal
Income Fund, Inc. ("ANMIF") and Alliance New York Municipal Income Fund, Inc.
("ANYMIF"), 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, 41st Floor, New York, New York 10105, on
March 29, 2006 at 11:00 a.m. Eastern Time. 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 27, 2006.
1
The Board of Directors of each Fund has fixed the close of business on
January 27, 2006 as the record date for the determination of stockholders
entitled to notice of, and to vote at, the Meeting and any postponement or
adjournment thereof. The outstanding voting shares of the Funds as of
January 27, 2006 consisted of 229,231,874 shares of common stock of ACM I,
12,903,932 shares of common stock of ACM IV, 25,300,262 shares of common stock
and 900 shares of Remarketed Preferred Stock, Series A of ACM V, 11,145,261
shares of common stock and 1,200 shares of each of Auction Preferred Shares,
Series A, Series B and Series C of ACM VII, 21,572,318 shares of common stock
of ACM VIII, 8,897,498 shares of common stock of AWDGF, 67,648,715 shares of
common stock of AWDGF II, 3,682,953 shares of common stock of AMA, 8,522,867
shares of common stock and 1,620 shares of each of Auction Preferred Shares,
Series M and Series T of ACMIF, 20,479,498 shares of common stock and 1,950
shares of each of Auction Preferred Shares, Series M, Series T, Series W and
Series Th of ANMIF and 4,826,667 shares of common stock and 900 shares of each
of Auction Preferred Shares, Series M and Series T of ANYMIF, each share being
entitled to one vote.
At the Meeting, the holders of the preferred stock of ACM V and the holders
of each series of preferred stock of ACM VII, ACMIF, ANMIF and ANYMIF
("Preferred Stockholders") will have equal voting rights with the holders of
the common stock of ACM V, ACM VII, ACMIF, ANMIF and ANYMIF (i.e., one vote per
share), respectively, and will vote together with the holders of ACM V, ACM
VII, ACMIF, ANMIF and ANYMIF common stock, respectively, as a single class on
proposals that may be properly presented at the Meeting applicable to their
respective Funds as described below. The Preferred Stockholders of each of
these Funds, voting separately as a class, have the right to elect two
Directors of their Fund ("Preferred Stock Directors"). At the Meeting, John H.
Dobkin and Michael J. Downey will stand for election by the Preferred
Stockholders of each Fund as their respective Preferred Stock Directors.
All properly executed and timely received proxies will be voted at the
Meeting in accordance with the instructions marked thereon or as otherwise
provided therein. Accordingly, unless instructions to the contrary are marked,
proxies from the holders of the common stock will be voted for the election of
three Directors of each Fund and proxies from Preferred Stockholders will be
voted for the election of five Directors of each of ACM V, ACM VII, ACMIF,
ANMIF and ANYMIF. 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 and
delivering to the Secretary another proxy of a later date or by voting in
person at the Meeting.
Properly executed proxies may be returned with instructions to abstain from
voting or to withhold authority to vote (an "abstention"). The shares
represented by abstentions will be considered present for purposes of
determining the existence of a quorum for the transaction of business. However,
with respect to Proposal One,
2
which is a matter to be determined by a plurality of the votes cast,
abstentions, not being votes cast, will not have any effect on the election of
Directors. If any proposal, other than Proposal One, properly comes before the
Meeting, shares represented by proxies will be voted on all such proposals in
the discretion of the person or persons holding the proxies.
The Meeting is scheduled as a joint meeting of the stockholders of the Funds
because the stockholders of all the Funds are to consider and vote on the
election of Directors. Stockholders of each Fund will vote separately on the
election of Directors for that Fund and on any other matter that may properly
come before the meeting for a Fund. An unfavorable vote by the stockholders of
one Fund will not affect the vote on the election of Directors or any other
matter by the stockholders of another 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 total outstanding shares
of common stock, and preferred stock, if any, of the particular Fund. 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 the 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. Shares
represented by proxies indicating a vote contrary to the position recommended
by the Board of Directors on any proposal as to which the Meeting is proposed
to be adjourned will be voted against adjournment of the Meeting.
Each Fund has engaged Georgeson Shareholder, 219 Murray Hill Parkway, East
Rutherford, NJ 07073, to assist in soliciting proxies for the Meeting.
Georgeson Shareholder will receive a total fee of $8,250 for its services, to
be paid by the Funds as follows: ACM I--$750, ACM IV--$750, ACM V--$750, ACM
VII--$750, ACM VIII--$750, AWDGF--$750, AWDGF II--$750, AMA--$750, ACMIF--$750,
ANMIF--$750 and ANYMIF--$750, plus reimbursement of out-of-pocket expenses.
3
PROPOSAL ONE
ELECTION OF DIRECTORS
At the Meeting, two Directors of each Fund will be elected to serve for
terms of three years and, in each case, until his successor is elected and
qualifies. In addition, for each Fund, one Director will be elected to serve
for a term of two years. For each of ACM V, ACM VII, ACMIF, ANMIF and ANYMIF,
two Preferred Stock Directors, representing the Preferred Stockholders of these
Funds, will be elected. The affirmative vote of a plurality of the votes cast
by the stockholders of a Fund 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 each of the nominees.
Pursuant to the Funds' respective Charters and Bylaws, the Board of
Directors of each Fund has been divided into three classes. With respect to all
of the Funds, the terms of Class Three Directors will expire as of the Meeting,
the terms of Class One Directors will expire as of the annual meeting of
stockholders to be held in 2007 and the terms of Class Two Directors will
expire as of the annual meeting of stockholders to be held in 2008. Upon
expiration of the terms of the Directors of each class as set forth above, the
terms of their successors in that class will continue until the end of their
terms and until their successors are duly elected and qualify.
Under this classified Board structure, only those Directors in a single
class are required to be elected at the annual meeting of stockholders. It
would require two years of annual meeting elections 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. This classified Board structure, which may be
regarded as an "anti-takeover" provision, may make it more difficult for a
Fund's stockholders to change the majority of Directors of the Fund and, thus,
have the effect of maintaining the continuity of management.
As of December 31, 2005, Dr. James M. Hester, who had been a Class Two
Director of each of the Funds, resigned as Director of each of the Funds. Ruth
Block, a Class Three Director of each of the Funds, will not be standing for
re-election at the Meeting. Effective December 15, 2005, the Board of Directors
of each Fund elected D. James Guzy in Class Two and Marshall C. Turner, Jr. in
Class Three of each Fund. Mr. Guzy, as a new Class Two Director, will stand for
election at the Meeting. Mr. Turner must stand for election at the Meeting for
each of the Funds since the term of Class Three Directors expires as of the
Meeting.
At the Meeting, two Directors, Marc O. Mayer and Marshall C. Turner, Jr. are
standing for election in Class Three of each of the Funds; D. James Guzy is
standing for election in Class Two of each Fund; and John H. Dobkin and Michael
J. Downey are standing for election by the Preferred Stockholders of each of
ACM V, ACM VII, ACMIF, ANMIF and ANYMIF. Each nominee has consented to serve
4
as a Director. The Boards of Directors know of no reason why any of the
nominees for the Boards of Directors 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 nominees as the Boards of Directors may recommend.
Certain information concerning the Funds' Directors is set forth below.
Number of
Portfolios
in
Year Alliance-
Term Bernstein
as a Fund Other
Director Complex Directorships
Name, Address and Will Years of Principal Occupation(s) Overseen Held by
Date of Birth Expire Service* During Past 5 Years by Director Director
----------------- -------- -------- ---------------------------- ----------- -------------
DISINTERESTED
DIRECTORS
David H. Dievler,#, Class ACM I: Independent Consultant. 107 None
P.O. Box 167, One 19 Until December 1994 he
Spring Lake, NJ (ACM ACM IV, was Senior Vice President
07762 VIII, V: 18 of AllianceBernstein
10/23/1929 AWDGF, AWDGF: Corporation ("AB Corp.")
AWDGF 14 responsible for mutual fund
II and ACM administration. Prior to
AMA VIII, joining AB Corp. in 1984,
2007) AWDGF he was Chief Financial
II: 13 Officer of Eberstadt Asset
Class ACM VII, Management since 1968.
Two AMA: 12 Prior to that, he was Senior
(ACM I, ACMIF, Manager at Price
IV, V ANMIF Waterhouse & Co. Member
and VII, and of the American Institute of
ACMIF, ANYMIF: Certified Public
ANMIF 4 Accountants since 1953.
and
ANYMIF
2008)
--------
* "Years of Service" refers to the total number of years served as a Director.
# Member of the Audit Committee, the Governance and Nominating Committee, and
the Independent Directors Committee of each Fund.
5
Number of
Portfolios
in
Year Alliance-
Term Bernstein
as a Fund Other
Director Complex Directorships
Name, Address and Will Years of Principal Occupation(s) Overseen Held by
Date of Birth Expire Service* During Past 5 Years by Director Director
----------------- -------- --------- -------------------------- ----------- -------------
John H. Dobkin,#, Class ACM I: Consultant. Formerly 106 Municipal Art
P.O. Box 12, One 19 President of Save Venice, Society (New
Annandale, NY (ACM I, AWDGF: Inc. (preservation York City)
12504 IV, V 14 organization) from 2001-
2/19/1942 and VII, ACM 2002, Senior Adviser from
ACMIF, VIII, June 1999-June 2000 and
ANMIF AWDGF: President of Historic
and II: 13 Hudson Valley (historic
ANYMIF AMA: 10 preservation) from
2007)** ACM IV, December 1989 - May
V, VII: 8 1999. Previously, Director
Class ACMIF, of the National Academy of
Two ANMIF Design and during 1988-
(ACM and 1992. Director and
VIII, ANYMIF: Chairman of the Audit
AWDGF, 4 Committee of AB Corp.
AWDGF
II and
AMA
2008)
Michael J. Downey,#, Class Each Consultant since January 106 Asia Pacific
c/o AllianceBernstein One Fund: 1 2004. Formerly managing Fund, Inc.;
L.P. (2007)** partner of Lexington The Merger
Attn: Philip L. Kirstein Capital, LLC (investment Fund
1345 Avenue of the advisory firm) from
Americas December 1997 until
New York, NY December 2003. Prior
10105 thereto, Chairman and CEO
1/26/1944 of Prudential Mutual Fund
Management from 1987 to
1993.
--------
* "Years of Service" refers to the total number of years served as a Director.
# Member of the Audit Committee, the Governance and Nominating Committee, and
the Independent Directors Committee of each Fund.
** With respect to representing the Preferred Stockholders of ACM V, ACM VII,
ACMIF, ANMIF and ANYMIF, if elected as a Preferred Stock Director at the
Meeting.
6
Number of
Portfolios
in
Year Alliance-
Term Bernstein
as a Fund Other
Director Complex Directorships
Name, Address and Will Years of Principal Occupation(s) Overseen Held by
Date of Birth Expire Service* During Past 5 Years by Director Director
----------------- -------- -------- --------------------------- ----------- -------------
Chairman of the Board
William H. Foulk, Class AWDGF: Investment Adviser and 108 None
Jr.,#,+, Two 14 Independent Consultant. He
2 Sound View Drive (2008) ACM was formerly Senior
Suite 100 VIII, Manager of Barrett
Greenwich, CT AWDGF Associates, Inc., a
06830 II: 13 registered investment
9/7/1932 AMA: 12 adviser, with which he had
ACM I, been associated since prior
IV, V, to 2001. He was formerly
VII: 8 Deputy Comptroller and
ACMIF, Chief Investment Officer of
ANMIF the State of New York and,
and prior thereto, Chief
ANYMIF: Investment Officer of the
4 New York Bank for
Savings.
--------
* "Years of Service" refers to the total number of years served as a Director.
# Member of the Audit Committee, the Governance and Nominating Committee, and
the Independent Directors Committee of each Fund.
+ Member of the Fair Value Pricing Committee of each Fund.
7
Number of
Portfolios
in
Year Alliance-
Term Bernstein
as a Fund Other
Director Complex Directorships
Name, Address and Will Years of Principal Occupation(s) Overseen Held by
Date of Birth Expire Service* During Past 5 Years by Director Director
----------------- -------- -------- --------------------------- ----------- -------------
D. James Guzy,#, Class Each Chairman of the Board of 106 Intel
P.O. Box 128 Two Fund: PLX Technology (semi- Corporation
Glenbrook, NV (2008) 3 conductors) and of SRC (semi-
89413 months Computers Inc., with which conductors);
3/7/1936 he has been associated Cirrus Logic
since prior to 2001. He is Corporation
also President of the Arbor (semi-
Company (private family conductors);
investments). Novellus
Corporation
(semi-
conductor
equipment);
Micro
Component
Technology
(semi
conductor
equipment);
The Davis
Selected
Advisers
Group of
Mutual
Funds; and
Logic Vision
--------
* "Years of Service" refers to the total number of years served as a Director.
# Member of the Audit Committee, the Governance and Nominating Committee, and
the Independent Directors Committee of each Fund.
8
Number of
Portfolios
in
Year Alliance-
Term Bernstein
as a Fund Other
Director Complex Directorships
Name, Address and Will Years of Principal Occupation(s) Overseen Held by
Date of Birth Expire Service* During Past 5 Years by Director Director
----------------- -------- -------- ----------------------------- ----------- -------------
Marshall C. Turner, Class Each CEO, Toppan Photomasks, 106 Toppan
Jr.,#, Three Fund: Inc., (semi-conductor Photomasks,
220 Montgomery Street (2009)## 3 manufacturing services), Inc.; The
Penthouse 10 months Austin, Texas, 2003 - George Lucas
San Francisco, CA present, and President since Educational
94104-3402 company acquired in 2005, Foundation;
10/10/1941 and name changed from and Chairman
Dupont Photomasks. Prior of the Board
to the company's sale in of the
2005, he was Chairman and Smithsonian's
CEO. He has also been National
Principal of Turner Venture Museum of
Associates since 1993. Natural
History
INTERESTED
DIRECTOR***
Marc O. Mayer, Class Each Executive Vice President of 106 SCB Partners
1345 Avenue of the Three Fund: 2 AllianceBernstein L.P. Inc.; SCB,
Americas, (2009)## ("AllianceBernstein") since Inc.
New York, NY 2001 and Executive
10105 Managing Director of
10/2/1957 AllianceBernstein
Investments, Inc. ("ABI")
since 2003; prior thereto, he
was head of
AllianceBernstein
Institutional Investments, a
unit of AllianceBernstein
from 2001-2003. Prior
thereto, Chief Executive
Officer of Sanford C.
Bernstein & Co., LLC
(institutional research and
brokerage arm of Bernstein
& Co. LLC ("SCB &
Co.")), and its predecessor
since prior to 2001.
--------
* "Years of Service" refers to the total number of years served as a Director.
# Member of the Audit Committee, the Government and Nominating Committee, and
the Independent Directors Committee of each Fund.
## If elected, at the Meeting.
***Mr. Mayer is an "interested person", as defined in Section 2(a)(19) of the
Investment Company Act of 1940, as amended (the "1940 Act"), of each Fund
due to his position as Executive Vice President of AllianceBernstein.
9
The dollar range of the Funds' securities owned by each Director and the
aggregate dollar range of securities owned in the AllianceBernstein Fund
Complex are set forth below.
Aggregate Dollar
Range of Equity
Securities in the
Funds in the
AllianceBernstein
Dollar Range of Equity Securities in Fund Complex as of
the Funds as of January 27, 2006 January 27, 2006
------------------------------------------------------ ------------------
David H. Dievler ACM I: $10,001-$50,000 over $100,000
ACM IV: $1-$10,000
AWDGF II: $10,001-$50,000
AMA: $10,001-$50,000
John H. Dobkin AWDGF II: $1-$10,000 over $100,000
AMA: $10,001-$50,000
Michael J. Downey ACM I: $50,001-$100,000 over $100,000
ACM V: $10,001-$50,000
William H. Foulk, Jr. ACM I: $10,001-$50,000 over $100,000
ACM IV: $1-$10,000
ACM V: $1-$10,000
ACM VII: $1-$10,000
ACM VIII: $1-$10,000
AWDGF: $1-$10,000
AWDGF II: $1-$10,000
AMA: $10,001-$50,000
D. James Guzy None $0 $50,001-$100,000
Marshall C. Turner, Jr. ACM I: $10,001-$50,000 over $100,000
Marc O. Mayer None $0 over $100,000
As of January 27, 2006, the Directors and officers of each Fund, both
individually and as a group owned less than 1% of the shares of any Fund.
During each Fund's most recently completed fiscal year, the Fund's Directors as
a group did not engage in the purchase or sale of more than 1% of any class of
securities of the Adviser or of any of its parents or subsidiaries.
During the Fund's fiscal year ended in 2005, the Board of ACM I met 10
times; of ACM IV, 9 times; of ACM V, 9 times; of ACM VII, 11 times; of ACM
VIII, 9 times; of AWDGF, 11 times; of AWDGF II, 10 times; of AMA, 9 times; of
ACMIF, 11 times; of ANMIF, 11 times; and of ANYMIF, 11 times. The Funds do not
have a policy that requires a Director to attend annual meetings of
stockholders.
10
Each Fund's Board has four standing committees: an Audit Committee, a
Governance and Nominating Committee, an Independent Directors Committee, and a
Fair Value Pricing Committee. The members of the Committees are identified
above in the table listing the Directors. The function of the Audit Committee
of each Fund is to assist the Board in its oversight of a Fund's financial
reporting process. The members of the Audit Committee are "independent" as
required by applicable listing standards of the New York Stock Exchange. During
the Fund's fiscal year ended in 2005, the Audit Committee of each of the Funds
met 3 times. During the Fund's fiscal year ended in 2005, the Governance and
Nominating Committee of ACM I met 7 times; of ACM IV, 6 times; of ACM V, 8
times; of ACM VII, 8 times; of ACM VIII, 8 times; of AWDGF, 8 times; of AWDGF
II, 3 times; of AMA, 8 times; of ACMIF, 8 times; of ANMIF, 8 times; and of
ANYMIF, 8 times.
Each Fund's Board of Directors has adopted a charter for its Governance and
Nominating Committee, a copy of which may be found on the Adviser's website,
http://www.alliancebernstein.com (click on Investor Solutions/Mutual
Funds/Closed-End). Pursuant to the charter of the Governance and Nominating
Committee, the Governance and Nominating Committee assists each Board in
carrying out its responsibilities with respect to governance of a Fund and
identifies, evaluates and selects and nominates candidates for that Board. The
Committee also may set standards or qualifications for Directors. The Committee
may consider candidates as Directors submitted by a Fund's current Board
members, officers, investment adviser, stockholders and other appropriate
sources.
The Governance and Nominating Committee will consider candidates submitted
by a stockholder or group of stockholders who have owned at least 5% of the
Fund's outstanding common stock for at least two years at the time of
submission and who timely provide specified information about the candidates
and the nominating stockholder or group. To be timely for consideration by the
Committee, the submission, including all required information, must be
submitted in writing to the attention of the Secretary at the principal
executive offices of a Fund not less than 120 days before the date of the proxy
statement for the previous year's annual meeting of stockholders. The Committee
will consider only one candidate submitted by such a stockholder or group for
nomination for election at an annual meeting of stockholders. The Committee
will not consider self-nominated candidates.
The Governance and Nominating Committee will consider and evaluate
candidates submitted by stockholders on the basis of the same criteria as those
used to consider and evaluate candidates submitted from other sources. These
criteria include the candidate's relevant knowledge, experience, and expertise,
the candidate's ability to carry out his or her duties in the best interests of
the Fund and the candidate's ability to qualify as a disinterested Director.
11
The function of each Fund's Fair Value Pricing Committee is to consider, in
advance if possible, any fair valuation decision of the Adviser's Valuation
Committee relating to a security held by a Fund made under unique or highly
unusual circumstances not previously addressed by the Valuation Committee that
would result in a change in the Fund's net asset value ("NAV") by more than
$0.01 per share. The Fair Value Pricing Committee met once for ACM V, once for
ACM VII and once for ANYMIF during any Fund's most recently completed fiscal
year.
The function of each Fund's Independent Directors Committee is to consider
and take action on matters that the Board or Committee believes should be
addressed in executive session of the disinterested Directors, such as review
and approval of the Advisory and Stockholder Inquiry Agency Agreements. During
the Fund's fiscal year ended in 2005, the Independent Directors Committee of
ACM I met 11 times; of ACM IV, 6 times; of ACM V, 6 times; of ACM VII, 8 times;
of ACM VIII, 7 times; of AWDGF, 8 times; of AWDGF II, 2 times; of AMA, 7 times;
of ACMIF, 8 times; of ANMIF 8 times; and of ANYMIF, 8 times.
Each Board has adopted a process for stockholders to send communications to
the Board of their Fund. To communicate with a Board or an individual Director
of a Fund, a stockholder must send a written communication to that Fund's
principal office at the address listed in the Notice of Joint Annual Meeting of
Stockholders accompanying this Proxy Statement, addressed to the Board of that
Fund or the individual Director. All stockholder communications received in
accordance with this process will be forwarded to the Board or the individual
Director to whom or to which the communication is addressed.
12
None of the Funds pays any fees to, or reimburses expenses of, any Director
during a time when the Director is considered an "interested person" of the
Fund. The aggregate compensation paid by the Funds to the Directors during the
Funds' respective fiscal years ended in 2005, the aggregate compensation paid
to the Directors during calendar year 2005 by all of the investment companies
in the AllianceBernstein Fund Complex, and the total number of investment
companies in the AllianceBernstein Fund Complex as to which the Directors are a
director or trustee and the number of investment portfolios as to which the
Directors are directors or trustees, are set forth below. Neither the Funds nor
any other investment company in the AllianceBernstein Fund Complex provides
compensation in the form of pension or retirement benefits to any of its
directors or trustees.
Number of
Number of Investment
Investment Portfolios
Companies in the within the
AllianceBernstein AllianceBernstein
Compensation Fund Complex, Fund Complex,
from the including the including the
Compensation AllianceBernstein Funds, as to Funds, as to
from the Fund Complex, which the which the
Funds during including the Director is a Director is a
their Fiscal Years Funds, during Director or Director or
Name of Director ended in 2005 2005 Trustee Trustee
---------------- ------------------ ----------------- ----------------- -----------------
David H. Dievler $4,724 ACM I $268,370.75 41 107
$4,631 ACM IV
$5,989 ACM V
$5,113 ACM VII
$5,501 ACM VIII
$4,863 AWDGF
$4,201 AWDGF II
$5,501 AMA
$4,863 ACMIF
$4,863 ANMIF
$5,113 ANYMIF
John H. Dobkin $5,365 ACM I $261,286.25 40 106
$4,805 ACM IV
$5,699 ACM V
$5,126 ACM VII
$5,760 ACM VIII
$5,126 AWDGF
$4,396 AWDGF II
$5,860 AMA
$5,126 ACMIF
$5,126 ANMIF
$5,126 ANYMIF
13
Number of
Number of Investment
Investment Portfolios
Companies in the within the
AllianceBernstein AllianceBernstein
Compensation Fund Complex, Fund Complex,
from the including the including the
Compensation AllianceBernstein Funds, as to Funds, as to
from the Fund Complex, which the which the
Funds during including the Director is a Director is a
their Fiscal Years Funds, during Director or Director or
Name of Director ended in 2005 2005 Trustee Trustee
---------------- ------------------ ----------------- ----------------- -----------------
Michael J. Downey $4,797 ACM I $239,916.00 40 106
$2,228 ACM IV
$2,570 ACM V
$3,329 ACM VII
$3,194 ACM VIII
$3,329 AWDGF
$ 924 AWDGF II
$3,194 AMA
$3,329 ACMIF
$3,329 ANMIF
$3,329 ANYMIF
William H. Foulk, Jr. $8,113 ACM I $486,995.25 42 108
$7,464 ACM IV
$9,716 ACM V
$8,551 ACM VII
$9,228 ACM VIII
$8,301 AWDGF
$6,835 AWDGF II
$9,228 AMA
$8,301 ACMIF
$8,301 ANMIF
$8,551 ANYMIF
D. James Guzy* $ 0 $32,000.00 40 106
Marshall C. Turner, Jr.* $ 0 $28,500.00 40 106
Marc O. Mayer $ 0 $ 0 40 106
--------
* Messrs. Guzy and Turner did not become Directors for the Funds until
December 15, 2005 and were directors for only one fund in the
AllianceBernstein Fund Complex prior to November 15, 2005.
14
Each Board unanimously recommends that the stockholders vote FOR each of the
nominees to serve as a Director of the applicable Fund. Approval of Proposal 1
with respect to each Fund requires the affirmative vote of a plurality of the
votes cast.
Other Information
Officers of the Funds
Certain information concerning the Funds' officers is set forth below. The
Funds' officers are elected annually by the respective Board of Directors until
his or her successor is duly elected and qualifies.
Position(s) (Month and Year Principal Occupation During
Name, Address and Date of Birth* Year First Elected) Past 5 Years
-------------------------------- ------------------------------- --------------------------------
Marc O. Mayer President, all Funds See biography on page 9.
10/2/1957 (11/03)
Philip L. Kirstein Senior Vice President and Senior Vice President and
5/29/1945 Independent Compliance Officer, Independent Compliance
all Funds (10/04) Officer of the AllianceBernstein
Mutual Funds, with which he
has been associated since
October 2004. Prior thereto, he
was Of Counsel to Kirkpatrick
& Lockhart, LLP from October
2003 to October 2004, and
General Counsel of Merrill
Lynch Investment Managers,
L.P. since prior to 2001 until
March 2003.
Robert (Guy) B. Davidson III Senior Vice President, Senior Vice President of
4/8/1961 ACM VII (4/02) AllianceBernstein,** with
ACMIF (4/02) which he has been associated
ANMIF (4/02) since prior to 2001.
ANYMIF (4/02)
Douglas J. Peebles Senior Vice President, Executive Vice President of
8/10/1965 ACM I (8/02) AllianceBernstein,** with
ACM IV (8/02) which he has been associated
ACM V (6/04) since prior to 2001.
ACM VII (6/04)
ACMIF (6/04)
ANMIF (6/04)
ANYMIF (6/04)
15
Position(s) (Month and Year Principal Occupation During
Name, Address and Date of Birth* Year First Elected) Past 5 Years
-------------------------------- --------------------------- ----------------------------
Jeffrey S. Phlegar Senior Vice President, Executive Vice President of
6/28/1966 ACM V (6/04) AllianceBernstein,** with
ACM VII (6/04) which he has been associated
ACMIF (6/04) since prior to 2001.
ANMIF (6/04)
ANYMIF (6/04)
Andrew M. Aran Vice President, Senior Vice President of
4/27/1957 ACM I (8/02) AllianceBernstein,** with
which he has been associated
since prior to 2001.
Thomas J. Bardong Vice President, Senior Vice President of
4/28/1945 AMA (4/95) AllianceBernstein,** with
which he has been associated
since prior to 2001.
Matthew D. W. Bloom Vice President, Senior Vice President of
7/15/1956 ACM V (4/01) AllianceBernstein,** with
which he has been associated
since prior to 2001.
Michael G. Brooks Vice President, Senior Vice President and
6/18/1948 ACM VII (10/05) Senior Portfolio Manager of
ACMIF (10/05) AllianceBernstein,** with
ANMIF (10/05) which he has been associated
ANYMIF (10/05) since prior to 2001.
Fred S. Cohen Vice President, Senior Vice President of
4/16/1958 ACM VII (10/05) AllianceBernstein,** with
ACMIF (10/05) which he has been associated
ANMIF (10/05) since prior to 2001.
ANYMIF (10/05)
Paul J. DeNoon Vice President, Senior Vice President of
4/18/1962 ACM I (3/93) AllianceBernstein,** with
ACM IV (9/94) which he has been associated
ACM V (4/94) since prior to 2001.
ACM VIII (4/94)
AWDGF (12/92)
AWDGF II (4/94)
Mark A. Hamilton Vice President, Vice President of
3/24/1965 ACM V (8/05) AllianceBernstein,** with
ACM VIII (8/05) which he has been associated
since prior to 2001.
Terrance T. Hults Vice President, Senior Vice President of
5/17/1966 ACM VII (12/95) AllianceBernstein,** with
ACMIF (12/01) which he has been associated
ANMIF (12/01) since prior to 2001.
ANYMIF (12/01)
16
Position(s) (Month and Year Principal Occupation During
Name, Address and Date of Birth* Year First Elected) Past 5 Years
-------------------------------- ----------------------------- --------------------------------
John A. Koltes Vice President, Senior Vice President of
6/16/1942 AMA (9/94) AllianceBernstein,** with
which he has been associated
since prior to 2001.
Michael L. Mon Vice President, Vice President of
3/2/1969 ACM I (4/00) AllianceBernstein,** with
ACM IV (7/99) which he has been associated
since prior to 2001.
Daniel Nordby Vice President, Senior Vice President of
4/27/1944 AMA (4/99) AllianceBernstein,** with
which he has been associated
since prior to 2001.
William E. Oliver Vice President, Senior Vice President of
9/21/1949 ACM VII (6/93) AllianceBernstein,** with
ACMIF (3/04) which he has been associated
ANMIF (3/04) since prior to 2001.
ANYMIF (3/04)
Michael J. Reilly Vice President, Senior Vice President of
6/3/1964 AMA (9/94) AllianceBernstein,** with
which he has been associated
since prior to 2001.
Michael A. Snyder Vice President, Senior Vice President of
4/18/1962 ACM I (8/02) AllianceBernstein** since May
ACM V (10/05) 2001 and Director of High
Yield Portfolio Management
Team. Previously he was a
Managing Director in the high
yield asset management group
of Donaldson, Lufkin &
Jenrette Corporation since prior
to 2001.
Kewjin Yuoh Vice President, Vice President of
3/11/1971 ACM I (11/03) AllianceBernstein** since March
ACM V (5/05) 2003. Previously, he was a Vice
President of Credit Suisse Asset
Management since prior to 2001.
Mark D. Gersten Treasurer and Chief Financial Senior Vice President of
10/4/1950 Officer, AllianceBernstein Investor
ACM I (6/87) Services, Inc. ("ABIS"),** and
ACM IV (6/88) a Vice President of ABI,** with
ACM V (7/88) which he has been associated
ACM VII (2/93) since prior to 2001.
ACM VIII (9/93)
AWDGF (3/93)
AWDGF II (4/94)
AMA (9/94)
ACMIF (11/01)
ANMIF (11/01)
ANYMIF (11/01)
17
Position(s) (Month and Year Principal Occupation During
Name, Address and Date of Birth* Year First Elected) Past 5 Years
-------------------------------- --------------------------- --------------------------------
Vincent S. Noto Controller, Vice President of ABIS,** with
12/14/1964 ACM I (4/96) which he has been associated
ACM IV (4/96) since prior to 2001.
ACM V (4/96)
ACM VIII (4/96)
AWDGF (4/96)
AWDGF II (4/96)
AMA (4/96)
Thomas R. Manley Controller, Vice President of
8/3/1951 ACM VII (4/99) AllianceBernstein,** with
ACMIF (12/01) which he has been associated
ANMIF (12/01) since prior to 2001.
ANYMIF (12/01)
Emilie D. Wrapp Secretary, Senior Vice President, Assistant
11/13/1955 all Funds (10/05) General Counsel and Assistant
Secretary of ABI,** with which
she has been associated since
prior to 2001.
--------
* The address for the Funds' officers is 1345 Avenue of the Americas, New
York, New York 10105.
** An affiliate of each of the Funds.
Audit Committee Report
The following Audit Committee Report was adopted by the Audit Committee of
each Fund.
The Audit Committee operates pursuant to a written charter, a copy of which
may be found on the Adviser's website, http//www.alliancebernstein.com (click
on Investor Solutions/Mutual Funds/Closed-End). The purposes of the Audit
Committee are to (1) assist the Board of Directors in its oversight of (i) the
integrity of the Fund's financial statements and the independent audit thereof;
(ii) the Fund's compliance with legal and regulatory requirements; (iii) the
independent registered public accounting firm's independence, qualifications
and performance; and (iv) the Fund's compliance with applicable laws by
receiving reports from counsel who believe they have credible evidence of a
material violation of law by the Fund or by someone owing a fiduciary or other
duty to the Fund; and (2) to prepare this report. As set forth in the Audit
Committee Charter, management of the Fund is responsible for the preparation,
presentation and integrity of the Fund's financial statements, the Fund's
accounting and financial reporting principles and internal controls and
procedures designed to assure compliance with accounting standards and
applicable laws and regulations. The independent registered public accounting
firm is responsible for auditing the Fund's financial statements and expressing
an opinion as to their conformity with generally accepted accounting principles.
18
In the performance of its oversight function, the Audit Committee has
considered and discussed the audited financial statements with management and
the independent registered public accounting firm of the Fund. The Audit
Committee has also discussed with the independent registered public accounting
firm the matters required to be discussed by Statement on Auditing Standards
No. 61, Communication with Audit Committees, as currently in effect. The Audit
Committee has also considered whether the provision of any non-audit services
not pre-approved by the Audit Committee provided by the Fund's independent
registered public accounting firm to the Adviser and to any entity controlling,
controlled by or under common control with the Adviser that provides ongoing
services to the Fund is compatible with maintaining the independent registered
public accounting firm's independence. Finally, the Audit Committee has
received the written disclosures and the letter from the independent registered
public accounting firm required by Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees, as currently in effect, and has
discussed the independent registered public accounting firm's independence with
such firm.
The members of the Fund's Audit Committee are not full-time employees of the
Fund and are not performing the functions of auditors or accountants. As such,
it is not the duty or responsibility of the Audit Committee or its members to
conduct "field work" or other types of auditing or accounting reviews or
procedures or to set auditor independence standards. Members of the Audit
Committee necessarily rely on the information provided to them by management
and the independent registered public accounting firm. Accordingly, the Audit
Committee's considerations and discussions referred to above do not assure that
the audit of the Fund's financial statements has been carried out in accordance
with generally accepted auditing standards, that the financial statements are
presented in accordance with generally accepted accounting principles or that
the Fund's independent registered public accounting firm is in fact
"independent".
Based upon the reports and discussions described in this report, and subject
to the limitations on the role and responsibilities of the Audit Committee
referred to above and in the Audit Committee Charter, the Audit Committee
recommended to the Board of Directors of the Fund that the audited financial
statements of the Fund be included in the Fund's annual report to stockholders
for the most recent fiscal period.
Submitted by the Audit Committee of the Fund's Board of Directors:
Ruth Block William H. Foulk, Jr.
David H. Dievler D. James Guzy*
John H. Dobkin Marshall C. Turner, Jr.*
Michael J. Downey
--------
* In respect of ACM I only, as Messrs. Guzy and Turner were not members of the
Audit Committees of the other Funds at the time such Audit Committees
recommended the inclusion of the Funds' annual financial statements in the
stockholders reports for the most recent fiscal year.
19
Approval of Independent Registered Public Accounting Firms by Boards
The Audit Committee of each Fund is responsible for the appointment,
compensation, retention and oversight of the work of the Fund's independent
registered public accounting firm. In addition, the Board of each Fund approved
the independent registered public accounting firm of each Fund as required by
the 1940 Act on the date specified below. The Boards of Directors of each of
the Funds at meetings held on October 31, 2005-November 2, 2005 (ACM I), August
2, 2005-August 4, 2005 (ACM V, ACM VII, ACM VIII, ACMIF, ANMIF, ANYMIF and
AWDGF), and February 7, 2005-February 9, 2005 (AWDGF II), respectively,
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, Ernst & Young LLP, independent registered public accounting firm to
audit the accounts of AWDGF II (for the fiscal year ending March 31, 2006), ACM
IV (July 31, 2006), ACM V (August 31, 2006), ACM VIII (September 30, 2006), ACM
VII (October 31, 2006), AWDGF (October 31, 2006), ACMIF (October 31, 2006),
ANMIF (October 31, 2006), ANYMIF (October 31, 2006) and ACM I (December 31,
2006). The Board of Directors of AMA at a meeting held on August 2, 2005-August
4, 2005 similarly approved by vote, cast in person, of a majority of the
Directors of the Fund, including a majority of the Directors who are not
"interested persons" of the Fund, PricewaterhouseCoopers LLP, independent
registered public accounting firm, to audit the accounts of AMA for its fiscal
year ending September 30, 2006.
Ernst & Young LLP has audited the accounts of ACM I, ACM IV, ACM VII, ACM
VIII, AWDGF, AWDGF II, ACMIF, ANMIF and ANYMIF since the respective dates of
their commencements of each of the Fund's operations, and of ACM V since its
fiscal year ended August 31, 1990, and has represented that it does not have
any direct financial interest or any material indirect financial interest in
any of the Funds. PricewaterhouseCoopers LLP has audited the accounts of AMA
since the Fund's commencement of operations and has represented that it 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.
Independent Registered Public Accounting Firms' Fees
The following table sets forth the aggregate fees billed by the independent
registered public accounting firm for each Fund's last two fiscal years for
professional services rendered for: (i) the audit of the Fund's annual
financial statements included in the Fund's annual reports to stockholders;
(ii) assurance and related services that are reasonably related to the
performance of the audit of the Fund's financial statements and are not
reported under (i), which include advice and
20
education on accounting and auditing issues, quarterly press release reviews
and preferred stock maintenance testing (for those Funds that issue preferred
stock); (iii) tax compliance, tax advice and tax return preparation; and
(iv) aggregate non-audit services provided to the Fund, the Fund's Adviser and
entities that control, are controlled by or under common control with the
Adviser that provide ongoing services to the Fund ("Service Affiliates"), which
include conducting an annual internal control report pursuant to Statement on
Auditing Standards No. 70. No other services were provided by the independent
registered public accounting firm to any Fund during this period.
All Fees for
Non-Audit
Services
All Other Provided to
Fees for the Fund,
Services the Adviser
Audit Provided and Service
Audit Fees Related Fees Tax Fees to Fund Affiliates*
---------- ------------ -------- --------- ------------
ACM Income Fund, Inc. 2004 $58,000 $10,030 $17,880 $0 $ 985,628
2005 $60,000 $ 3,100 $18,900 $0 $ 848,540
ACM Government Opportunity 2004 $47,000 $ 9,544 $17,038 $0 $ 867,438
Fund, Inc. 2005 $49,000 $ 5,715 $17,204 $0 $1,105,072
ACM Managed Income Fund, 2004 $51,000 $22,535 $28,743 $0 $1,103,010
Inc. 2005 $53,000 $10,355 $18,304 $0 $ 905,852
ACM Municipal Securities 2004 $47,000 $13,145 $21,213 $0 $1,136,090
Income Fund, Inc 2005 $48,000 $ 9,180 $14,741 $0 $ 905,214
ACM Managed Dollar Income 2004 $51,000 $ 9,785 $24,804 $0 $1,236,321
Fund, Inc. 2005 $53,000 $ 8,355 $18,304 $0 $ 903,852
Alliance World Dollar 2004 $54,000 $11,890 $24,003 $0 $1,137,625
Government Fund, Inc. 2005 $55,000 $ 5,925 $17,704 $0 $ 904,922
Alliance World Dollar 2004 $51,000 $13,125 $18,900 $0 $ 935,707
Government Fund II, Inc. 2005 $54,000 $ 6,890 $17,704 $0 $1,320,622
Alliance All-Market 2004 $45,000 $ 2,514 $35,400 $0 $ 767,982
Advantage Fund, Inc. 2005 $47,000 $ 1,880 $25,150 $0 $1,005,924
Alliance California Municipal 2004 $47,000 $13,145 $19,020 $0 $1,133,897
Income Fund, Inc. 2005 $48,000 $ 9,180 $12,473 $0 $ 902,946
Alliance National Municipal 2004 $47,000 $13,145 $19,020 $0 $1,133,897
Income Fund, Inc. 2005 $48,000 $ 9,180 $12,473 $0 $ 902,946
Alliance New York Municipal 2004 $47,000 $13,145 $19,020 $0 $1,133,897
Income Fund, Inc. 2005 $48,000 $ 9,180 $12,473 $0 $ 902,946
--------
* The fees vary because they are presented based on each Fund's last two
fiscal years and reflect fees for non-audit services for different periods.
21
Beginning with audit and non-audit service contracts entered into on or
after May 6, 2003, the Funds' Audit Committee policies and procedures require
the pre-approval of all audit and non-audit services provided to a Fund by the
Fund's independent registered public accounting firm. A Fund's Audit Committee
policies and procedures also require pre-approval of all audit and non-audit
services provided to the Adviser and Service Affiliates to the extent that
these services are directly related to the operations or financial reporting of
the Fund. Accordingly, all of the amounts in the table for Audit Fees,
Audit-Related Fees and Tax Fees for 2005 are for services pre-approved by each
Fund's Audit Committee. The amounts of the Fees for Non-Audit Services provided
to the Fund, the Adviser and Service Affiliates in the table for each Fund that
were subject to pre-approval by the Audit Committee for 2005 were ACM I,
$192,000 (comprising $173,100 of audit related fees and $18,900 of tax fees);
ACM IV, $192,919 (comprising $175,715 of audit related fees and $17,204 of tax
fees); ACM V, $198,659 (comprising $180,355 of audit related fees and $18,304
of tax fees); ACM VII, $193,921 (comprising $179,180 of audit related fees and
$14,741 of tax fees); ACM VIII, $196,659 (comprising $178,355 of audit related
fees and $18,304 of tax fees); AWDGF, $193,629 comprising $175,925 of audit
related fees and $17,704 of tax fees); AWDGF II, $269,594 (comprising $251,890
of audit related fees and $17,704 of tax fees); AMA, $27,030 (comprising $1,880
of audit related fees and $25,150 of tax fees); ACMIF, $191,653 (comprising
$179,180 of audit related fees and $12,473 of tax fees); ANMIF, $191,653
(comprising $179,180 of audit related fees and $12,473 of tax fees); and
ANYMIF, $191,653 (comprising 179,180 of audit related fees and $12,473 of tax
fees). The Audit Committee of each Fund has considered whether the provision of
any non-audit services not pre-approved by the Audit Committee provided by the
Fund's independent registered public accounting firm to the Adviser and Service
Affiliates is compatible with maintaining the independent registered public
accounting firm's independence.
INFORMATION AS TO THE INVESTMENT ADVISER
AND THE ADMINISTRATORS OF THE FUNDS
Each Fund's investment adviser is AllianceBernstein L.P., 1345 Avenue of the
Americas, New York, New York 10105. The administrator for ACM IV, ACM VII,
AWDGF, AWDGF II, AMA, ACMIF, ANMIF and ANYMIF is the Adviser. Prudential
Investments Fund Management LLC, Gateway Center Three, Newark, New Jersey
07102, serves as sub-administrator for ACM VII. The administrator for ACM I,
ACM V and ACM VIII is Princeton Administrators, L.P., 500 College Road East,
Princeton, New Jersey 08540.
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
22
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 2005 for ACM V, a
statement of changes in beneficial ownership of securities on Form 4 was
inadvertently filed late by the Adviser on behalf of Michael J. Downey, a
director of ACM V. The report related to a purchase of shares of ACM V.
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 discretion of the person or
persons voting the proxies.
As of February 15, 2006, Aon Corporation and Combined Insurance Company of
America, each with an address of 200 East Randolph Street, Chicago, Illinois
60601, were believed by management of ACM IV to beneficially own an aggregate
of 3,523,646 shares, or approximately 27.3%, of the outstanding common stock of
ACM IV. As of February 15, 2006, Karpus Management, Inc. d/b/a Karpus
Investment Fund, with an address of 183 Sully's Trail, Pittsford, New York
14534, was believed by management of ACM V to beneficially own an aggregate of
2,781,970 shares, or approximately 11.0%, of the outstanding common stock of
ACM V. As of February 15, 2006, First Trust Portfolios L.P., First Trust
Advisors L.P. and The Charger Corporation, each with an address of 1001
Warrenville Road, Lisle, Illinois 60532, were believed by management of ACM
VIII to beneficially own an aggregate of 1,240,956 shares, or approximately
5.8%, of the outstanding common stock of ACM VIII. As of February 15, 2006,
First Trust Portfolios L.P., First Trust Advisors L.P. and The Charger
Corporation, each with an address of 1001 Warrenville Road, Lisle, Illinois
60532, were believed by management of ANMIF to beneficially own an aggregate of
1,222,189 shares, or approximately 6.0%, of the outstanding common stock of
ANMIF.
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 30,
2006 for inclusion in the 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. In addition,
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 Bylaws. To be presented at the 2007 Annual
Meeting of Stockholders, a stockholder proposal that is not otherwise
includable in the Proxy Statement for the 2007
23
Annual Meeting must be delivered by a stockholder of record to the Fund no
sooner than September 29, 2006 and no later than October 30, 2006.
The persons named as proxies for the 2007 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 no sooner than September
29, 2006 and no later than October 30, 2006. 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 its latest annual report to stockholders and its subsequent
semi-annual report to stockholders, if any, upon request and without charge. To
request a copy, please call AllianceBernstein Investments, Inc. at (800)
227-4618 or contact Dennis Bowden at AllianceBernstein L.P., 1345 Avenue of the
Americas, New York, New York 10105.
By Order of the Boards of Directors,
Emilie D. Wrapp
Secretary
February 27, 2006
New York, New York
24
TABLE OF CONTENTS Page
----------------------------------- ----
Introduction....................... 1
Proposal One: Election of Directors 4
Information as to the Investment
Adviser and the Administrators of
the Funds......................... 22
Other Matters...................... 23
Submission of Proposals for the
Next Annual Meeting of
Stockholders...................... 23
Reports to Stockholders............ 24
ACM Income Fund, Inc.
ACM Government Opportunity 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.
Alliance California Municipal Income Fund, Inc.
Alliance National Municipal Income Fund, Inc.
Alliance New York Municipal Income Fund, Inc.
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ALLIANCEBERNSTEIN
Investments
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NOTICE OF
JOINT ANNUAL MEETING
OF STOCKHOLDERS
AND PROXY STATEMENT
March 29, 2006
ACM-PS-06
PROXY PROXY
ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC.
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON MARCH 29, 2006
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 appoints Carol H. Rappa
and Christina A. Morse, or either of them, as proxies for the undersigned, with
full power of substitution in each of them, to attend the Annual Meeting of
Stockholders of the Corporation (the "Annual Meeting") to be held at 11:00 a.m.,
Eastern Time, on March 29, 2006 at the offices of the Corporation, 1345 Avenue
of the Americas, 41st 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 Annual Meeting and accompanying Proxy Statement and revokes any
proxy heretofore given with respect to the Annual Meeting.
The Board of Directors knows of no reason why any of the nominees for the
Board of Directors would 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 a substitute
nominee as the Board of Directors may recommend.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST AS INSTRUCTED ON THE REVERSE SIDE HEREOF. IF THIS PROXY
IS PROPERLY EXECUTED BUT NO INSTRUCTION IS GIVEN, THE VOTES ENTITLED TO BE CAST
BY THE UNDERSIGNED WILL BE CAST "FOR" THE ELECTION OF THE NOMINEES REFERRED TO
IN PROPOSAL ONE AS DIRECTORS 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.
Please refer to the Proxy Statement for
a discussion of the Proposal.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND
RETURN THIS PROXY CARD PROMPTLY. YOU MAY USE 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?
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ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC.
Your Board of Directors
urges you to vote "FOR" the
election of all Nominees.
Please mark votes as in this example: [X]
WITHHOLD FOR ALL
1. Election of Directors FOR ALL FROM ALL EXCEPT AS
NOMINEES NOMINEES NOTED BELOW
[__] [__] [__]
Class Two Nominee
(term expires 2008):
D. James Guzy [__]
Class Three Nominees
(terms expire 2009):
Marc O. Mayer [__]
Marshall C. Turner, Jr. [__]
2. To vote and otherwise
represent the undersigned
on any other matters that
may properly come before
the Annual Meeting or any
postponement or
adjournment thereof, in
the discretion of the
proxy holder(s).
Mark here for address change and note
at left. [_]
Please be sure to sign, date and return
this Proxy promptly. You may use the
enclosed envelope.
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(Signature of Stockholder)
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(Signature of joint owner, if any)
Date __________, 2006
00250.0209 #644652v2