ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC.
[LOGO]
AllianceBernstein L.P.
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
October 3, 2006
TABLE OF CONTENTS
Page
Introduction
Proposal - Approval of Elimination of the Fundamental Policy
Regarding 65% Limitation in Certain Investments....................
Proxy Voting and Stockholder Meeting..........................................
Other Information.............................................................
Officers of the Fund..................................................
Stock Ownership.......................................................
Information as to the Investment Adviser of the Fund..........................
Submission of Proposals for Next Meeting of Stockholders......................
Other Matters
Reports to Stockholders.......................................................
ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC.
1345 Avenue of the Americas
New York, New York 10105
October 3, 2006
Dear Stockholders:
The Board of Directors (the "Directors") of Alliance World Dollar Government
Fund II, Inc. (the "Fund") is pleased to invite you to a Special Meeting of
Stockholders of the Fund (the "Meeting") to be held on Tuesday, December 12,
2006. At this Meeting, we are asking that you approve a proposal to eliminate
one of the Fund's fundamental investment policies requiring it to invest at
least 65% of its assets in U.S. Dollar-denominated sovereign debt obligations.
This policy limits the Fund's flexibility to pursue its investment objective
through revised policies recently approved by the Board of Directors that are
designed to result in broader access to investments in global fixed income
securities. The proposal is described in more detail in the attached Proxy
Statement.
We anticipate that the proposed elimination of the Fund's fundamental investment
policy along with the broader investment guidelines approved by the Directors
will result in benefits to the stockholders of the Fund as are more fully
discussed in the attached Proxy Statement.
The Directors have concluded that the proposal is in the best interests of the
Fund and its stockholders. The Directors recommend that you vote "FOR" the
proposal.
We welcome your attendance at the Meeting. If you are unable to attend, we
encourage you to vote by proxy promptly. The Altman Group, a proxy solicitation
firm ("Proxy Solicitor"), has been selected to assist in the proxy solicitation
process. If we have not received your proxy as the date of the Meeting
approaches, you may receive a telephone call from the Proxy Solicitor reminding
you to vote by proxy. No matter how many shares you own, your vote is important.
Sincerely,
Marc O. Mayer
President
PROXY STATEMENT
ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC.
QUESTIONS AND ANSWERS
Q. WHAT IS THIS DOCUMENT AND WHY DID WE SEND IT TO YOU?
A. This booklet contains the Notice of Special Meeting of Stockholders (the
"Notice") and Proxy Statement that provide you with information you should
review before voting on a proposal to eliminate one of the Fund's
fundamental policies (the "Proposal") that will be presented at the Special
Meeting of Stockholders (the "Meeting") for Alliance World Dollar
Government Fund II, Inc. (the "Fund"). You are receiving this proxy
material because you own shares of the Fund's common stock either directly
or through an intermediary (we refer to both as "shares" and to the holders
of shares as "stockholders"). As a stockholder, you have the right to vote
on the Proposal because it concerns your investment in the Fund.
Q. WHO IS ASKING FOR MY VOTE?
A. The Board of Directors of the Fund (the "Directors") is asking you to vote
on the Proposal because the Fund's fundamental policy can only be changed
by a stockholder vote.
Q. HOW DOES THE BOARD RECOMMEND YOU VOTE?
A. The Board recommends that you vote FOR the Proposal.
Q. WHO IS ELIGIBLE TO VOTE?
A. Stockholders of record at the close of business on Friday, September 29,
2006 (the "Record Date") are entitled to vote at the Meeting or any
adjournment or postponement of the Meeting. If you owned shares on the
Record Date, you have the right to vote even if you later sold the shares.
Q. WHY ARE THE DIRECTORS PROPOSING TO ELIMINATE THE FUND'S FUNDAMENTAL
INVESTMENT RESTRICTION?
A. The Fund has a fundamental investment policy to invest at least 65% of its
assets in U.S. Dollar-denominated sovereign debt obligations that cannot be
changed without stockholder approval. The Proposal would eliminate this
restriction because, as more fully explained in the Proxy Statement, it may
limit the Fund's flexibility, under revised investment policies approved by
the Directors, to invest in a wider selection of debt securities. The
policies approved by Directors would broaden the Fund's investment policies
to allow the use of non-U.S. Dollar-denominated debt securities and
increased use of investments in both U.S. and non-U.S. corporate issuers.
The Fund's adviser, AllianceBernstein L.P. (the "Adviser"), does not expect
significant, immediate turnover in the Fund's portfolio, other than to take
advantage of the flexibility provided by the new guidelines to add local
currency bonds, equal to approximately 10-15% of the Fund's portfolio.
Aside from these investments, the Adviser intends to exploit the broader
guidelines over time.
Q. HOW CAN I VOTE MY SHARES?
A. Please follow the instructions included on the enclosed proxy card.
Q. WHAT IF I WANT TO REVOKE MY PROXY?
A. You can revoke your proxy at any time prior to its exercise (i) by giving
written notice to the Secretary of the Fund at 1345 Avenue of the Americas,
New York, New York 10105, (ii) by signing another proxy of a later date or
(iii) by personally voting at the Meeting.
Q. WHOM DO I CALL IF I HAVE QUESTIONS REGARDING THE PROXY?
A. You may call the Proxy Solicitor at 1-800-331-5817.
[LOGO]
ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC.
1345 Avenue of the Americas
New York, New York 10105
800-221-5670
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
SCHEDULED FOR DECEMBER 12, 2006
To the Stockholders of Alliance World Dollar Government Fund II, Inc.:
Notice is hereby given that a Special Meeting of Stockholders (the "Meeting") of
Alliance World Dollar Government Fund II, Inc. (the "Fund"), will be held at the
offices of the Fund, 1345 Avenue of the Americas, 41st Floor, New York, New York
10105, on Tuesday, December 12, 2006, at 11:30 a.m., Eastern Time, to consider
and vote on the following Proposal, which is more fully described in the
accompanying Proxy Statement dated October 3, 2006:
1. The elimination of one of the Fund's fundamental investment restriction
requiring it to invest at least 65% of its assets in U.S.
Dollar-denominated sovereign debt obligations; and
2. Such other business as may properly come before the Meeting and any
adjournments or postponements thereof.
Any stockholder of record of the Fund at the close of business on September 29,
2006 (the "Record Date") is entitled to notice of, and to vote at, the Meeting
or any postponements or adjournments thereof. Proxies are being solicited on
behalf of the Fund's Board of Directors. Each stockholder who does not expect to
attend the Meeting in person is requested to complete, date, sign and promptly
return the enclosed proxy card, or to submit voting instructions by telephone as
described on the enclosed proxy card.
The Board of Directors of the Fund recommends a vote "FOR" the Proposal.
By Order of the Board of Directors,
Marc O. Mayer
President
New York, New York
October 3, 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 complete, date, sign and return your proxy promptly in
order to save the Fund any additional cost of further proxy solicitation and in
order for the Meeting to be held as scheduled.
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AllianceBernstein(R) and the AB Logo are registered trademarks and service marks
used by permission of the owner, AllianceBernstein L.P.
PROXY STATEMENT
ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC.
1345 Avenue of the Americas
New York, New York 10105
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SPECIAL MEETING OF STOCKHOLDERS
December 12, 2006
INTRODUCTION
This is a Proxy Statement for Alliance World Dollar Government Fund II, Inc.
(the "Fund"). The Fund's Board of Directors (the "Directors") is soliciting
proxies for a Special Meeting of Stockholders of the Fund (the "Meeting") to
consider and vote on a proposal to eliminate one of the Fund's fundamental
policies (the "Proposal") that is being recommended by the Board of Directors.
The Board is sending you this Proxy Statement to ask for your vote on the
Proposal. The Fund will hold the Meeting at the office of the Fund, 1345 Avenue
of the Americas, 41st Floor, New York, New York 10105, on Tuesday, December 12,
2006 at 11:30 a.m., Eastern Time. The solicitation will be made primarily by
mail and may also be made by telephone. The solicitation cost will be borne by
the Fund. The Notice of Special Meeting of Stockholders, Proxy Statement, and
Proxy Card are being mailed to Stockholders on or about October 3, 2006.
Any stockholder who owned shares of the Fund on Friday, September 29, 2006 (the
"Record Date") is entitled to notice of, and to vote at, the Meeting and any
postponement or adjournment thereof. Each share is entitled to one vote.
PROPOSAL
APPROVAL OF ELIMINATION OF THE FUNDAMENTAL POLICY REGARDING
65% LIMITATION IN CERTAIN INVESTMENTS
Introduction
The Fund has a fundamental policy restriction that states that the Fund pursues
its objective by investing at least 65% of its total assets in U.S.
Dollar-denominated debt securities issued or guaranteed by foreign governments,
including participations in loans between foreign governments and financial
institutions, and interests in entities organized and operated for the purpose
of restructuring the investment characteristics of instruments issued or
guaranteed by foreign governments ("Sovereign Debt Obligations"). At a Special
Meeting of the Board of Directors on September 13, 2006, based on the
recommendation of the Fund's adviser, AllianceBernstein L.P. (the "Adviser"),
the Fund's Board of Directors approved and is recommending to stockholders the
elimination of this fundamental 65% investment policy.
Background
In making its recommendation to the Board to give the Fund the flexibility to
invest in a broader selection of fixed-income securities, as discussed below,
the Adviser noted that the Fund currently invests at least 80% of its assets in
Sovereign Debt Obligations. The 80% policy was required by Securities and
Exchange Commission Rule 35d-1, the "names rule", because of the use of the term
"dollar government" in the Fund's name. At the September 13, 2006 Special Board
Meeting, the Adviser recommended and the Board approved the removal of the 80%
requirement and renaming the Fund as "AllianceBernstein Global High Income Fund,
Inc." to better reflect the changes to the Fund's investment strategies
discussed below and to make these strategies more transparent to investors. In
addition to its 80% policy, the Fund has a fundamental policy requiring 65% of
its assets to be invested in Sovereign Debt Obligations. The Adviser pointed out
that the Fund's 65% fundamental policy would limit its ability to implement the
Fund's revised policies. On the Adviser's recommendation, the Board of Directors
approved and determined to recommend to stockholders the Proposal to eliminate
the Fund's fundamental 65% investment policy.
Reasons for the Elimination of the Investment Restriction
The Board considered the following in approving changes to the Fund's investment
strategies and, in connection therewith, approving the submission of the
elimination of the Fund's 65% fundamental investment policy for stockholder
approval. The Adviser recommended to the Board that the Fund's investments no
longer be restricted to investing primarily in U.S. Dollar-denominated debt
securities and that the Fund instead be permitted to invest without limit in
debt securities, including Sovereign Debt Obligations, and corporate debt,
denominated in non-U.S. currencies as well as in the U.S. Dollar. In addition,
the Adviser recommended allowing the Fund to invest without limit in emerging
and developed markets and in debt securities of U.S. and non-U.S. corporate
issuers.
In recommending the above investment policy change, the Adviser discussed with
the Board three trends in emerging markets that are particularly supportive of
its proposal as follows:
Improving Sovereign Credit Quality. The Adviser noted that the past decade has
witnessed significant structural changes in emerging market economies that can
best be seen in the increase in average credit quality of the countries which
make up the JP Morgan Emerging Market Bond Index. The Adviser noted that better
fiscal and monetary policies have resulted in lower inflation, smaller budget
deficits and increases in international reserves. These developments have
allowed emerging market countries, such as Russia, Mexico and Brazil, to retire
external sovereign debt and issue more debt denominated in their domestic
currency. The Adviser also noted that improved credit quality has resulted in a
decline in the yield spread on U.S. Dollar-denominated emerging market debt
relative to U.S. treasury securities. The Adviser further noted that it has seen
a reduction in the volatility of traditional U.S. Dollar-denominated emerging
market debt and an increase in its correlation to other U.S. Dollar-denominated
fixed-income markets. The Adviser explained that improving credit quality and
reducing external sovereign debt have increased the ability of corporations
domiciled in emerging economies to issue debt. The Adviser also explained that
the delineation between emerging and developed economies is blurring, with the
securities of some countries showing up in multiple indexes. The Adviser stated
its belief that emerging market debt is steadily losing its uniqueness as an
asset class, becoming just one of many components of the global fixed-income
markets. The Adviser believes that traditional emerging market debt securities
will likely provide returns that do not, as in the past, exceed from time to
time other types of global debt securities and will have reduced volatility over
time.
The Adviser stated its belief that the appropriate response to these
developments is to broaden the Fund's investment mandates to allow the use of
non-U.S. Dollar debt and non-U.S. corporate debt. These changes will allow the
Fund to respond to the evolution of emerging market debt and the flexibility to
respond to the increasing integration in global economies, where the distinction
between emerging and developed economies is becoming less clear. The Adviser
also stated its belief that these changes are necessary to keep the Fund's
future risk/return profile consistent with what investors have experienced in
the past.
Rising Issuance of Local Currency Debt. The Adviser explained that local
currency debt has become a more important source of funding for many emerging
market economies and that it expects this trend to continue, and possibly
accelerate. The Adviser also explained that the use of local currency debt
creates a better asset and liability mix for emerging countries, lessening the
impact of currency devaluation on credit quality and offering investors a more
diversified source of income than traditional U.S. Dollar-denominated debt
alone. The Adviser believes that the inclusion of local currency-denominated
debt will allow the Fund to become more geographically diversified because, for
example, it will allow greater use of investments in Asian debt securities,
which are predominantly available only in local-currency issues.
Rising Issuance of Corporate Debt. The Adviser noted that as emerging market
countries, such as Russia, repay U.S. Dollar-denominated and other external
debt, there has been an increase in the issuance of debt by corporations
domiciled in these countries. The Adviser believes that it is uniquely qualified
to exploit these opportunities with a team of over 40 credit analysts based in
five countries. The Adviser explained that high yield corporate debt has
traditionally shown less correlation to U.S. treasuries than similarly rated
emerging market sovereign debt, and thus offers diversification benefits. The
Adviser's analysts have also found that many companies domiciled in emerging
economies have management team and credit metrics that equal or exceed those of
corporations domiciled in developed economies with similar ratings.
Other Considerations
The Adviser advised the Board that the Fund's investments under the revised
policies will have more risk. The Adviser stated that, by expanding its
investments to non-U.S. Dollar denominated debt securities, the Fund will be
exposed to increased currency risk, which is the risk that fluctuations in the
exchange rate between the U.S. Dollar and non-U.S. currencies may negatively
affect the value of its investments. The Fund may, but is not required to, hedge
against these currency fluctuations, where appropriate, to reduce this risk.
While the Fund previously invested in emerging market debt securities, it would,
under the revised policies, have increased risk because these investments will
now include local currency debt securities and non-U.S. corporate issuers. The
Adviser explained that investments in emerging market debt securities may
involve additional risks because, among other things, their governments may be
less stable and their markets more illiquid. The Adviser believes that the
potential for better returns outweighs these additional risks.
In the near term, the Adviser anticipates taking advantage of the flexibility of
the broader investment guidelines to add local currency bonds, equal to roughly
10-15% of the portfolio. The Fund would continue to invest a substantial portion
of its assets in high yield, below investment grade securities. The Adviser also
noted that the Fund would continue to be limited to investing no more than 25%
of its assets in the Sovereign Debt Obligations of any one country other than
the U.S.
Other than the addition of local currency securities, the Adviser does not
anticipate significant, immediate turnover in the Fund's portfolio. Rather, the
Adviser intends to exploit the broader guidelines over time. With the
implementation of the broader investment policy guidelines, the Adviser
anticipates that the Fund's portfolio will likely become more diversified among
countries (in particular, emerging market countries), currencies (both the U.S.
Dollar and non-U.S. currencies) and industry sectors (expanded holdings of
corporate bonds).
If the Fund's stockholders do not approve the Proposal, the Fund's broadened
investment guidelines will be applicable only to 35% of the Fund's assets. The
change in the Fund's name will occur whether or not the Proposal is approved and
is expected to be implemented late this year or early in 2007.
Approval of the Proposal requires the affirmative vote of the holders of a
"majority of the outstanding voting securities" of the Fund as defined in the
Investment Company Act of 1940, as amended ("1940 Act"), which means the lesser
of (i) 67% or more of the voting securities of all classes of the Fund present
or represented by proxy, if the holders of more than 50% of the outstanding
voting securities are present or represented by proxy, or (ii) more than 50% of
the outstanding voting securities of the Fund ("1940 Act Majority"). If the
stockholders of the Fund do not approve the Proposal regarding the fundamental
investment restriction, the Fund's current fundamental investment restriction
will remain the same.
The Board of Directors recommends that the stockholders vote FOR the Proposal.
PROXY VOTING AND STOCKHOLDER MEETING
All properly executed and timely received proxies will be voted in accordance
with the instructions marked thereon or otherwise provided therein. Accordingly,
unless instructions to the contrary are marked, proxies will be voted for the
elimination of the Fund's fundamental investment restriction. Any stockholder
may revoke his or her proxy at any time prior to its exercise by giving written
notice to the Secretary of a Fund 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 discretionary power to vote). The approval of
the Proposal requires a 1940 Act Majority or the affirmative vote of the holders
of a "majority of the outstanding voting securities," of the Fund as defined in
the 1940 Act, which means the lesser of (i) 67% or more of the voting securities
of the Fund present or represented by proxy, if the holders of more than 50% of
the Fund's outstanding voting securities are present or represented by proxy, or
(ii) more than 50% of the outstanding voting securities of the Fund. An
abstention or broker non-vote, if any, will be considered present for purposes
of determining the existence of the quorum but will have the effect of a vote
against the Proposal. If any matter other than the Proposal properly comes
before the Meeting, the shares represented by proxies will be voted on all such
other Proposals in the discretion of the person or persons voting the proxies.
The Fund has not received notice of, and is not otherwise aware of, any other
matter to be presented at the Meeting.
A quorum for the Meeting will consist of the presence in person or by proxy of
the holders of a majority of the Fund's shares issued and outstanding and
entitled to vote at the Meeting. Whether or not a quorum is present at the
Meeting, if sufficient votes in favor of the position recommended by the Board
on the Proposal described in the Proxy Statement are not timely received, the
persons named as proxies may, but are under no obligation to, with no other
notice than announcement at the Meeting, propose and vote for one or more
adjournments of the Meeting for up to 120 days after the record date to permit
further solicitation of proxies. Shares represented by proxies indicating a vote
contrary to the position recommended by a majority of the Board on the Proposal
will be voted against adjournment.
The Adviser has engaged The Altman Group, 60 East 42nd Street, Suite 405, New
York, New York 10165, to assist in soliciting proxies for the Meeting. The Proxy
Solicitor will receive a total fee of approximately $88,000 for its services, to
be paid by the Fund, plus reimbursement of out-of-pocket expenses.
OTHER INFORMATION
Officers of the Fund
Certain information concerning the Fund's officers is set forth below. The
Fund's officers are elected annually by the respective Board of Directors until
his or her successor is duly elected and qualifies.
Name, Address* Position(s) (Month Principal Occupation
and Date of Birth and Year First Elected) During the Past 5 Years
----------------- ----------------------- -----------------------
Marc O. Mayer President and Chief Executive Vice President of
10/2/57 Executive Officer AllianceBernstein L.P. (the
(11/03) "Adviser")** since 2001 and
Executive Managing Director of
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) and its predecessor
since prior to 2001.
Philip L. Kirstein Senior Vice President Senior Vice President and
5/29/45 and Independent Independent Compliance Officer
Compliance Officer of the AllianceBernstein
(10/04) 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.
Paul J. DeNoon Vice President Senior Vice President of the
4/18/62 (04/94) Adviser,** with which he has
been associated since prior to
2001.
Joseph J. Mantineo Treasurer and Senior Vice President of
3/28/59 Chief Financial Officer AllianceBernstein Investor
(08/06) Services, Inc. ("ABIS"),**
with which he has been
associated since prior to 2001.
Vincent S. Noto Controller Vice President of ABIS,** with
12/14/64 (04/96) which he has been associated
since prior to 2001.
Emilie D. Wrapp Secretary Senior Vice President,
11/13/55 (10/05) Assistant General Counsel and
Assistant Secretary of ABI,**
with which she has been
associated since prior to 2001.
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* The address for the Fund's officers is 1345 Avenue of the Americas, New
York, New York 10105.
** An affiliate of the Fund.
Stock Ownership
As of September 29, 2006, the Fund had 67,648,715 shares of common stock
outstanding. As of September 29, 2006, the directors and officers of the Fund as
a group beneficially owned less than 1% of the outstanding shares of common
stock of the Fund and, to the knowledge of the Fund, no person owned either of
record or beneficially, 5% or more of the outstanding shares of the Fund.
INFORMATION AS TO THE INVESTMENT ADVISER OF THE FUND
The Fund's investment adviser is AllianceBernstein L.P., 1345 Avenue of the
Americas, New York, New York 10105.
Other Service Providers
Under an Administration Agreement between the Fund and the Adviser, the Adviser
serves as administrator for the Fund. Under the Administration Agreement, the
Adviser performs standard administration services for the Fund. Under a
Shareholder Inquiry Agency Agreement between the Fund and AllianceBernstein
Investor Services, Inc. ("ABIS"), an affiliate of the Adviser, ABIS provides
certain shareholder services for the Fund. The Fund compensates ABIS for these
services. The Bank of New York, One Wall Street, New York, NY 10286, serves as
custodian for the Fund. Computershare Trust Company N.A., P.O. Box 43011,
Providence, RI 02940, serves as transfer agent for the Fund.
SUBMISSION OF PROPOSALS
FOR NEXT MEETING OF STOCKHOLDERS
The Fund holds stockholder meetings annually. Proposals of stockholders intended
to be presented at the next annual meeting of stockholders of the 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 a
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 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 in the 2007 Annual Meeting of Stockholders will,
with respect to proxies in effect at the Meeting, have discretionary authority
to vote on any matter presented by a stockholder for action at the 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.
OTHER MATTERS
Management of the 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.
REPORTS TO STOCKHOLDERS
The 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 Investor Services, Inc. at
1-800-227-4618 or contact Dennis Bowden at AllianceBernstein L.P., 1345 Avenue
of the Americas, New York, New York 10105.
By Order of the Board of Directors,
Marc O. Mayer
President
October 3, 2006
New York, New York
FORM OF PROXY CARD
Vote by Touch-Tone Phone or by Mail!!
CALL: To vote by phone call toll-free 1-800-[___]-[____] and
Follow the recorded instructions.
MAIL: Return the signed proxy card in the enclosed envelope.
PROXY IN CONNECTION WITH THE SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD DECEMBER 12, 2006
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE FUND
Alliance World Dollar Government Fund II, Inc.
The undersigned hereby appoints Christina A. Morse and Carol H. Rappa, or either
of them, as proxies for the undersigned, each with full power of substitution,
to attend the Meeting of Shareholders (the "Meeting") of Alliance World Dollar
Government Fund II, Inc. (the "Fund"), to be held at 11:30 a.m., Eastern Time,
on December 12, 2006 at the offices of the Fund at 1345 Avenue of the Americas,
[__] Floor, New York, New York 10105, and at any postponement or adjournment
thereof, to cast on behalf of the undersigned all votes that the undersigned is
entitled to cast at the Meeting and otherwise to represent the undersigned at
the Meeting with all powers possessed by the undersigned if personally present
at the Meeting. The undersigned hereby acknowledges receipt of the Notice of
Meeting and accompanying Proxy Statement, revokes any proxy previously given
with respect to the Meeting and instructs said proxies to vote said shares as
indicated on the reverse side of this proxy card.
IF THIS PROXY CARD IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST AS SPECIFIED. IF THIS PROXY CARD IS PROPERLY EXECUTED
BUT NO SPECIFICATION IS MADE FOR THE PROPOSAL, THE VOTES ENTITLED TO BE CAST BY
THE UNDERSIGNED WILL BE CAST "FOR" THE PROPOSAL AS DESCRIBED IN THE
PROSPECTUS/PROXY STATEMENT. ADDITIONALLY, THE VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST IN THE DISCRETION OF THE PROXYHOLDER ON ANY OTHER
MATTER THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE AND RETURN THIS PROXY CARD
PROMPTLY IN THE ENCLOSED ENVELOPE.
/x/ Please mark votes as in this example.
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THE PROPOSAL To approve the elimination of the fundamental investment policy
regarding 65% investment limitation.
FOR AGAINST ABSTAIN
/_/ /_/ /_/
To vote and otherwise represent the undersigned on any other matter that may
properly come before the Meeting, any postponement or adjounrment thereof,
including any matter incidental to the conduct of the Meeting, in the discretion
of the Proxy holder(s).
Please check here if you plan to attend the Meeting.
/_/ I WILL ATTEND THE MEETING.
Please be sure to sign your name(s) exactly as it appears on this Proxy Card.
------------------------------------------
Signature(s) of Shareholder(s)
Date: __________________________, 2006
------------------------------------------
Signature(s) of Shareholder(s)
Date: __________________________, 2006
IMPORTANT: Please sign legibly and exactly as the name appears on this Proxy
Card. Joint owners must EACH sign the Proxy Card. When signing as executor,
administrator, attorney, trustee or guardian, or as custodian for a minor,
please give the FULL title of such. If a corporation, please give the FULL
corporate name and indicate the signer's office. If a partner, please sign in
the partnership name.
***PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE***